SECURITIES
AND EXCHANGE COMMISSION


Washington
D.C.  20549


FORM
20-F/A-2





x
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
      OF 1934




OR


 ̈
            ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the fiscal year ended March 31, 2009




OR


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


For
the transition period from __________ to __________





 ̈
            SHELL COMPANY REPORT PURSUANT
      TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


Date of
event requiring this shell company report .................




Commission file number000-52768




EDGE
RESOURCES INC.


(Exact
Name of Registrant as specified in its charter


and
translation of Registrant’s name into English)


British
Columbia, Canada


(Jurisdiction
of incorporation or organization)





Suite
1400, Elveden House 717-7th Avenue
SW Calgary, Alberta T2P 0Z3


(Address
of principal executive offices)





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





Title
      of each class
              Name
      of each exchange on which registeredNone
              N/A





Securities
registered or to be registered pursuant to Section 12(g) of the Act: Common Shares, No Par
Value





Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None





Indicate
the number of outstanding shares of each of the issuer's classes of capital or
common stock as of the close of the period covered by the annual
report:


Common
Shares, as of December 31, 2009. . . . . . . . . . . . 38,825,924





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





If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.


Yes  ̈  No x





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  ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes x  No   ̈





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





Large
      accelerated filer  ̈
            Accelerated
      filer  ̈
            Non-accelerated
      filer   x





Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:


U.S.
      GAAP  ̈
            International
      Financial Reporting Standards as issued by the International Accounting
      Standards Board  ̈
            Other
      x





If
“Other” has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to
follow:


Item 17
x  Item
18  ̈





If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).


Yes  ̈  No   ̈





TABLE
OF CONTENTS




PagePART
      I
              
              2Item
      1.
              Identity
      of Directors, Senior Management and Advisers
              2Item
      2.
              Offer
      Statistics and Timetable
              2Item
      3.
              Key
      Information
              2Item
      4.
              Information
      on the Company
              15Item
      4A.
              Unresolved
      Staff Comments
              21Item
      5.
              Operating
      and Financial Review and Prospects
              21Item
      6.
              Directors,
      Senior Management and Employees
              30Item
      7.
              Major
      Shareholders and Related Party Transactions
              36Item
      8.
              Financial
      Information
              37Item
      9.
              Listings
              37Item
      10.
              Additional
      Information
              39Item
      11.
              Quantitative
      and Qualitative Disclosures About Market Risk
              49Item
      12.
              Description
      of Securities Other Than Equity Securities
              49PART
      II
              
              50Item
      13.
              Defaults,
      Dividend Arrearages and Delinquencies
              50Item
      14.
              Material
      Modifications to the Rights of Security Holders and Use of
      Proceeds
              50Item
      15.
              Controls
      and Procedures
              50Item
      15T.
              Controls
      and Procedures
              50Item
      16.
              [Reserved]
              50Item
      16A -
              Audit
      Committee Financial Expert
              50Item
      16B -
              Code
      of Ethics
              50Item
      16C -
              Principal
      Accounting Fees and Services
              50Item
      16D -
              Exemptions
      From the Listing Standards for Audit Committees
              50Item
      16E -
              Purchases
      of Equity Securities by the Issuer and Affiliated
      Purchasers
              50PART
      III
              
              51Item
      17.
              Financial
      Statements
              51Item
      18.
              Financial
      Statements
              51Item
      19.
              Exhibits
              51







INTRODUCTION




Edge
Resources Inc. was incorporated under the British Columbia Company Act in
British Columbia, Canada on September 13, 1968, as Tanzilla Explorations Ltd,
and continued under the Business Corporations Act of Alberta on July 23,
2009.  We are an exploration stage company engaged principally in the
acquisition, exploration and when warranted, development, of oil and gas
properties.  Our common shares are listed on the TSX Venture Exchange
in Canada under the symbol “EDE.”  As used in this registration
statement, the terms “we,” “us” and “our” mean Edge Resources Inc.




We have
not obtained or applied for trademarks registrations.  Any trademarks
and trade names appearing in this registration statement are owned by their
respective holders.




Edge
Resources Inc. is a “foreign private issuer” as defined in Rule 3b-4 under the
Securities Exchange Act of 1934.  As a result, we are eligible to file
this registration statement pursuant to Section 12(g) of the Securities Exchange
Act of 1934 Act on Form 20-F and to file interim reports on Form
6-K.




Our
financial statements appearing in this registration statement are prepared in
Canadian dollars and in accordance with generally accepted accounting principles
in Canada, or Canadian GAAP, which vary in certain respects from generally
accepted accounting principles in the United States, or U.S. GAAP, as described
in Note 13 to the financial statements.  All references in this
registration statement to “dollars” or “$” are to Canadian dollars




Statements
made in this registration statement concerning the contents of any contract,
agreement or other document are summaries of such contracts, agreements or
documents and are not complete descriptions of all of their terms.  If
we filed any of these documents as an exhibit to this registration statement or
to any registration statement or registration statement that we previously
filed, you may read the document itself for a complete description of its
terms.




Except
for the historical information contained in this registration statement, the
statements contained in this registration statement are “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as
amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the
Private Securities Litigation Reform Act of 1995, as amended, with respect to
our business, financial condition and results of operations.  Such
forward-looking statements reflect our current view with respect to future
events and financial results.  We urge you to consider that statements
which use the terms “anticipate,” “believe,” “do not believe,” “expect,” “plan,”
“intend,” “estimate” and similar expressions are intended to identify
forward-looking statements.  We remind readers that forward-looking
statements are merely predictions and therefore inherently subject to
uncertainties and other factors and involve known and unknown risks that could
cause the actual results, performance, levels of activity, or our achievements,
or industry results, to be materially different from any future results,
performance, levels of activity, or our achievements expressed or implied by
such forward-looking statements.  Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof.  Except as required by applicable law, including the
securities laws of the United States, we undertake no obligation to publicly
release any update or revision to any forward-looking statements to reflect new
information, future events or circumstances, or otherwise after the date
hereof.  We have attempted to identify significant uncertainties and
other factors affecting forward-looking statements in the Risk Factors section
that appears in Item 3.D. “Key Information- Risk Factors.”


1


PART
I




Item
      1.
            Identity
      of Directors, Senior Management and
Advisers




A.
            Directors
      and Senior Management.




Brad
      Nichol – President and Chief Executive Officer; Suite 1400 Elveden House,
      717-7th
      Avenue SW. Calgary, AB T2P 0Z3
Canada


Hugh
      Loney – Manager, Geology; Suite 1400 Elveden House, 717-7th
      Avenue SW. Calgary, AB T2P
  0Z3  Canada


Miles
      Johnson – Manager, Operations and Construction; Suite 1400 Elveden House,
      717-7th
      Avenue SW. Calgary, AB T2P 0Z3
Canada


Ian
      Thomson -  Chief Financial Officer; 179 Citadel Estates Heights
      NW Calgary, AB T3G 5E5


Ted
      Konyi – Director; Suite 1280, 333 Seymour Street, Vancouver, BC V6B
      5A6


Scott
      Reeves – Director; 1250, 639 - 5th Avenue SW, Calgary AB T2P
      0M9


Christopher
      R. Cooper – Director; 1910-1055 West Hastings Street, Vancouver BC V6E
      2E9


Darcy
      Spady – Director; Suite 400, 750 - 11th
      Street SW, Calgary, Alberta, Canada, T2G
0R3.




B.
            Advisors.




None.




C.
            Auditors.




The
Company’s current auditor is Deloitte & Touche LLP of 3000, 700-2nd Street
SW, Calgary, Alberta, Canada T2P 0S7 and former auditors are Dale Matheson
Carr-Hilton LaBonte LLP, Chartered Accountants, of 1500 – 1140 West Pender
Street, Vancouver, BC, Canada V6E 4G1.  Both Auditors are members of
the Institute of Chartered Accountants of British Columbia and are registered
with the Canadian Public Accountability Board and with the United States Public
Company Accounting Oversight Board.  Dale Matheson Carr-Hilton LaBonte
LLP, Chartered Accountants reported for the fiscal periods ended March 31, 2007,
March 31, 2008 and March 31, 2009.




Item
      2.
            Offer
      Statistics and Timetable




Not
applicable.




Item
      3.
            Key
      Information




A.
            Selected
      Financial Data




The
following selected financial data for and as of the five years ended March 31,
2009, are derived from our audited financial statements which have been prepared
in accordance with Canadian GAAP.  The selected financial data as of
March 31, 2009 and 2008 and for the years ended March 31, 2009, 2008 and 2007
have been derived from our audited financial statements and notes thereto
included elsewhere in this registration statement.  The selected
financial data as of March 31, 2007, 2006 and 2005 and for the years ended March
31, 2006 and 2005 have been derived from audited financial statements not
included in this registration statement.  The selected financial data
set forth below should be read in conjunction with and are qualified by
reference to Item 5 “Operating and Financial Review and Prospects” and our
financial statements and notes thereto included elsewhere in this registration
statement.




2




Selected
      Financial InformationYear
      Ended March 31,2009
                    
                    
                    2008
                    
                    
                    2007
                    
                    
                    2006
                    
                    
                    2005(Canadian
      dollars in thousands except per share
                      amounts)Canadian
      GAAP:Revenue
      from operations
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —Gross
      profit (loss)
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —Expenses
      (general, administration, interest, amortization and write
      downs)
                    
                    $
                    1,019
                    
                    
                    $
                    159
                    
                    
                    $
                    268
                    
                    
                    $
                    123
                    
                    
                    $
                    84Net
      income (loss) for continuing operations
                    
                    
                    (999
                    )
                    
                    
                    (151
                    )
                    
                    
                    (216
                    )
                    
                    
                    (112
                    )
                    
                    
                    (84
                    )Income
      (loss) from discontinued operations
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —Net
      income (loss) for the year after discontinued
    operations
                    
                    
                    (999
                    )
                    
                    
                    (151
                    )
                    
                    
                    (216
                    )
                    
                    
                    (112
                    )
                    
                    
                    (84
                    )Cash
                    
                    
                    95
                    
                    
                    
                    664
                    
                    
                    
                    176
                    
                    
                    
                    80
                    
                    
                    
                    25Other
      Current assets
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    2
                    
                    
                    
                    —Total
      assets
                    
                    
                    132
                    
                    
                    
                    698
                    
                    
                    
                    209
                    
                    
                    
                    142
                    
                    
                    
                    25Current
      liabilities
                    
                    
                    111
                    
                    
                    
                    77
                    
                    
                    
                    128
                    
                    
                    
                    739
                    
                    
                    
                    486Long
      term liabilities
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —Working
      capital (deficiency)
                    
                    
                    (16
                    )
                    
                    
                    587
                    
                    
                    
                    48
                    
                    
                    
                    (657
                    )
                    
                    
                    (461
                    )Shareholders’
      equity (deficiency)
                    
                    
                    21
                    
                    
                    
                    621
                    
                    
                    
                    80
                    
                    
                    
                    (597
                    )
                    
                    
                    (461
                    )Total
      capital expenditures (including mineral properties)
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    3
                    
                    
                    
                    8
                    
                    
                    
                    —Expenditures
      on mineral properties
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    12
                    
                    
                    
                    52
                    
                    
                    
                    —Financing
      raised
                    
                    
                    480
                    
                    
                    
                    624
                    
                    
                    
                    183
                    
                    
                    
                    176
                    
                    
                    
                    25Market
      capitalization
                    
                    
                    8,625
                    
                    
                    
                    11,650
                    
                    
                    
                    *
                    
                    
                    
                    *
                    
                    
                    
                    *Shares
      outstanding
                    
                    
                    24,643
                    
                    
                    
                    16,643
                    
                    
                    
                    12,163
                    
                    
                    
                    3,662
                    
                    
                    
                    3,662Warrants
      and options
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    4,489
                    
                    
                    
                    115
                    
                    
                    
                    457Net
      loss per share
                    
                    $
                    (0.05
                    )
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.03
                    )
                    
                    $
                    (0.02
                    )
                    
                    $
                    (0.03
                    )


__________________


*Market
capitalization figures are not available for the earlier years
indicated.  Our common shares were suspended from trading for the
period between October 1, 2003 and November 17, 2006.  During the
period that trading was suspended, we consolidated our common shares on a 1:5
basis and the trading which resumed on November 17, 2006 was of consolidated
shares.


3




Selected
      Financial InformationYear
      Ended March 31,2009
                  
                  
                  2008
                  
                  
                  2007
                  
                  
                  2006
                  
                  
                  2005(Canadian
      dollars in thousands except per share amounts)U.S.
      GAAP:Revenue
      from operations
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Gross
      profit (loss)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Expenses
      (general and administration, interest, amortization and write
      downs)
                  
                  $
                  1,019
                  
                  
                  
                  159
                  
                  
                  
                  216
                  
                  
                  
                  164
                  
                  
                  
                  84Net
      income (loss) from continuing operations
                  
                  
                  (999
                  )
                  
                  
                  (151
                  )
                  
                  
                  (216
                  )
                  
                  
                  (164
                  )
                  
                  
                  (84
                  )Net
      income (loss) from discontinued operations
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  -
                  
                  
                  
                  —Net
      income (loss)
                  
                  
                  (999
                  )
                  
                  
                  (151
                  )
                  
                  
                  (216
                  )
                  
                  
                  (164
                  )
                  
                  
                  (84
                  )Total
      comprehensive loss
                  
                  
                  (999
                  )
                  
                  
                  (151
                  )
                  
                  
                  (216
                  )
                  
                  
                  (164
                  )
                  
                  
                  (84
                  )Cash
                  
                  
                  95
                  
                  
                  
                  664
                  
                  
                  
                  176
                  
                  
                  
                  80
                  
                  
                  
                  25Current
      assets
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  2
                  
                  
                  
                  —Total
      assets
                  
                  
                  132
                  
                  
                  
                  698
                  
                  
                  
                  209
                  
                  
                  
                  82
                  
                  
                  
                  25Current
      liabilities
                  
                  
                  111
                  
                  
                  
                  77
                  
                  
                  
                  128
                  
                  
                  
                  739
                  
                  
                  
                  486Long
      term liabilities
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Working
      capital (deficiency)
                  
                  
                  (16
                  )
                  
                  
                  587
                  
                  
                  
                  47
                  
                  
                  
                  (687
                  )
                  
                  
                  (461
                  )Shareholders’
      equity (deficiency)
                  
                  
                  21
                  
                  
                  
                  621
                  
                  
                  
                  80
                  
                  
                  
                  (657
                  )
                  
                  
                  (461
                  )Total
      capital expenditures (including mineral properties)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  3
                  
                  
                  
                  8
                  
                  
                  
                  —Expenditures
      on mineral properties
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  12
                  
                  
                  
                  52
                  
                  
                  
                  —Financing
      raised
                  
                  
                  480
                  
                  
                  
                  624
                  
                  
                  
                  183
                  
                  
                  
                  176
                  
                  
                  
                  —Market
      capitalization
                  
                  
                  8,625
                  
                  
                  
                  11,650
                  
                  
                  
                  797
                  
                  
                  
                  *
                  
                  
                  
                  *Shares
      outstanding
                  
                  
                  24,643
                  
                  
                  
                  16,643
                  
                  
                  
                  11,982
                  
                  
                  
                  3,662
                  
                  
                  
                  3,662Warrants
      and options
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  4,160
                  
                  
                  
                  115
                  
                  
                  
                  115Basic
      and diluted net loss per share
                  
                  
                  (0.05
                  )
                  
                  
                  (0.01
                  )
                  
                  
                  (0.03
                  )
                  
                  
                  (0.04
                  )
                  
                  
                  (0.02
                  )


__________________


*Market
capitalization figures are not available for the earlier years
indicated.  Our common shares were suspended from trading for the
period between October 1, 2003 and November 17, 2006.  During the
period that trading was suspended, we consolidated our common shares on a 1:5
basis and the trading which resumed on November 17, 2006 was of consolidated
shares.




4


The
following table presents certain financial information for the Company for the
three month periods ending December 31, 2009, September 30, 2009, and June 30,
2009, adjusted for the effect of the accounting differences for resource
exploration and development costs under U.S. GAAP compared to Canadian
GAAP.





(Canadian
dollars in thousands except per share amounts)




Three
      month period endingDec.
      31
                  2009
                  $
                
                
                Sept.
      30
                  2009
                  $
                
                
                June
      30
                  2009
                  $Total
      Sales and revenues
                
                Nil
                
                
                Nil
                
                
                NilNet loss before and
      after extraordinary itemsCanadian
      GAAP
                
                
                (325,765
                )
                
                
                (247,048
                )
                
                
                (449,225
                )Adjustments
      to U.S. GAAP:Capitalized
      resource costs expensed
                
                
                (186,775
                )
                
                
                (541,845
                )
                
                
                (162,356
                )Net loss before and
      after extraordinary itemsU.
      S. GAAP
                
                
                (512,540
                )
                
                
                (788,893
                )
                
                
                (611,581
                )Basic
      and diluted loss per share*
                
                
                (0.016
                )
                
                
                (0.030
                )
                
                
                (0.029
                )Total
      assets under Canadian GAAP
                
                
                3,035,113
                
                
                
                3,286,743
                
                
                
                2,777,218Adjustment
      to U.S. GAAP:Capitalized
      resource costs expensed
                
                
                (970,611
                )
                
                
                (783,838
                )
                
                
                (199,520
                )Total
      assets under U.S. GAAP
                
                
                2,064,502
                
                
                
                2,502,905
                
                
                
                2,577,698Total
      liabilities under Canadian GAAP
                
                
                249,987
                
                
                
                842,724
                
                
                
                139,377Adjustments
      for U.S. GAAP
                
                
                -
                
                
                
                -
                
                
                
                -Total
      liabilities under U.S. GAAP
                
                
                249,987
                
                
                
                842,724
                
                
                
                139,377Cash
      dividends declared per share
                
                Nil
                
                
                Nil
                
                
                Nil





* Diluted
loss per share figures are equal to those of basic loss per share for each year
since the effects of the share purchase warrants and stock options have been
excluded as they are anti-dilutive.




** The June 2009 loss before and after
extraordinary items have been restated to reflect only the fair value of stock
options that have been vested as stock based compensation
expense.





Exchange
Rate Information





The
following tables set forth, for each of the periods and dates indicated, the
exchange rate of the United States dollar into Canadian dollars at the end of
such year, the average exchange rate during each such year and the range of high
and low rates for each such year, as supplied by the Bank of
Canada.




Year
      Ended March 31Exchange
      Rate
              
              2009
              
              
              2008
              
              
              2007
              
              
              2006
              
              
              2005Rate
      at the End of the Period
              
              
              1.1274
              
              
              
              1.0024
              
              
              
              1.1687
              
              
              
              1.1572
              
              
              
              1.2157Average
      Rate
              
              
              1.2613
              
              
              
              1.0324
              
              
              
              1.1387
              
              
              
              1.1933
              
              
              
              1.2782High
      Rate
              
              
              1.2645
              
              
              
              1.1371
              
              
              
              1.1789
              
              
              
              1.2590
              
              
              
              1.3829Low
      Rate
              
              
              0.9994
              
              
              
              0.9616
              
              
              
              1.1055
              
              
              
              1.1461
              
              
              
              1.1924




5





Month
      (2009)April
              
              
              May
              
              
              June
              
              
              July
              
              
              Aug
              
              
              Sept
              
              
              Oct
              
              
              NovClosing
              
              
              1.2246
              
              
              
              1.1429
              
              
              
              1.1271
              
              
              
              1.2222
              
              
              
              1.0882
              
              
              
              1.0818
              
              
              
              1.0778
              
              
              
              1.0572Average
              
              
              1.2240
              
              
              
              1.1509
              
              
              
              1.1265
              
              
              
              1.0775
              
              
              
              1.0950
              
              
              
              1.0707
              
              
              
              1.0556
              
              
              
              1.0623High
              
              
              1.2323
              
              
              
              1.1576
              
              
              
              1.1325
              
              
              
              1.172
              
              
              
              1.1121
              
              
              
              1.1103
              
              
              
              1.0907
              
              
              
              1.0802Low
              
              
              1.2192
              
              
              
              1.1448
              
              
              
              1.1188
              
              
              
              1.0763
              
              
              
              1.0670
              
              
              
              1.0591
              
              
              
              1.0288
              
              
              
              1.0436





The
exchange rate of the Canadian dollar against the U.S. dollar on March 23, 2010
was US$1.00 = CAD1.01908.




B.
            Capitalization
      and Indebtedness




The
Company did not undertake any debt financing during the period covered by this
document. The Company has no debt.




The
Company has an unlimited number of shares authorized.  The number of
common shares issued and outstanding as of March 23, 2010 is
43,111,811.




C.
            Reasons
      for the Offer and Use of Proceeds




Not
applicable.




D.
            Risk
      Factors




Investing
in our common shares involves a high degree of risk and
uncertainty.  You should carefully consider the risks and
uncertainties described below before investing in our common
shares.  If any of the following risks actually occurs, our business,
prospects, financial condition and results of operations could be
harmed.  In that case, the value of our common shares could decline,
and you could lose all or part of your investment.




The
oil and gas industry is a highly diverse and competitive international
business.  Competition
could adversely affect our ability to acquire suitable producing properties or
prospects for exploration in the future.




The oil
and gas industry is a highly diverse and competitive international business, and
we compete with many companies possessing financial resources and technical
facilities many times greater than ours.  Oil and  gas by
its nature, is a competitive business including competing for fresh ground with
good exploration potential and competing for the requisite capital to move
projects forward to production.  The selection of geographic areas of
interest is only limited by the degree of risk a company is willing to accept by
the acquisition of properties in emerging or developed markets and/or
prospecting in explored or virgin territory. Competition could adversely affect our
ability to acquire suitable producing properties or prospects for exploration in
the future.




Exploration,
development and production activities are subject to political, economic,
operating hazards and other risks.




Exploration,
development and production activities are potentially subject to political,
economic, operating hazards and other risks, including:




·
            cancellation
      or renegotiation of contracts;




·
            changes
      in local and foreign laws and
regulations;




·
            changes
      in tax laws;




·
            delays
      or refusal in granting prospecting permissions, oil and gas authorizations
      and work permits for foreign management
staff;




·
            environmental
      controls and permitting;




·
            expropriation
      or nationalization of property or
assets;




6




·
            foreign
      exchange controls;




·
            government
      mandated social expenditures;




·
            import
      and export regulation, including restrictions on the sale of their
      production in foreign currencies;




·
            industrial
      relations and the associated stability
thereof;




·
            inflation
      of cost that is not compensated for by a currency
    devaluation;




·
            requirement
      that a foreign subsidiary or operating unit have a domestic joint venture
      partner, possibly which the foreign company must
  subsidize;




·
            restrictions
      on the ability of local operating companies to sell their production for
      foreign currencies, and on the ability of such companies to hold these
      foreign currencies in offshore and/or local bank
  accounts;




·
            restrictions
      on the ability of a foreign company to have management control of
      exploration and/or development of oil and gas
  operations;




·
            restrictions
      on the remittance of dividend and interest payments
    offshore;




·
            retroactive
      tax or royalty claims;




·
            risks
      of loss due to civil strife, acts of war, guerrilla activities,
      insurrection and terrorism;




·
            Environmental
      hazards, industrial accidents, unusual or unexpected geological formations
      and losses due to theft, fires, power outages, labor disruptions,
      flooding, explosions, cave-ins, land slides and the inability to obtain
      suitable or adequate machinery, equipment or labor are other risks
      involved in the conduct of exploration
programs;




·
            royalties
      and tax increases or claims by governmental
  entities;




·
            unreliable
      local infrastructure and services such as power, communications and
      transport links; and




·
            other
      risks arising out of foreign sovereignty over the areas in which
      operations are conducted.




Such
risks could potentially arise in any country in which we may
operate.  Consequently, our exploration, development and production
activities may be substantially affected by factors beyond our control, any of
which could materially adversely affect our financial position or results of
operations.  Furthermore, in the event of a dispute arising from such
activities, we may be subject to exclusive jurisdiction of courts outside North
America or may not be successful in subjecting persons to the jurisdiction of
the courts in North America, which could adversely affect the outcome of a
dispute.




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.  We have a
limited operating history in our business of the acquisition, exploitation,
development and production of oil and natural gas.  Our success
significantly depends on successful acquisition and subsequent exploration
activities. 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.


7


Because
our properties are in the exploration stage there is minimal current oil or gas
production from these properties and production may never occur on certain
current properties.





An
investment in oil and gas companies involves a significant degree of
risk.  The degree of risk increases substantially where the Company’s
properties are in the exploration as opposed to the development stage, as is the
case with the Company.  At the time of the purchase of the Willesden
Green properties, there was no production, nor were there any proven reserves in
the Company or associated with the asset purchase.  However, the
Company completed work on those properties and updated the reserve
report,  which then showed proven reserves, but still no
production.  The Company only recently began gas production in May,
2010. There is no assurance that such production will result in profitable
operations.




Our
oil and gas operations involve substantial costs and are subject to various
economic risks.




Exploration
and development of oil and gas reserves is a speculative venture necessarily
involving a high degree of risk.  Exploration and development of oil
and gas properties is subject to a number of factors including market
fluctuations, the proximity and capacity of oil and gas markets and processing
equipment, government regulations, including regulations relating to prices,
taxes, royalties, land tenure, land use, importing and exporting of oil and gas
and environmental protection.  The combination of these factors may
result in the Company receiving an inadequate return on invested
capital.




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.




Locating
oil and gas reserves depends on a number of factors, not the least of which is
the technical skill of the exploration personnel involved.  Even a
combination of experience, knowledge and careful evaluation may not be able to
overcome the risks involved in exploration.




Our
success depends on the continued contributions of our directors and executive
officers and on our ability to attract new personnel whenever we seek to
implement our business strategy.  Competition for qualified
individuals is intense. We may not be able to locate and hire the skilled
personnel that we may require.




Governmentalregulations could adversely affect our
business.




The
petroleum industry is subject to regulation and intervention by governments in
such matters as the awarding of exploration and production interests, the
imposition of specific drilling obligations, environmental protection controls,
control over the development and abandonment of fields (including restrictions
on production) and possibly expropriation or cancellation of contract
rights.  As well, governments may regulate or intervene with respect
to price, taxes, royalties and the exportation of oil and natural
gas.  Such regulations may be changed from time to time in response to
economic or political conditions.  The implementation of new
regulations or the modification of existing regulations affecting the oil and
gas industry could reduce demand for natural gas and crude oil, increase costs
and may have a material adverse impact on the Company.  Export sales
are subject to the authorization of provincial and federal government agencies
and the corresponding governmental policies of foreign countries.




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




The
Company’s operations are subject to stringent environmental laws and
regulations.  These laws and regulations generally require the Company
to limit, remove or remedy the effect of the Company’s activities on the
environment at present and former operating sites, including limiting emissions
to the environment, dismantling production facilities and remediating damage
caused by the disposal or release of specified substances.




It is
expected that changes in environmental legislation may also require, among other
things, reductions in emissions to the air from the Company’s operations and
could result in increased capital expenditures.  Such changes could
result in stricter standards and enforcement, larger fines and liability, and
increased capital expenditures and operating costs, which could have a material
adverse effect on the Company’s financial condition or results of
operations.




8


Even if we were to develop a property,
we may not be successful or profitable.




Should a
property be developed into a producing property, the operations will be subject
to the risks normally encountered in this business.  Recoverable
reserves may not be marketed profitably or in such a manner as to provide an
adequate return on invested capital.  The commercial viability,
marketability and price of hydrocarbons which may be acquired or discovered by
the Company will be affected by numerous factors including the particular
attributes of the reserve body, proximity to infrastructure, changing production
costs, supply and demand, the rate of inflation, international inventory levels,
the political environment and changes in international investment
patterns.




Volatility
of crude oil and natural gas prices may significantly affect our results of
operations.




Prices
received for crude oil and natural gas are commodities that are sensitive to
numerous worldwide factors and are generally sold at contract or posted prices.
The marketability and price of oil and natural gas which may be acquired or
discovered by the Company are affected by numerous factors.  The
Company will be affected by the differential between the price paid by refiners
for light quality oil and the medium grades of oil which may be produced by the
Company.  The ability of the Company to market its natural gas may
depend upon its ability to acquire space on pipelines which deliver natural gas
to commercial markets.  The Company is also subject to market
fluctuations in the prices of oil and natural gas, deliverability uncertainties
related to the proximity of its reserves to pipeline and processing facilities
and extensive government regulation relating to price, taxes, royalties, land
tenure, allowable production, the export of oil and natural gas and many other
aspects of the oil and natural gas business.




Estimates
of potential recoverable oil and gas reserves on our properties may not be
accurate.




In
general, estimates of economically recoverable oil and natural gas reserves and
resources and the future net cash flows from such reserves and resources are
based upon a number of variable factors and assumptions, such as expected
reservoir characteristics based on geological, geophysical and engineering
assessments, future production rates based on historical performance and
expected future operating and investment activities, future oil and natural gas
prices and quality differentials, assumed effects of regulation by governmental
agencies and future development and operating costs, all of which may vary
considerably from actual results.  All such estimates are to some
degree speculative, and classifications of reserves and resources are only
attempts to define the degree of speculation involved.  For those
reasons, estimates of the economically recoverable oil and natural gas reserves
and resources attributable to any particular group of properties, classification
of such reserves and resources based on risk of recovery and estimates of the
future net revenues expected from such reserves and resources, that are prepared
by different engineers or by the same engineers at different times, may vary
substantially.




Operating
hazards and other uncertainties involved in developing and exploring for oil and
natural gas may lead to unexpected losses which may have a material adverse
impact on the Company.




The
Company’s operations are subject to the risks normally associated with the
operation and development of oil and natural gas properties and the drilling of
oil and natural gas wells, including encountering unexpected formations or
pressures, blowouts and fires, all of which could result in personal injuries,
loss of life and damage to the property of the Company and others.  In
accordance with customary industry practice, the Company is not fully insured
against all of these risks, nor are all such risks insurable.  The
Company maintains insurance that it believes is consistent with or exceeds
industry practice to protect against losses due to accidental destruction of
assets, well blow-outs, pollution and other business
interruptions.  The Company currently carries the following
policies:




·
            Commercial
      General Liability policy for bodily injury or damages to the property of
      others not in our care, custody or control, with limits of $1,000,000 for
      each occurrence of bodily injury or property damage, $2,000,000 general
      aggregate coverage, $1,000,000 forest fire fighting expense, $1,000,000
      non-owned automobile liability, and $1,000,000 for sudden and accidental
      pollution.  This policy has deductibles ranging from $2,500 for
      general claims to $500,000 for claims related to oil pipelines exceeding 6
      inches in diameter.




·
            Operators’
      Extra Expense policy covering our wells with per occurrence liability
      limits of $5,000,000 for cost of control and $1,000,000 for care, custody
      and control.  The deductible on this policy is $50,000 for wells
      up to 5,000 feet, and $100,000 for wells deeper than 5,000 feet, and there
      is a separate deducible of $50,000 for care, custody and control
      claims.




9




·
            Directors
      and Officers Liability policy with liability limits of $5,000,000 per
      occurrence and a deductible of $25,000 per
  claim.




·
            Umbrella
      policy for bodily injury or damage to the property of others in excess of
      other primary insurance, with a liability limit of
      $4,000,000.  This policy has a self-insured retention of
      $25,000.




The
Company may become subject to liability for accidents or damages arising from
pollution or other hazards against which it cannot insure, or against which it
may elect not to insure because of high premium costs or other
reasons.  Payment of such liabilities could reduce funds available for
operations of the Company or could result in the loss of its
properties.




Project
delays and over-runs may delay expected revenues from operations.




Significant
project delays and cost over-runs could make a project
uneconomic.  The Company’s ability to execute projects and market oil
and natural gas depends upon numerous, including the availability of drilling
and related equipment; the availability and proximity of pipeline capacity; the
availability of processing capacity; the availability and productivity of
skilled labor; the effects of inclement weather; unexpected cost increases;
currency fluctuations; the supply of and demand for oil and natural gas; the
availability of alternative fuel sources; accidental events; and regulation of
the oil and natural gas industry by various levels of government and
governmental agencies.  Because of these factors, the Company may be
unable to execute projects on time, on budget or at all, and may not be able to
effectively market the oil and natural gas that it hopes to
produce.




Supply
and demand of drilling equipment and access restrictions may delay exploration
and development activities.




Oil and
natural gas exploration and development activities are dependent on the
availability of drilling and related equipment in the particular areas where
such activities will be conducted.  Demand for such limited equipment
or access restrictions may affect the availability of such equipment to the
Company and may delay exploration and development activities.




Due
to the recent world-wide  market and credit conditions, it may be
difficult to consummate certain types of oil and gas transactions with other
companies to expand our properties.




In
December 2008, we cancelled separate transactions to acquire British American
Natural Gas Corporation (“BANG”) and First West Petroleum Inc. as a result of
the parties being unable to obtain financing due to the world-wide market and
credit conditions.  We expended significant resources in due diligence
and pre-acquisition matters in connection with these proposed acquisitions which
we have charged against operations.  Until credit conditions improve,
it will be difficult for us to enter into similar transactions, which may have a
material adverse effect on the Company’s results of operations and
business.




We
may not be able to collect on a promissory note made by us to BANG in connection
with the terminated transaction.




In
connection with the BANG transaction, we loaned US$ 400,000 to BANG to allow
BANG to meet certain funding requirements.  Following the cancellation
of the transaction, BANG has yet to repay the note and any accrued
interest.  We may not be able to collect on the note and we have
written down the value of the note to a nominal value.




We
will need to raise additional capital to finance our exploration and development
activities which may not be on favorable terms to us and may be dilutive to
existing shareholders.




Additional
funds will likely be required to continue and maintain the Company’s operations,
including exploration and development activities on an ongoing
basis.  The development of the Company’s properties and the
acquisition of additional properties will depend upon the Company’s ability to
obtain financing through the joint venture of projects, equity financing, debt
financing or other means.  The Company’s management estimates that
$5,000,000 in financing proceeds will be required by September 30, 2010, and an
additional $2,000,000 in financing proceeds will be required by March 31, 2011,
in order to maintain our operations, including exploration and development
activities.  We currently do not have any commitments to satisfy these
financing requirements, and such financing may not be available on favorable
terms or at all.




10




Any
additional equity financing may be dilutive to existing shareholders and debt
financing, if available, may involve restrictions on financing operating
activities.  Failure to obtain additional financing on a timely basis
could cause the Company to forfeit its interest in certain properties, miss
certain acquisition opportunities, and reduce or terminate its
operations.




We
may enter debt financings which may impair our ability to obtain additional
financings in the future.




From time
to time, the Company may enter into transactions to acquire assets or the shares
of other companies.  These transactions may be financed partially or
wholly with debt, which may increase the Company’s debt levels above industry
standards.  Neither the Company’s articles nor its by-laws limit the
amount of indebtedness that the Company may incur.  The level of the
Company’s indebtedness from time to time could impair the Company’s ability to
obtain additional financing in the future on a timely basis to take advantage of
business opportunities that may arise.




We
do not maintain key-man insurance with respect to any of our directors, officers
or key employees and loss of such persons may adversely effect our
operations.




The
success of the Company will depend on management and its key
personnel.  Loss of such management or personnel could adversely
affect the Company’s business operations and prospects.  The Company
does not maintain “key-man” insurance with respect to any of its directors,
officers or key employees as at the date hereof.




Our
officers and directors are also officer and directors of other companies
involved in oil and gas exploration which may result in a conflict on
interest.




Certain
of the directors and officers of the Company are also directors and officers of
other companies involved in oil and natural gas exploitation, development,
production and acquisition, and conflicts of interest may arise between their
duties as officers and directors of the Company and as officers and directors of
such other companies and situations may arise where directors or officers of the
Company will be in direct competition with the Company.  Conflicts, if
any, in respect of the Company and its directors and officers must be disclosed
in accordance with and will be subject to the procedures and remedies under the
Business Corporations Act of Alberta, as applicable.




We
are subject to foreign currency risks that could harm our financial
results.




Little to
none of the Company’s activities are transacted in or referenced to United
States dollars.  The Company’s operating costs, and certain of the
Company’s payments in order to maintain property interests are to be in the
local currency of the jurisdiction where the applicable property is
located.  As a result, fluctuations in the US dollar against the
Canadian dollar could result in unanticipated fluctuations in the Company’s
financial results which are denominated in Canadian dollars.  The
Company does not manage its exposure to fluctuations in the United States dollar
to Canadian dollar exchange rates.




We
may be exposed to interest rate cash flow risk in the event we assume any long
term debt.




If the
Company assumes any long term debt, management of the Company anticipates the
use of floating rate debt to finance its operations.  Floating rate
debt obligations would expose the Company to changes in interest payments due to
fluctuations in interest rates.  The Company does not currently manage
its exposure to interest rate cash flow risk.




Title
to the properties in which we have an interest may be impaired by title
defects.




Title to
oil and natural gas interests are difficult to determine without incurring
substantial expenses.  In accordance with industry practice, the
Company conducts such title reviews in connection with its principal properties
as it believes are commensurate with the value of such
properties.  The actual interest of the Company in certain properties
may vary from the Company’s records.


11




The
Company’s properties are expected to be generally held in the form of licenses,
concessions, permits and regulatory consents (in this section,
“Authorizations”).  The Company’s activities are dependent upon the
grant and maintenance of appropriate Authorizations, which may not be granted;
may be made subject to limitations which, if not met, will result in the
termination or withdrawal of the Authorization; or may be otherwise
withdrawn.  The obligations required to maintain each Authorization
may not be met.  In addition, such Authorizations are subject to
periodic renewal and they may not be renewed or granted on the same terms of the
initial grant, if at all.  The termination or expiration of the
Company’s Authorizations may have a material adverse effect on the Company’s
results of operations and business.




In
addition, the areas covered by the Authorizations are or may be subject to
agreements with the proprietors of the land.  If such agreements are
terminated, found void or otherwise challenged, the Company may suffer
significant damage through the loss of opportunity to identify and extract oil
or gas.




We
are subject to political, economic and other uncertainties at our properties
located in Alberta, Canada.




For
the foreseeable future, all of the Company’s exploration activities will be
located in Alberta.  As a result, the Company is subject to political,
economic and other uncertainties, including but not limited to, changes in
energy policies or the personnel administering them, nationalization,
cancellation or modification of contract rights, restrictions, royalty and tax
increases, and other risks over the areas in which the Company’s operations are
conducted.  Changes in legislation may affect the Company’s oil and
natural gas exploration and production activities.




We
have never paid cash dividends and have no intention to pay dividends in the
foreseeable future.




The
Company has never declared or paid cash dividends on its common
stock.  The Company does not anticipate that it will pay any cash
dividends on its common stock in the foreseeable future.  The Company
intends to retain all available funds and any future earnings to fund the
development and growth of its business.  Accordingly, the stockholders
of the Company will not receive a return on their investment unless the value of
the Company’s shares increases, which may or may not occur.




The
volume of trading of our shares has been limited and volatile in the past and is
likely to continue to be so in the future




The
volume of trading of our common shares on the NEX board of the TSX Venture
Exchange in Canada has been limited and volatile in the past and is likely to
continue to be so in the future, reducing the liquidity of an investment in our
shares and making it difficult for investors to readily sell their shares in the
open market.  Without a liquid market for our shares, investors may be
unable to sell their shares at favorable times and prices and may be required to
hold their shares in declining markets or to sell them at unfavorable
prices.  On May 1, 2008, we initiated a suspension in the trading of
our common shares pending the public announcement of the letters of intent
relating to the BANG and First West acquisitions, which we entered into on such
date.  On July, 2008, our management determined that the trading in
our shares of common stock would remain suspended until the closing of the BANG
and First West acquisitions. The BANG and First West acquisitions were cancelled
at the end of the calendar year of 2008. Trading resumed at the beginning of
2009.




Our
share price has been highly volatile and may continue to be volatile and
decline.




The
trading price of our shares has fluctuated in the past and may continue to do so
in the future as a result of a number of factors.  In addition, market
prices for oil and gas company securities, by their nature, are volatile and
have experienced wide fluctuations.  Factors such as rapidly changing
commodity prices, political unrest globally and in countries where we operate,
speculative interest in oil and gas stocks are but a few factors affecting the
volatility of the share price.  Substantially all of our past
financings have been conducted through the sale of our common shares and we
intend to seek financing in the future through a private placement of our common
shares.  Market price fluctuations would have a significant impact on
our ability to complete equity financings in the future.


12




It
may be difficult to enforce a U.S. judgment against us or our officers and
directors, to assert U.S. securities laws claims in Canada or serve process on
substantially all of our officers and directors.




We were
incorporated under the laws of the Province of British Columbia, Canada, and
continued under the Business Corporations Act of Alberta on July, 23,
2009.  Consequently, it will be difficult for U.S. investors to effect
service of process in the United States upon our directors or officers, or to
realize in the United States upon judgments of United States courts predicated
upon civil liabilities under the U.S. Securities Exchange Act of 1934, as
amended.  All of our directors and officers are residents of Canada
and our assets may be located outside of the United States.  A
judgment of a U.S. court predicated solely upon such civil liabilities would
probably be enforceable in Canada by a Canadian court if the U.S. court in which
the judgment was obtained had jurisdiction, as determined by the Canadian court,
in the matter.  There is substantial doubt whether an original action
could be brought successfully in Canada against any of such persons or our
company predicated solely upon such civil liabilities.




Item
      4.
            Information
      on the Company




A.           History
and Development of the Company




We were
incorporated under the British Columbia Company Act in British Columbia, Canada
on September 13, 1968, as Tanzilla Explorations Ltd, and continued under the
Business Corporations Act of Alberta on July 23, 2009.  We changed our
name to Regis Development Corporation on June 28, 1974, to Manus Industries Inc.
on January 10, 1992, to Consolidated Manus Industries Inc. on November 10, 1992,
to Westmount Resources Ltd. On February 8, 1996, to Mt. Tom Minerals Corp. on
May 20, 1998, to Global Net Entertainment Corp. on October 21, 1999. At a
meeting of the shareholders held on September 1, 2005, the Company’s
shareholders approved a change of the Company’s name from “Global Net
Entertainment Corp.” to “Guildhall Minerals Ltd.” (effective February 21, 2006)
to reflect the change in the Company’s primary business focus.  The
shareholders also approved a consolidation of its share capital on a
one-for-five basis.  The share consolidation received regulatory
approval and took effect on November 17, 2006. The common shares of the Company
were also reinstated for trading on the NEX.  At a meeting of the
shareholders held on July 20, 2009, the Company’s shareholders approved a change
of the Company’s name from “Guildhall Minerals Ltd.” To “Edge Resources Inc.” to
reflect the change in the Company’s primary business focus.




On April
15, 2009, the Company entered into the Asset Purchase Agreement to purchase
certain petroleum and natural gas assets, tangibles and miscellaneous interest
situated in the Willesden Green area of west-central Alberta from Poplar Point
Energy Inc.  In doing so, the Company became an oil and gas
exploration company, the primary asset of which will be its rights and interests
in the petroleum and natural gas assets of the Willesden Green Property. By
executing this transaction, the Company was able to qualify its property and
become a Tier 2 issuer listed on the TSX.




We are
a company registered under the Business Corporations Act (Alberta) and operate
under that Act and associated legislation.  Our principal executive
offices are at Suite 1400, Elveden House 717-7th Avenue
SW Calgary, Alberta T2P 0Z3 (403)767-9905.Our common shares are
listed for trading on TSX Venture Exchange in Canada under the symbol
“EDE.”




B.           Business
Overview




We are
an exploration stage company engaged principally in the acquisition, exploration
and when warranted, development, of oil and gas properties.  From our
incorporation in 1968 until the end of 2004, we engaged in various business
activities and mineral exploration activities, all of which were abandoned and
terminated as being not successful or offering a potential for
profit.  Since the beginning of 2005, we have negotiated and signed
option agreements for two British Columbia, Canada mineral properties, both of
which we have since terminated. We are presently engaged in the acquisition and
development of oil and gas properties.  Our principal business will be
to identify and evaluate opportunities for the acquisition of interests in oil
and gas properties and to undertake exploration and/or development programs on
such properties if acquired or to joint venture or option such properties to
third parties, with a view to discovering oil and natural
gas.


13




Options
to Acquire Interests




Stellar Property




On March
8, 2005, we entered into an option agreement pursuant to which we had the right
to acquire a 100% ownership in a block of mineral claims in British
Columbiauntil
September 1, 2010.  We paid an initial $17,500 and subsequently
conducted a limited exploration program.  However, the results of the
exploration did not justify further work on the property.  Therefore,
on July 16, 2007, we provided a 30-day prior notice of termination of the option
agreement and return of title to the claims to the owner, in accordance with the
terms of the option agreement.




Bridge Property




On
February 20, 2007, we entered into an option agreement with the Nicoya
Explorations Ltd. (“Nicoya”), pursuant to which we had the right to acquire a
100% ownership interest in the “Bridge” mineral claim if exploration commenced
before February 15, 2008.  The Bridge property is located near the
village of Gold Bridge, approximately 150 kilometers (95 miles) northwest of
Vancouver, British Columbia, Canada.  The Bridge property consisted of
a single mineral claim covering 450 hectares (approximately 1,111.5 acres) and
is located in an area which has a history of gold mineralization and some gold
production.




Under an
extension agreement entered into on March 20, 2008 between us and Nicoya, Nicoya
agreed to extend all of the deadline dates included in the original option
agreement by one year in consideration of $1,000 paid by us to
Nicoya.




On March
20, 2009 the Company decided not
to pursue further interest in the claim and have allowed the option to
lapse and the claim expire.




British
American Natural Gas Corporation




On May 1,
2008, we entered into a letter of intent with British American Natural Gas
Corporation (“BANG”), an oil and gas exploration company, incorporated in Nevada
and headquartered in Houston, Texas.  BANG’s assets include oil and
gas concessions aggregating approximately 11,400,000 acres onshore and offshore
Mozambique.  Three concessions are now subject to farm-out agreements,
pursuant to which another U.S. oil company will drill exploration wells on such
concessions and will pay 100% of the exploration costs (estimated at $90
million) for a 60% interest in the concessions.  BANG informed us that
the drilling of a well on the Inhaminga Concession commenced on July 4,
2008.  Underthe letter
of intent, we agreed to acquire BANG in a share purchase
transaction.




On July
16, 2008 the Company loaned $504,520 (US$400,000) by way of a promissory note to
BANG.  The loan together with interest at a rate of 5% per annum, is
due on July 16, 2010.  The funds were provided to BANG to enable it to
meet its interim funding requirements with respect to its share of the work
program on the Mozambique concessions as provided for in the Letter of Intent
dated May 1, 2008.




Due to
the weak world market and credit conditions, on December 23, 2008 all parties
mutually agreed not to proceed with the proposed transactions.  The
proposed $30,000,000 financing through Haywood Securities Ltd., as agent, was
also cancelled.




With the
termination of these transactions, the company charged all the due diligence and
pre-acquisition costs aggregating $268,279 to operations.  As of March
31, 2009, the $400,000 USD that was advanced to BANG had not been
repaid.




We
believe that the recovery of the promissory note and accrued interest may be in
question.  The asset has been impaired and written down to a nominal
value of $1.  This has resulted in a charge to operations of $522,350
which was recorded in the 2009 fiscal year.   Management is
actively pursuing the collection of this note receivable and the accrued
interest owed.




14




First
West Petroleum Inc.




On May
20, 2008, we entered into a non-binding letter of intent with First West
Petroleum Inc. (“First West”), under which we agreed to acquire First West in a
share purchase transaction.  First West is a private Alberta company
which owns crude oil, natural gas and natural gas liquids and associated
equipment.  First West’s production is all located in the Province of
Alberta, Canada.




Under the
letter of intent, we agreed to offer the shareholders of First West to purchase
100% of the issued and outstanding shares of First West, subject to certain
terms and conditions.




Due to
the weak world market and credit conditions, on December 23, 2008 all parties
mutually agreed not to proceed with the proposed transactions.  The
proposed $30,000,000 financing through Haywood Securities Ltd., as agent, was
also cancelled.




Willesden
Green Property





On
March 19, 2009 the Company signed an Assignment Agreement with Quarry Bay
Capital LLC (“Quarry Bay”) to which we acquired all of Quarry Bay’s rights and
obligations pursuant to a Letter Agreement (the “Letter”) signed between Poplar
Point Energy Inc. (“Poplar”) and Quarry Bay for $25,000.  Under the
terms of the Letter, the Company shall pay a total cash consideration of One
Million Five Hundred Thousand dollars (CDN $1,500,000) for the certain petroleum
and natural gas assets, tangibles and miscellaneous interest situated in the
Willesden Green area of west-central Alberta from Poplar. This was an arm’s
length transaction to the Company.  The petroleum and natural gas
assets consists of 50% working interest in two sections and 100% working
interest in five sections, all of which contains drilled, cased and in some
cases, completed gas wells.  Additionally, the Company is required to
drill and complete two gross shallow gas wells prior to July 31, 2009, to earn
post pooled minority interests of 4.84375% and 7.23125% respectively, in two
gross sections of land in the same area.  The Company completed this
acquisition on May 28th, 2009 and the Company drilled and completed the two
wells on July 23, 2009.  Pursuant to the Asset Purchase Agreement, on
April 15, 2009, the Company signed an Agreement Of Purchase and Sale with Poplar
to acquire petroleum and natural gas assets consisting of a 50% working interest
in two sections and 100% working interest in five sections, all of which
contains drilled, cased and in some cases, completed gas
wells.  Additionally, the Company was required to drill and complete
two gross shallow gas wells prior to July 31, 2009, to earn post pooled minority
interests of 4.84375% and 7.23125% respectively, in two gross sections of land
in the same area. The total consideration paid by the Company to Poplar was
$1,500,000 cash.  In addition the Company agreed to pay a finder’s fee
of $107,500 to Corporate House Equity Ltd., an arm’s length
party.




On May
28, 2009 the TSX Venture Exchange accepted for filing the agreement to purchase
these assets. See Item 4D “Information on the Company – Property, Plants and
Equipment” for information regarding the properties we will acquire if the First
West acquisition is consummated.




The
purchase was completed based on a reserve report dated December 31, 2008, and as
such at the time of the purchase of the Willesden Green properties, there was no
production, nor were there any proved reserves.  However, subsequent
to acquiring the properties, the Company completed work on those properties and
updated the reserve report, which then showed proved reserves but still no
production.




Private Placements




On
December 31, 2008 the Company announced a private placement of up to 8,000,000
common shares in the capital stock of the Company at a price of $0.05 per share,
for proceeds of $400,000.  This private placement was accepted by the
TSX Venture Exchange for filing on January 16, 2009.  Proceeds from
this private placement and the aforementioned loan were used to retire debt
incurred during the acquisition process of BANG and First West and for general
working capital purposes.




15


Concurrent
with the closing of the acquisition of the Willesden Green area petroleum
interests from Poplar Point Energy Inc., the Company completed a private
placement of 12,183,000 common shares at $0.25 per share for gross proceeds of
$3,045,750.  The proceeds were used to pay cash commissions
aggregating $165,602 to certain finders for the introduction of the subscribers,
the acquisition costs of the petroleum interests of $1,500,000 and for general
working capital purposes.




On
October 14, 2009, the Company completed a non-brokered private placement of
shares for net proceeds of $520,800 to be used for drilling programs and general
working capital purposes.




On
February 2, 2010, the Company announced a private placement of up to 2,000,000
common shares in at a price of $0.15 per common share, for gross proceeds of up
to $300,000.  On March 4 , 2010, the Company announced that the amount
of the offering had increased to 4,066,997 units at a price of $0.15 per unit,
for gross proceeds of $609,050.  Each unit consists of one common and
one common share purchase warrant with an exercise price of $0.20 per share and
an exercise period of one year from the closing of the
offering.  Securities to be issued pursuant to the offering are
subject to a four-month hold period from the date of closing. Proceeds from the
offering will be used for general working capital purposes.  The
private placement is subject to final regulatory and TSX Venture Exchange
approval.




The
Company intends to raise equity funding on an on going basis for the purpose of
financing general working capital and exploration programs.




During
the prior fiscal year the Company received $80,000 by way of a loan payable on
demand, unsecured and non-interest bearing from a third party. The amount was
repaid during the current fiscal year. The Company has made no other debt
financing arrangements during this fiscal year.




C.           Organizational
Structure




We are
not a member of any group of companies.  We do not presently have any
subsidiaries, however, if we identify in the future any company to acquire, we
may form or acquire one or more subsidiaries for such acquisition.




D.           Property,
Plants and Equipment




Our
activities are focused on the exploration of oil and gas properties. As of the
date of this registration statement, we do not own plants or
equipment.




Willesden
Green Property





On
March 19, 2009 the Company signed an Assignment Agreement with Quarry Bay to
which we acquired all of Quarry Bay’s rights and obligations pursuant to a
Letter Agreement (the “Letter”) signed between Poplar and Quarry Bay for
$25,000.  Under the terms of the Letter, the company shall pay a total
cash consideration of One Million Five Hundred Thousand dollars (CDN $1,500,000)
for the certain petroleum and natural gas assets, tangibles and miscellaneous
interest situated in the Willesden Green area of west-central Alberta from
Poplar Point Energy Inc.  The petroleum and natural gas assets
consists of 50% working interest in two sections and 100% working interest in
five sections, all of which contains drilled, cased and in some cases, completed
gas wells.  Additionally, the Company was required to drill and
complete two gross shallow gas wells prior to July 31, 2009, to earn post pooled
minority interests of 4.84375% and 7.23125% respectively, in two gross sections
of land in the same area.  The Company drilled such two wells on July
23, 2009.





Pursuant
to the Asset Purchase Agreement, on April 15th, 2009
the Company signed an Agreement Of Purchase and Sale with Poplar to acquire
petroleum and natural gas assets consisting of 50% working interest in two
sections and 100% working interest in five sections, all of which contains
drilled, cased and in some cases, completed gas wells.  Additionally,
the Company was required to drill and complete two gross shallow gas wells prior
to July 31, 2009, to earn post pooled minority interests of 4.84375% and
7.23125% respectively, in two gross sections of land in the same area. The total
consideration payable by the Company to Poplar is $1,500,000 cash.  In
addition the Company agreed to pay a finder’s fee of $107,500 to Corporate House
Equity Ltd., an arm’s length party.


16





On May
28, 2009 the TSX Venture Exchange accepted for filing the agreement to purchase
these assets.





The
purchase was completed based on a reserve report dated December 31, 2008, and as
such at the time of the purchase of the Willesden Green properties, there was no
production, nor were there any proved reserves.  However, subsequent
to acquiring the properties, the Company completed work on those properties and
updated the reserve report, which then showed proven reserves, but still no
production.




The table
below outlines certain Petroleum and Natural Gas Rights and certain Tangibles
and other Miscellaneous Interests in the properties acquired pursuant to the
Asset Purchase Agreement:




Lands
                      
                      Petroleum And Natural
                        GasRights
                      
                      Vendor’s
                        Interest
                      
                      WellsTWP 41 RGE 3 W5M:
      31
                      
                      NG to base Edmonton
      Sands
                      
                      
                      100
                      %
                      100/04-31-041-03-W5/00TWP 41 RGE 4 W5M:
      33
                      
                      NG to base Edmonton
      Sands
                      
                      
                      100
                      %
                      100/16-33-041-04-W5/00TWP 41 RGE 4 W5M:SE
      35
                      
                      NG to base Edmonton
      Sands
                      
                      
                      100
                      %
                      100/12-35-041-04-W5/00TWP 41 RGE 4 W5M: SW
      35
                      
                      NG to base Edmonton
      Sands
                      
                      
                      100
                      %
                      100/12-35-041-04-W5/00TWP 41 RGE 4 W5M: NE
      35
                      
                      NG to base Edmonton
      Sands
                      
                      
                      100
                      %
                      100/12-35-041-04-W5/00TWP 41 RGE 4 W5M: Ptn. NW
      35
                      
                      NG to base Edmonton
      Sands
                      
                      
                      100
                      %
                      100/12-35-041-04-W5/00TWP 41 RGE 4 W5M: Ptn. NW
      35
                      
                      NG to top Belly
      River
                      
                      
                      100
                      %
                      100/12-35-041-04-W5/00TWP 42 RGE 4 W5M: NE
      5
                      
                      NG to top Belly
      River
                      
                      
                      100
                      %
                      102/11-05-042-04-W5/00TWP 42 RGE 4 W5M: NW
      5
                      
                      NG to top Belly
      River
                      
                      
                      100
                      %
                      102/11-05-042-04-W5/00TWP 42 RGE 4 W5M: SW
      5TWP 42 RGE 4 W5M: NW
      5
                      
                      NG to top Belly
      River
                      
                      
                      100
                      %
                      102/11-05-042-04-W5/00TWP 42 RGE 4 W5M: SW
      5TWP 42 RGE 4 W5M: NW
      5
                      
                      NG to top Belly
      River
                      
                      
                      100
                      %
                      102/11-05-042-04-W5/00TWP 42 RGE 4 W5M: SW
      5TWP 42 RGE 4 W5M: NW
      5
                      
                      NG to top Belly
      River
                      
                      
                      100
                      %
                      102/11-05-042-04-W5/00TWP 42 RGE 4 W5M: SW
      5TWP 42 RGE 4 W5M: SE
      5
                      
                      NG to top Belly
      River
                      
                      
                      100
                      %
                      102/11-05-042-04-W5/00




17





Lands
                        
                        Petroleum And Natural
                          GasRights
                        
                        Vendor’s
                          Interest
                        
                        WellsTWP 42 RGE 4 W5M:
      6
                        
                        NG to base Edmonton
      Sands
                        
                        
                        100
                        %
                        102/16-06-042-04-W5/00TWP 42 RGE 4 W5M: SE
      7
                        
                        NG to base Edmonton
      Sands
                        
                        
                        50
                        %
                        102/14-07-042-04-W5/00TWP 42 RGE 4 W5M: NW
      7
                        
                        NG to base Edmonton
      Sands
                        
                        
                        50
                        %
                        102/14-07-042-04-W5/00TWP 42 RGE 4 W5M: SW
      7
                        
                        NG to base Edmonton
      Sands
                        
                        
                        50
                        %
                        102/14-07-042-04-W5/00TWP 42 RGE 4 W5M: NE
      7
                        
                        NG to base Edmonton
      Sands
                        
                        
                        50
                        %
                        102/14-07-042-04-W5/00TWP 42 RGE 4 W5M: W
      9
                        
                        NG to base Edmonton
      Sands
                        
                        
                        50
                        %
                        102/4-09-042-04-W5/00TWP 42 RGE 4 W5M: SE
      9
                        
                        NG to base Edmonton
      Sands
                        
                        
                        50
                        %
                        102/4-09-042-04-W5/00TWP 42 RGE 4 W5M: NE
      9
                        
                        NG to base Edmonton
      Sands
                        
                        
                        50
                        %
                        102/4-09-042-04-W5/00





Additionally,
the Company will undertake to drill and complete two gross wells on behalf of
the Vendor to earn certain Petroleum and Natural Gas Rights and other
Miscellaneous Interests related thereto in respect of the following
properties:




Lands
                                  
                                  Petroleum And Natural
                                    GasRights
                                  
                                  Vendor’s
                                    Interest
                                  
                                  WellsTWP 40 RGE 5 W5M:
      NE24
                                  
                                  NG to base Edmonton
      Sands
                                  
                                  
                                  19.375
                                  %
                                  NoneTWP 40 RGE 5 W5M:
      SE25TWP 40 RGE 5 W5M:
      SW25
                                  
                                  NG to base Edmonton
      Sands
                                  
                                  
                                  9.55
                                  %
                                  None




The
following information is with respect to the Target Assets, which are properties
material to the Company (assuming completion of the Acquisition and completion
of the COB).




NI
51-101 Report




A report entitled
“Guildhall Minerals Ltd. – Reserve Estimation and Economic Evaluation” by AJM
Petroleum Consultants (“AJM”)
and prepared by Douglas S. Ashton, P. Eng, and D.L. Horbachewski, P. Geol, each
an independent qualified person, dated April 28, 2009 (effective date December
31, 2008) (the “NI
51-101 Report”), was prepared for the Company in compliance with NI
51-101. This report shows no proved or producing reserves on the properties
which were purchased by the Company.  The following summary has been
prepared with the consent of AJM and in most cases is a direct extract of the
disclosure contained in the NI 51-101 Report, who have authorized the contents
of this part of this registration statement.  A copy of the NI 51-101
Report may be inspected at the offices of the Company at Suite 2410 – 650 West
Georgia Street, Vancouver, British Columbia, V6B 4N7 during normal business
hours.  The NI 51-101 Report will be filed with certain Canadian
securities regulatory authorities pursuant to NI-51-101 and will be available
for review on the SEDAR website at www.sedar.com.




18




In the
course of the evaluation, the Vendor provided the Author’s personnel with basic
information which included land, well and accounting (product prices and
operating costs) information; reservoir and geological studies, estimates of
on-stream dates for certain properties, contract information, budget forecasts
and financial data. Other engineering, geological or economic data required to
conduct the evaluation and upon which this report is based, were obtained from
public records, other operators and from the Author’s non-confidential files.
The extent and character of ownership and accuracy of all factual data supplied
for the independent evaluation, from all sources, has been
accepted.




AJM
received a “Representation Letter” from the Vendor dated April 27, 2009 prior to
the finalization of the NI 51-101 Report. This letter specifically addressed the
accuracy, completeness and materiality of all the data and information that was
supplied to AJM during the course of its evaluation of the Vendor’s reserves and
net present values.




A field
inspection and environmental/safety assessment of the properties was beyond the
scope of the engagement of the AJM and none was carried out. The Representation
Letter received from the Vendor provided assurance that no additional
information necessary for the completion of our assignment would have been
obtained by a field inspection.




The
accuracy of any reserve and production estimates is a function of the quality
and quantity of available data and of engineering interpretation and judgment.
While reserve and production estimates presented herein are considered
reasonable, and adhere to the COGEH and NI 51-101 (as applicable), the estimates
should be accepted with the understanding that reservoir performance subsequent
to the date of the estimate may justify revision, either upward or
downward.




Revenue
projections presented in the NI 51-101 Report are based in part on forecasts of
market prices, current exchange rates, inflation, market demand and government
policy which are subject to uncertainties and may in future differ materially
from the forecasts in the NI 51-101 Report. Present values of future net
revenues documented in the NI 51-101 Report do not necessarily represent the
fair market value of the reserves evaluated herein.




Item
4A. Unresolved
Staff Comments




Not
applicable.




Item
5.                    Operating
and Financial Review and Prospects




The
following discussion of our results of operations should be read together with
our financial statements and the related notes, which appear elsewhere in this
registration statement.  The following discussion may contain
forward-looking statements that reflect our current plans, estimates and beliefs
and involve risks and uncertainties.  Our actual results may differ
materially from those discussed in the forward-looking
statements.  Factors that could cause or contribute to such
differences include those discussed below and elsewhere in this registration
statement.




A.           Operating
Results




Overview




We are
exploration stage company engaged principally in the acquisition, exploration
and when warranted, development, of oil and gas properties.  From our
incorporation in 1968 until the end of 2004, we engaged in various business
activities and mineral exploration activities, all of which were abandoned and
terminated as being not successful or offering a potential for
profit.  Since the beginning of 2005, we have negotiated and signed
option agreements for two British Columbia, Canada mineral properties, both of
which we have since terminated. We are presently engaged in the acquisition and
development of oil and gas properties.  Our principal business will be
to identify and evaluate opportunities for the acquisition of interests in oil
and gas properties and to undertake exploration and/or development programs on
such properties if acquired or to joint venture or option such properties to
third parties, with a view to discovering oil and natural gas. The Company
completed the acquisition of certain oil and gas assets on May 28Th,
2009.  
See Item 4B “Information on the Company – Business Overview.”




19


Our
financial statements appearing in this registration statement are prepared in
Canadian dollars and in accordance with Canadian GAAP which vary in certain
respects from U.S. GAAP, as described in Note 13 to the financial statements for
the year ended March 31, 2009.




Critical
Accounting Policies




Preparation
of the financial statements in conformity with Canadian GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the reported amounts of revenues and expenses during the
reporting period.  Significant areas requiring the use of management
estimates relate to the determination of the fair value of stock-based
transactions and the determination of the impairment of mineral
properties.  Where estimates have been used, financial results as
determined by actual events could differ from these estimates.





Oil
and Gas Properties




The
Company follows the full cost method of accounting for its oil and gas
operations whereby all costs related to the acquisition of, exploration for and
development of petroleum and natural gas interests are
capitalized.  Such costs include land and lease acquisition costs,
annual carrying charges of non-producing properties, geological and geophysical
costs, interest costs, costs of drilling and equipping productive and
non-productive wells, and direct exploration consulting fees. Proceeds from the
disposal of oil and gas interests are recorded as a reduction of the related
expenditures without recognition of a gain or loss unless the disposal would
result in a change of 20 percent or more in the depletion rate.





Depletion
and depreciation of the capitalized costs will be computed using the
unit-of-production method based on the estimated proven reserves of oil and gas
determined by independent consultants.  Costs of significant unproved
properties, net of impairment, and estimated salvage values are excluded from
the depletion and depreciation calculation.





Estimated
future removal and site restoration costs are provided over the life of proven
reserves on a unit-of-production basis. Costs, which include the cost of
production, equipment removal and environmental clean-up, are estimated each
period by management based on current regulations, costs, technologies and
industry standards.   The charge is included in the provision for
depletion and depreciation and the actual restoration expenditures are charged
to the accumulated provision accounts as incurred.





The
Company evaluates its oil and gas assets on an annual basis using a ceiling test
to determine that the costs are recoverable and do not exceed the fair value of
the properties.  The costs are assessed to be recoverable if the sum
of the undiscounted cash flows expected from the production of proved reserves
less unproved properties exceed the carrying value of the oil and gas
assets.  If the carrying value of the oil and gas assets is not
assessed to be recoverable, an impairment loss is recognized to the extent that
the carrying value exceeds the sum of the discounted cash flows expected form
the production of proved and probable reserves less unproved
properties.  The cash flows are estimated using the future product
prices and costs and are discounted using a risk-free rate.


20





Foreign
Currency Translation





Foreign
denominated monetary assets and liabilities are translated to their Canadian
dollar equivalents using foreign exchange rates which prevailed at the balance
sheet date.  Non-monetary items are translated at historical exchange
rates, except for items carried at market value, which are translated at the
rate of exchange in effect at the balance sheet date.  Revenue and
expenses are translated at average rates of exchange during the
period.  Exchange gains or losses arising on foreign currency
translation are included in the determination of operating results for the
period.





Loss
per Share





The
Company uses the treasury stock method to compute the dilutive effect of
options, warrants and similar instruments.  Under this method the
dilutive effect on loss per common share is recognized from the use of the
proceeds that could be obtained upon exercise of options, warrants and similar
instruments.  It assumes that the proceeds would be used to purchase
common shares at the average market price during the period.





Basic
loss per share figures have been calculated using the weighted average number of
shares outstanding during the respective periods.  Diluted loss per
share figures are equal to those of basic loss per share for each year since the
effects of the share purchase warrants and stock options have been excluded as
they are anti-dilutive.





Stock-Based
Compensation





The
Company recognizes compensation expense for stock options using the fair value
based method in accordance with the Canadian Institute of Chartered Accountants
(“CICA”) Handbook section 3870 “Stock-Based Compensation and Other Stock-Based
Payments”. Under this method, the fair value of options granted is estimated at
the date of grant using the Black-Scholes option pricing model incorporating
assumptions regarding risk-free interest rates, dividend yield, volatility
factor of the expected market price of the Company’s stock, and a weighted
average expected life of the options. The estimated fair value of the options is
determined at the date of grant and recorded over the options’ vesting
period.  Any consideration paid on amounts attributable to stock
options is credited to share capital upon exercise together with amounts
previously allocated to contributed surplus arising from the initial value
recorded.





Asset Retirement
Obligations





The
Company recognizes liabilities for statutory, contractual or legal obligations
associated with the retirement of tangible long-lived assets, including rights
to explore or exploit natural resources, when those obligations result from the
acquisition, construction, development or normal operation of the assets.Initially, a liability for an asset
retirement obligation is recognized at its fair value in the period in which it
is incurred. Upon initial recognition of the liability, the corresponding
asset retirement cost is added to the carrying amount of the related asset and
the cost is amortized as an expenseover the economic life of the asset
using either the unit-of-production method or the straight-line method, as
appropriate. Following the initial recognition of the asset retirement
obligation, the carrying amount of the liability is increased for the passage of
time and adjusted for changes to the amount or timing of the underlying cash
flows needed to settle the obligation.





Impairment
of Long-Lived Assets





Long-lived
assets are tested for recoverability when events or changes in circumstances
indicate their carrying value may not be recoverable.  A long-lived
asset is potentially not recoverable when its carrying value is greater than the
sum of its undiscounted cash flows expected to result from its use and eventual
disposition.  The impairment loss, if any, is measured as the amount
by which the long-lived asset’s carrying amount exceeds its fair
value.




21


Comprehensive
Income (Loss)




CICA
Handbook Section 1530 establishes standards for reporting and presenting
comprehensive income (loss), which is defined as the change in equity from
transactions and other events from non owner sources.  Other
comprehensive income (loss) refers to items recognized in comprehensive income
(loss) that are excluded from net income (loss) calculated in accordance with
generally accepted accounting principles.  The Company’s comprehensive
income (loss) is equal to its net loss for the year.





Financial
Instruments





CICA
Handbook Sections 3862 and 3863 replace Handbook Section 3861, Financial
Instruments – Disclosure and Presentation, revising and enhancing its disclosure
requirements, and carrying forward unchanged its presentation requirements.
These new sections place increased emphasis on disclosures about the nature and
extent of risks arising from financial instruments and how the entity manages
those risks. The Company has included disclosures recommended by the new CICA
Handbook sections in Note 10 to these financial statements.





The
Company’s financial instruments consist of cash and cash equivalents, promissory
note receivable, accounts payable, loan payable and amounts due to related
parties.  The fair value of the Company’s arms-length short term
financial instruments is estimated by management to approximate their carrying
values due to their immediate or short-term maturity.  The fair value
of advances due to related parties has not been determined as comparable
arms-length interest, security and risk information is not
determinable.





The
Company designated its cash and cash equivalents as held-for-trading, which are
measured at fair value.  Promissory note receivable is classified as
loans and receivables, which are measured at amortized cost.  Accounts
payable, loan payable and due to related parties are classified as other
financial liabilities, which are measured at amortized cost.





Results
of Operations - Year Ended March 31, 2009




Income.We did not have any
revenues in the three fiscal years ended March 31, 2009, 2008 and
2007.  In the fiscal year ended March 31, 2009, we had interest income
of $3,716 earned on short term guaranteed certificates and $16,710 of accrued
interest on the “Bang” promissory note receivable (2008 - $7,714; 2007 -
$nil).




Expenses.Our operating expenses
are primarily general and administrative in nature and include management,
consulting, accounting and legal fees.  Our operating expenses
increased to $321,738 in the fiscal year ended March 31, 2009, from $169,910 in
the fiscal year ended March 31, 2008 (2007 - $196,407).  Total
expenses increased in fiscal years 2008 and 2009 from $158,797 to $1,019,568
(2007 - $216,222) primarily as a result of write-offs of acquisition and
financing costs of $268,279 and the write-down of our note receivable totaling
$522,350 including accrued interest.Pursuant to a loan agreement
dated July 16, 2008, the Company loaned $504,520 (US$400,000) by way of a
promissory note to British American Natural Gas Corporation.  This
loan was in conjunction with a proposed acquisition (refer to Note 5 of the
financial statements).  The loan, together with interest at a rate of
5% per annum, is due on July 16, 2010. Management has determined that
collectability of these amounts is uncertain and therefore has written down the
note receivable and accrued interest to $1.




Write-down of mineral
properties.
In the fiscal year ended March 31, 2007, we determined that the carrying value
of the Stellar property may not be recoverable and $71,314 relating to the
property was written-off.  In the fiscal year ended March 31, 2008,
following our termination of the option agreement for the Stellar property in
July 2007, we wrote-off the property to nil carrying value and recorded a
write-down of $1. At March 31,
2009 the Company decided not to pursue further interest in the claims and have
allowed the option to lapse.  The Company has written off the property
to $nil resulting in a loss of $33,500.




Exploration Tax Credit.We recorded a British
Columbia Mineral Tax credit of $2,461 in the year ended March 31, 2009 for exploration previously carried out
on the Bridge property which has been recorded in income as the carrying value
has been fully written off.We recorded a British Columbia
Mineral Tax credit of $11,114 in the year ended March 31, 2008 for exploration previously carried out
on the Stellar property which has been recorded in income as the carrying value
has been fully written off. We did not record any tax credit in the
fiscal years ended March 31, 2007 and 2006.




22


Gain on debtsettlement.  In the fiscal years ended
March 31, 2007 and 2006, we recorded a gain of $51,500 and $11,439,
respectively, due to a debt settlement that resulted in the cancellation of
outstanding debt for management fees owed to our President and Chief Executive
Officer.




Net Loss.  As a result of the
above, we incurred a net loss of $999,142  $151,083, and $216,222 in
the years ended March 31, 2009, 2008 and 2007.




Results of Operations - Nine Months
ended December 31, 2009




Income.We did not
have any revenues for the nine months ended December 31, 2009, as compared to
$13,214 for the comparable period in 2008 which was primarily attributed to
accrued interest.




Total
Expenses.As a
result of the above, total expenses increased to $1,022,038 for the nine month
period ended December 31, 2009, from $246,298 in the comparable period in
2008.





Consulting
Fees.  Consulting
fees increased to $126,141 for the nine months ended December 31, 2009, as
compared to $30,000 for the comparable period in 2008, due primarily to the
addition of consulting services of a director, and financial consulting fees to
third parties and entities performing senior management
functions.





Professional
Fees.Professional fees increased to $146,599
for the nine months ended December 31, 2009, as compared to $78,198 for the
comparable period in 2008, due primarily to an increase in stock exchange
filings and legal and audit costs, reactivation with the TSX Venture exchange,
our name change and our application for listing in the United
States.





Travel and
Promotion.  Travel and promotion
expenses increased to $92,023 for the nine months ended December 31, 2009, as
compared $4,628 for the comparable period in 2008, due primarily to increased
travel to resource locations and presentations.





Rent.  Rent expenses increased to $69,921  for the
nine months ended December 31, 2009, as compared $41,000 for the comparable
period in 2008, due to our a move to new premises with increased rent
costs.





Director Fees and
Management Fees.  Director fees increased
were of $19,000 for the nine months ended December 31, 2009, as compared to
$20,000 for the comparable period in 2008.





Management
Fees.  Management
fees decreased to $0 for the nine months ended December 31, 2009, as compared to
$22,500 for the comparable period in 2008, due to termination of an engagement
contract that was place during the 2008 period.





Shareholder Information
Costs.  Costs associated with
shareholders’ information increased to $33,418 for the nine months ended
December 31, 2009, as compared $1,930 for the comparable period in 2008, due to
an increase in market news releases.





Stock Exchange and
Transfer Agent Fees.  Stock exchange and transfer
agent fees increased to $44,863 for the nine months ended December 31, 2009, as
compared to $10,287 for the comparable period in 2008, due primarily to an
increase in regulatory filings in 2009.





Office and
Administration.  Office and administration
expenses increased to $117,053 for the nine months ended December 31, 2009, as
compared to $37,753 for the comparable period in 2008 due web-site development
costs and increased administrative activities and staff related to our increased
activity.





Capitalization of
Exploration and Development Costs.General and administrative costs related
to oil and gas exploration and development activities of $334,867 have been
capitalized during the period ended December 31, 2009 (2008 -
$nil).





Stock Based
Compensation Expense.  During the nine month
period ended December 31, 2009, we incurred $370,776 of stock based compensation
expenses associated with option grants to certain key officers, directors and
consultants.


23





Net
Loss.As a
result of the above, we incurred a net loss for nine month period ending
December 31, 2009 totaled $1,022,038 (2008: $432,194).





Recently
Issued Accounting Standards





Canadian
Pronouncements




Recently
Adopted Accounting Policies





Accounting
Changes


Effective
April 1, 2007, the Company adopted CICA Handbook Section 1506, “Accounting
Changes.”.  This new standard establishes criteria for changing
accounting policies, together with the accounting treatment and disclosure of
changes in accounting policies, changes in accounting estimates and the
correction of errors.   The disclosure is to include, on an
interim and annual basis, a description and the impact on the Company on any new
primary source of GAAP that has been issued but is not yet
effective.  Adoption of this standard did not affect the Company’s
financial result.





Capital
Disclosures


The new standard, CICA Handbook Section
1535, Capital Disclosures, is effective for annual and interim periods beginning
on or after October 1, 2007 and requires disclosure of the Company’s objectives,
policies and processes for managing capital; quantitative data about what the
Company regards as capital; whether the Company has complies with any capital
requirements; and, if the Company has not complied, the consequences of such
non-compliance.  The new accounting standard covers disclosure only
and has had no effect on the financial results of the Company.  See
Note 11.





Credit
Risk and the Fair Value of Financial Assets and Financial
Liabilities


In
January 2009, the CICA approved Emerging Issues Committee (“EIC”) 173, Credit
Risk and the Fair Value of Financial Assets and Liabilities.  This guidance
clarified that an entity’s own credit risk and the credit risk of the
counterparty should be taken into account in determining the fair value of
financial assets and financial liabilities including derivative
instruments.  This guidance is applicable to fiscal periods ending on or
after January 12, 2009. Management does not expect that this will have a
significant impact on the Company’s financial
statements.





General
Standards of Financial Statement Presentation


CICA Handbook Section 1400 includes
requirements for management to assess and disclose an entity’s ability to
continue as a going concern.  This section applies to interim and
annual financial statements relating to fiscal years beginning on or after
January 1, 2008. The Company has provided the additional disclosure required in
Note 1.





Goodwill
and Intangible Assets


As of
April 1, 2009, the Company has adopted Handbook Section 3064 “Goodwill and
Intangible Assets” which replaced Handbook Section 3062 “Goodwill and Other
Intangible Assets” and Handbook Section 3450 “Research and Development
Costs”.  This Section clarifies the criteria for recognizing assets,
intangible assets and internally developed assets.  Items no longer meeting
the definition of an asset are not recognized with assets.  The provisions
relating to the definition and initial recognition of intangible assets are
equivalent to the corresponding provisions of International Accounting Standard
38 “Intangible Assets”.  At the time of adoption there was no effect on the
financial statements.





New
Accounting Standards Not Yet Adopted





International
Financial Reporting Standards


In 2006,
Canada’s Accounting Standards Board (“AcSB”) ratified a strategic plan that will
result in the convergence of Canadian GAAP, as used by public companies, with
International Financial Reporting Standards (“IFRS”) over a transitional period.
The AcSB has developed and published a detailed implementation plan, with a
changeover date for fiscal years beginning on or after January 1, 2011. The
impact of the transition to IFRS on the Company’s financial statements has yet
to be determined.




24





During
2009 and 2010, the Company will assess its requirements and first time adoption
methodologies, including its internal training and resource
needs.  The Company expects that by the second calendar quarter of
2010 management will have assessed conversion and first time adoption
implications.  During 2010 additional disclosures and analysis of
impacts will be provided leading up to adoption in the first quarter of
2011.





Business
Combination, Non-Controlling Interest, and Consolidation


In
January 2009, the CICA issued Handbook Sections 1582, Business Combination
(“Section 1582”), 1601, Consolidated Financial Statements. (“Section 1601”) and
1602, Non-controlling Interests, (“Section 1602”) which replaces CICA Handbook
Sections 1581, Business Combinations, and 1600, Consolidated Financial
Statements.  Section 1582 establishes standards for the accounting for
business combinations that is equivalent to the business combination accounting
standard under IFRS.  Section 1582 is applicable for the Company’s
business combinations and acquisition dates on or after January 1,
2011.  Early adoption of this section is permitted.  Section
1601 is applicable for the Company’s interim and annual financial statements for
its fiscal year beginning January 1, 2011.  Early adoption of this
section is permitted.  If the Company chooses to adopt any one of
these sections, the other sections must also be adopted at the same
time.  The adoption of this standard is not expected to have a
material impact on the Company’s financial statements.




United States
Pronouncements




In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles,” or SFAS 162.  SFAS 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 U.S. GAAP for nongovernmental
entities.  SFAS 162 is effective 60 days following the Securities and
Exchange Commission’s approval of the Public Company Accounting Oversight
Board’s amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles.”  We do not
expect there to be any significant impact of adopting SFAS 162 on our financial
position, cash flows and results of operations.





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – An interpretation of FASB Statement No. 60,” or SFAS
163.  SFAS 163 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.  It
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities, and requires expanded disclosures about
financial guarantee insurance contracts.  SFAS 163 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprise’s risk-management
activities.  SFAS 163 requires that disclosures about the
risk-management activities of the insurance enterprise be effective for the
first period beginning after issuance.  Except for those disclosures,
earlier application is not permitted.  SFAS 163 is not expected to
have a material effect on our financial statements.





In April
2009, the FASB issued FSP SFAS 157-4 which provides additional guidance for
estimating fair value in accordance with SFAS 157, “Fair Value Measurements”,
when the volume and level of activity for the asset or liability have
significantly decreased. FSP SFAS 157-4 also includes guidance on identifying
circumstances that indicate a transaction is not orderly. FSP SFAS 157-4
requires the disclosure of the inputs and valuation technique(s) used to measure
fair value and a discussion of changes in valuation techniques and related
inputs, if any, during the period. The adoption of this statement did not have a
material impact on the Company’s results of operations and financial
position.





In June
2009, the FASB issued FAS No. 165 “Subsequent Events”(“FAS
165”). FAS 165 requires companies to recognize in the financial statements the
effects of subsequent events that provide additional evidence about conditions
that existed at the date of the balance sheet, including the estimates inherent
in the process of preparing financial statements. An entity shall disclose the
date through which subsequent events have been evaluated, as well as whether
that date is the date the financial statements were issued. Companies are not
permitted to recognize subsequent events that provide evidence about conditions
that did not exist at the date of the balance sheet but arose after the balance
sheet date and before financial statements are issued. Some non recognized
subsequent events must be disclosed to keep the financial statements from being
misleading. For such events a company must disclose the nature of the event, an
estimate of its financial effect, or a statement that such an estimate cannot be
made. This Statement applies prospectively for interim or annual financial
periods ending after June 15, 2009. The adoption of FAS 165 is not expected to
have a material impact on the Company’s results of operations and financial
position.


25





In
June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles — a
replacement of FASB Statement No. 162(“SFAS 168”). Upon its
adoption, the FASB Accounting Standards Codification (the “Codification”) will
become the source of authoritative GAAP recognized by the FASB to be applied to
nongovernmental entities. On the effective date of SFAS 168, the Codification
will supersede all then-existing non-SEC accounting and reporting standards.
Following SFAS 168, the FASB will not issue new accounting standards in the form
of FASB Statements, FASB Staff Positions, or Emerging Issues Task Force
abstracts. SFAS 168 will also modify the existing hierarchy of GAAP to include
only two levels — authoritative and non-authoritative. SFAS 168 will be
effective for financial statements issued for interim and annual periods ending
after September 15, 2009, and early adoption is not permitted. The Company
does not believe that the adoption of this standard will have a material impact
on its financial position, results of operations or cash flows.





B.           Liquidity
and Capital Resources




As
of March 31, 2009




We are an
exploration stage company engaged principally in the acquisition, exploration
and, when warranted, the development of Oil and Gas Properties and as of March
31, 2009, we had an accumulated deficit of $11,045,777.  We have
historically financed our operations from the sale of our securities and the
exercise of outstanding warrants and options.




We had
$94,822 of cash and cash equivalents and a working capital deficit of $15,724 at
March 31, 2009 compared to $664,333 of cash and cash equivalents and$587,083 of working capital
as of March 31, 2008.   Cash, cash equivalents and working
capital deceased significantly in fiscal year 2009 as a result of increased
legal, accounting, and auditing expenses related to the proposed British America
Natural Gas and First West Petroleum acquisitions which were mutually cancelled
in December 2008.




Net cash
used in operating activities was $609,747, 135,908, and $72,170 during the years
ended March 31, 2009, 2008 and 2007, respectively.  These amounts were
used for administrative expenses, including management fees, consulting fees,
accounting fees and legal fees.  Net cash used in operating activities
increased significantly in fiscal year 2009 as a result of the $522,351
($400,000 USD) that was advanced to BANG, which has not been recovered and was
written down to a nominal value of $1, resulting in a charge to operations of
$522,350.




Net cash
used in investing activities was $439,764, $nil, and $14,211, during the years
ended March 31, 2009, 2008 and 2007, respectively.  Cash used in
investing activities increased in fiscal 2009 as we worked towards closing
significant transactions.




Net cash
provided by financing activities was$480,000, $624,030 and
$182,600 during the years ended March 31, 2009, 2008 and 2007,
respectively.  Cash provided by financing activities during the fiscal
year ended March 31, 2009 reflects proceeds from a sale of our securities and a
third party unsecured loan of $80,000.  Cash provided by financing
activities during the year ended March 31, 2008 reflects the exercise of
warrants and for the year ended March 31, 2007 from sales of our
securities.




As
of December 31, 2009




As at December 31, 2009, the Company had
$129,243 (2008: $28,723) in cash on hand and working capital of $345,877 (2008:
working capital deficiency of $333,011).




26


The increase in working capital came as
a result of the private placement financing that was completed on May 26, 2009
for gross proceeds of $3,045,750.  Portions of the proceeds were used
to purchase the Willesden Green petroleum and natural gas assets including
finder’s fees in the amount of $1,607,501, repayment of a demand loan of
$80,000, for exploration, development and drilling programs related to the
natural gas assets and for general working capital.





On October 14, 2009, the Company
completed a non-brokered private placement of shares for net proceeds of
$520,800 to be used for drilling programs and general working capital
purposes.





We will
require substantial additional funds in order to achieve our long-term goals and
make any significant acquisitions.  In addition, we will require
additional funds to undertake any significant exploration work or other business
activities.  We have historically financed our operations from the
sale of our securities and the exercise of outstanding warrants and
options.  In the opinion of the Company’s management, the current
working capital of the Company is not sufficient for the Company’s present
requirements, including the Company’s planned operations and exploration and
development activities.  The Company intends to obtain additional
financing to meet its working capital requirements through the joint venture of
projects, equity financing, debt financing or other means.  Any shortfall in funding could have a
material adverse effect on our business and future success.




C.
              Research
      and Development, Patents and
Licenses




We have
not performed any research and development over the past three fiscal
years.  We do not have any specific research and development
policies.




D.           Trend
Information




We are
exploration stage company engaged principally in the acquisition, exploration
and when warranted, development, of oil and gas properties.  As a
result, our business is dependent on the worldwide prices of oil and gas on
which we are focused at a given time.




In
addition, because some of our operations may be located in foreign countries,
our foreign costs, as expressed in Canadian dollars, are influenced by
fluctuations in the exchange rate of the Canadian dollar against the currencies
of those countries.  If the Canadian dollar cost of our foreign
operations increases as a result of the depreciation of the Canadian dollar, our
Canadian dollar-measured results of operations will be adversely
affected.




E.           Off-balance
Sheet Arrangements




We are
not a party to any material off-balance sheet arrangements.  In
addition, we have no unconsolidated special purpose financing or partnership
entities that are likely to create material contingent obligations.




F.           Tabular
Disclosure of Contractual Obligations




Contractual Obligations
              
              Payments due by periodTotal
              
              
              Less than 1
                  year
              
              
              1-3 years
              
              
              3-5
                  years
              
              
              More than
                  5yearsPurchase
      obligations (1)
              
              $
              1,500,000
              
              
              $
              1,500,000
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Drilling
      obligations (2)
              
              $
              1,500,000
              
              
              $
              1,500,000
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Total
              
              $
              3,000,000
              
              
              $
              3,000,000
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -


(1)
              Under the Letter Agreement (the
      “Letter”) signed between Poplar and Quarry Bay which was assigned to us,
      we were required to pay a total cash consideration of CDN$1,500,000 for
      the certain petroleum and natural gas assets, tangibles and miscellaneous
      interest situated in the Willesden Green area of west-central Alberta from
      Poplar. The transaction closed in May 2009 and the $1,500,000 was paid to
      Poplar.


(2)
              As part of the May 2009
      acquisition, we are required to drill and complete two gross shallow gas
      wells prior to July 31, 2009, to earn post pooled minority interests of
      4.84375% and 7.23125% respectively.  To date, we have paid 100%
      of the drilling and completion costs of these two wells.  Our
      partners have not yet indicated if they will participate for their share
      of the costs.  If they choose not to, we may earn a portion or
      all of these partners’ working
  interests.




27


Item
6.                      Directors,
Senior Management and Employees




A.           Directors
and Senior Management





Set forth
below are the name, age, principal position and a biographical description of
each of our directors and executive officers:




Name
            
            Age
            
            PositionBrad
      Nichol
            
            39
            
            President
      & Chief Executive OfficerHugh
      Loney
            
            44
            
            Manager,
      GeologyMiles
      Johnson
            
            46
            
            Manager,
      Operations and ConstructionScott
      Reeves
            
            40
            
            DirectorIan
      Thomson
            
            28
            
            Chief
      Financial OfficerChristopher
      R. Cooper
            
            40
            
            DirectorDarcy
      Spady
            
            46
            
            DirectorTed
      Konyi
            
            55
            
            Director





There are
no known family relationships between any of our officers and directors. To the
best knowledge of our knowledge, there are no arrangements or understandings
with any major shareholders, customers, suppliers or others, pursuant to which
any of our officers and directors was selected as a director or member of senior
management.





Scott
Reeves, Director





Mr.
Reeves is a partner with a practice focused on securities, corporate finance and
commercial transactions for emerging and growth companies and partnerships. He
has advised numerous private and public corporations on a wide range of business
matters including access to capital markets, corporate governance and
operational issues.




Mr.
Reeves acts for a large number of TSX and TSX Venture Exchange-listed companies
in a wide range of industries, including oil and gas, mining, technology,
biotechnology and industrial issuers. Mr. Reeves has extensive experience in
private and public debt and equity offerings, corporate acquisitions of assets
and shares, corporate restructurings and debt financing. He also acts a director
and/or corporate secretary for many public and private companies, providing
detailed corporate governance and continuous disclosure advice to his
clients.




Mr.
Reeves has both law and bachelor of commerce degrees (with distinction) from the
University of Alberta where he served as co-editor in chief for the Alberta Law
Review. He has received numerous academic and community service awards and has
published and lectured extensively in the areas of growth financing, stock
exchange listing and corporate governance.




He has
acted as a lead instructor for the Masters degree program in eBusiness from
Osgoode Hall Law School and has taught eCommerce Financing at Calgary’s Mount
Royal College. He currently teaches an advanced corporate finance course on
Growth Businesses and the Law for the University of Alberta’s Faculty of Law.
Scott is also a member of the Alberta Advisory Board for the TSX Venture
Exchange.




28


Christopher
R. Cooper, Director





Mr.
Cooper has over ten years experience in oil and gas management and finance.
Since April 2003, Mr. Chris Cooper has served as the President and Chief
Executive Officer of Northern Sun Exploration Company Inc. and is a director of
Benchmark Energy. Mr. Cooper co-founded several junior and intermediate oil and
gas companies including Choice Resources, Watch Resources Ltd. And Banks Energy
Inc., and was instrumental in the acquisition and/or merger of these companies.
Mr. Cooper holds a Bachelor of Business Administration degree from Hofstra
University and an MBA degree in Business from Dowling College.





Ian
Thomson, Chief Financial Officer





Ian
Thomson completed his Bachelor of Commerce degree at the University of Calgary
in 2003. He articled at Heywood Holmes & Partners LLP in Red Deer, Alberta
for a year before returning to Calgary and joining DNTW Chartered Accountants,
LLP. He wrote the UFE in 2005 and obtained his CA designation in September 2006.
In January 2006, Mr. Thomson moved on to work with Ascend LLP which merged with
Meyers Norris Penny LLP in January 2008. Mr. Thomson started his own firm, Ian
Thomson Professional Corporation, in December 2008 through which he provides
accounting support to public and private companies, as well as compilations and
tax services for owner-managed businesses.





Darcy
Spady, Director





Mr.
Spady’s previous positions include President & CEO at Contact Exploration,
Chief Operating Officer at PetroGlobe Inc., Director of Production Optimization
and Vice President of Canadian Operations for Columbia Natural Resources, LLC.
(CNR) based in Charleston, West Virginia, and General Manager of Columbia’s
Canadian subsidiary based in Fredericton, New Brunswick. He has held various
Engineering and Management positions at Dowell and Schlumberger Wireline. Mr.
Spady has a Bachelor of Science in Petroleum Engineering from the University of
Alberta and is a Registered Professional Engineer in the Provinces of Alberta
and New Brunswick, Canada.





Ted
Konyi, Director





Mr. Konyi has over 25 years
experience as a financial entrepreneur. As founder of the Maxwell group of
companies, he has been involved in the startup and growth phases of 15
corporations primarily in the energy and technology industries. The primary
operating company in the group, Maxwell Mercantile Inc., has completed in excess
of $200 million in private and public financings. From 1988 through 1998, Mr.
Konyi was responsible for forming and financing 17 Limited Partnerships that
invested successfully in the energy sector. This involved the acquisition of
~$120 million of producing oil and gas assets in Alberta and managing the cash
flow for over 1500 limited partners. From 1994 to the present, Mr. Konyi has
been involved as a director or senior officer in 12 publicly listed companies.
Currently a director of Magnum Energy Inc., a public Alberta based oil and gas
company and a founding director of First Coal Corporation, a private B.C. based
metallurgical coal company.





Brad
Nichol, President





Brad
Nichol has held roles in the executive suite of junior oil and gas exploration
and production companies. His experiences are in private and public startups,
takeovers and turnarounds. In his position as Management Consultant at a
top-tier international firm, Mr. Nichol advised the CEOs and CFOs of Fortune 500
corporations on business and corporate strategies, mergers & acquisitions
and corporate reorganizations throughout Europe and the United
States.





Mr.
Nichol joined Schlumberger in 1992, and enjoyed an international career focused
on technical excellence, project management and field operations. His early
career focused on reservoir evaluation and enhancement strategies. In 1996 he
assumed responsibility for reservoir stimulation and wellbore construction
services for BP in Colombia. In 1999 Mr. Nichol joined a U.K business unit in
the Measurement and Systems division of Schlumberger, and was on the team
responsible for the corporate turnaround and eventual sale of that
business.  Mr. Nichol is a Professional Engineer (Mechanical) and
earned his MBA, with honours, from the London Business School.




29


Hugh
Loney, Manager, Geology





Hugh
Loney has provided geological services to many small to mid-sized petroleum
companies. His passion for prospecting has been focused on Western Canada,
specifically central and southern Alberta, for his entire
career.  After earning his BSc. In Geology with a minor in Geography,
he worked in geological roles at Altana Exploration, Encounter Energy, Lannex
Resources, Terradyne Energy and Berry Creek Resources.





Mr. Loney then entered the Independent
Engineering Evaluator arena when he joined Ryder Scott Company of Engineers and
later, A.J.M. Petroleum Consultants. While at these firms, Mr. Loney identified
and evaluated existing and potential hydrocarbon plays in Canada, the US and
Internationally.





Mr. Loney
left Independent Engineering Evaluations to serve as Senior Geologist with the
largest Edmonton Sands E&P Company in Canada, where he worked with both land
and engineering staff to drill with a near perfect success rate in the Edmonton
Sands.





Mr.
Loney’s pragmatic, holistic approach, refined through his experiences in the
evaluation, engineering and geological fields make him one of the most
well-rounded technical professionals in the industry.





Miles
Johnson, Manager, Operations and Construction





Miles
Johnson brings a wealth of experience to Edge Resources. He has spent his entire
career in the energy industry in the management of mining operations, project
co-ordination and all aspects of facilities and pipeline
construction.  Mr. Johnson has been Operations Manager with a major
Placer Mining Operation in Dawson City, Yukon, founder and President of Maverick
Gold Mines and on the Board of Directors for the Klondike Placer Miners
Association.





His
in-depth knowledge of plant and field operations, originating at Shell’s
Rosevear sour gas plant, led him to start his own multi-service oil and gas
consulting company, where he has successfully consulted to Conoco Canada, Crew
Energy, Provident Energy, Infiniti Resources, Argent Energy and Grantech
International. As Chief Inspector for Conoco Canada in the challenging Foothills
Region, Mr. Johnson held complete responsibility for all regulatory
consultations, First Nations consultations, environmental (Dept. of Fisheries
& Oceans, Forestry, Fish & Wildlife, Alberta Environment) consultations,
co-ordination with surface land and construction of all roads, leases, pipelines
and facilities.





Mr.
Johnson is well known for his success at continually reducing timelines and
costs with innovation and ingenuity.





B.           Compensation





On
June 1, 2009, the Company entered into an Executive Consulting Agreement with
FiveN Consulting Inc. (FiveNFiveN) a company owned and operated by Brad Nichol,
our President and CEO.  Pursuant to this agreement, FiveN provides the
functions of the Company’s President & CEO through the services of Mr.
Nichol.  FiveN Consulting is paid $15,416 (2008 and 2007 - $nil) per
month for these services.  All services provided by Mr. Nichol to the
Company are provided through FiveN.  The duties and services Mr.
Nichol provides to the Company are not in conflict nor are there any fiduciary
conflicts with FiveN Consulting.  In providing services to the
Company, Mr. Nichol does not owe any fiduciary duty to FiveN that is different
from, or in conflict with, the duties owed by Mr. Nichol to the
Company.  On June 2, 2009 the Company granted 750,000 options to Mr.
Nichol at an exercise price of $0.30 per share for a 5 year
period.  One-quarter of these options vested immediately; and
one-quarter of the options shall vest on each of the sixth month anniversary;
the one year anniversary and the eighteenth month anniversary from the grant
date.





During
the year ended March 31, 2009 the Company incurred: $22,500 for management fees
to the past President and CEO (2008 - $30,000; 2007 - $30,000).  At
March 31, 2009 $nil (2008 - $7,516; 2007 - $15,775) is owing to the past
President and CEO for fees and expenses incurred on behalf of the
Company.  The outstanding amounts are unsecured, non-interest bearing
and without specific repayment terms. During November 2007, 130,000 shares at a
price of $0.21 per share were issued in settlement of $27,300 of debt due the
past President and CEO.




30


Terence
Kwan, the Company’s former Chief Financial Officer, also acts as its
accountant.  Pursuant to an unwritten agreement between the Company,
Mr. Kwan and TK Investments Ltd., a company controlled by Mr. Kwan, a monthly
fee of $3,000 was paid to TK Investments, Ld. in consideration of Mr. Kwan’s
accounting services from the period of April 2008 to September
2008.  The monthly fee was increased to $3,500 per month from October
2008 to March 2009.  Total fees paid for the fiscal year ended March
31, 2009 were $39,000 (2008: $36,000; 2007 - $5,000).  At March 31,
2009 $nil (2008 - $3,150; 2007 - $5,000) was owing to TK Investments
Ld.   In November 2007, 70,000 shares at a price of $0.21 per
share were issued in settlement of $14,700 of debt due to TK Investments,
Ld.  In providing services to the Company, Mr. Kwan does not owe any
fiduciary duty to TK Investments, Ld, that is different from, or in conflict
with, the duties owed by Mr. Kwan to the Company.





In
May, 2010, Ian Thomson CA replaced Mr. Kwan as the Company’s Chief Financial
Officer.  Pursuant to an unwritten agreement between the Company, Mr.
Thomson and Ian Thomson Professional Corporation, a company controlled by Mr.
Thomson, a fee is paid to Ian Thomson Professional corporation in consideration
of Mr. Thomson’s services to the Company.  The fee is calculated based on
the time spent and difficulty of the duties Mr. Thomson is required to complete
to satisfy his duty as the CFO.  In providing services to the Company, Mr.
Thomson does not owe any fiduciary duty to Ian Thomson Professional Corporation
that is different from, or in conflict with, the duties owed by Mr. Thomson to
the Company.





It is
anticipated that directors who are not also executive officers of the Company,
will receive no compensation for their attendance at meetings, but will be
eligible to receive stock options and to be reimbursed for their related
reasonable expenses incurred in relation to attendance at
meetings.





From
April 2009 to September 2009, Mr. Spady received $1,500 per month for his
services as a director. In addition, Mr. Spady received a $10,000 initial
retainer fee, bringing his total compensation to $19,000 for the period April
2009 through September 2009. We also compensate our directors for service
on our board with stock option grants.  Except for these stock option
grants and the payments to Mr. Spady, executive officers of the company who also
act as directors of the Company are not expected to receive any additional
compensation for services rendered in their capacity as directors. The options
issued to the current and former directors are as
follows:





Directors
                          
                          Number of
                            Share Options
                          
                          
                          Exercise
                            Price
                          
                          Grant
                            Date
                          
                          ExpirationScott
      Reeves
                          
                          
                          100,000
                          
                          
                          $
                          0.30
                          
                          3/26/2010
                          
                          3/26/2015Christopher
      R. Cooper
                          
                          
                          100,000
                          
                          
                          $
                          0.30
                          
                          3/26/2010
                          
                          3/26/2015Terence
      Kwan (1)
                          
                          
                          100,000
                          
                          
                          $
                          0.31
                          
                          7/8/2009
                          
                          7/8/2014Scott
      Reeves
                          
                          
                          100,000
                          
                          
                          $
                          0.30
                          
                          6/2/2009
                          
                          6/2/2014Christopher
      R. Cooper
                          
                          
                          100,000
                          
                          
                          $
                          0.30
                          
                          6/2/2009
                          
                          6/2/2014Darcy
      Spady
                          
                          
                          100,000
                          
                          
                          $
                          0.30
                          
                          6/2/2009
                          
                          6/2/2014Brad
      Nichol
                          
                          
                          750,000
                          
                          
                          $
                          0.30
                          
                          6/2/2009
                          
                          6/2/2014Ted
      Konyi
                          
                          
                          100,000
                          
                          
                          $
                          0.30
                          
                          5/31/2010
                          
                          5/31/2015


____________________


(1)
Options granted to TK Investments Ld, a company controlled by Mr.
Kwan.





C.           Board
Practices




Our
directors are elected by the shareholders at our annual general meeting of
shareholders.  The term of office of each director expires immediately
before the annual general meeting of shareholders, and the directors are
eligible for re-election at the meeting.  The directors may appoint
one or more additional directors, but the number of additional directors so
appointed may not exceed one-third of the number of serving directors appointed
by the shareholders.




There are
no arrangements or understandings between us and any of our subsidiaries, on the
one hand, and any of our directors, on the other hand, providing for benefits
upon termination of their employment or service as directors of our company or
any of our subsidiaries.




Our Audit
Committee is comprised of Christopher Cooper, Darcy Spady and Scott
Reeves.  Our Audit Committee has adopted an Audit Committee Charter
which generally provides as follows:




31


The Audit
Committee must be comprised of a majority of unrelated directors who are
financially literate, and at least one member must have accounting or related
financial expertise.  All members of the audit committee have the
required accounting or related financial expertise.  The Audit
Committee is responsible for: (1)  reviewing the Company’s annual
financial statements and making recommendations as to approval of such
statements by the board of directors; (2) approving the quarterly financial
statements of the Company before publication; (3) establishing the independence
of the external auditor; and  (4) overseeing management reporting on
internal control.




D.           Employees




The
Company has no employees.  We retain consultants as senior
management.





E.           Share
Ownership




Share
Ownership





The following sets forth, as at
December 31, 2009, the total amount of common shares directly or indirectly
owned by our directors and senior management and that may be acquired within 60
days, based on 38,825,924 common shares issued and outstanding on December 31,
2009.





Percentage
      ofCommon
      Shares
                                
                                
                                Common
      SharesBeneficially
      Owned
                                
                                
                                OutstandingHolder
                                
                                (1)Officers,
      Directors and ManagementBrad
      Nichol, President and CEO
                                
                                
                                1,975,000
                                
                                
                                
                                5.09
                                %Hugh
      Loney, Manager, Geology
                                
                                
                                1,725,000
                                
                                
                                
                                4.44
                                %Miles
      Johnson, Manager, Operations and Construction
                                
                                
                                1,650,000
                                
                                
                                
                                4.25
                                %Jesse
      Griffith, Manager, Land and Business Development
                                
                                
                                1,450,000
                                
                                
                                
                                3.73
                                %Terence
      Kwan, CFO and Director
                                
                                
                                470,000
                                
                                
                                
                                1.21
                                %Scott
      Reeves, Director
                                
                                
                                50,000
                                
                                
                                
                                0.13
                                %Christopher
      R. Cooper, Director
                                
                                
                                60,000
                                
                                
                                
                                0.15
                                %Darcy
      Spady, Director
                                
                                
                                50,000
                                
                                
                                
                                0.13
                                %Total
      Officers, Directors and Management (8 persons)
                                
                                
                                7,430,000
                                
                                
                                
                                19.14
                                %


_________________


(1)
              Includes
      common shares issuable upon the exercise of stock options that are vested
      as of, or will vest within 60 days of, December 31, 2009, as
      follows:





Brad
      Nichol, President and CEO
                              
                              
                              375,000Hugh
      Loney, Manager, Geology
                              
                              
                              325,000Miles
      Johnson, Manager, Operations and Construction
                              
                              
                              250,000Jesse
      Griffith, Manager, Land and Business Development
                              
                              
                              250,000Terence
      Kwan, CFO and Director (1)
                              
                              
                              50,000Scott
      Reeves, Director
                              
                              
                              50,000Christopher
      R. Cooper, Director
                              
                              
                              50,000Darcy
      Spady, Director
                              
                              
                              50,000


_____________


(1)
Options granted to TK Investments Ld, a company controlled by Mr.
Kwan.


32




Share
Options





At
December 31, 2009, our directors and senior management held the following share
options:





Number
      of
                            
                            
                            AverageShare
                            
                            
                            Strike
                            
                            ExpirationOfficers, Directors and
      Management
                            
                            Options
                            
                            
                            Price
                            
                            DatesBrad
      Nichol, President and CEO
                            
                            
                            750,000
                            
                            
                            $
                            0.30
                            
                            6/2/2014Hugh
      Loney, Manager, Geology
                            
                            
                            650,000
                            
                            
                            $
                            0.30
                            
                            6/2/2014Miles
      Johnson, Manager, Operations and Construction
                            
                            
                            500,000
                            
                            
                            $
                            0.30
                            
                            6/2/2014Jesse
      Griffith, Manager, Land and Business Development
                            
                            
                            500,000
                            
                            
                            $
                            0.31
                            
                            9/24/2014Terence
      Kwan, CFO and Director
                            
                            
                            100,000
                            
                            
                            $
                            0.31
                            
                            7/8/2014Scott
      Reeves, Director
                            
                            
                            100,000
                            
                            
                            $
                            0.30
                            
                            6/2/2014Christopher
      R. Cooper, Director
                            
                            
                            100,000
                            
                            
                            $
                            0.30
                            
                            6/2/2014Darcy
      Spady, Director
                            
                            
                            100,000
                            
                            
                            $
                            0.30
                            
                            6/2/2014Total
      Officers, Directors and Management (8 persons)
                            
                            
                            2,300,000
                            
                            
                            $
                            0.30


_____________


(1)
Options granted to TK Investments Ld, a company controlled by Mr.
Kwan.





On July
7, 2005, the Company adopted a formal stock option plan (the “Plan”) for senior
officers, directors, employees and key consultants of the Company and any
subsidiary, which permits the granting of options to purchase up to a maximum of
10% of the outstanding common shares.  The Plan is structured to
comply with the rules of the TEX and was ratified by the Shareholders at the
Annual General and Special Meeting held on July 20, 2009.  Under the
Plan, no one optionee can receive grants of options for greater than 5% of the
outstanding common shares during any 12 month period.  Option
grants to persons conducting investor relations activities must not exceed
greater than 2% of the number of outstanding common shares.  The
number of options and the exercise price of all options is set by the board of
directors of the Company, or a committee thereof, at the time of grant, provided
that the exercise price will not be less than the minimum then specified by the
rules of the TEX.  Options may not be granted for a term exceeding
five years – which will be, if the optionee dies, reduced to a term of one year
following the date of death – and if the optionee ceases to be qualified to
receive options from the Company, options held by such optionee will expire 30
days after the date of such cessation.  Options granted under the Plan
may not be assigned by the optionee.




On June
2, 2009 the Company granted options to certain officers, directors, employees or
consultants to purchase an aggregate of 2,700,000 common shares in the capital
of the Company at an exercise price of $0.30 per share for a 5 year
period.  Included in the June 2, 2009 option grant are 750,000 options
issued to our President, Mr. Brad Nichol increasing his fully diluted ownership
to 6.4% of the common shares as of June 2, 2009.  One-quarter of these
options vested immediately; and one-quarter of the options shall vest on each of
the sixth month anniversary; the one year anniversary and the eighteenth month
anniversary from the grant date.




On July
8, 2009, the Company granted options to certain officers, directors, or
consultants to purchase an aggregate of 300,000 common shares at an exercise
price of $0.31 per share for a 5 year period.  One-quarter of the
options vested immediately; and one-quarter of the options shall be vested on
each of the sixth month anniversary; the one year anniversary and the eighteen
month anniversary from the grant date.




On
September 24, 2009, the Company granted options to a consultant to purchase an
aggregate of 500,000 common shares at an exercise price of $0.31 per share for a
5 year period.  One-quarter of these options vested immediately; and
one-quarter of the options shall be vested on each of the sixth month
anniversary; the one year anniversary and the eighteen month anniversary from
the grant date.




On
March 26, 2010, the Company granted options to certain officers, directors or
employees of the Company to purchase an aggregate of for a total of 400,000
common shares of the Company at an exercise price of $0.30 per share for a 5
year period.  One-quarter of these options vested immediately; and
one-quarter of the options shall be vested on each of the sixth month
anniversary; the one year anniversary and the eighteen month anniversary from
the grant date. The options are also subject to a four month and one day hold
period expiring July 26, 2010.


33





Item
7.                      Major
Shareholders and Related Party Transactions




A.           Major
Shareholders




To the
best of our knowledge, as of December 31, 2009 there are two shareholders which
beneficially own 5% or more of our issued and outstanding common shares: Quarry
Bay Equity Inc. which owns 2,720,000, or 7.01%, and Coach Capital LLC which owns
2,000,000, or 5.15%.  Although we have an unlimited number of
preferred shares available for issue, we have not issued any preferred shares to
date.  All of our shareholders have the same voting
rights.  Beneficial ownership has been determined in accordance with
Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, common
shares which an individual or group has a right to acquire within 60 days
pursuant to the exercise of options or warrants are deemed to be outstanding for
the purpose of computing the percentage ownership of such individual or group,
but are not deemed to be beneficially owned and outstanding for the purpose of
computing the percentage ownership of any other person.




Based on
a review of information provided to us by our transfer agent, as of December 31,
2009, there were 55 holders of record of our common shares, including 16 holders
of record residing in the United States holding 2,082,455 common shares, or
5.36% of the aggregate 38,825,924 common shares outstanding as of such
date.




We are
not aware of any arrangement, the operation of which may at some subsequent date
result in a change of control of our company.




B.           Related
Party Transactions




The
Company incurred and/or paid fees and expenses directly and indirectly to
certain current or former officers and directors of the
Company.  During the years ended March 31, 2009, March 31, 2008 and
March 31, 2007 transactions with related parties conducted in the normal course
of operations are recorded at the exchange value as summarized
below:




$22,500
(2008: $30,000; 2007 - $30,000) for management fees was paid in favour of the
late President and CEO, Mr. Michael Laidlaw, at a $2,500 per month pursuant to
an Engagement Agreement between the Company and Mr. Laidlaw.  As at
March 31, 2009 $nil (2008 - $7,516; 2007 - $15,775) was payable to Mr. Laidlaw
pursuant to the Agreement. The agreement ceased to be operative on the passing
away of Mr. Laidlaw on December 14, 2008. During November 2007, 130,000 shares
at a price of $0.21 per share were issued in settlement of $27,300 of debt due
to Mr. Laidlaw as CEO and President.




Carl
Jonsson, the Company’s past Director and Corporate Secretary, acted as the
Company’s lawyer through his firm, Tupper Jonsson & Yeadon.  All
of the charges for Mr. Jonsson’s services were invoiced by the law
firm.  Legal fees and disbursements of $20,854 (2008 - $28,816; 2007 -
$60,016) were paid to this law firm. At March 31, 2009 $nil (2008: $7,548; 2007
- $36,491) was owing to the firm.  During November 2007 120,000 shares
at a price of $0.21 per share were issued in settlement of $25,200 of debt due
to the law firm.




Terence
Kwan, the Company’s former Chief Financial Officer, also acts as its accountant
and is paid a monthly fee of $3,000 to TK Investments Ld., a company controlled
by him, for the time spent by him doing the Company’s accounting from the period
of April 2008 to September 2008.  The monthly fee was increased to
$3,500 per month for the months from October 2008 to March
2009.  Total fees paid for the fiscal year was $39,000 (2008 -
$36,000; 2007 - $5,000).  At March 31, 2009 $nil (2008 - $3,150; 2007
- $5,000) was owing to the firm controlled by him.  During November
2007 70,000 shares at a price of $0.21 per share were issued in settlement of
$14,700 of debt due to this Company. Mr. Kwan resigned in May
2010.




During
the year ended March 31, 2007, the Company paid $10,000 in director fees to
Peter Hill prior to his stepping down as a director and $10,000 in director fees
to Glen MacDonald.  Mr. MacDonald resigned as a director of the
Company on June 9, 2009.


34


A
consulting fee of $5,000 per month is paid to Styles Management Inc., a company
controlled by Chris Cooper, a director and interim President and
CEO.  $45,000 in consulting fees and $2,250 in GST have been paid to
this Company for the year ended March 31, 2009 (2008 and 2007 -
$nil).  As at March 31, 2009 $5,250 (2008 and 2007 $nil) is owing to
this firm and is included in accounts payable.




From
April 2009 to September 2009, Mr. Spady received $1500 per month for his
services as a director.  In addition, Mr. Spady received a $10,000
initial retainer fee, bringing his total compensation to $19,000 for the period
April 2009 through December 2009.




C.           Interests
of Experts and Counsel




Not
applicable.




Item
8.                      Financial
Information




A.           Consolidated
Statements and Other Financial Information




See the
financial statements included under Item 17 “Financial Statements.”




We are
not a party to any legal proceedings and we are not aware of any threatened
proceedings, which in the aggregate would be material to the business of our
company.




We have
never paid cash dividends to our shareholders and have no plans to pay or
declare dividends on our common shares in the foreseeable future.




B.           Significant
Changes




The
Company’s exploration and development program will consist of drilling,
completing and tying-in (if successful) two Edmonton Sand gas wells in section
24 and 25 of Township 40 Range 5 W5M, for a total of 2 gross (0.12 net)
wells.  These activities will require approximately $300,000 of
capital expenditure from the Company.  The Company drilled a total of
4 wells during June 2009 and is currently evaluating tie-in options to bring
these wells into production in 2010.




If
successful, the wells can be tied-into an existing gas gathering systems within
2.5km of the proposed surface drilling locations.  The Company expects
to take advantage of the Alberta government’s temporary new well incentive
program provides a maximum five-per-cent crown royalty rate for all new wells
that begin producing natural gas before March 31, 2010.  The purchase
of the Willesden Green Property added $2,283,838 to the Company’s assets on its
balance sheet and qualified the Company as a Tier 2 oil and gas issuer on the
TSX Venture Exchange.




Item
9.                      Listings




A.           Offer
and Listing Details




Our
common shares were listed for trading on the TSX Venture Exchange in Canada
under our prior corporate name, Global Net Entertainment Corp, for a certain
period prior to October 1, 2003.  On October 1, 2003, trading in our
shares of common stock was suspended as a result of our failure to file annual
and quarterly financial statements.  On November 6, 2006, trading in
our common shares was transferred to the NEX board of the TSX Venture Exchange
in Canada and trading commenced on the NEX board on November 17, 2006 under the
symbol “GDMH.”  During the period that trading was suspended, we
consolidated our common shares on a 1:5 basis and the trading which commenced on
November 17, 2006 was of consolidated shares.  The trading prices
provided below for the period subsequent to November 17, 2006 relate to the
consolidated common shares.  On May 1, 2008, we initiated a suspension
in the trading of our common shares pending the public announcement of the
letters of intent relating to the BANG and First West acquisitions, which we
entered into on such date.  On July, 2008, our management determined
that the trading in our shares of common stock would remain suspended until the
closing of the BANG and First West acquisitions. The BANG and First West
acquisitions were cancelled at the end of the calendar year of 2008. Trading
resumed at the beginning of 2009 and since the end of May 2009 the Company has
been trading under the symbol “EDE.” “EDE” better suits the Company’s new
direction as an oil and gas company and at a meeting of the shareholders held on
July 20, 2009, the Company’s shareholders approved a change of the Company’s
name from “Guildhall Minerals Ltd.” To “Edge Resources Inc.” to reflect the
change in the Company’s primary business focus.




35




All of
the following trading prices are expressed in Canadian dollars.




Annual
Stock Information




The
following table sets forth, for each of the years indicated, the range of high
ask and low prices of our common shares on the TSX Venture
Exchange.




Fiscal year ended March 31,
                      
                      High
                      
                      
                      Low2009
                      
                      $
                      0.35
                      
                      
                      $
                      0.062008
                      
                      $
                      0.70
                      
                      
                      $
                      0.252007
                      
                      $
                      0.35
                      
                      
                      $
                      0.222006
                      
                      
                      —
                      
                      
                      
                      —2005
                      
                      
                      —
                      
                      
                      
                      —2004
                      
                      
                      *
                      
                      
                      
                      *


·
              In
      2003, our shares of common stock traded on the TSX Venture Exchange in
      Canada under the name Global Net Entertainment Corp.  However,
      we have been unable to obtain historical trading data for the fiscal year
      ended March 31, 2003.




Quarterly
Stock Information




The
following table sets forth, for the periods indicated, the high and low prices
of our common shares on the NEX board of the TSX Venture Exchange:




High
                  
                  
                  Low2006First
      Quarter
                  
                  
                  —
                  
                  
                  
                  —Second
      Quarter
                  
                  
                  —
                  
                  
                  
                  —Third
      Quarter
                  
                  
                  —
                  
                  
                  
                  —Fourth
      Quarter
                  
                  $
                  0.32
                  
                  
                  $
                  0.102007First
      Quarter
                  
                  $
                  0.32
                  
                  
                  $
                  0.22Second
      Quarter
                  
                  $
                  0.35
                  
                  
                  $
                  0.28Third
      Quarter
                  
                  $
                  0.33
                  
                  
                  $
                  0.27Fourth
      Quarter
                  
                  $
                  0.34
                  
                  
                  $
                  0.262008First
      Quarter
                  
                  $
                  0.495
                  
                  
                  $
                  0.25Second
      Quarter
                  
                  $
                  0.70
                  
                  
                  $
                  0.42Third
      Quarter
                  
                  
                  —
                  
                  
                  
                  —Fourth
      Quarter
                  
                  $
                  0.50
                  
                  
                  $
                  0.062009First
      Quarter
                  
                  $
                  0.35
                  
                  
                  $
                  0.075Second
      Quarter
                  
                  $
                  0.34
                  
                  
                  $
                  0.28Third
      Quarter
                  
                  $
                  0.34
                  
                  
                  $
                  0.23Fourth
      Quarter
                  
                  $
                  0.32
                  
                  
                  $
                  0.17





Monthly
Stock Information




The
following table sets forth, for each of the most recent six months, the range of
high and low prices of our common shares on the TSX Venture
Exchange.




36




Month
                
                High
                
                
                LowJanuary
2009
                
                $
                0.14
                
                
                $
                0.075February
    2009
                
                $
                0.16
                
                
                $
                0.115March 2009
                
                $
                0.35
                
                
                $
                0.14April 2009
                
                $
                0.34
                
                
                $
                0.29May 2009
                
                $
                0.33
                
                
                $
                0.27June 2009
                
                $
                0.33
                
                
                $
                0.27July 2009
                
                $
                0.34
                
                
                $
                0.28August 2009
                
                $
                0.31
                
                
                $
                0.23September
    2009
                
                $
                0.32
                
                
                $
                0.235October
2009
                
                $
                0.32
                
                
                $
                0.25November
    2009
                
                $
                0.17
                
                
                $
                0.275




B.           Plan
of Distribution




Not
applicable.




C.           Markets




Our
common shares are listed for trading on the TSX Venture Exchange in Canada under
the symbol “EDE.”




D.           Selling
Shareholders





Not
applicable





E.           
Dilution




Not
applicable.




F.    
       Expense of the Issue




Not
applicable.




Item
10.                  Additional
Information




A.           Share
Capital




Our
authorized capital consists of an unlimited number of common shares without par
value.  As at the close of business on March 23, 2010, there were
43,111,811 common shares issued and outstanding, and as of December 31, 2009,
there were 38,825,924 common shares issued and outstanding, all of which are
validly issued and fully paid shares.  Each share has attached to it
one non-cumulative vote.  On June 2, 2009 the Company granted options
to certain officers, directors, employees or consultants to purchase an
aggregate of 2,700,000 common shares of the Company at an exercise price
of  $0.30 per share for a 5 year period.  Included in the
June 2, 2009, option grant are 750,000 options issued to our President, Mr. Brad
Nichol which increased his fully-diluted ownership to 6.4% of the issued and
outstanding common shares as of June 2, 2009.




37




Common
                  Shares
                
                
                Value
                
                
                Contributed
                  SurplusBalance,
      March 31, 2007
                
                
                12,162.812
                
                
                $
                9,915.988
                
                
                $
                60,000Shares
      issued under debt settlement arrangements @ $0.21 per
      share
                
                
                320,000
                
                
                
                67,200
                
                
                
                -Warrants
      exercised shares issued for cash @ $0.15 per share
                
                
                4,160,200
                
                
                
                624,030
                
                
                
                -Balance,
      March 31, 2008
                
                
                16,643,012
                
                
                
                10,607,218
                
                
                
                60,000Shares
      issued for cash
                
                
                8,000,000
                
                
                
                400,000
                
                
                
                -Balance,
      March 31, 2009
                
                
                24,643,012
                
                
                $
                11,007,218
                
                
                $
                60,000





B.           Memorandum
and Articles of Association




Purposes
and Objects of the Company




We were
incorporated in British Columbia, Canada, on September 13, 1968, and continued
under the Business Corporations Act of Alberta on July 23, 2009.  We
do not have any stated objects or purposes, as such are not required by the
corporate laws of the Province of Alberta.  Rather, we are, by such
corporate laws, entitled to carry on any activities whatsoever which are not
specifically precluded by other statutory provisions of the Province of
Alberta.




The
Powers of the Directors




The
powers and functioning of the directors are set forth in our Articles and among
other things provide that:




·
            subject
      to the obligation of a director to disclose his potential interest in a
      proposal, arrangement or contract being considered by us, a director may
      vote with respect to such matter in certain instances and in certain
      instances is not entitled to vote;




·
            the
      directors may, in the absence of an independent quorum, vote compensation
      to themselves;




·
            there
      are no limitations on the exercise by our directors of borrowing
      powers;




·
            there
      are no provisions for the retirement or non-retirement of directors under
      an age limit;




·
            there
      is no requirement for a director to hold any of our
  shares.




Rights
Attached to Shares




All of
our authorized and issued shares are of one class and there are no special
rights or restrictions of any nature or kind attached to any of the
shares.  Holders of shares of common stock are entitled to receive
such dividends as may be declared from time to time by the board of directors,
in its discretion, out of funds legally available for distribution.




Upon
liquidation, dissolution or winding up of our company, after satisfaction of
liabilities and debts, our assets will be distributed to the holders of our
shares of common stock, pro rata in proportion to their holdings in our
company.  There are no provisions in our articles to limit ownership
percentages of any existing or prospective major shareholder.




38




Changing
Rights Attached to Shares




The
alteration of the rights of holders of our issued shares must be approved by the
majority vote of 66.666% of our issued shares attending and voting at the
meeting, at which a 66.666% majority of the shares that are the subject of the
proposed alterations attend and vote at the meeting.




Annual
and Extraordinary Meetings




Annual
general meetings are called and scheduled upon decision by our board of
directors.  The directors may convene an extraordinary general meeting
of the shareholders.  The holders of not less than 5% of our issued
shares may requisition an extraordinary meeting of the
shareholders.  All meetings of the shareholders may be attended by
registered shareholders or persons who hold powers of attorney or proxies given
to them by registered shareholders.




Limitations
on the Rights to Own Securities in Our Company




There are
no limitations on the rights to own securities, including by non-residents or
foreign shareholders.




Provisions
Restricting Change in Control of Our Company




There are
no provisions in our Articles that would have an effect of delaying, deferring
or preventing a change in the control of our company, or that would operate with
respect to any proposed merger, acquisition or corporate restructuring of our
company.




Disclosure
of Shareholders Ownership




There are
no provisions in our Articles requiring share ownership to be
disclosed.  However, the securities laws of the Province of Alberta
require disclosure of shareholdings by insiders who are generally directors,
officers, employees or others holding more than 10% of the issued shares of a
company and its affiliates.




Changes
in Our Capital




There are
no provisions in our Articles governing changes in our capital which are more
stringent than required by law.




C.           Material
Contracts




See Item
4B “Information on the Company - Business Overview.”




D.           Exchange
Controls




There are
no governmental laws, decrees or regulations existing in Canada, our domicile of
incorporation, which restrict the export or import of capital, or the remittance
of dividends, interest or other payments to non-resident holders of our common
shares.  Nor does Canada have foreign exchange currency
controls.




E.           Taxation




Canadian
Federal Income Tax Consequences




The
following summary of the material Canadian federal income tax considerations
generally applicable to shares will vary according to the status of that holder
as an individual, trust, corporation, or member of a partnership, the
jurisdiction in which that holder is subject to taxation, the place where that
holder is resident and, generally, according to that holder’s particular
circumstances.  This summary is applicable only to holders who are
residents of the United States, have never been a resident of Canada, deal at
arm’s length with us, hold their common shares as capital property, and who will
not use or hold the common shares in carrying on business in
Canada.  Special rules, which are not discussed in this summary, may
apply to a United States holder that is an issuer that carries on business in
Canada and elsewhere.




39




This
summary is based upon the provisions of the Income Tax Act of Canada and the
regulations thereunder, referred to collectively as the Tax Act or ITA, and the
Canada-United States Tax Convention as amended by the Protocols thereto,
referred to as the Tax Convention, as of the date of this registration statement
and the current administrative practices of Revenue Canada, Customs, Excise and
Taxation.  This summary does not take into account Canadian provincial
income tax consequences.




This
summary is not exhaustive of all possible income tax consequences.  It
is not intended as legal or tax advice to any particular holder of common stock
and should not be so construed.  Each holder should consult his own
tax advisor with respect to the income tax consequences applicable to him in his
own particular circumstances.




North
American Free Trade Agreement (Canada).




The
Investment Act was amended with the North American Free Trade Agreement (NAFTA)
to provide for special review thresholds for U.S. persons (including
“American-controlled “entities” as defined in the Investment
Act).  Under the Investment Act, as amended, an investment in our
common shares by a U.S. person would be reviewable only if it was an investment
to acquire control of us and the value of our assets was equal to or greater
than a specified amount, which increases in stages.  Such amount is
currently $150 million.




Disposition
of Common Shares




If a
non-resident of Canada were to dispose of our common shares to a Canadian
corporation which deals or is deemed to deal on a non-arm’s length basis with
the non-resident and that, and immediately after the disposition is connected
with us (i.e. holds shares representing more than 10% of the voting power and
more than 10% of the market value of all of our shares issued and outstanding),
the amount by which the fair market value of any consideration (other than any
shares of the purchaser corporation) exceeds the paid-up capital of the common
shares sold will be deemed to be taxable as a dividend paid by the purchasing
corporation, either immediately or eventually by means of a deduction in
computing the paid-up capital of the purchasing corporation, and subject to
withholding taxes as described below.




Under the
Tax Act, a gain from the sale of common shares by a non-resident will not be
subject to Canadian tax, provided the shareholder (and/or persons who do not
deal at arm’s length with the shareholder) has not held a “substantial interest”
in us (25% or more of the shares of any class of our stock) at any time in the
five years preceding the disposition.  Generally, the Tax Convention
will exempt from Canadian taxation any capital gain realized by a resident of
the United States, provided that the value of the common shares is not derived
principally from real property situated in Canada.




Dividend




In the
case of any dividends paid to non-residents, we withhold the Canadian tax and
remit only the net amount to the shareholder.  By virtue of Article X
of the Tax Convention, the rate of tax on dividends paid to residents of the
United States is generally limited to 15% of the gross dividend (or 5% in the
case of certain corporate shareholders owning at least 10% of our voting shares
upon ratification of the Protocol amending the treaty.  In the absence
of the Tax Convention provisions, the rate of Canadian withholding tax imposed
on non-residents is 25% of the gross dividend.  Stock dividends
received by nonresidents from us are taxable by Canada as ordinary dividends and
therefore the withholding tax rates will be applicable.




Where a
holder disposes of common shares to us (unless we acquired the common shares in
the open market in the manner in which shares would normally be purchased by any
member of the public), this will result in a deemed dividend to the U.S. holder
equal to the amount by which the consideration we paid by exceeds the paid-up
capital of such stock.  The amount of such dividend will be subject to
withholding tax as described above.




40


Capital
Gains




A
non-resident of Canada is not subject to tax under the ITA in respect of a
capital gain realized upon the disposition of a share of a class that is listed
on a prescribed stock exchange unless the share represents “taxable Canadian
property” to the holder thereof.  Our common shares will be taxable
Canadian property to a non-resident holder if, at any time during the period of
five years immediately preceding the disposition, the non-resident holder,
persons with whom the non-resident holder did not deal at arm’s length, or the
non-resident holder and persons with whom he/she did not deal at arm’s length
owned 25% or more of our issued shares of any class or series.  In the
case of a nonresident holder to whom our shares represent taxable Canadian
property and who is resident of the United States, no Canadian tax will be
payable on a capital gain realized on such shares by reason of the Tax
Convention unless the value of such shares is derived principally from real
property situated in Canada or the non-resident holder previously held the
shares while resident in Canada.  We believe that the value of our
common shares is not derived from real property situated inside
Canada.




United
States Federal Income Taxation




The
following discussion summarizes the material U.S. federal income tax
considerations applicable to the purchase, ownership and disposition of our
common shares.  Unless otherwise stated, this summary deals only with
shareholders that are U.S. Holders (as defined below) who hold their common
shares as capital assets.




As used
in this section, the term “U.S. Holder” means a beneficial owner of a common
share who is:




1.
            an
      individual citizen or resident of the United States or an individual
      treated as a U.S. citizen or resident for U.S. federal income tax
      purposes;




2.
            a
      corporation or other entity taxable as a corporation for U.S. federal
      income tax purposes created or organized in or under the laws of the
      United States, any State or the District of
  Columbia;




3.
            an
      estate, the income of which is subject to U.S. federal income taxation
      regardless of its source; or




4.
            any
      trust if (A)(i) a court within the United States is able to exercise
      primary supervision over the administration of the trust and (ii) one or
      more United States persons have the authority to control all substantial
      decisions of the trust, or (B) such trust validly elects to be treated as
      a United States person.




The term
“Non-U.S. Holder” means a beneficial owner of a common share that is an
individual, corporation, estate or trust and is not a U.S.
Holder.  The tax consequences to a Non-U.S. Holder may differ
substantially from the tax consequences to a U.S. Holder.  Certain
aspects of U.S. federal income tax relevant to a Non-U.S. Holder are discussed
below.




This
description is based on provisions of the U.S. Internal Revenue Code of 1986, as
amended, or the Code, existing and proposed U.S. Treasury regulations
promulgated thereunder, administrative and judicial interpretations thereof, and
the U.S.-Canada Tax Treaty, each as in effect as of the date of this
document.  These sources may change, possibly with retroactive effect,
and are open to differing interpretations.  This description does not
discuss all aspects of U.S. federal income taxation that may be applicable to
investors in light of their particular circumstances or to investors who are
subject to special treatment under U.S. federal income tax law,
including:




·
            insurance
      companies;




·
            dealers
      in stocks, securities or
currencies;




·
            financial
      institutions and financial services
entities;




·
            real
      estate investment trusts;




·
            regulated
      investment companies;




·
            persons
      that receive common shares in connection with the performance of
      services;




·
            tax-exempt
      organizations;




41




·
            persons
      that hold common shares as part of a straddle or appreciated financial
      position or as part of a hedging, conversion or other integrated
      instrument;




·
            persons
      who acquire their common shares through the exercise or cancellation of
      employee stock options or otherwise as consideration for their
      services;




·
            individual
      retirement and other tax-deferred
accounts;




·
            expatriates
      of the United States and certain former long-term residents of the United
      States;




·
            persons
      liable for the alternative minimum
tax;




·
            persons
      having a “functional currency” other than the U.S. dollar;
    and




·
            direct,
      indirect or constructive owners of 10% or more, by voting power or value,
      of our company.




If a
partnership or an entity treated as a partnership for U.S. federal income tax
purposes owns common shares, the U.S. federal income tax treatment of a partner
in such a partnership will generally depend upon the status of the partner and
the activities of the partnership.  A partnership that owns common
shares and the partners in such partnership should consult their tax own
advisors about the U.S. federal income tax consequences of holding and disposing
of common shares.




This
discussion does not consider the possible application of U.S. federal gift or
estate tax or alternative minimum tax.




All
investors are urged to consult their own tax advisors as to the particular tax
consequences to them of an investment in our common shares, including the effect
and applicability of United States federal, state, local and foreign income and
other tax laws (including estate and gift tax laws) and tax
treaties.




Distributions
Paid on the Common Shares




Subject
to the discussion below under “Passive Foreign Investment Company
Considerations,” a U.S. Holder generally will be required to include in his or
her gross income as ordinary dividend income the amount of any distributions
paid on the common shares, including the amount of any Canadian taxes withheld,
to the extent that those distributions are paid out of our current or
accumulated earnings and profits, as determined for U.S. federal income tax
purposes.  Subject to the discussion below under “Passive Foreign
Investment Company Considerations,” distributions in excess of our earnings and
profits will be applied against and will reduce the U.S. Holder’s tax basis in
its common shares and, to the extent they exceed that tax basis, will be treated
as gain from a sale or exchange of those common shares.  Our dividends
will not qualify for the dividends-received deduction applicable in some cases
to U.S. corporations.




Dividends
that we pay in Canadian dollars, including the amount of any Canadian taxes
withheld therefrom, will be included in your income in a U.S. dollar amount
calculated by reference to the exchange rate in effect on the day such dividends
are received, regardless of whether the payment is in fact converted into U.S.
dollars.  A U.S. Holder who receives payment in Canadian dollars and
converts them into U.S. dollars at an exchange rate other than the rate in
effect on such day will have a foreign currency exchange gain or loss that would
be treated as ordinary income or loss.  U.S. Holders should consult
their own tax advisors concerning the U.S. tax consequences of acquiring,
holding and disposing of Canadian dollars.




42


Subject
to certain limitations, “qualified dividend income” received by a noncorporate
U.S. Holder in tax years beginning on or before December 31, 2010 will be
subject to tax at a reduced maximum tax rate of 15%.  Distributions
taxable as dividends paid on the common shares should qualify for the 15% rate
provided that we are not a passive foreign investment company (as described
below) for U.S. tax purposes and that either: (i) we are entitled to benefits
under the income tax treaty between the United States and Canada, referred to as
the U.S.-Canada Tax Treaty, or (ii) the common shares are readily tradable on an
established securities market in the United States and certain other
requirements are met.  We believe that we are entitled to benefits
under the U.S.-Canada Tax Treaty and that the common shares currently are
readily tradable on an established securities market.  However, no
assurance can be given that the common shares will remain readily
tradable.  The rate reduction does not apply unless certain holding
period requirements are satisfied.  With respect to the common shares,
the U.S. Holder must have held such shares for at least 61 days during the
121-day period beginning 60 days before the ex-dividend date.  The
rate reduction also does not apply to dividends received from passive foreign
investment companies, see discussion below, or in respect of certain hedged
positions or in certain other situations.  The legislation enacting
the reduced tax rate contains special rules for computing the foreign tax credit
limitation of a taxpayer who receives dividends subject to the reduced tax
rate.  U.S. Holders of common shares should consult their own tax
advisors regarding the effect of these rules in their particular
circumstances.




Subject
to the discussion below under “Information Reporting and Back-up Withholding,” a
Non-U.S. Holder generally will not be subject to U.S. federal income or
withholding tax on dividends received on common shares unless that income is
effectively connected with the conduct by that Non-U.S. Holder of a trade or
business in the United States, in which case a corporate Non-U.S. Holder may
also be subject to the U.S. branch profits tax.




Foreign
Tax Credit




Any
dividend income resulting from distributions we pay to a U.S. Holder with
respect to the common shares generally will be treated as foreign source income
for U.S. foreign tax credit limitation purposes.  Subject to certain
conditions and limitations, Canadian tax withheld on dividends may be deducted
from taxable income or credited against a U.S. Holder’s U.S. federal income tax
liability.  The limitation on foreign taxes eligible for credit is
calculated separately with respect to specific classes of income.  For
this purpose, any dividend that we distribute generally will constitute “passive
category income,” or, in the case of certain U.S. Holders, “general category
income.”  The rules relating to the determination of foreign source
income and the foreign tax credit are complex, and the availability of a foreign
tax credit depends on numerous factors.  Each investor who is a U.S.
Holder should consult with its own tax advisor to determine whether its income
with respect to the common shares would be foreign source income and whether and
to what extent that investor would be entitled to a foreign tax
credit.




Disposition
of Common Shares




Upon the
sale or other disposition of common shares, subject to the discussion below
under “Passive Foreign Investment Company Considerations,” a U.S. Holder
generally will recognize capital gain or loss equal to the difference between
the amount realized on the disposition and the holder’s adjusted tax basis in
the common shares.  U.S. Holders should consult their own advisors
with respect to the tax consequences of the receipt of a currency other than
U.S. dollars upon such sale or other disposition.




Gain or
loss upon the disposition of the common shares will be treated as long-term if,
at the time of the sale or disposition, the common shares were held for more
than one year.  The deductibility of capital losses by a U.S. Holder
is subject to limitations.  In general, any gain or loss recognized by
a U.S. Holder on the sale or other disposition of common shares will be U.S.
source income or loss for U.S. foreign tax credit purposes.  U.S.
Holders should consult their own tax advisors concerning the source of income
for U.S. foreign tax credit purposes and the effect of the U.S.-Canada Tax
Treaty on the source of income.




Subject
to the discussion below under “Information Reporting and Back-up Withholding,” a
Non-U.S. Holder generally will not be subject to U.S. federal income or
withholding tax on any gain realized on the sale or exchange of common shares
unless:




1.
            that
      gain is effectively connected with the conduct by the Non-U.S. Holder of a
      trade or business in the United States, and, if a tax treaty applies, is
      attributable to a permanent establishment or fixed base of the Non-U.S.
      Holder in the United States; or




2.
            in
      the case of any gain realized by an individual Non-U.S. Holder, that
      holder is present in the United States for 183 days or more in the taxable
      year of the sale or exchange, and other conditions are
  met.




43


Passive
Foreign Investment Company Considerations




Investors
should note that our company may be a passive foreign investment company, or
PFIC, as defined in Section 1297 of the Code.  For U.S. federal income
tax purposes, a foreign company is considered a PFIC for any taxable year in
which either (i) 75% or more of its gross income is passive income, or (ii) at
least 50% of the average value of all of its assets for the taxable year produce
or are held for the production of passive income.  For this purpose,
passive income generally includes dividends, interest, royalties, rents,
annuities and the excess of gains over losses from the disposition of assets
which produce passive income.  Any portfolio companies held (directly
or indirectly) by our company may also be classified as PFICs.  Based
on our current and projected income, assets and activities, we may be classified
as a PFIC this year.  However, because the determination of whether we
are a PFIC is based upon the composition of our income and assets from time to
time, we cannot be certain whether or not we will be considered a PFIC for the
current taxable year or any future taxable year.




If our
company is classified as a PFIC, a U.S. Holder (other than a U.S. Holder who
makes a timely QEF election, as discussed below) would be required to allocate
to each day in its holding period with respect to the common shares a pro rata
portion of any distributions received (or deemed to be received) on the common
shares which are treated as “excess distributions,” as defined under the
Code.  Generally, an excess distribution is the ratable share of
distributions received (or deemed to be received) by a U.S. Holder during the
taxable year that is greater than 125% of the average annual distributions
received by such U.S. Holder in the three preceding years (or such shorter
period as the U.S. Holder may have held such shares).  Any amount of
the excess distribution treated as allocable to a prior taxable year would be
subject to tax at the highest individual or corporate tax rate, as the case may
be, applicable for such prior year and an interest charge will be imposed with
respect to the resulting tax liability allocated to each such
year.  Any dividends received would not qualify for the reduced
maximum tax rate.  Similar rules would apply to distributions with
respect to the shares in each portfolio company which is classified as a PFIC,
which shares would be considered owned by our company’s shareholders pro
rata.  In addition, any gain recognized on a disposition or deemed
disposition of shares of our company or shares of a portfolio company which is
classified as a PFIC, including on liquidation, would be treated in the same
manner as an excess distribution.  Any such gain would be treated as
ordinary income rather than as capital gain.




Under
certain circumstances, shares held by a Non-U.S. Holder may be attributed to a
United States person owning an interest, directly or indirectly, in the Non-U.S.
Holder.  In this event, dividends and other transactions in respect of
the shares (or the shares of direct or indirect subsidiaries of our company that
are classified as PFICs) would be attributed to such United States person for
purposes of applying the PFIC rules.




If a U.S.
Holder makes a timely qualified electing fund, or QEF, election in respect of
its common shares, such U.S. Holder will not be subject to the rules described
above.  Instead, the U.S. Holder would be required to include in its
income for each taxable year its pro rata share of our ordinary earnings as
ordinary income and its pro rata share of our net capital gain as long term
capital gain, whether or not such amounts are actually distributed.  A
U.S. Holder generally may elect to defer the payment of this tax until
distributions are received or the shares are sold, subject to the imposition of
an interest charge on such deferral.  We offer no assurance that we
will comply with all accounting, recordkeeping and reporting requirements
necessary for U.S. Holders to make QEF elections.




If
the common shares are considered “marketable stock” and if a U.S. Holder elects
to “mark-to-market” his common shares, such holder will generally include in
income, in each year in which we are considered a PFIC, any excess of the fair
market value of the common shares at the close of each tax year over such
holder’s adjusted basis in the common shares.  If the fair market
value of the common shares had depreciated below the U.S. Holder’s adjusted
basis at the close of the tax year, such holder may generally deduct the excess
of the adjusted basis of the shares over its fair market value at that
time.  However, such deductions will generally be limited to the net
mark-to-market gains, if any, that were included in income with respect to such
common shares in prior years.  Income recognized and deductions
allowed under the mark-to-market provisions, as well as any gain or loss on the
disposition of common shares with respect to which the mark-to-market election
is made, is treated as ordinary income or loss (except that loss is treated as
capital loss to the extent the loss exceeds the net mark-to-market gains, if
any, that were included in income with respect to such shares in prior
years).  Gain or loss from the disposition of common shares (as to
which a “mark-to-market” election was made) in a year in which we are no longer
a PFIC will be capital gain or loss.  The common shares will be
considered “marketable stock” if they are traded on a qualified exchange, other
than in de minimis quantities, on at least 15 days during each calendar
quarter.  We believe that the TSX is a qualified
exchange.  U.S. Holders should consult their own tax advisers to
determine whether a mark-to-market election is available and the consequences of
making such an election.




44




A U.S.
Holder will be required to either: (i) file an Internal Revenue Service Form
8621 for our company and each of its (direct and indirect) portfolio companies
that are PFICs for each taxable year in which it owns (directly or indirectly)
shares in such PFICs, or (ii) file an Internal Revenue Service Form 8621 for our
company for each taxable year in which it owns common shares and, in an
attachment, provide the information required on Form 8621 for each of the PFICs
owned directly or indirectly by our company.




Passive
Foreign Investment Company Rules Applicable to Tax Exempt
Organizations




If the
shareholder is an organization exempt from tax under the Code, or a TEO
Shareholder, the PFIC rules would apply to the TEO Shareholder only if a
dividend from the PFIC would be taxable to the organization under the Code.
Generally, under Section 512(b) of the Code a dividend from a PFIC and any gain
from disposition of shares in a PFIC will not be taxable to a TEO Shareholder. A
dividend from a PFIC or any gain from the disposition of shares in a PFIC held
by such organization would be taxable to the TEO Shareholder if shares owned by
the TEO Shareholder constituted debt-financed property, within the meaning of
Section 514(b) of the Code. Under Section 514(b), “debt-financed property” is
defined generally as any property that is held to produce income and with
respect to which there is an acquisition indebtedness. Section 514(c) generally
defines “acquisition indebtedness” as indebtedness incurred by an organization
in acquiring property or indebtedness which would not be incurred but for the
acquisition of the property and which exists at any time during the taxable year
or, if any shares are disposed of during the taxable year, at any time during
the 12-month period ending on the date of disposition of the shares. In
determining whether a TEO Shareholder has incurred acquisition indebtedness, the
indebtedness of our company will not be attributed to the TEO
Shareholder.




If a TEO
Shareholder owns shares which constitute debt-financed property, it would be
subject to United States federal income taxation under the general PFIC rules
summarized above.




Other
PFIC Rules




Under
Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations
that, subject to certain exceptions, would cause a U.S. Holder which has not
made a timely QEF Election to recognize gain (but not loss) upon certain
transfers of shares that would otherwise be tax-deferred (e.g. gifts and
exchanges pursuant to corporate reorganizations). However, the specific U.S.
federal income tax consequences to a US Holder may vary based on the manner in
which shares are transferred.




Certain
complex rules will apply with respect to a U.S. Holder if our company is a PFIC,
regardless of whether such U.S. Holder makes a QEF Election. For example, under
Section 1298(b)(6) of the Code, a U.S. Holder that uses shares as security for a
loan will, except as may be provided in Treasury Regulations, be treated as
having made a taxable disposition of such shares.




Information
Reporting and Backup Withholding




Payments
in respect of common shares may be subject to information reporting to the U.S.
Internal Revenue Service and to U.S. backup withholding tax at a rate equal to
the fourth lowest income tax rate applicable to individuals (which, under
current law, is 28%). Backup withholding will not apply, however, if you (i) are
a corporation or come within certain exempt categories, and demonstrate the fact
when so required, or (ii) furnish a correct taxpayer identification number and
make any other required certification. U.S. Holders who are required to
establish their exempt status generally must provide such certification on IRS
Form W-9.




Backup
withholding is not an additional tax. Amounts withheld under the backup
withholding rules may be credited against a U.S. Holder’s U.S. tax liability,
and a U.S. Holder may obtain a refund of any excess amounts withheld under the
backup withholding rules by filing the appropriate claim for refund with the
IRS.




Any U.S.
holder who holds 10% or more in vote or value of our common shares will be
subject to certain additional United States information reporting
requirements.




45




U.S.
Gift and Estate Tax




An
individual U.S. Holder of common shares will generally be subject to U.S. gift
and estate taxes with respect to common shares in the same manner and to the
same extent as with respect to other types of personal property.




F.           Dividend
and Paying Agents




The
Company has not declared any dividends on its common shares and does not
anticipate that it will do so in the foreseeable future.  The present
policy of the Company is to retain future earnings for use in operations and
expansion of the business..




The
Company is unaware of any dividend restrictions, has no specific procedure for
the setting of the date for the issuance of dividends, has no specific
procedures for non-resident holders to claim dividends, but would expect to mail
dividend payments in the same manner as resident holders.  The Company
has not nominated any financial institution to serve as the potential paying
agent for dividends in the United States.




G.           Statement
by Experts




The
Company’s current auditor is Deloitte & Touche LLP, of 3000, 700 – 2nd Street
S. W., Calgary, Alberta, Canada, T2P 0S7 and former auditors are Dale Matheson
Carr-Hilton LaBonte LLP, Chartered Accountants, of 1500 – 1140 West Pender
Street, Vancouver, BC, Canada V6E 4G1.  Both Auditors are members of
the Institute of Chartered Accountants of British Columbia and are registered
with the Canadian Public Accountability Board and with the United States Public
Company Accounting Oversight Board.  The reports of Dale Matheson
Carr-Hilton LaBonte LLP for the fiscal periods ended March 31, 2009, March 31,
2008 and March 31, 2007 are included in this registration statement with their
consent.




The
disclosure regarding the “Guildhall Minerals Ltd. – Reserve Estimation and
Economic Evaluation” by AJM Petroleum Consultants, of East Tower, Fifth Avenue
Place, 6th Floor,
425-1st Street
S.W., Calgary, Alberta T2P3L8, is included, in the form and context in which it
is included, in this registration statement with the consent of AJM Petroleum
Consultants, which has authorized the contents under the heading “NI 51-101 Report” in Item
4(d) of this registration statement.  The NI 51-101 Report was
authored by Douglas S. Ashton, P. Eng and , D.L. Horbachewski, P.
Geol.  Mr. Ashton is a Registered Professional Engineer in the
Province of Alberta, with, at the time of the NI 51-101 Report, in excess of
sixteen years of experience in engineering in Western Canadian oil and gas
fields and a Bachelor of Science degree in Chemical Engineering from the
University of Calgary.  Mr. Horbachewski, is a Registered Professional
Geologist in the Province of Alberta, with, at the time of the NI 51-101 Report,
in excess of eight years of experience in geological evaluations of Western
Canadian oil and gas fields and a Bachelor of Science degree in Geology from the
University of Calgary.




H.           Documents
on display




This registration
statement and the exhibits thereto and any other document we file pursuant to
the Exchange Act may be inspected without charge and copied at prescribed rates
at the following Securities and Exchange Commission public reference rooms: 100
F Street, N.E., Room 1580, Washington, D.C. 20549; and on the Securities and
Exchange Commission Internet site (http://www.sec.gov).  You may
obtain information on the operation of the Securities and Exchange Commission’s
public reference room in Washington, D.C. by calling the Securities and Exchange
Commission at 1-800-SEC-0330 or by visiting the Securities and Exchange
Commission’s website at http://www.sec.gov,
and may obtain copies of our filings from the public reference room by calling
1-800-SEC-0330.  The Exchange Act file number for our Securities and
Exchange Commission filings is 000-52768.  Certain of our material
documents or filings can also be viewed on SEDAR (the System for Electronic
Document Analysis and Retrieval of the Canadian securities regulatory
authorities) at www.sedar.com.




I.           Subsidiary
information




Not
applicable.


46




Item
11.                 Quantitative
and Qualitative Disclosures About Market Risk




See Note
10 to the Financial Statements..




Item
12.                 Description
of Securities Other Than Equity Securities




None.




47


PART
II




Item
13.                 Defaults,
Dividend Arrearages and Delinquencies




Not
applicable.




Item
14.                 Material
Modifications to the Rights of Security Holders and Use of Proceeds




Not
applicable..




Item
15.                 Controls
and Procedures




Not
applicable.




Item
15T.               Controls
and Procedures




Not
applicable.




Item
16.                  [Reserved]




Item
16A
-             Audit
Committee Financial Expert




Not
applicable.




Item
16B
-             Code
of Ethics




Not
applicable.




Item
16C
-             Principal
Accounting Fees and Services




Not
applicable.




Item
16D
-             Exemptions
From the Listing Standards for Audit Committees




Not
applicable.




Item
16E
-              Purchases
of Equity Securities by the Issuer and Affiliated Purchasers




Not
applicable.




Item
16F
–             Change
in Registrant’s Certifying Accountant.




Not
applicable




Item
16G
–            Corporate
Governance.




Not
applicable.




48




PART
III




Item
17.                 Financial
Statements




The
financial statements beginning on page F-1 are filed as part of this
registration statement.




Item
18.                 Financial
Statements




Not
applicable.




Item
19.                 Exhibits




Exhibit
              
              Description3.1
              
              Articles
      of Association (1)3.2*
              
              Articles
      of Continuance4.1
              
              Option
      Agreement dated February 20, 2007, by and between the Registrant and
      Nicoya Explorations Ltd. (2)4.2
              
              Letter
      Agreement dated March 20, 2008, amending the Option Agreement dated
      February 20, 2007, by and between the Registrant and Nicoya Explorations
      Ltd. (3)4.3
              
              Letter
      of Intent dated May 1, 2008, by and between the Registrant and British
      American Natural Gas Corporation (4)4.4
              
              Letter
      of Intent dated May 8, 2008, by and between the Registrant and First West
      Petroleum Inc. (5)4.5
              
              Agreement
      of Purchase and Sale – Gilby Area, Alberta (Willsden Green Property)
      (6)10.1*
              
              Executive
      Consulting Agreement dated June 1, 2009, between the Registrant and FiveN
      Consulting Inc.10.2*
              
              Executive
      Consulting Agreement, dated June 1, 2009, between the Registrant and
      1271632 Alberta Ltd.10.3*
              
              Executive
      Consulting Agreement, dated June 1, 2009, between the Registrant and
      Freeport Energy Services LTd.15.1
              
              Consent
      of Dale Matheson Carr-Hilton Labonte LLP15.2*
              
              Consent
      of AJM Petroleum Consultants


_______________


(1)
            Filed
      as Exhibit 1 to the Registrant’s Registration Statement on Form 20-F,
      filed with the Securities and Exchange Commission on August 15, 2007, and
      incorporated herein by reference.


(2)
            Filed
      as Exhibit 4 to the Registrant’s Registration Statement on Form 20-F,
      filed with the Securities and Exchange Commission on August 15, 2007, and
      incorporated herein by reference.


(3)
            Filed
      as Exhibit 4.2 to the Registrant’s Registration Statement on Form 20-F,
      filed with the Securities and Exchange Commission on October 20, 2009, and
      incorporated herein by reference.


(4)
            Filed
      as Exhibit 4.3 to the Registrant’s Registration Statement on Form 20-F,
      filed with the Securities and Exchange Commission on October 20, 2009, and
      incorporated herein by reference.


(5)
            Filed
      as Exhibit 4.4 to the Registrant’s Registration Statement on Form 20-F,
      filed with the Securities and Exchange Commission on October 20, 2009, and
      incorporated herein by reference.


(6)
            Filed
      as Exhibit 4.5 to the Registrant’s Registration Statement on Form 20-F,
      filed with the Securities and Exchange Commission on October 20, 2009, and
      incorporated herein by reference.





*
Previously filed


49


SIGNATURE





The
Registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this registration statement on its behalf.




EDGE
      RESOURCES, INC.By:
              /s/ Christopher R. CooperName:
              Christopher
      R. CooperTitle:
              Director





Dated:
June 23, 2010


50





EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)





FINANCIAL
STATEMENTS





DECEMBER
      31, 2009, FINANCIAL STATEMENTS (UNAUDITED)
                
                F-2NOTICE
      OF NO AUDIT REVIEW OF INTERIM FINANCIAL STATEMENTS
                
                F-2BALANCE
      SHEETS
                
                F-3STATEMENTS
      OF LOSS, COMPREHENSIVE LOSS AND DEFICIT
                
                F-4STATEMENTS
      OF CASH FLOWS
                
                F-5STATEMENT
      OF SHAREHOLDERS’ EQUITY
                
                F-6NOTES
      TO THE FINANCIAL STATEMENTS
                
                F-7MARCH
      31, 2009, FINANCIAL STATEMENTS
                
                F-23INDEPENDENT
      AUDITORS’ REPORT
                
                F-24BALANCE
      SHEETS
                
                F-25STATEMENTS
      OF LOSS, COMPREHENSIVE LOSS AND DEFICIT
                
                F-26STATEMENTS
      OF CASH FLOWS
                
                F-27STATEMENT
      OF SHAREHOLDERS’ EQUITY
                
                F-28NOTES
      TO THE FINANCIAL STATEMENTS
                
                F-29PRO
      FORMA FINANCIAL INFORMATION – (UNAUDITED)
                
                F-44PRO
      FORMA OIL AND GAS INFORMATION – (UNAUDITED)
                
                F-46


F-1


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)





FINANCIAL
STATEMENTS




December
31, 2009




NOTICE OF
NO AUDIT REVIEW OF INTERIM FINANCIAL STATEMENTS





The
accompanying interim financial statements for Edge Resources Inc. (formerly
Guildhall Minerals Ltd.) have been prepared by management in accordance with
Canadian generally accepted accounting principles consistently applied and
approved by the Audit Committee and Board of Directors.





The
Company’s independent auditors have not performed a
review of these financial statements in accordance with the standards
established by the Canadian Institute of Chartered Accountants for a review of
interim
statements by an entity’s auditors.





BALANCE
SHEET





STATEMENT
OF LOSS AND DEFICIT





STATEMENT
OF CASH FLOWS





NOTES
TO THE FINANCIAL STATEMENTS




February
23, 2010




Calgary,
Alberta, Canada


F-2


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


BALANCE
SHEET





(Expressed
In Canadian Dollars)


(Unaudited
- Prepared by management)





December 31, 2009
                          
                          
                          March 31, 2009(unaudited)
                          
                          
                          (audited)ASSETSCURRENTCash
                          
                          $
                          129,243
                          
                          
                          $
                          94,822Accounts
      receivable
                          
                          
                          397,496
                          
                          
                          
                          -Prepaid
      expenses
                          
                          
                          26,654
                          
                          
                          
                          -553,393
                          
                          
                          
                          94,822PETROLEUM
      AND NATURAL GAS INTERESTS (Note 5)
                          
                          
                          2,470,611
                          
                          
                          
                          -CAPITAL
      ASSETS (Note 3)
                          
                          
                          11,108
                          
                          
                          
                          -PROMISSORY
      NOTE RECEIVABLE (NOTE 4)
                          
                          
                          1
                          
                          
                          
                          1DEFERRED ACQUISITION AND FINANCING COSTS (Note
      6)
                          
                          
                          -
                          
                          
                          
                          37,164TOTAL ASSETS
                          
                          $
                          3,035,113
                          
                          
                          $
                          131,987LIABILITIESCURRENTAccounts
      payable and accrued liabilities
                          
                          $
                          207,516
                          
                          
                          $
                          30,546Loan payable
                          
                          
                          -
                          
                          
                          
                          80,000207,516
                          
                          
                          
                          110,546ASSET RETIREMENT OBLIGATION (Note
      7)
                          
                          
                          42,471
                          
                          
                          
                          -249,987
                          
                          
                          
                          110,546SHAREHOLDERS’
      EQUITYSHARE
      CAPITAL (Note 9)
                          
                          
                          14,310,501
                          
                          
                          
                          11,007,218CONTRIBUTED
      SURPLUS (Note 9)
                          
                          
                          542,440
                          
                          
                          
                          60,000DEFICIT
                          
                          
                          (12,067,815
                          )
                          
                          
                          (11,045,777
                          )2,785,126
                          
                          
                          
                          21,441$
                          3,035,113
                          
                          
                          $
                          131,987


Going
Concern (Note 1)


Commitments
and contingencies (Note 13)





APPROVED
ON BEHALF OF THE BOARD:





“Brad Nichol”
              
              “Terence Kwan”Brad
      Nichol
              
              Terence
      Kwan





The
accompanying notes are an integral part of these financial
statements


F-3





EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


STATEMENT
OF LOSS, COMPREHENSIVE LOSS AND DEFICIT





(Expressed
In Canadian Dollars)


(Unaudited
- Prepared by management)





Nine Months
                                        Ended
                                        December 31,
                                        2009
                                      
                                      
                                      Nine Months
                                        Ended
                                        December 31,
                                        2008
                                      
                                      
                                      Three Months
                                        Ended
                                        December 31,
                                        2009
                                      
                                      
                                      Three Months
                                        Ended
                                        December 31,
                                        2008REVENUEInterest
      Income
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      13,214
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      5,041EXPENSESConsulting
      fees
                                      
                                      
                                      126,141
                                      
                                      
                                      
                                      30,000
                                      
                                      
                                      
                                      34,021
                                      
                                      
                                      
                                      22,500Depreciation
      and amortization
                                      
                                      
                                      2,244
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,122
                                      
                                      
                                      
                                      -Director
      fees
                                      
                                      
                                      19,000
                                      
                                      
                                      
                                      20,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Foreign
      exchange loss (gain)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (82,382
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (60,304
                                      )General
      and administration (Notes 5)
                                      
                                      
                                      357,278
                                      
                                      
                                      
                                      95,600
                                      
                                      
                                      
                                      116,718
                                      
                                      
                                      
                                      35,402Management
      fees
                                      
                                      
                                      -
                                      
                                      
                                      
                                      22,500
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      7,500Professional
      fees and disbursements
                                      
                                      
                                      146,599
                                      
                                      
                                      
                                      78,198
                                      
                                      
                                      
                                      27,831
                                      
                                      
                                      
                                      9,091Stock-based
      compensation (Note 9(b))
                                      
                                      
                                      370,776
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      146,073
                                      
                                      
                                      
                                      -Write-down
      of acquisition costs
                                      
                                      
                                      
                                      
                                      
                                      
                                      268,279
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      268,2791,022,038
                                      
                                      
                                      
                                      432,194
                                      
                                      
                                      
                                      325,765
                                      
                                      
                                      
                                      282,468NET
      LOSS AND COMPREHENSIVE LOSSFOR THE PERIOD
                                      
                                      
                                      (1,022,038
                                      )
                                      
                                      
                                      (418,891
                                      )
                                      
                                      
                                      (325,765
                                      )
                                      
                                      
                                      (277,427
                                      )DEFICIT,
      BEGINNING OF THE PERIOD
                                      
                                      
                                      (11,045,777
                                      )
                                      
                                      
                                      (10,046,635
                                      )
                                      
                                      
                                      (11,742,050
                                      )
                                      
                                      
                                      (10,188,189
                                      )DEFICIT,
      END OF THE PERIOD
                                      
                                      $
                                      (12,067,815
                                      )
                                      
                                      $
                                      (
      10,465,616
                                      )
                                      
                                      $
                                      (12,067,815
                                      )
                                      
                                      $
                                      (10,465,616
                                      )BASIC
      AND DILUTED LOSS PER SHARE
                                      
                                      $
                                      (0.032
                                      )
                                      
                                      $
                                      (0.025
                                      )
                                      
                                      $
                                      (0.010
                                      )
                                      
                                      $
                                      (0.017
                                      )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                                      
                                      
                                      32,029,436
                                      
                                      
                                      
                                      16,643,012
                                      
                                      
                                      
                                      32,029,436
                                      
                                      
                                      
                                      16,643,012





The
accompanying notes are an integral part of these financial
statements


F-4


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


STATEMENT
OF CASH FLOWS





(Expressed
In Canadian Dollars)


(Unaudited
- Prepared by management)





Nine Months
                    Ended
                    December 31,
                    2009
                  
                  
                  Nine Months
                    Ended
                    December 31,
                    2008
                  
                  
                  Three Months
                    Ended
                    December 31,
                    2009
                  
                  
                  Three Months
                    Ended
                    December 31,
                    2008CASH
      PROVIDED BY (USED IN):OPERATING
      ACTIVITIESNet
      loss and comprehensive loss for the period
                  
                  $
                  (1,022,038
                  )
                  
                  $
                  (418,981
                  )
                  
                  $
                  (325,765
                  )
                  
                  $
                  (277,427
                  )Adjust
      for items not involving cash:Depreciation
      and amortization
                  
                  
                  2,244
                  
                  
                  
                  -
                  
                  
                  
                  1,122
                  
                  
                  
                  -Stock-based
      compensation
                  
                  
                  370,776
                  
                  
                  
                  -
                  
                  
                  
                  146,073
                  
                  
                  
                  -Write-down
      of acquisition costs
                  
                  
                  -
                  
                  
                  
                  268,279
                  
                  
                  
                  
                  
                  
                  
                  268,279Foreign
      exchange gain on note receivable
                  
                  
                  -
                  
                  
                  
                  (89,309
                  )
                  
                  
                  -
                  
                  
                  
                  (65,962
                  )Accrued
      interest on note receivable
                  
                  
                  -
                  
                  
                  
                  (9,205
                  )
                  
                  
                  -
                  
                  
                  
                  (5,041
                  )Non-cash
      management fees and expenses
                  
                  
                  -
                  
                  
                  
                  12,500
                  
                  
                  
                  -
                  
                  
                  
                  7,500(649,018
                  )
                  
                  
                  (236,716
                  )
                  
                  
                  (178,570
                  )
                  
                  
                  (72,651
                  )Changes
      in non-cash working capital items:Accounts
      receivable
                  
                  
                  (397,495
                  )
                  
                  
                  -
                  
                  
                  
                  46,369
                  
                  
                  
                  -Prepaid
      expenses
                  
                  
                  (26,654
                  )
                  
                  
                  -
                  
                  
                  
                  12,584
                  
                  
                  
                  -Accounts
      payable and accrued liabilities
                  
                  
                  176,971
                  
                  
                  
                  279,501
                  
                  
                  
                  (592,736
                  )
                  
                  
                  91,370Due
      to related party
                  
                  
                  -
                  
                  
                  
                  (7,516
                  )
                  
                  
                  -
                  
                  
                  
                  -CASH
      USED IN OPERATING ACTIVITIES
                  
                  
                  (896,196
                  )
                  
                  
                  35,269
                  
                  
                  
                  (712,353
                  )
                  
                  
                  18,719INVESTING
      ACTIVITIESAcquisition
      of petroleum and natural gas interests
                  
                  
                  1,607,501
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Deferred
      development, exploration , drilling costs
                  
                  
                  783,477
                  
                  
                  
                  -
                  
                  
                  
                  186,775
                  
                  
                  
                  -Capital
      assets purchased
                  
                  
                  13,352
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Note
      Receivable
                  
                  
                  -
                  
                  
                  
                  402,600
                  
                  
                  
                  -
                  
                  
                  
                  -Deferred
      acquisition and financing costs
                  
                  
                  -
                  
                  
                  
                  268,279
                  
                  
                  
                  -
                  
                  
                  
                  25,846CASH
      USED IN INVESTING ACTIVITIES
                  
                  
                  2,404,330
                  
                  
                  
                  670,879
                  
                  
                  
                  186,775
                  
                  
                  
                  25,846FINANCING
      ACTIVITIESShares
      issue for cash net of share issuance expense
                  
                  
                  3,414,947
                  
                  
                  
                  -
                  
                  
                  
                  520,800
                  
                  
                  
                  -Repayment
      of loan payable
                  
                  
                  (80,000
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -CASH
      PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  3,334,947
                  
                  
                  
                  -
                  
                  
                  
                  520,800
                  
                  
                  
                  -INCREASE
      (DECREASE) IN CASH
                  
                  
                  34,421
                  
                  
                  
                  (635,610
                  )
                  
                  
                  (378,328
                  )
                  
                  
                  (7,127
                  )CASH,
      BEGINNING
                  
                  
                  94,822
                  
                  
                  
                  664,333
                  
                  
                  
                  507,571
                  
                  
                  
                  35,850CASH,
      ENDING
                  
                  $
                  129,243
                  
                  
                  $
                  28,723
                  
                  
                  $
                  129,243
                  
                  
                  $
                  28,723





SUPPLEMENTARY
CASH FLOW INFORMATION:  (Note 10)





The
accompanying notes are an integral part of these financial
statements


F-5





EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


STATEMENT
OF SHAREHOLDERS’ EQUITY (DEFICIENCY)




December
31, 2009


(Expressed
In Canadian Dollars)
 (Unaudited
– Prepared by management)





Common
                        Shares
                      
                      
                      Value
                      
                      
                      Contributed
                        Surplus
                      
                      
                      Accumulated
                        Deficit
                      
                      
                      TotalBalance,
      March 31, 2006
                      
                      
                      3,662,412
                      
                      
                      $
                      9,021,948
                      
                      
                      $
                      60,000
                      
                      
                      $
                      (9,679,330
                      )
                      
                      $
                      (597,382
                      )Shares
      issued under debt settlement arrangements:at
      $0.10 per share
                      
                      
                      4,489,400
                      
                      
                      
                      448,940
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      448,940at
      $0.32 per share
                      
                      
                      80,000
                      
                      
                      
                      32,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      32,000Non-brokered
      private placement:Shares
      issued for cash at $0.10 per share
                      
                      
                      1,830,000
                      
                      
                      
                      183,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      183,000Shares
      issued for cash at $0.10 per share
                      
                      
                      2,001,000
                      
                      
                      
                      200,100
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      200,100Shares
      issued for mineral claims at $0.30 per share
                      
                      
                      100,000
                      
                      
                      
                      30,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      30,000Net
      loss for the year
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (216,222
                      )
                      
                      
                      (216,222
                      )Balance,
      March 31, 2007
                      
                      
                      12,162,812
                      
                      
                      $
                      9,915,988
                      
                      
                      
                      60,000
                      
                      
                      
                      (9,895,552
                      )
                      
                      
                      80,436Shares
      issued under debt settlement arrangementsat
      $0.32 per share
                      
                      
                      320,000
                      
                      
                      
                      67,200
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      67,200Warrants
      exercised for cash at $0.15 per share
                      
                      
                      4,160,200
                      
                      
                      
                      624,030
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      624,030Net
      loss for the year
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (151,083
                      )
                      
                      
                      (151,083
                      )Balance,
      March 31, 2008
                      
                      
                      16,643,012
                      
                      
                      
                      10,607,218
                      
                      
                      
                      60,000
                      
                      
                      
                      (10,046,635
                      )
                      
                      
                      620,583Shares
      issued for cash at $0.05 per share
                      
                      
                      8,000,000
                      
                      
                      
                      400,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      400,000Net
      loss for the year
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (999,142
                      )
                      
                      
                      (999,142
                      )Balance,
      March 31, 2009
                      
                      
                      24,643,012
                      
                      
                      
                      11,007,218
                      
                      
                      
                      60,000
                      
                      
                      
                      (11,045,777
                      )
                      
                      
                      21,441Shares
      issued for cash net of issue costs
                      
                      
                      14,183,000
                      
                      
                      
                      3,303,283
                      
                      
                      
                      111,664
                      
                      
                      
                      -
                      
                      
                      
                      3,414,947Stock-based
      compensation (Note 9(b))
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      370,776
                      
                      
                      
                      -
                      
                      
                      
                      370,776Fractional
      shares returned to treasury
                      
                      
                      (88
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Net
      loss for the period
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (1,022,038
                      )
                      
                      
                      (1,022,038
                      )Balance,
      December 31, 2009
                      
                      
                      38,825,924
                      
                      
                      $
                      14,310,501
                      
                      
                      $
                      542,440
                      
                      
                      $
                      (12,067,815
                      )
                      
                      $
                      2,785,126





The
accompanying notes are an integral part of the financial
statements


F-6


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      1.
            NATURE
      OF OPERATIONS





Edge
Resources Inc. (formerly Guildhall Minerals Ltd.) was incorporated under the
Company Act of the Province of British Columbia on September 13, 1968 and was
continued under the Business
Corporations Act (Alberta).  At the Company’s annual general
meeting held on July 20, 2009, the change of name to Edge Resources Inc.
received shareholders approval and regulatory approval on July 28,
2009.  The shares of the Company were reinstated for trading on the
NEX board of the TSX Venture Exchange and were graduated to the TSX Venture Tier
2 on May 27, 2009 trading under the symbol “EDE”





Since
2005, the Company had taken steps to become an exploration company engaged
principally in the acquisition, exploration and development of mineral
claims.  On May 26, 2009, the Company completed the acquisition of oil
and gas interests in Alberta, Canada.   With this transaction,
the Company changed its business to the acquisition and development of petroleum
and natural gas properties and the production of petroleum and natural gas
through exploration and development operations in Canada.





These
financial statements have been prepared on the basis of a going concern, which
contemplates the realization of assets and discharge of liabilities in the
normal course of business.  The Company continues to incur losses and,
at December 31, 2009, had an accumulated deficit of $12,067,815.  The
ability of the Company to continue operations as a going concern is dependent
upon raising additional working capital, settling its outstanding debts and
generating profitable operations.  Should the going concern assumption
not continue to be appropriate, further adjustments to carrying values of assets
and liabilities may be required.  The global financial collapse of
2008 and the ensuing recession has severely restricted the ability of junior
resource companies to raise equity financing which casts significant doubt on
the Company’s ability to continue its exploration
activities.   There can be no assurance that capital will be
available as necessary to meet these continuing exploration and development
costs or, if the capital is available, that it will be on terms acceptable to
the Company.  The issuances of additional stock by the Company may
result in a significant dilution in the equity interests of its current
stockholders.  Obtaining commercial loans, assuming those loans would
be available, will increase the Company's liabilities and future cash
commitments. If the Company is unable to obtain financing in the amounts and on
terms deemed acceptable, its business and future success may be adversely
affected.





NOTE
      2.
            BASIS
      OF PRESENTATION AND ACCOUNTING
POLICIES





Basis
of Presentation


These
financial statements have been prepared in accordance with Canadian generally
accepted principals for interim financial information and are presented in
Canadian dollars.  Accordingly, they may not include all of the
information and notes to the financial statements required by generally accepted
accounting principles for complete financial statements.  In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been
included.  Operating results for the nine month period ended December
31, 2009 are not necessarily indicative of the results that may be expected for
the year ended March 31, 2010.  These interim financial statements
also conform in all material respects to United States GAAP except as disclosed
in Note 14.





Use
of Estimates


The
preparation of financial statements in conformity with Canadian generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period.  Actual results could differ from these
estimates.  Significant areas requiring the use of management
estimates relate to the determination of impairment of mineral property
interests and the determination of fair value for stock based
transactions.  Where estimates have been used financial results as
determined by actual events could differ from those estimates.





Cash
and Cash Equivalents


Cash and
cash equivalents include cash on deposit and highly liquid short-term interest
bearing guaranteed investment certificates that are readily convertible to known
amounts of cash and have original maturities of three months or
less.  At December 31, 2009 the Company did not hold any cash
equivalents.


F-7


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      2.
            BASIS
      OF PRESENTATION AND ACCOUNTING POLICIES
  (Continued)





Future
Income Taxes


Future
income taxes are recorded using the asset and liability method whereby future
income tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
assets and liabilities and their respective tax bases.  Future income
tax assets and liabilities are measured using enacted or substantively enacted
tax rates expected to apply when the asset is realized or the liability settled.
The effect on future income tax assets and liabilities of a change in tax rates
is recognized in income in the period that substantive enactment or enactment
occurs.  To the extent the Company does not consider it to be more
likely than not that a future tax asset will be recovered; it provides a
valuation allowance against the excess.





Oil
and Gas Properties


The
Company follows the full cost method of accounting for its oil and gas
operations whereby all costs related to the acquisition of, exploration for and
development of petroleum and natural gas interests are
capitalized.  Such costs include land and lease acquisition costs,
annual carrying charges of non-producing properties, geological and geophysical
costs, interest costs, costs of drilling and equipping productive and
non-productive wells, and direct exploration consulting fees. Proceeds from the
disposal of oil and gas interests are recorded as a reduction of the related
expenditures without recognition of a gain or loss unless the disposal would
result in a change of 20 percent or more in the depletion rate.





Once in
commercial production, depletion and depreciation of the capitalized costs will
be computed using the unit-of-production method based on the estimated proven
reserves of oil and gas determined by independent consultants.  Costs
of significant unproved properties, net of impairment, and estimated salvage
values are excluded from the depletion and depreciation
calculation.





Estimated
future removal and site restoration costs are provided over the life of proven
reserves on a unit-of-production basis. Costs, which include the cost of
production, equipment removal and environmental clean-up, are estimated each
period by management based on current regulations, costs, technologies and
industry standards.   The charge is included in the provision for
depletion and depreciation and the actual restoration expenditures are charged
to the accumulated provision accounts as incurred.





The
Company evaluates its oil and gas assets on an annual basis using a ceiling test
to determine that the costs are recoverable and do not exceed the fair value of
the properties.  The costs are assessed to be recoverable if the sum
of the undiscounted cash flows expected from the production of proved reserves
less unproved properties exceed the carrying value of the oil and gas
assets.  If the carrying value of the oil and gas assets is not
assessed to be recoverable, an impairment loss is recognized to the extent that
the carrying value exceeds the sum of the discounted cash flows expected form
the production of proved and probable reserves less unproved
properties.  The cash flows are estimated using the future product
prices and costs and are discounted using a risk-free rate.





Joint
Interests


The
Company conducts a portion of its petroleum and natural gas exploration,
development activities through joint venture interests, and the accounts
reflected only its proportionate interest in such activities.





Capital
Assets


Capital
assets are recorded at cost less accumulated
amortization.  Amortization is computed using the straight-line method
over the following periods:





Computer
      equipment
                3
      years


F-8


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      2.
            BASIS
      OF PRESENTATION AND ACCOUNTING POLICIES
  (Continued)





Foreign
Currency Translation


Foreign
denominated monetary assets and liabilities are translated to their Canadian
dollar equivalents using foreign exchange rates which prevailed at the balance
sheet date.  Non-monetary items are translated at historical exchange
rates, except for items carried at market value, which are translated at the
rate of exchange in effect at the balance sheet date.  Revenue and
expenses are translated at average rates of exchange during the
period.  Exchange gains or losses arising on foreign currency
translation are included in the determination of operating results for the
period.





Loss
per Share


The
Company uses the treasury stock method to compute the dilutive effect of
options, warrants and similar instruments.  Under this method the
dilutive effect on loss per common share is recognized from the use of the
proceeds that could be obtained upon exercise of options, warrants and similar
instruments.  It assumes that the proceeds would be used to purchase
common shares at the average market price during the period.





Basic
loss per share figures has been calculated using the weighted average number of
shares outstanding during the respective periods.  Diluted loss per
share figures are equal to those of basic loss per share for each year since the
effects of the share purchase warrants and stock options have been excluded as
they are anti-dilutive.





Stock-Based
Compensation


The
Company recognizes compensation expense for stock options using the fair value
based method in accordance with the Canadian Institute of Chartered Accountants
(“CICA”) Handbook section 3870 “Stock-Based Compensation and Other Stock-Based
Payments”. Under this method, the fair value of options granted is estimated at
the date of grant using the Black-Scholes option pricing model incorporating
assumptions regarding risk-free interest rates, dividend yield, volatility
factor of the expected market price of the Company’s stock, and a weighted
average expected life of the options. The estimated fair value of the options is
determined at the date of grant and recorded over the options’ vesting
period.  Any consideration paid on amounts attributable to stock
options is credited to share capital upon exercise together with amounts
previously allocated to contributed surplus arising from the initial value
recorded.





Asset
Retirement Obligations


The
Company recognizes liabilities for statutory, contractual or legal obligations
associated with the retirement of tangible long-lived assets, including rights
to explore or exploit natural resources, when those obligations result from the
acquisition, construction, development or normal operation of the assets.
Initially, a liability for an asset retirement obligation is recognized at its
fair value in the period in which it is incurred. Upon initial recognition of
the liability, the corresponding asset retirement cost is added to the carrying
amount of the related asset and the cost is amortized as an expense over the
economic life of the asset using either the unit-of-production method or the
straight-line method, as appropriate. Following the initial recognition of the
asset retirement obligation, the carrying amount of the liability is increased
for the passage of time and adjusted for changes to the amount or timing of the
underlying cash flows needed to settle the obligation.





Impairment
of Long-Lived Assets


Long-lived
assets are tested for recoverability when events or changes in circumstances
indicate their carrying value may not be recoverable.  A long-lived
asset is potentially not recoverable when its carrying value is greater than the
sum of its undiscounted cash flows expected to result from its use and eventual
disposition.  The impairment loss, if any, is measured as the amount
by which the long-lived asset’s carrying amount exceeds its fair
value.





Comprehensive
Income (Loss)


CICA
Handbook Section 1530 establishes standards for reporting and presenting
comprehensive income (loss), which is defined as the change in equity from
transactions and other events from non owner sources.  Other
comprehensive income (loss) refers to items recognized in comprehensive income
(loss) that are excluded from net income (loss) calculated in accordance with
generally accepted accounting principles.  The Company’s comprehensive
income (loss) is equal to its net loss for the period.


F-9


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      2.
            BASIS
      OF PRESENTATION AND ACCOUNTING POLICIES
  (Continued)





Financial
Instruments


Handbook
Sections 3862 and 3863 replace Handbook Section 3861, Financial Instruments –
Disclosure and Presentation, revising and enhancing its disclosure requirements,
and carrying forward unchanged its presentation requirements. These new sections
place increased emphasis on disclosures about the nature and extent of risks
arising from financial instruments and how the entity manages those risks. The
Company has included disclosures recommended by the new Handbook sections in
Note 11 to these financial statements.





The
Company’s financial instruments consist of cash and cash equivalents, accounts
receivable, prepaid expenses, promissory note receivable, accounts payable and
accrued liabilities and loan payable.  The fair value of the Company’s
arms-length short term financial instruments is estimated by management to
approximate their carrying values due to their immediate or short-term
maturity.  The fair value of advances due to related parties has not
been determined as comparable arms-length interest, security and risk
information is not determinable.





On
adopting these standards, the Company designated its cash and cash equivalents
as held-for-trading, which are measured at fair value. Accounts receivable,
prepaid expenses and promissory note receivable are classified under loans and
receivables, which are measured at amortized cost.  Accounts payable
and accrued liabilities and loan payable are classified as other financial
liabilities, which are measured at amortized cost.





Recently
Adopted Accounting Policies





Accounting
Changes


Effective
April 1, 2007, the Company adopted CICA Handbook Section 1506, “Accounting
Changes.”.  This new standard establishes criteria for changing
accounting policies, together with the accounting treatment and disclosure of
changes in accounting policies, changes in accounting estimates and the
correction of errors.   The disclosure is to include, on an
interim and annual basis, a description and the impact on the Company on any new
primary source of generally accepted accounting principals (“GAAP”) that has
been issued but is not yet effective.  Adoption of these standards did
not affect the Company’s financial result.





Capital
Disclosures


The new
standard, CICA Handbook Section 1535, Capital Disclosures, is effective for
annual and interim periods beginning on or after October 1, 2007 and requires
disclosure of the Company’s objectives, policies and processes for managing
capital; quantitative data about what the Company regards as capital; whether
the Company has complies with any capital requirements; and, if the Company has
not complied, the consequences of such non-compliance.  The new
accounting standard covers disclosure only and has had no effect on the
financial results of the Company.  See Note 12.





Credit
Risk and the Fair Value of Financial Assets and Financial
Liabilities


In
January 2009, the CICA approved Emerging Issues Committee (“EIC”) 173; Credit
Risk and the Fair Value of Financial Assets and Liabilities.  This guidance
clarified that an entity’s own credit risk and the credit risk of the
counterparty should be taken into account in determining the fair value of
financial assets and financial liabilities including derivative
instruments.  This guidance is applicable to fiscal periods ending on or
after January 12, 2009. Management does not expect that this will have a
significant impact on the Company’s financial statements.





General
Standards of Financial Statement Presentation


CICA
Section 1400 includes requirements for management to assess and disclose an
entity’s ability to continue as a going concern.  This section applies
to interim and annual financial statements relating to fiscal years beginning on
or after January 1, 2008. The Company has provided the additional disclosure
required in Note 1.


F-10


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      2.
            BASIS
      OF PRESENTATION AND ACCOUNTING POLICIES
  (Continued)





Goodwill
and Intangible Assets


As of
April 1, 2009, the Company adopted the CICA Handbook Section 3064, “Goodwill and
Intangible Assets”, which replaces the existing Goodwill and Intangible Assets
standard.  The new standard revises the requirements for the
recognition, measurement, presentation and disclosure of intangible
assets.  The adoption of this standard does not have a material impact
on the Company’s financial statements.





New
Accounting Standards Not Yet Adopted





International
Financial Reporting Standards


In 2006,
Canada’s Accounting Standards Board (“AcSB”) ratified a strategic plan that will
result in the convergence of Canadian GAAP, as used by public companies, with
International Financial Reporting Standards (“IFRS”) over a transitional period.
The AcSB has developed and published a detailed implementation plan, with a
changeover date for fiscal years beginning on or after January 1, 2011. The
impact of the transition to IFRS on the Company’s financial statements has yet
to be determined.





During
2009 and 2010, the Company will assess its requirements and first time adoption
methodologies, including its internal training and resource
needs.  The Company expects that by the second calendar quarter of
2010 management will have assessed conversion and first time adoption
implications.  During 2010 additional disclosures and analysis of
impacts will be provided leading up to adoption in the first quarter of
2011.





Business
Combination, Non-Controlling Interest, and Consolidation


In
January 2009, the CICA issued Handbook Sections 1582, Business Combination
(“Section 1582”), 1601, Consolidated Financial Statements. (“Section 1601”) and
1602, Non-controlling Interests, (“Section 1602”) which replaces CICA Handbook
Sections 1581, Business Combinations, and 1600, Consolidated Financial
Statements.  Section 1582 establishes standards for the accounting for
business combinations that is equivalent to the business combination accounting
standard under IFRS.  Section 1582 is applicable for the Company’s
business combinations and acquisition dates on or after January 1,
2011.  Early adoption of this section is permitted.  Section
1601 is applicable for the Company’s interim and annual financial statements for
its fiscal year beginning January 1, 2011.  Early adoption of this
section is permitted.  If the Company chooses to adopt any one of
these sections, the other sections must also be adopted at the same
time.  The adoption of this standard is not expected to have a
material impact on the Company’s financial statements.





NOTE
      3.
            CAPITAL
      ASSETS





Description
                    
                    Cost
                    
                    
                    Accumulated
                      Amortization
                    
                    
                    Net Book
                      ValueComputer
      equipment
                    
                    $
                    13,352
                    
                    
                    $
                    2,244
                    
                    
                    $
                    11,108$
                    13,352
                    
                    
                    $
                    2,244
                    
                    
                    $
                    11,108





The
Company had no capital assets as at March 31, 2009 and December 31,
2008.





NOTE
      4.
            PROMISSORY
      NOTE RECEIVABLE





Pursuant
to a loan agreement dated July 16, 2008, the Company loaned $504,520
(US$400,000) by way of a promissory note to British American Natural Gas
Corporation.  This loan was in conjunction with a proposed acquisition
to acquire oil and gas interests in Alberta from First West Petroleum Inc. and
in Mozambique form British North American Natural Gas
Corporation.  The loan, together with interest at a rate of 5% per
annum, is due on July 16, 2010.





The
amount recorded by the Company including principal and accrued interest to March
31, 2009 is $522,350 (US$414,137).   Management has determined
that collectability of these amounts is uncertain and therefore has written down
the note receivable and accrued interest to $1.   No interest has
been accrued for the nine month period ending December 31,
2009.


F-11


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      5.
            PETROLEUM
      AND NATURAL GAS INTERESTS





As of
December 31, 2009, accumulated costs with respect to the Company’s interest in
petroleum and natural gas interests consisted of the following:





Edmonton Sands Area
                  
                  Total$Acquisition
      costsBalance,
      March 31, 2009
                  
                  
                  -Petroleum
      and natural gas rights and interest
                  
                  
                  1,500,000Acquisition
      fees and legal costs
                  
                  
                  144,664Balance,
      December 31, 2009
                  
                  
                  1,644,664Deferred
      exploration  and development costsBalance,
      March 31, 2009
                  
                  
                  -Capitalized
      general and administration costs
                  
                  
                  334,867Exploration,
      drilling and completion costs
                  
                  
                  430,302Pipelines
      and gathering systems
                  
                  
                  18,307Asset
      retirement obligations
                  
                  
                  42,471Balance,
      December 31, 2009
                  
                  
                  825,947Total
                  
                  
                  2,470,611





The
Company had no petroleum and gas interests as at March 31, 2009 and December 31,
2008.





On May
26, 2009, the Company acquired, in an arm’s length transaction, petroleum and
natural gas rights, certain tangibles and other miscellaneous interests on the
Willesden Green property.  This property is located in Townships 41 to
42, Ranges 3 to 4 W5M approximately 67km north and west of Red Deer,
Alberta.  The Company’s working interest in the oil and gas assets
consists of 50% in two sections and 100% in five sections, all of which contains
drilled, cased and in some cases, completed wells.   All standing
well zones are completed in one or more of the Horseshoe Canyon and Scollard
formations within the Edmonton Group.





As at
December 31, 2009, $2,470,611 of accumulated expenditures has been capitalized
in petroleum and natural gas interests.  These expenditures include
costs of acquisition, land lease rentals, initial exploration, drilling and
related general and administrative costs in the planned exploration drilling
program.  These costs will not be subject to depletion until such time
that oil and gas wells are placed into commercial production





NOTE
      6.
            DEFERRED
      ACQUISITION COSTS





On March
19, 2009, the Company entered into an assignment agreement with Quarry Bay
Capital LLC and paid an assignment fee of $25,000 for the right to enter into a
definitive agreement to acquire certain petroleum and natural gas assets,
tangibles and miscellaneous interests in Alberta from Poplar Point Energy
Inc.  On April 15, 2009, the Company entered into formal negotiations
with Poplar Point Energy Inc. to acquire those petroleum and natural gas assets,
tangibles and miscellaneous interests in Alberta.  Preliminary
acquisition related costs of $37,164 incurred as at March 31, 2009 were
capitalized as deferred acquisition costs until completion of the acquisition
process.  These costs have been transferred to petroleum and natural
gas interests during the period.


F-12


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      7.
            ASSET
      RETIREMENT OBLIGATION





Balance,
      March 31, 2009
                  
                  $
                  -Retirement
      obligation provision
                  
                  
                  42,471Balance,
      December 31, 2009
                  
                  $
                  42,471





The
Company had no asset retirement obligations as at March 31, 2009 and December
31, 2008.





NOTE
      8.
            RELATED
      PARTY TRANSACTIONS





During
the period ended December 31, 2009 the Company incurred:





a)
            $20,000
      (2008 - $30,000) for consulting fees to a company controlled by a
      director.  As at December 31, 2009, $nil (2008 - $31,500) was
      owing to this company.


b)
            $19,000
      (2008 - $20,000) in director fees were paid.   As at
      December 31, 2009, $nil (2008 - $nil) was owing to this
      director.


c)
            $31,500
      (2008 – $28,500) for administrative and accounting services to a company
      controlled by a director and officer.  As at December 31, 2009,
      $nil (2008 – $17,325) is owing to this company and is included in accounts
      payable.  During November 2007 70,000 shares at a price of $0.21
      per share were issued in settlement of $14,700 of debt due to this
      company;


d)
            Legal
      fees and disbursements of $46,892 (2008 - $nil) to a law firm of which a
      director is a principal.  As at December 31, 2009, $35,035 (2008
      - $nil) is owing to this firm and is included in accounts
      payable.


e)
            $314,868
      (2008 - $nil) for consulting and expenses associated with the management
      contracts of key officers and senior management of the
      Company.




Transactions
with related parties are in the normal course of operations and have been
recorded at the exchange amount which is the consideration agreed to between the
related parties.





NOTE
      9.
            SHARE
      CAPITAL





a)  Capital
Stock





Authorized:Unlimited
common shares without par value





During
November 2007, the Company issued 320,000 common shares at a price of $0.21 per
share pursuant to debt settlement agreements with its three officers to settle
amounts owing to them or their firms in the aggregate of $67,200 for services
rendered.





On
January 16, 2009, 8,000,000 shares at a price of $0.05 per share were issued by
way of a non-brokered private placement for proceeds of $400,000.





On May
26, 2009 the Company completed a private placement of 12,183,000 common shares
at $0.25 per share for gross proceeds of $3,045,750.  The Company paid
cash commissions to certain finders equal to 7% of the gross proceeds (or
$151,602) for the introduction of the subscribers.  In addition, the
Company issued to the finders 662,410 warrants to acquire that number of common
shares of the Company which is equal to 7% of the number of common shares sold
to subscribers of the private placement introduced to the
Company.  Each finder’s warrant entitles the finder to purchase one
common share of the Company at a price of $0.30 per share for a period of twelve
months following the closing of the transaction.  The warrants
associated with this placement have an estimated fair value of $92,205 that has
been included in contributed surplus.  The Black-Scholes valuation
model was used with the following assumptions:


F-13


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      9.
            SHARE
      CAPITAL (continued)





Market
      price
                    
                    $
                    0.30Expected
      life
                    
                    1
      yearRisk
      free interest rate
                    
                    
                    1.04
                    %Dividend
      yield
                    
                    
                    -Expected
      volatility
                    
                    
                    122.92
                    %Fair
      value of warrants
                    
                    $
                    92,205





On
October 14, 2009 the Company completed a non-brokered private placement of
2,000,000 common shares at $0.28 per share for gross proceeds of
$560,000.  The Company paid cash commissions to the finder equal to 7%
of the gross proceeds (or $39,200) for the introduction of the
subscriber.  In addition, the Company issued to the finder 140,000
warrants to acquire that number of common shares of the Company which is equal
to 7% of the number of common shares sold the subscriber of the private
placement introduced to the Company.  Each finder’s warrant entitles
the finder to purchase one common share of the Company at a price of $0.28 per
share for a period of twelve months following the closing of the
transaction.  The warrants associated with this placement have an
estimated fair value of $19,459 that has been included in contributed
surplus.    The Black-Scholes valuation model was used with
the following assumptions:





Market
      price
                  
                  $
                  0.28Expected
      life
                  
                  1
      yearRisk
      free interest rate
                  
                  
                  1.30
                  %Dividend
      yield
                  
                  
                  -Expected
      volatility
                  
                  
                  122.92
                  %Fair
      value of warrants
                  
                  $
                  19,459





b)  Stock
Options





On
September 1, 2005, the Company adopted a formal stock option plan which provides
for the granting of incentive stock options up to a maximum of 10% of the
Company’s issued and outstanding common shares.  No options were
issued up under this plan up to June 2, 2009.





As at
December 31, 2009, the Company had outstanding share options of
3,200,000.  The weighted average remaining life of all outstanding
share options was 4.48 years.  A summary of the Company’s stock
options as of December 31, 2009 and changes during the period are as
follows:





2009
                      
                      
                      2008Stock options
                      
                      
                      Weighted
                        Average
                        Exercise Price
                      
                      
                      Shares
                      
                      
                      Weighted
                        Average
                        Exercise Price$
                      
                      
                      
                      
                      
                      $Outstanding,
      March 31,
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Granted
                      
                      
                      3,500.000
                      
                      
                      
                      0.30
                      
                      
                      
                      -
                      
                      
                      
                      -Expired
      or cancelled
                      
                      
                      (300,000
                      )
                      
                      
                      030
                      
                      
                      
                      -
                      
                      
                      
                      -Exercised
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Outstanding,
      December 31,
                      
                      
                      3,200,000
                      
                      
                      
                      0.30
                      
                      
                      
                      -
                      
                      
                      
                      -


F-14


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      9.
            SHARE
      CAPITAL (Continued)





On June
2, 2009, the Company granted options to certain officers, directors, employees
or consultants to purchase an aggregate of 2,700,000 common shares in the
capital of the Company at an exercise price of $0.30 per share for a 5 year
period.  (Subsequent to the grant date, 300,000 stock options were
cancelled.)  One-quarter of the options under this option agreement
vested immediately; and one-quarter of the options shall vest on each of the
sixth month anniversary; the one year anniversary and the eighteenth month
anniversary from the grant date.  The vested and remaining un-vested
options were granted a fair value of $609,697.  The Black-Scholes
method of options valuation was used with the following
assumptions:





Exercise
      price
                    
                    $
                    0.30Expected
      life
                    
                    5
      yearsRisk
      Free Interest Rate
                    
                    
                    2.57
                    %Expected
      volatility
                    
                    
                    124.66
                    %Dividend
      yield
                    
                    
                    -Total
      fair value of options granted
                    
                    $
                    609,697Stock-based
      compensation expensed (vested options)
                    
                    $
                    317,551





$317,551
has been charged to operations as stock based compensation expense with the
offsetting credit to contributed surplus for the nine month period ended
December 31, 2009 with respect to these stock options.





On July
8, 2009, the Company under its formal stock option plan granted options to
certain officers, directors, or consultants to purchase an aggregate of 300,000
at an exercise price of $0.31 per share for a 5 year
period.  One-quarter of the options under this option agreement vested
immediately; and one-quarter of the options shall be vested on each of the sixth
month anniversary; the one year anniversary and the eighteen month anniversary
from the grant date. The options were granted with a fair value of $78,941 using
the Black-Scholes method of options valuation with the following
assumptions.





Market
      price
                    
                    $
                    0.31Expected
      life
                    
                    5
      yearsRisk
      Free Interest Rate
                    
                    
                    2.57
                    %Expected
      volatility
                    
                    
                    125.30
                    %Dividend
      yield
                    
                    
                    -Total
      fair value of options granted
                    
                    $
                    78,941Stock-based
      compensation expensed (vested options)
                    
                    $
                    19,736





$19,736
has been charged to operations as stock based compensation expense with the
offsetting credit to contributed surplus for the nine month period ended
December 31, 2009.





On
September 24, 2009, the Company under its formal stock option plan granted
options to certain officers, directors or consultants to purchase an aggregate
of 500,000 at an exercise price of $0.31 per share for a 5 year
period.  One-quarter of the options under this option agreement vested
immediately; and one-quarter of the options shall be vested on each of the sixth
month anniversary; the one year anniversary and the eighteen month anniversary
from the grant date. The options were granted with a fair value of $133,956
using the Black-Scholes method of options valuation with the following
assumptions.





Market
      price
                    
                    $
                    0.31Expected
      life
                    
                    5
      yearsRisk
      Free Interest Rate
                    
                    
                    2.62
                    %Expected
      volatility
                    
                    
                    130.36
                    %Dividend
      yield
                    
                    
                    -Total
      fair value of options granted
                    
                    $
                    133,956Stock-based
      compensation expensed (vested options)
                    
                    $
                    33,489


F-15


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      9.
            SHARE
      CAPITAL (Continued)





$33,489
has been charged to operations as stock based compensation expense with the
offsetting credit to contributed surplus for the nine month period ended
December 31, 2009.





c)   Warrants





As at
December 31, 2009, the Company had outstanding share purchase warrants to
acquire 662,410 common shares of the Company at an exercise price of $0.30 per
share until May 26, 2010 and to acquire 140,000 common shares of the Company at
an exercise price of $0.28 per share until October 14, 2010. (2008 –
$nil).  The weighted average remaining life of all outstanding share
purchase warrants was 0.47 years (2008 –$nil) at December 31, 2009.





A summary
of the Company’s warrants as of December 31, 2009, and 2008, and changes during
the period are as follows:





2009
                      
                      
                      2008Share Purchase
                        Warrants
                      
                      
                      Weighted
                        Average
                        Exercise Price
                      
                      
                      Share Purchase
                        Warrants
                      
                      
                      Weighted
                        Average Exercise
                        Price$
                      
                      
                      
                      
                      
                      $Outstanding,
      March 31,
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Issued
                      
                      
                      802,410
                      
                      
                      
                      0.30
                      
                      
                      
                      -
                      
                      
                      
                      -Expired
      or cancelled
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      -Exercised
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Outstanding,
      December 31,
                      
                      
                      802,410
                      
                      
                      
                      0.30
                      
                      
                      
                      -
                      
                      
                      
                      -





d)   Escrowed
Shares





Pursuant
to escrow agreements dated May 13, 2009, 451,000 common shares held prior to the
application for the change of business and reactivation of the Company on the
TSX Venture Exchange were deposited with Computershare Trust Company of Canada
to be held in escrow.  Under the terms of the agreements 10% of
421,000 and 25% of 30,000 of these shares were released from escrow on the date
of issuance of the Final Exchange Bulletin on completion of the change of
business transaction of the Company.   The balance of these
shares are to be released in six equal tranches every six months after that
date  As at December 31, 2009, 122,500 shares have been released from
escrow.





NOTE
      10.
            SUPPLEMENTAL
      CASH FLOW INFORMATION





December 31,2009
                      
                      
                      2008$
                      
                      
                      $a)
      Non-cash financing and investing activitiesFinancing
      activitiesShare-based
      share issuance costs included in Share Capital (Note 9(a))
                      
                      
                      (111,664
                      )
                      
                      
                      -Investing
      Activities:Petroleum
      and natural gas acquisition costs
                      
                      
                      79,635
                      
                      
                      
                      -Deferred
      acquisition costs  (Note 6)
                      
                      
                      (37,164
                      )Asset
      retirement obligation liability (Note 7)
                      
                      
                      (42,471
                      )-
                      
                      
                      
                      -b)
      OtherCash
      paid for interest during the period
                      
                      
                      -
                      
                      
                      
                      -Cash
      paid for income taxes during the period
                      
                      
                      -
                      
                      
                      
                      -


F-16


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      11.
            FINANCIAL
      INSTRUMENTS AND RISK MANAGEMENT





Environmental
Risk


As at
December 31, 2009, the Company is engaged primarily in petroleum and natural gas
exploration and development and manages related industry risk issues
directly.  The Company may be at risk for environmental issues and
fluctuations in commodity pricing.  Management is not aware of and
does not anticipate any significant environmental remediation costs or
liabilities in respect of its current operations; however it is not possible to
be certain that all aspects of environmental issues affecting the Company, if
any, have been fully determined or resolved.





Commodity
Price Risk


Prices
received for crude oil and natural gas are commodities that are sensitive to
numerous worldwide factors, many of which are beyond the Company’s
control.  Changes in world crude oil and natural gas prices may
significantly affect results of operations and the fair value of future cash
flows from operating activities.  The Company has proven natural gas
reserves but no producing wells as at December 31, 2009.





Financial
Instrument Risk


The
Company has exposure to the following risks from its use of financial
instruments:


·
            Credit
      risk


·
            Liquidity
      risk


·
            Market
      risk


Credit
risks


Credit
risk is the risk that one party to a financial instrument will fail to discharge
an obligation and cause the other party to incur a financial loss. The Company’s
primary exposure to credit risk is on its bank accounts. The bank accounts are
mainly held with a major Canadian bank. As the Company’s cash is mainly held by
one Canadian bank, there is a concentration of credit risk with this bank. This
risk is managed by using a major bank that is a high credit quality financial
institution as determined by rating agencies.





Liquidity
risk


Liquidity
risk arises through the excess of financial obligations over available financial
assets due at any point in time. The Company ensures that there is sufficient
capital in order to meet short-term operating requirements, after taking into
account the Company’s holdings of cash and cash equivalents.  The
Company’s cash and cash equivalents are invested in business bank accounts and
short term interest bearing instruments and are available on
demand.





Market
risk


The
Company is subject to normal risks including fluctuations in the US dollar
exchange rates, and interest rate.  While the Company manages its
operations in order to minimize exposure to these risks, the Company has not
entered into any derivatives or contracts to hedge or otherwise mitigate this
exposure.





As at
December 31, 2009, the Company was not exposed to interest rate
risk.





The
Company is exposed to currency fluctuations to the US dollar on the note
receivable to British American Natural Gas Corporation which was contracted in
US dollars.  The Company is also exposed to the impact of the US
dollar fluctuation on its monetary assets and liabilities.  The
Company does not actively manage this exposure.


F-17


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      12.
            CAPITAL
      MANAGEMENT





The
Company considers its cash and common shares as capital.  The
Company’s objective when managing capital is to safeguard the Company’s ability
to continue as a going concern in order to pursue the development of its
properties and to maintain a flexible capital structure which optimizes the cost
of capital at an acceptable risk level.





The
Company manages the capital structure and makes adjustments to it in light of
changes in economic conditions and the risk characteristics of the underlying
assets.  To maintain or adjust the capital structure, the Company may
attempt to issue new shares or acquire or dispose of assets.  In order
to maximize ongoing development efforts, the Company does not pay out
dividends.





There
were no changes in the Company’s approach to capital management during the
period ended December 31, 2009.  The Company is not subject to
externally imposed capital requirements.





NOTE
      13.
            COMMITMENTS
      AND CONTINGENCIES





On June
1, and August 10, 2009, the Company entered into four contracts with certain
companies, one of which is controlled by the president of the Company, and a
consultant to provide advisory and technical services on and on-going
basis.  The aggregate annual compensation of these contracts amounts
to $598,000 which is paid at a rate of $49,833 per month.  Each
agreement can be terminated by giving termination notice and a minimum of 6
months to a maximum of 12 months termination fee.





The
Company is not aware of any events of non-compliance in its operations with any
environmental laws or regulations or of any potentially material contingencies
related to environmental issues.  However, the Company cannot predict
whether any new or amended environmental laws or regulations introduced in the
future will have a material adverse effect on the future business of the
Company.  The Company has no significant commitments or contractual
obligations with any parties respecting executive compensation, consulting
arrangements or other matters, except as disclosed.  Rental of
premises is on a month-to-month basis.





In the
ordinary course of business, the Company enters into contracts which contain
indemnification provisions such as purchase contracts, service agreements,
licensing agreements, asset purchase and sale agreements, operating agreements,
leasing agreements, asset use agreements, industry farmout agreements,
etc.  In such contracts, the Company may indemnify counter-parties to
the contracts if certain events occur.  These indemnification
provisions vary on an agreement by agreement basis.  In some cases,
there are no pre-determined amounts or limits included in the indemnification
provisions and the occurrence of contingent events that will trigger payment
under them is difficult to predict.  Therefore, the maximum potential
future amount that the Company could be required to pay cannot be
estimated.





Under the
terms of certain agreements and the Company’s-by-laws, the Company indemnifies
individuals who have acted at the Company’s request to be a director and/or
officer of the Company, to the extent permitted by law, against any and all
damages, liabilities, costs, charges or expenses suffered by or incurred by the
individuals as a result of their service.  The claims covered by such
indemnifications are subject to statutory and other legal limitation
periods.  The nature of the indemnification agreements prevents the
Company from making a reasonable estimate of the maximum potential amount it
could be required to pay to beneficiaries of such indemnification
agreements.


F-18


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      14.
            UNITED
      STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES





These
financial statements are prepared in accordance with generally accepted
accounting principles in Canada (“Canadian GAAP”), which differ in certain
respects with accounting principles generally accepted in the United States and
from practices prescribed by the Securities and Exchange Commission
(collectively “U.S. GAAP).  Material differences to these financial
statements are as follows:





a)  Exploration stage
enterprise:





Under US
accounting standards, the Company is considered to be an enterprise in the
exploration stage as substantially all of its efforts have been directed towards
the investigation of business opportunities and exploration of resource
properties.  Accounting principles for exploration stage enterprises
require the specific disclosure of this fact and the presentation of certain
cumulative information from the inception of the exploration
stage.  However, it does not require any changes in the measurement of
assets, liabilities, revenues or expenses from that set out in the financial
statements prepared in accordance with Canadian GAAP.





b)  Statement of
stockholders’ equity:





US
accounting standards require a separate Statement of Stockholders’ Equity
disclosing historical transactions from inception of the exploration
stage.  For Canadian reporting purposes the Company has not provided
historical share transactions prior to March 31, 2007.





c)  Interest in unproven
resource properties:





Under
U.S. GAAP, the Company classified its resource rights as tangible assets and
accordingly acquisition costs are capitalized as resource property
costs.  U.S. GAAP requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.  In performing the
review for recoverability, the Company is to estimate the future cash flows
expected to result from the use of the asset and its eventual
disposition.  If the sum of the undiscounted expected future cash
flows is less than the carrying amount of the asset, an impairment loss is
recognized.  Mineral exploration costs are expensed as incurred until
commercially mineable deposits are determined to exist within a particular
property.  Accordingly, for all periods presented, the Company has
expensed all mineral exploration costs for U.S. GAAP purposes.  In
addition, under Canadian GAAP, cash flows relating to resource property costs
are reported as investing activities. For U.S. GAAP, these costs are classified
as operating activities.





To date
the Company has proven or probable reserves on its resource properties which
contain drilled and cased natural gas wells.




d)  Statements
of cash flows





For
Canadian GAAP, all cash flows relating to resource property costs are reported
as investing activities. For U.S. GAAP, resource property acquisition costs
would be characterized as investing activities and resource property exploration
costs as operating activities.





The
Company has included a subtotal in cash flows from operating activities. Under
U.S. GAAP, no such subtotal would be disclosed.


F-19


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      14.
            UNITED
      STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
  (continued)





e)  Summary
of financial statement information





The
effect of the accounting differences for exploration costs are as
follows:





Reconciliation
of losses reported to U.S. GAAP:





Nine Months Ended
                  
                  
                  Three Months EndedDecember 31,
                  
                  
                  December 31,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008$
                  
                  
                  $
                  
                  
                  $
                  
                  
                  $Net
      loss as reported in accordance with Canadian GAAP
                  
                  
                  (1,022,038
                  )
                  
                  
                  (418,891
                  )
                  
                  
                  (325,765
                  )
                  
                  
                  (277,427
                  )Adjustments
      to U.S. GAAP:
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      loss under U.S. GAAP
                  
                  
                  (1,022,038
                  )
                  
                  
                  (418,891
                  )
                  
                  
                  (325,765
                  )
                  
                  
                  (277,427
                  )Net
      loss per share under U.S. GAAP
                  
                  
                  (0.032
                  )
                  
                  
                  (0.025
                  )
                  
                  
                  (0.010
                  )
                  
                  
                  (0.017
                  )





Diluted
net earnings (loss) per share reflect the potential dilution of securities that
could result from the exercise of dilutive options and warrants.  As
of December 31, 2009, the Company had 3,200,000 (2008: nil) stock options
outstanding and 802,410 (2008: nil) warrants outstanding which have not been
included in the calculation of diluted net loss per share because their effect
would have been anti-dilutive.





Reconciliation
of total assets, liabilities and shareholders’ equity to U.S. GAAP:





December 31,
                      
                      
                      March 31,2009
                      
                      
                      2009$
                      
                      
                      $Total
      assets under Canadian GAAP
                      
                      
                      3,035,113
                      
                      
                      
                      131,987Adjustment
      to U.S. GAAP
                      
                      
                      -
                      
                      
                      
                      -Total
      assets under U.S. GAAP
                      
                      
                      3,035,113
                      
                      
                      
                      131,987Total
      liabilities under Canadian GAAP
                      
                      
                      249,987
                      
                      
                      
                      110,546Adjustment
      to U.S. GAAP
                      
                      
                      -
                      
                      
                      
                      -Total
      liabilities under US GAAP
                      
                      
                      249,987
                      
                      
                      
                      110,546Total
      shareholders’ equity  under Canadian GAAP
                      
                      
                      2,785,126
                      
                      
                      
                      21,441Adjusted
      to U.S. GAAP
                      
                      
                      -
                      
                      
                      
                      -Total
      shareholders’ equity  under U.S. GAAP
                      
                      
                      2,785,126
                      
                      
                      
                      21,441


F-20


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      14.
            UNITED
      STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
  (continued)





Reconciliation
of statements of cash flows to U.S. GAAP:





Nine Months Ended
                          
                          
                          Three Months EndedDecember 31,
                          
                          
                          December 31,2009
                          
                          
                          2008
                          
                          
                          2009
                          
                          
                          2008$
                          
                          
                          $
                          
                          
                          $
                          
                          
                          $Cash
      used in operating activities under Canadian GAAP
                          
                          
                          (896,196
                          )
                          
                          
                          35,269
                          
                          
                          
                          (712,353
                          )
                          
                          
                          18,719Adjustments
      to U.S. GAAP - Petroleum & Natural Gas Interests:-
      capitalized acquisition related costs expensed
                          
                          
                          (107,500
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          --
      capitalized exploration and development costs expensed
                          
                          
                          (825,947
                          )
                          
                          
                          (268,279
                          )
                          
                          
                          (186,775
                          )
                          
                          
                          (25,846
                          )-
      non-cash item – Asset retirement obligation allowance
                          
                          
                          42,471
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Cash
      used in operating activities under US GAAP
                          
                          
                          (1,787,172
                          )
                          
                          
                          (233,010
                          )
                          
                          
                          (899,128
                          )
                          
                          
                          (7,127
                          )Cash
      used in investing activities under Canadian GAAP
                          
                          
                          2,404,330
                          
                          
                          
                          670,879
                          
                          
                          
                          186,775
                          
                          
                          
                          25,846Adjustments
      to U.S. GAAP - Petroleum & Natural Gas Interests:-
      capitalized acquisition related costs expensed
                          
                          
                          (107,500
                          )
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          --
      capitalized exploration and development costs expensed
                          
                          
                          (783,477
                          )
                          
                          
                          (268,279
                          )
                          
                          
                          (186,775
                          )
                          
                          
                          (25,846
                          )Cash
      used in investing activities under U.S. GAAP
                          
                          
                          1,513,353
                          
                          
                          
                          (402,600
                          )
                          
                          
                          -
                          
                          
                          
                          -Cash
      flow from financing activities under Canadian GAAP
                          
                          
                          3,334,947
                          
                          
                          
                          -
                          
                          
                          
                          520,800
                          
                          
                          
                          -Adjustments
      to U.S. GAAP
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Cash
      flow from financing activities under U.S. GAAP
                          
                          
                          3,334,947
                          
                          
                          
                          -
                          
                          
                          
                          520,800
                          
                          
                          
                          -





f)  Recent accounting
pronouncements:





In April
2009, The FASB issued FSP SFAS 157-4 which provides additional guidance for
estimating fair value in accordance with SFAS 157, “Fair Value Measurements”,
when the volume and level of activity for the asset or liability have
significantly decreased.  FSP SFAS 157-4 also includes guidance on
identifying circumstances that indicate a transaction is not
orderly.  FSP SFAS 157-4 requires the disclosure of the inputs and
valuation technique(s) used to measure fair value and a discussion of changes in
valuation techniques and related inputs, if any, during the
period.  The adoption of this statement did not have a material impact
on the Company’s results of operations and financial position.





In May
2009, the FASB issued a new accounting standard regarding subsequent
events.  The standard incorporates into authoritative accounting
literature certain guidance that already existed within generally accepted
auditing standards, with the requirements concerning recognition and disclosure
of subsequent events remaining essentially unchanged.  This guidance
addresses events which occur after the balance sheet date but before the
issuance of financial statements.  Under the new standard, as under
previous practice, an entity must record the effects of subsequent events that
provide evidence about conditions that existed at the balance sheet date and
must disclose but not record the effects of subsequent events which provide
evidence about conditions that did not exist at the balance sheet
date.  This standard added an additional required disclosure relative
to the date through which subsequent events have been evaluated and whether that
is the date on which the financial statements were issued.  For the
Company, this standard was effective beginning September 1,
2009.


F-21


EDGE
RESOURCES INC.


(An
Exploration Stage Company)


(Formerly
Guildhall Minerals Ltd.)


NOTES
TO THE FINANCIAL STATEMENTS


December
31, 2009


(Unaudited
- Prepared by Management)


(Expressed
in Canadian Dollars)





NOTE
      14.
            UNITED
      STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
  (continued)





In June
2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles – a replacement of
FASB Statement No. 162 (“SFAS 168”).  Upon its adoption, the FASB
Accounting Standards Codification (the “Codification”) will become the source of
authoritative GAAP recognized by the FASB to be applied to nongovernment
entities.  On the effective date of SFAS 168, the Codification will
supersede all then-existing non-SEC accounting and reporting
standards.  Following SFAS 168, the FASB will not issue new accounting
standards in the form of FASB Statements, FASB Staff Positions, or Emerging
Issues Task Force abstracts.  SFAS 168 will also modify the existing
hierarchy of GAAP to include only two levels – authoritative and
non-authoritative.  SFAS 168 will be effective for financial
statements issued for interim and annual periods ending after September 15,
2009, and early adoption is not permitted.  The Company does not
believe that the adoption of this standard will have a material impact on its
financial position, results of operations or cash flows.





g)  Subsequent
events





The
Company evaluated subsequent events through the date the interim financial
statements were issued, which was February 23, 2010.


F-22





EDGE
RESOURCES INC.


(Formerly
Guildhall Minerals Ltd.)


(An
Exploration Stage Company)





FINANCIAL
STATEMENTS




MARCH
31, 2009




INDEPENDENT
AUDITORS’ REPORT





BALANCE
SHEETS





STATEMENTS
OF LOSS, COMPREHENSIVE LOSS AND DEFICIT





STATEMENTS
OF CASH FLOWS





STATEMENT
OF SHAREHOLDERS’ EQUITY





NOTES
TO THE FINANCIAL STATEMENTS


F-23








INDEPENDENT
AUDITORS’ REPORT


To the
Shareholders of Edge Resources Inc. (formerly Guildhall Minerals
Ltd.)





We have
audited the balance sheets of Edge Resources Inc. (formerly Guildhall Minerals
Ltd.) as at March 31, 2009 and 2008 and the statements of loss, comprehensive
loss and deficit, cash flows and shareholders’ equity for the years ended March
31, 2009, 2008 and 2007.  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
audits.





We
conducted our audits in accordance with Canadian generally accepted auditing
standards and with the standards of the Public Company Accounting Oversight
Board (United States).  Those standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement.  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.




In
our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at March 31, 2009 and 2008
and the results of its operations and its cash flows for the years ended March
31, 2009, 2008 and 2007 in accordance with Canadian generally accepted
accounting principles.




“DMCL”




DALE
MATHESON CARR-HILTON LABONTE LLP


CHARTERED
ACCOUNTANTS


Vancouver,
Canada


September
30, 2009, except for Note 13, which is as of May 25, 2010





COMMENTS
BY AUDITORS FOR U.S. READERS ON CANADA
 -UNITED
STATES REPORTING DIFFERENCES


In the
United States, reporting standards for auditors require the addition of an
explanatory paragraph (following the opinion paragraph) when the financial
statements are affected by conditions and events that cast substantial doubt on
the Company’s ability to continue as a going concern, such as those described in
Note 1 to the financial statements.  Our report to the shareholders
dated September 30, 2009 is expressed in accordance with Canadian reporting
standards which do not permit a reference to such events and conditions in the
auditors’ report when these are adequately disclosed in the financial
statements.





“DMCL”




DALE
MATHESON CARR-HILTON LABONTE LLP


CHARTERED
ACCOUNTANTS


Vancouver,
Canada


September
30, 2009, except for Note 13, which is as of May 25 , 2010








F-24


EDGE
RESOURCES INC.


(Formerly
Guildhall Minerals Ltd.)


(An
Exploration Stage Company)


BALANCE
SHEETS


(Expressed
In Canadian Dollars)





March 31,
                
                
                March 31,2009
                
                
                2008ASSETSCURRENTCash
      and cash equivalents
                
                $
                94,822
                
                
                $
                664,333PROMISSORY
      NOTE RECEIVABLE (Note 4)
                
                
                1
                
                
                
                -MINERAL
      PROPERTIES (Note 3)
                
                
                -
                
                
                
                33,500DEFERRED
      ACQUISITION AND FINANCING COSTS (Note 5)
                
                
                37,164
                
                
                
                -TOTAL
      ASSETS
                
                $
                131,987
                
                
                $
                697,833LIABILITIESCURRENTAccounts
      payable (Note 6)
                
                $
                30,546
                
                
                $
                69,734Loan
      payable (Note 12)
                
                
                80,000
                
                
                
                -Due
      to related party (Note 6)
                
                
                -
                
                
                
                7,516TOTAL
      LIABILITIES
                
                
                110,546
                
                
                
                77,250SHAREHOLDERS’
      EQUITYSHARE
      CAPITAL (Note 7)Authorized:
      unlimited commons shares without par valueIssued:
      24,643,012 common shares (2008: 16,643,012)
                
                
                11,007,218
                
                
                
                10,607,218CONTRIBUTED
      SURPLUS (Note 7)
                
                
                60,000
                
                
                
                60,000DEFICIT
                
                
                (11,045,777
                )
                
                
                (10,046,635
                )21,441
                
                
                
                620,583TOTAL
      LIABILITIES AND SHAREHOLDERS’ EQUITY
                
                $
                131,987
                
                
                $
                697,833





Going
Concern (Note 1)


Commitments
(Note 12)


Subsequent
Events (Note 12)





APPROVED
ON BEHALF OF THE BOARD:





“Chris Cooper”
              
              “Terence Kwan”Chris
      Cooper
              
              Terence
      Kwan





The
accompanying notes are an integral part of these financial
statements


F-25


EDGE
RESOURCES INC.


(Formerly
Guildhall Minerals Ltd.)


(An
Exploration Stage Company)


STATEMENTS OF LOSS, COMPREHENSIVE LOSS
AND DEFICIT


(Expressed In Canadian
Dollars)





Year ended
                                        March 31, 2009
                                      
                                      
                                      Year ended
                                        March 31, 2008
                                      
                                      
                                      Year ended
                                        March 31, 2007INCOMEInterest
      income
                                      
                                      $
                                      20,426
                                      
                                      
                                      $
                                      7,714
                                      
                                      
                                      $
                                      -EXPENSESConsulting fees (Note
      6)
                                      
                                      
                                      47,250
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Directors Fees (Note
      6)
                                      
                                      
                                      21,500
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Management fees (Note
      6)
                                      
                                      
                                      22,500
                                      
                                      
                                      
                                      30,000
                                      
                                      
                                      
                                      30,000General and administration (Note
      6)
                                      
                                      
                                      143,926
                                      
                                      
                                      
                                      112,994
                                      
                                      
                                      
                                      73,281Professional fees (Note
      6)
                                      
                                      
                                      86,562
                                      
                                      
                                      
                                      26,916
                                      
                                      
                                      
                                      93,126Exploration tax credits
      received
                                      
                                      
                                      (2,461
                                      )
                                      
                                      
                                      (11,114
                                      )
                                      
                                      
                                      -Foreign exchange
      gain
                                      
                                      
                                      (96,408
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Write-off of other
      assets
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1Write-down of mineral properties
      (Note 3)
                                      
                                      
                                      33,500
                                      
                                      
                                      
                                      1
                                      
                                      
                                      
                                      71,314Write-off of acquisition and
      financing costs (Note 5 )
                                      
                                      
                                      268,279
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Write-down of note receivable
      (Note 4)
                                      
                                      
                                      522,350
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Write-down of accounts
      payable
                                      
                                      
                                      (27,430
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (51,500
                                      )1,019,568
                                      
                                      
                                      
                                      158,797
                                      
                                      
                                      
                                      216,222NET LOSS AND COMPREHENSIVE LOSS
      FOR THE YEAR
                                      
                                      
                                      (999,142
                                      )
                                      
                                      
                                      (151,083
                                      )
                                      
                                      
                                      (216,222
                                      )DEFICIT, BEGINNING OF THE
      YEAR
                                      
                                      
                                      (10,046,635
                                      )
                                      
                                      
                                      (9,895,552
                                      )
                                      
                                      
                                      (9,679,330
                                      )DEFICIT, END OF THE
      YEAR
                                      
                                      $
                                      (11,045,777
                                      )
                                      
                                      $
                                      (10,046,635
                                      )
                                      
                                      $
                                      (9,895,552
                                      )BASIC AND DILUTED LOSS PER
      SHARE
                                      
                                      $
                                      (0.05
                                      )
                                      
                                      $
                                      (0.01
                                      )
                                      
                                      $
                                      (0.04
                                      )WEIGHTED AVERAGE NUMBER OF SHARES
      OUTSTANDING (Note 7)
                                      
                                      
                                      18,218,342
                                      
                                      
                                      
                                      13,427,325
                                      
                                      
                                      
                                      5,965,761






The
accompanying notes are an integral part of these financial
statements


F-26


EDGE
RESOURCES INC.


(Formerly
Guildhall Minerals Ltd.)


(An
Exploration Stage Company)


STATEMENTS OF CASH
FLOWS


(Expressed
In Canadian Dollars)





Year ended
                                                March 31,
                                                2009
                                              
                                              
                                              Year ended
                                                March 31,
                                                2008
                                              
                                              
                                              Year ended
                                                March 31,
                                                2007CASH PROVIDED BY (USED
      IN):OPERATING
      ACTIVITIESNet loss for the
      year
                                              
                                              $
                                              (999,142
                                              )
                                              
                                              $
                                              (151,083
                                              )
                                              
                                              $
                                              (216,222
                                              )Adjust for items not involving
      cash:Gain on debt
      settlement
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (51,500
                                              )Write-down of accounts
      payable
                                              
                                              
                                              (27,430
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Foreign exchange gain on note
      receivable
                                              
                                              
                                              (103,031
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Write-down of mineral
      properties
                                              
                                              
                                              33,500
                                              
                                              
                                              
                                              1
                                              
                                              
                                              
                                              71,314Accrued interest on note
      receivable
                                              
                                              
                                              (16,720
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Write-down of note
      receivable
                                              
                                              
                                              522,350
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Write-off of other
      assets
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              1Non-cash management fees and
      expenses
                                              
                                              
                                              -
                                              
                                              
                                              
                                              19,041
                                              
                                              
                                              
                                              46,239(590,473
                                              )
                                              
                                              
                                              (132,041
                                              )
                                              
                                              
                                              (150,168
                                              )Changes in non-cash working
      capital items:Accounts payable and accrued
      liabilities
                                              
                                              
                                              (11,758
                                              )
                                              
                                              
                                              (3,867
                                              )
                                              
                                              
                                              81,491Prepaid
      expenses
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              2,400Due to related
      party
                                              
                                              
                                              (7,516
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (5,893
                                              )CASH USED IN OPERATING
      ACTIVITIES
                                              
                                              
                                              (609,747
                                              )
                                              
                                              
                                              (135,908
                                              )
                                              
                                              
                                              (72,170
                                              )INVESTING
      ACTIVITIESPromissory note
      receivable
                                              
                                              
                                              (402,600
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Pre-acquisition and financing
      costs
                                              
                                              
                                              (37,164
                                              )Acquisition of mineral
      property
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (2,500
                                              )Deferred exploration
      costs
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (11,711
                                              )CASH USED IN INVESTING
      ACTIVITIES
                                              
                                              
                                              (439,764
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (14,211
                                              )FINANCING
      ACTIVITIESPrivate placement subscriptions
      cancelled
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (27,500
                                              )Shares issued for
      cash
                                              
                                              
                                              400,000
                                              
                                              
                                              
                                              624,030
                                              
                                              
                                              
                                              -Loan
payable
                                              
                                              
                                              80,000
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Private placement subscriptions
      received
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              210,100CASH PROVIDED BY FINANCING
      ACTIVITIES
                                              
                                              
                                              480,000
                                              
                                              
                                              
                                              624,030
                                              
                                              
                                              
                                              182,600INCREASE IN CASH AND CASH
      EQUIVALENTS
                                              
                                              
                                              (569,511
                                              )
                                              
                                              
                                              488,122
                                              
                                              
                                              
                                              96,219CASH AND CASH EQUIVALENTS,
      BEGINNING
                                              
                                              
                                              664,333
                                              
                                              
                                              
                                              176,211
                                              
                                              
                                              
                                              79,992CASH AND CASH EQUIVALENTS,
      ENDING
                                              
                                              $
                                              94,822
                                              
                                              
                                              $
                                              664,333
                                              
                                              
                                              $
                                              176,211CASH AND CASH EQUIVALENTS CONSISTS
      OF:Cash
                                              
                                              $
                                              94,822
                                              
                                              
                                              $
                                              117,190
                                              
                                              
                                              $
                                              176,211Guaranteed Investment
      Certificates
                                              
                                              
                                              -
                                              
                                              
                                              
                                              547,143
                                              
                                              
                                              
                                              -$
                                              94,822
                                              
                                              
                                              $
                                              664,333
                                              
                                              
                                              $
                                              176,211




SUPPLEMENTARY
CASH FLOW INFORMATION:  (Note 8)






The
accompanying notes are an integral part of these financial
statements


F-27





EDGE
RESOURCES INC.


(Formerly
Guildhall Minerals Ltd.)


(An
Exploration Stage Company)


STATEMENT OF SHAREHOLDERS’
EQUITY


(Expressed
In Canadian Dollars)




Common
                                      Shares
                                    
                                    
                                    Value
                                    
                                    
                                    Contributed
                                      Surplus
                                    
                                    
                                    Accumulated
                                      Deficit
                                    
                                    
                                    TotalBalance, March 31,
      2006
                                    
                                    
                                    3,662,412
                                    
                                    
                                    
                                    9,021,948
                                    
                                    
                                    
                                    60,000
                                    
                                    
                                    
                                    (9,679,330
                                    )
                                    
                                    
                                    (597,382
                                    )Shares issued under debt
      settlement arrangements:at $0.10 per
      share
                                    
                                    
                                    4,489,400
                                    
                                    
                                    
                                    448,940
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    448,940at $0.40 per
      share
                                    
                                    
                                    80,000
                                    
                                    
                                    
                                    32,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    32,000Non-brokered private
      placement:Shares issued for cash at $0.10
      per share
                                    
                                    
                                    1,830,000
                                    
                                    
                                    
                                    183,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    183,000Shares issued for cash at $0.10
      per share
                                    
                                    
                                    2,001,000
                                    
                                    
                                    
                                    200,100
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    200,100Shares issued for mineral claims
      at $0.30 per share
                                    
                                    
                                    100,000
                                    
                                    
                                    
                                    30,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    30,000Net loss
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (216,222
                                    )
                                    
                                    
                                    (216,222
                                    )Balance, March 31,
      2007
                                    
                                    
                                    12,162,812
                                    
                                    
                                    
                                    9,915,988
                                    
                                    
                                    
                                    60,000
                                    
                                    
                                    
                                    (9,895,552
                                    )
                                    
                                    
                                    80,436Shares issued under debt
      settlement arrangementsat
      $0.21 per share
                                    
                                    
                                    320,000
                                    
                                    
                                    
                                    67,200
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    67,200Warrants
      exercisedShares
      issued for cash at $0.15 per share
                                    
                                    
                                    4,160,200
                                    
                                    
                                    
                                    624,030
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    624,030Net loss
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (151,083
                                    )
                                    
                                    
                                    (151,083
                                    )Balance, March 31,
      2008
                                    
                                    
                                    16,643,012
                                    
                                    
                                    
                                    10,607,218
                                    
                                    
                                    
                                    60,000
                                    
                                    
                                    
                                    (10,046,635
                                    )
                                    
                                    
                                    620,583Shares issued for cash at $0.05
      per share
                                    
                                    
                                    8,000,000
                                    
                                    
                                    
                                    400,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    400,000Net loss
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (999,142
                                    )
                                    
                                    
                                    (999,142
                                    )Balance, March 31,
      2009
                                    
                                    
                                    24,643,012
                                    
                                    
                                    $
                                    11,007,218
                                    
                                    
                                    $
                                    60,000
                                    
                                    
                                    $
                                    (11,045,777
                                    )
                                    
                                    $
                                    21,441






The
accompanying notes are an integral part of these financial
statements


F-28


EDGE
RESOURCES INC.


(Formerly
Guildhall Minerals Ltd.)


(An
Exploration Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS




MARCH
31, 2009


(Expressed
In Canadian Dollars)




NOTE
1.             NATURE
OF OPERATIONS





Edge
Resources Inc. (formerly Guildhall Minerals Ltd.) was incorporated under the
Company Act of the Province of British Columbia on September 13, 1968 and was
continued under the Business
Corporations Act (Alberta) and changed its name to Edge Resources Inc.
subsequent to June 30, 2009 (Note 12).  The shares of the Company were
reinstated for trading on the NEX board of the TSX Venture Exchange and were
graduated to the TSX Venture Tier 2 on May 27, 2009 trading under the symbol
“EDE”.





The
Company, since mid-2005 had taken steps to become an exploration stage company
engaged principally in the acquisition, exploration and development of mineral
claims.  Subsequent to March 31, 2009, the Company completed the
acquisition of oil and gas interests in Alberta, Canada.  With this
transaction, the Company has changed its business to oil and gas exploration,
development and production. See Note 12.





These financial statements have been
prepared on the basis of a going concern, which contemplates the realization of
assets and discharge of liabilities in the normal course of
business.  The Company continues to incur losses and at March 31, 2009
had an accumulated deficit of $11,045,777.  The ability of the Company
to continue operations as a going concern is dependent upon raising additional
working capital, settling its outstanding debts and generating profitable
operations.  Should the going concern assumption not continue to be
appropriate, further adjustments to carrying values of assets and liabilities
may be required.  The global financial collapse of 2008 and the
ensuing recession has severely restricted the ability of junior exploration
companies to raise equity financing which casts significant doubt on the
Company’s ability to continue its exploration activities.  There can
be no assurance that capital will be available as necessary to meet these
continuing exploration and development costs or, if the capital is available,
that it will be on terms acceptable to the Company.  The issuances of
additional stock by the Company may result in a significant dilution in the
equity interests of its current stockholders.  Obtaining commercial
loans, assuming those loans would be available, will increase the Company's
liabilities and future cash commitments. If the Company is unable to obtain
financing in the amounts and on terms deemed acceptable, its business and future
success may be adversely affected.




NOTE
2.             BASIS
OF PRESENTATION AND ACCOUNTING POLICIES





Basis
of Presentation


These
financial statements have been prepared in accordance with Canadian generally
accepted principals (“GAAP”) applicable in Canada and are presented in Canadian
dollars. These financial statements also conform in all material respects to
United States GAAP except as disclosed in Note 13.





Use
of Estimates


The
preparation of financial statements in conformity with Canadian generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period.  Actual results could differ from these
estimates.  Significant areas requiring the use of management
estimates relate to the determination of impairment of mineral property
interests and the determination of fair value for stock based
transactions.  Where estimates have been used financial results as
determined by actual events could differ from those estimates.





Cash
and Cash Equivalents


Cash and
cash equivalents include cash on deposit and highly liquid short-term interest
bearing guaranteed investment certificates that are readily convertible to known
amounts of cash and have original maturities of three months or
less.  At March 31, 2009 the Company did not hold any cash
equivalents.





Future
Income Taxes


Future income taxes are recorded using
the asset and liability method whereby future income tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of assets and liabilities and
their respective tax bases.  Future income tax assets and liabilities
are measured using enacted or substantively enacted tax rates expected to apply
when the asset is realized or the liability settled. The effect on future income
tax assets and liabilities of a change in tax rates is recognized in income in
the period that substantive enactment or enactment occurs.  To the
extent the Company does not consider it to be more likely than not that a future
tax asset will be recovered; it provides a valuation allowance against the
excess.




F-29


EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)




NOTE                
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (continued)




Mineral
Properties




The
Company is in the exploration and development stages and defers all expenditures
related to its mineral properties until such time as the property is put into
commercial production, sold, abandoned or management has determined it to be
impaired.  Under this method, the amounts reported represent costs
incurred to date less amounts amortized and/or written off, and do not
necessarily represent present or future values.





If the
property is put into commercial production, the expenditures will be depleted
based upon the proven reserves available.  If the property is sold,
abandoned or impaired, then the expenditure will be charged to
operations.  The Company does not accrue the estimated future costs of
maintaining in good standing its mineral properties.





In the
event that reserves are determined, the carrying values of a mineral property
interest, on a property-by-property basis, will be reviewed by management at
least annually to determine if they have become impaired.  If
impairment is deemed to exist, then the mineral property will be written down to
its net recoverable value.  The ultimate recoverability of the amounts
capitalized is dependent upon the identification of economically recoverable ore
reserves, the Company’s ability to obtain the necessary financing to complete
their development and to realize profitable production and proceeds from the
disposition thereof.





Oil
and Gas Properties


The
Company follows the full cost method of accounting for its oil and gas
operations whereby all costs related to the acquisition of, exploration for and
development of petroleum and natural gas interests are
capitalized.  Such costs include land and lease acquisition costs,
annual carrying charges of non-producing properties, geological and geophysical
costs, interest costs, costs of drilling and equipping productive and
non-productive wells, and direct exploration consulting fees. Proceeds from the
disposal of oil and gas interests are recorded as a reduction of the related
expenditures without recognition of a gain or loss unless the disposal would
result in a change of 20 percent or more in the depletion rate.





Depletion
and depreciation of the capitalized costs will be computed using the
unit-of-production method based on the estimated proven reserves of oil and gas
determined by independent consultants.  Costs of significant unproved
properties, net of impairment, and estimated salvage values are excluded from
the depletion and depreciation calculation.





Estimated
future removal and site restoration costs are provided over the life of proven
reserves on a unit-of-production basis. Costs, which include the cost of
production, equipment removal and environmental clean-up, are estimated each
period by management based on current regulations, costs, technologies and
industry standards.   The charge is included in the provision for
depletion and depreciation and the actual restoration expenditures are charged
to the accumulated provision accounts as incurred.





The
Company evaluates its oil and gas assets on an annual basis using a ceiling test
to determine that the costs are recoverable and do not exceed the fair value of
the properties.  The costs are assessed to be recoverable if the sum
of the undiscounted cash flows expected from the production of proved reserves
less unproved properties exceed the carrying value of the oil and gas
assets.  If the carrying value of the oil and gas assets is not
assessed to be recoverable, an impairment loss is recognized to the extent that
the carrying value exceeds the sum of the discounted cash flows expected form
the production of proved and probable reserves less unproved
properties.  The cash flows are estimated using the future product
prices and costs and are discounted using a risk-free rate.





Foreign
Currency Translation


Foreign
denominated monetary assets and liabilities are translated to their Canadian
dollar equivalents using foreign exchange rates which prevailed at the balance
sheet date.  Non-monetary items are translated at historical exchange
rates, except for items carried at market value, which are translated at the
rate of exchange in effect at the balance sheet date.  Revenue and
expenses are translated at average rates of exchange during the
period.  Exchange gains or losses arising on foreign currency
translation are included in the determination of operating results for the
period.




F-30




EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)






NOTE
2. BASIS
OF PRESENTATION AND ACCOUNTING POLICIES (continued)




Loss
per Share


The
Company uses the treasury stock method to compute the dilutive effect of
options, warrants and similar instruments.  Under this method the
dilutive effect on loss per common share is recognized from the use of the
proceeds that could be obtained upon exercise of options, warrants and similar
instruments.  It assumes that the proceeds would be used to purchase
common shares at the average market price during the period.





Basic
loss per share figures have been calculated using the weighted average number of
shares outstanding during the respective periods.  Diluted loss per
share figures are equal to those of basic loss per share for each year since the
effects of the share purchase warrants and stock options have been excluded as
they are anti-dilutive.





Stock-Based
Compensation




The
Company recognizes compensation expense for stock options using the fair value
based method in accordance with the Canadian Institute of Chartered Accountants
(“CICA”) Handbook section 3870 “Stock-Based Compensation and Other Stock-Based
Payments”. Under this method, the fair value of options granted is estimated at
the date of grant using the Black-Scholes option pricing model incorporating
assumptions regarding risk-free interest rates, dividend yield, volatility
factor of the expected market price of the Company’s stock, and a weighted
average expected life of the options. The estimated fair value of the options is
determined at the date of grant and recorded over the options’ vesting
period.  Any consideration paid on amounts attributable to stock
options is credited to share capital upon exercise together with amounts
previously allocated to contributed surplus arising from the initial value
recorded.




Asset
Retirement Obligations


The
Company recognizes liabilities for statutory, contractual or legal obligations
associated with the retirement of tangible long-lived assets, including rights
to explore or exploit natural resources, when those obligations result from the
acquisition, construction, development or normal operation of the assets.
Initially, a liability for an asset retirement obligation is recognized at its
fair value in the period in which it is incurred. Upon initial recognition of
the liability, the corresponding asset retirement cost is added to the carrying
amount of the related asset and the cost is amortized as an expense over the
economic life of the asset using either the unit-of-production method or the
straight-line method, as appropriate. Following the initial recognition of the
asset retirement obligation, the carrying amount of the liability is increased
for the passage of time and adjusted for changes to the amount or timing of the
underlying cash flows needed to settle the obligation.





Impairment
of Long-Lived Assets


Long-lived
assets are tested for recoverability when events or changes in circumstances
indicate their carrying value may not be recoverable.  A long-lived
asset is potentially not recoverable when its carrying value is greater than the
sum of its undiscounted cash flows expected to result from its use and eventual
disposition.  The impairment loss, if any, is measured as the amount
by which the long-lived asset’s carrying amount exceeds its fair
value.





Comprehensive
Income (Loss)





CICA
Handbook Section 1530 establishes standards for reporting and presenting
comprehensive income (loss), which is defined as the change in equity from
transactions and other events from non owner sources.  Other
comprehensive income (loss) refers to items recognized in comprehensive income
(loss) that are excluded from net income (loss) calculated in accordance with
generally accepted accounting principles.  The Company’s comprehensive
income (loss) is equal to its net loss for the year.




F-31




EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)





NOTE
2              BASIS
OF PRESENTATION AND ACCOUNTING POLICIES (continued)





Financial
Instruments


Handbook
Sections 3862 and 3863 replace Handbook Section 3861, Financial Instruments –
Disclosure and Presentation, revising and enhancing its disclosure requirements,
and carrying forward unchanged its presentation requirements. These sections
place increased emphasis on disclosures about the nature and extent of risks
arising from financial instruments and how the entity manages those risks. The
Company has included disclosures recommended by the new Handbook sections in
Note 10 to these financial statements.




The
Company’s financial instruments consist of cash and cash equivalents, promissory
note receivable, accounts payable and accrued liabilities, loan payable and
amounts due to related parties.  The fair value of the Company’s
arms-length short term financial instruments is estimated by management to
approximate their carrying values due to their immediate or short-term
maturity.  The fair value of advances due to related parties has not
been determined as comparable arms-length interest, security and risk
information is not determinable.




On
adopting these standards, the Company designated its cash and cash equivalents
as held-for-trading, which are measured at fair value.  Promissory
note receivable is classified under loans and receivables, which are measured at
amortized cost.  Accounts payable and accrued liabilities, loan
payable and due to related parties are classified as other financial
liabilities, which are measured at amortized cost.





Recently
Adopted Accounting Policies





Accounting
Changes


Effective
April 1, 2007, the Company adopted CICA Handbook Section 1506, “Accounting
Changes.”.  This new standard establishes criteria for changing
accounting policies, together with the accounting treatment and disclosure of
changes in accounting policies, changes in accounting estimates and the
correction of errors.   The disclosure is to include, on an
interim and annual basis, a description and the impact on the Company on any new
primary source of generally accepted accounting principals (“GAAP”) that has
been issued but is not yet effective.  Adoption of these standards did
not affect the Company’s financial result.





Capital
Disclosures


The new
standard, CICA Handbook Section 1535, Capital Disclosures, is effective for
annual and interim periods beginning on or after October 1, 2007 and requires
disclosure of the Company’s objectives, policies and processes for managing
capital; quantitative data about what the Company regards as capital; whether
the Company has complies with any capital requirements; and, if the Company has
not complied, the consequences of such non-compliance.  The new
accounting standard covers disclosure only and has had no effect on the
financial results of the Company.  See Note 11.





Credit
Risk and the Fair Value of Financial Assets and Financial
Liabilities


In
January 2009, the CICA approved Emerging Issues Committee (“EIC”) 173; Credit
Risk and the Fair Value of Financial Assets and Liabilities.  This guidance
clarified that an entity’s own credit risk and the credit risk of the
counterparty should be taken into account in determining the fair value of
financial assets and financial liabilities including derivative
instruments.  This guidance is applicable to fiscal periods ending on or
after January 12, 2009. Management does not expect that this will have a
significant impact on the Company’s financial
statements.





General
Standards of Financial Statement Presentation


CICA
Section 1400 includes requirements for management to assess and disclose an
entity’s ability to continue as a going concern.  This section applies
to interim and annual financial statements relating to fiscal years beginning on
or after January 1, 2008. The Company has provided the additional disclosure
required in Note 1.




F-32




EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)




NOTE
2              BASIS
OF PRESENTATION AND ACCOUNTING POLICIES (continued)





New
Accounting Standards Not Yet Adopted





International
Financial Reporting Standards


In 2006,
Canada’s Accounting Standards Board (“AcSB”) ratified a strategic plan that will
result in the convergence of Canadian GAAP, as used by public companies, with
International Financial Reporting Standards (“IFRS”) over a transitional period.
The AcSB has developed and published a detailed implementation plan, with a
changeover date for fiscal years beginning on or after January 1, 2011. The
impact of the transition to IFRS on the Company’s financial statements has yet
to be determined.





During
2009 and 2010, the Company will assess its requirements and first time adoption
methodologies, including its internal training and resource
needs.  The Company expects that by the second calendar quarter of
2010 management will have assessed conversion and first time adoption
implications.  During 2010 additional disclosures and analysis of
impacts will be provided leading up to adoption in the first quarter of
2011.





Goodwill
and Intangible Assets


As of
April 1, 2009, the Company will be required to adopt the CICA Handbook Section
3064, “Goodwill and Intangible Assets”, which will replace the existing Goodwill
and Intangible Assets standard.  The new standard revises the
requirements for the recognition, measurement, presentation and disclosure of
intangible assets.  The adoption of this standard is not expected to
have a material impact on the Company’s financial statements.





Business
Combination, Non-Controlling Interest, and Consolidation


In
January 2009, the CICA issued Handbook Sections 1582, Business Combination
(“Section 1582”), 1601, Consolidated Financial Statements. (“Section 1601”) and
1602, Non-controlling Interests, (“Section 1602”) which replaces CICA Handbook
Sections 1581, Business Combinations, and 1600, Consolidated Financial
Statements.  Section 1582 establishes standards for the accounting for
business combinations that is equivalent to the business combination accounting
standard under IFRS.  Section 1582 is applicable for the Company’s
business combinations and acquisition dates on or after January 1,
2011.  Early adoption of this section is permitted.  Section
1601 is applicable for the Company’s interim and annual financial statements for
its fiscal year beginning January 1, 2011.  Early adoption of this
section is permitted.  If the Company chooses to adopt any one of
these sections, the other sections must also be adopted at the same
time.  The adoption of this standard is not expected to have a
material impact on the Company’s financial statements.




NOTE
3.             MINERAL
PROPERTIES





As of
March 31, 2009, accumulated costs with respect to the Company’s interest in
mineral properties owned, leased or under option, consisted of the
following:





Bridge
                      Claims
                    
                    
                    Stellar
                      Property
                    
                    
                    Total$
                    
                    
                    $
                    
                    
                    $Balance,
      March 31, 2007
                    
                    
                    32,500
                    
                    
                    
                    1
                    
                    
                    
                    32,501Acquisition
      costs – option extension
                    
                    
                    1,000
                    
                    
                    
                    
                    
                    
                    
                    1,000Mineral
      claims written off
                    
                    
                    -
                    
                    
                    
                    (1
                    )
                    
                    
                    (1
                    )Balance,
      March 31, 2008
                    
                    
                    33,500
                    
                    
                    
                    -
                    
                    
                    
                    33,500Mineral
      claims written off
                    
                    
                    (33,500
                    )
                    
                    
                    
                    
                    
                    
                    (33,500
                    )Balance,
      March 31, 2009
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -





Stellar
Property, New Westminster Mining Division, British .Columbia





On March
8, 2005, the Company entered into an option agreement, subsequently amended
September 6, 2005, November 9, 2005 and June 26, 2006 with a third party to
acquire 28 contiguous mineral claims north east of Harrison Lake in the Province
of British Columbia.




F-33




EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)




NOTE
3.             MINERAL
PROPERTIES (continued)





At March
31, 2007, the Company was in default of the terms of the Option
Agreement.  A request was made to the optionor to negotiate revisions
to the terms of the Option Agreement.  No response was ever received
and on July 17, 2007 the Company gave written notice of termination as provided
by the agreement.  During the year ended March 31, 2008, the Company
wrote off the property to $nil resulting in an overall loss of
$71,315.  Also, the Company recovered British Columbia Mineral Tax
credits in the amount of $13,575 during the 2008 and 2009 fiscal years for
exploration previously carried out on the property which has been recorded in
income as the carrying value has been fully written off.





Bridge
Claims, Lillooet Mining Division, British Columbia





On
February 20, 2007, as amended on March 20, 2008 for consideration of $1,000, the
Company entered into an option agreement with a third party to acquire the
Bridge mineral claims located south of Carpenter Lake and west of Gold Bridge in
British Columbia.   At March 31, 2009 the Company decided not to
pursue further interest in the claims and have allowed the option to
lapse.  The Company has written off the property to $nil resulting in
a loss of $33,500.




NOTE
4.             PROMISSORY
NOTE RECEIVABLE





Pursuant
to a loan agreement dated July 16, 2008, the Company loaned $504,520
(US$400,000) by way of a promissory note to British American Natural Gas
Corporation.  This loan was in conjunction with a proposed acquisition
(refer to Note 5).  The loan, together with interest at a rate of 5%
per annum, is due on July 16, 2010.





The
amount recorded by the Company including principal and accrued interest to March
31, 2009 is $522,350 (US$414,137).   Management has determined
that collectability of these amounts is uncertain and therefore has written down
the note receivable and accrued interest to $1.




NOTE
5.             DEFERRED
ACQUISITION AND FINANCING COSTS





In May
2008, the Company entered into two Letters of Intents to acquire oil and gas
interests in Alberta from First West Petroleum Inc. and in Mozambique from
British North American Natural Gas Corporation and to secure required
financing.  Acquisition and financing costs related to the
transactions incurred during the year were capitalized as deferred acquisition
and financing costs until completion of the acquisition process.





Due to
the difficult credit market conditions, all parties mutually agreed on December
23, 2008 to terminate all negotiations with respect to the outstanding shares of
First West Petroleum Inc. and British American Natural Gas
Corporation.  All the deferred costs pertaining to this project were
written off to $nil resulting in a loss of $268,279.





On March
19, 2009, the Company entered into an assignment agreement with Quarry Bay
Capital LLC and paid an assignment fee of $25,000 for the right to enter into a
definitive agreement to acquire certain petroleum and natural gas assets,
tangibles and miscellaneous interests in Alberta from Poplar Point Energy,
Inc.  In addition, subsequent to March 31, 2009 a finder’s fee of
$107,500 was paid to Corporate House Equity Inc., an arm’s-length
party.  On April 15, 2009, the Company entered into formal
negotiations with Poplar Point Energy, Inc. to acquire those petroleum and
natural gas assets, tangibles and miscellaneous interests in
Alberta.  Preliminary acquisition related costs of $37,164 incurred as
at March 31, 2009 have been capitalized as deferred acquisition costs until
completion of the acquisition process.  (See Note 12).




F-34
 
  EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)





NOTE
6.             RELATED
PARTY TRANSACTIONS





During
the year ended March 31, 2009 the Company incurred:





f)
            $22,500
      for management fees to the past President and CEO (2008 - $30,000; 2007 -
      $30,000).  At March 31, 2009, $nil (2008 - $7,516) is owing to
      this past President and CEO at that time for fees and expenses incurred on
      behalf of the Company.  The outstanding amounts are unsecured,
      non-interest bearing and without specific repayment
      terms.  During November 2007, 130,000 shares at a price of $0.21
      per share were issued in settlement of $27,300 of debt due this past
      President and CEO.   During December 2006, 2,281,800 shares
      at a price of $0.10 per share were issued in settlement of $228,180 of
      debt due this person.


g)
            Legal
      fees and disbursements of $20,854 (2008 - $28,816; 2007 - $60,016) to a
      law firm of which a former director and officer is a
      principal.  As at March 31, 2009, $nil (2008 - $7,548) is owing
      to this firm and is included in accounts payable.  During
      November 2007 120,000 shares at a price of $0.21 per share were issued in
      settlement of $25,200 of debt due to the law firm.  During
      December 2006, 1,381,500 shares at a price of $0.10 per share were issued
      in settlement of $138,150 of debt due to the law
  firm.


h)
            $21,500
      (2008 - $nil; 2007 - $nil) aggregate for director fees to a former
      director and two current directors;


i)
            $45,000
      (2008 - $nil; 2007 - $5,000) for consulting fees to a company controlled
      by a director.  As at March 31, 2009, $5,250 (2008 - $nil) is
      owing to this company and is included in accounts
  payable;


j)
            $39,000
      (2008 – $36,000; 2007 - $5,000) for administrative and accounting services
      to a company controlled by a director and officer.  As at March
      31, 2009, $nil (2008 – $3,150) is owing to this company and is included in
      accounts payable.  During November 2007, 70,000 shares at a
      price of $0.21 per share were issued in settlement of $14,700 of debt due
      to this company,




Transactions
with related parties are in the normal course of operations and have been
recorded at the exchange amount which is the consideration agreed to between the
related parties.





NOTE
7.             SHARE
CAPITAL





a)  Capital
Stock





By
special resolution passed on September 1, 2005, the authorized share capital of
the Company was changed from 100,000,000 common shares without par value to
unlimited common shares without par value.





On
November 17, 2006, the Company consolidated its share capital on a one for five
basis, reducing outstanding number of common shares to 3,662,412.  All
references to the issuance, granting, and exercising of common stock, stock
options and warrants and loss per share amounts in these financial statements
have been adjusted to reflect the retro-active effect of the five for one share
consolidation.





On
December 12, 2006, the Company issued 4,489,400 units at a price of $0.10 per
unit to settle outstanding debts aggregating $448,940.  Each unit
consisted of one common share of the Company and one-half
warrant.   One full warrant entitled the holder to subscribe for
one additional share at a price of $0.15 until December 12, 2007.  As
at December 12, 2007, 2,244,700 warrants were exercised for total proceeds of
$336,705.





On
December 13, 2006, the Company issued 80,000 common shares pursuant to a debt
settlement agreement dated February 5, 2004 to a third party.





The
Company completed a 3,831,000 unit non-brokered private placement in two
tranches.  On December 19, 2006, 1,830,000 units, at a price of $0.10
per unit, were issued for proceeds of $183,000.  Each unit consisted
of one common share of the Company and one-half warrant.  One full
warrant entitled the holder to subscribe for one additional common share at a
price of $0.15 until December 12, 2007.  On January 10, 2007,
2,001,000 units, at a price of $0.10 per unit, were issued for proceeds of
$200,100 under the same terms and conditions.  One full warrant
entitled the holder to subscribe for one additional common share at a price of
$0.15 until January 10, 2008.  As at December 12, 2007 and January 10,
2008, 915,000 warrants and 1,000,500 warrants were exercised respectively for
aggregate proceeds of $287,325.




F-35




EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)




NOTE
7.             SHARE
CAPITAL (continued)





The grant
date fair value of the warrants granted in connection with above issuances was
estimated to be $nil, have been included in share capital on a net basis and
accordingly have not been recorded as a separate component of shareholders’
equity.





During
March 2007, the Company issued 100,000 common shares at a price of $0.30 per
share pursuant to the option agreement entered into on February 20, 2007 with a
third party to acquire the Bridge mineral claims.





During
November 2007, the Company issued 320,000 common shares at a price of $0.21 per
share pursuant to debt settlement agreements with its three officers to settle
amounts owing to them or their firms in the aggregate of $67,200 for services
rendered (See Note 6).





On
January 16, 2009, 8,000,000 shares at a price of $0.05 per share were issued by
way of a non-brokered private placement for proceeds of $400,000.





b)  Stock
Options





On
September 1, 2005, the Company adopted a formal stock option plan which provides
for the granting of incentive stock options up to a maximum of 10% of the
Company’s issued and outstanding common shares.  As at March 31, 2009,
no options have been issued under this plan.





c)   Warrants





As at
March 31, 2009, the Company had no outstanding share purchase warrants (2008 –
nil).  The weighted average remaining life of all outstanding share
purchase warrants was nil years (2008 –nil) at March 31, 2009.





A summary
of the Company’s warrants as of March 31, 2009, and 2008, and changes during the
year are as follows:





2009
                    
                    
                    2008Shares
                    
                    
                    Weighted
                      Average
                      Exercise
      Price
                    
                    
                    Shares
                    
                    
                    Weighted
                      Average
                      Exercise
                      Price$
                    
                    
                    
                    
                    
                    $Outstanding,
      beginning of year
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Issued
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    4,160,200
                    
                    
                    
                    0.15Exercised
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (4,160,200
                    )
                    
                    
                    0.15Outstanding,
      end of year
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -




NOTE
8.             SUPPLEMENTAL
CASH FLOW INFORMATION




2009
                  
                  
                  2008
                  
                  
                  2007$
                  
                  
                  $
                  
                  
                  $a)
      Non-cash financing and investing activitiesFinancing
      activitiesShares issued for debt
      settlement arrangements (Notes 6 and 7)
                  
                  
                  -
                  
                  
                  
                  67,200
                  
                  
                  
                  480,940Investing
      Activities:Shares issued for mineral
      properties (Note 7)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  30,000Accrued mineral property option
      payment
                  
                  
                  -
                  
                  
                  
                  1,000
                  
                  
                  
                  -b)
      OtherCash paid for interest during
      the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Cash paid for income taxes
      during the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -




F-36




EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)


NOTE
9.             FUTURE
INCOME TAXES





The
actual income tax provisions differ from the expected amounts calculated by
applying the Canadian combined federal and provincial corporate income tax rates
to the Company’s loss before income taxes.  The components of these
differences are as follows:





2009
                    
                    
                    2008
                    
                    
                    2007$
                    
                    
                    $
                    
                    
                    $Loss
      before income taxes
                    
                    
                    (999,142
                    )
                    
                    
                    (151,083
                    )
                    
                    
                    (216,222
                    )Corporate
      tax rate
                    
                    
                    31.0
                    %
                    
                    
                    34.1
                    %
                    
                    
                    34.1
                    %Expected
      tax expense (recovery)
                    
                    
                    (309,734
                    )
                    
                    
                    (50,764
                    )
                    
                    
                    (73,732
                    )Increase
      (decrease) resulting from:Non-deductible
      items
                    
                    
                    310
                    
                    
                    
                    -
                    
                    
                    
                    (604
                    )Expiring losses and other
      differences
                    
                    
                    121,740
                    
                    
                    
                    -
                    
                    
                    
                    17,562Impact of tax rate
      changes
                    
                    
                    272,064
                    
                    
                    
                    (3,501
                    )
                    
                    
                    -Change in valuation
      allowance
                    
                    
                    (84,380
                    )
                    
                    
                    54,265
                    
                    
                    
                    56,774Income
      tax expense
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -





The
significant tax-effected components of the Company’s future income tax assets
are as follows:





2009
                  
                  
                  2008
                  
                  
                  2007$
                  
                  
                  $
                  
                  
                  $Non-capital
      losses
                  
                  
                  555,165
                  
                  
                  
                  912,462
                  
                  
                  
                  838,517Mineral
      properties
                  
                  
                  703,789
                  
                  
                  
                  675,236
                  
                  
                  
                  927,098Other
      reserves
                  
                  
                  109,020
                  
                  
                  
                  -
                  
                  
                  
                  -Potential
      future income tax assets
                  
                  
                  1,367,974
                  
                  
                  
                  1,587,698
                  
                  
                  
                  1,765,615Less:
      valuation allowance
                  
                  
                  (1,367,974
                  )
                  
                  
                  (1,587,968
                  )
                  
                  
                  (1,765,615
                  )Net
      future income tax asset
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -





At March
31, 2009, the Company has non-capital losses of approximately $2,135,250 which
may be applied to reduce taxable income of future years.  The
non-capital losses expire as follows:




Year
                    
                    $2010
                    
                    
                    347,6772014
                    
                    
                    141,2142015
                    
                    
                    88,8802026
                    
                    
                    125,0552027
                    
                    
                    723,7052028
                    
                    
                    160,9252029
                    
                    
                    547,7942,135,250





In
addition, there are resource-related expenditures of approximately $2,707,000
(2008: $2,709,000) which may be used to offset future taxable income
indefinitely, subject to annual rates prescribed by the Canadian Income Tax
Act.





Due to
the uncertainty of realization of these loss carry forwards and resource pools,
the benefits of all these deductions have not been reflected in the financial
statements as the Company has provided a full valuation allowance for the future
tax assets resulting from these loss carry forwards and resource
pools.





F-37




EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)




NOTE
10.          FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT





Environmental
Risk


As at
March 31, 2009, the Company is engaged primarily in mineral exploration and
manages related industry risk issues directly.  The Company may be at
risk for environmental issues and fluctuations in commodity
pricing.  Management is not aware of and does not anticipate any
significant environmental remediation costs or liabilities in respect of its
current operations; however it is not possible to be certain that all aspects of
environmental issues affecting the Company, if any, have been fully determined
or resolved.





Financial
Instrument Risk


The
Company has exposure to the following risks from its use of financial
instruments:


·
            Credit
      risk


·
            Liquidity
      risk


·
            Market
      risk





Credit
risks


Credit
risk is the risk that one party to a financial instrument will fail to discharge
an obligation and cause the other party to incur a financial loss. The Company’s
primary exposure to credit risk is on its bank accounts. The bank accounts are
mainly held with a major Canadian bank. As the Company’s cash is mainly held by
one Canadian bank, there is a concentration of credit risk with this bank. This
risk is managed by using a major bank that is a high credit quality financial
institution as determined by rating agencies.





Liquidity
risk


Liquidity
risk arises through the excess of financial obligations over available financial
assets due at any point in time. The Company ensures that there is sufficient
capital in order to meet short-term operating requirements, after taking into
account the Company’s holdings of cash and cash equivalents.  The
Company’s cash and cash equivalents are invested in business bank accounts and
short term interest bearing instruments and are available on
demand.





Market
risk


The
Company is subject to normal risks including fluctuations in the US dollar
exchange rates and interest rate.  While the Company manages its
operations in order to minimize exposure to these risks, the Company has not
entered into any derivatives or contracts to hedge or otherwise mitigate this
exposure.





As at
March 31, 2009, the Company was not exposed to interest rate risk.





The
Company is exposed to currency fluctuations to the US dollar on the note
receivable to British American Natural Gas Corporation which was contracted in
US dollars.  The Company is also exposed to the impact of the US
dollar fluctuation on its monetary assets and liabilities.  The
Company does not actively manage this exposure.




NOTE
11.          CAPITAL
MANAGEMENT





The
Company considers its cash and common shares as capital.  The
Company’s objective when managing capital is to safeguard the Company’s ability
to continue as a going concern in order to pursue the development of its
properties and to maintain a flexible capital structure which optimizes the cost
of capital at an acceptable risk level.





The
Company manages the capital structure and makes adjustments to it in light of
changes in economic conditions and the risk characteristics of the underlying
assets.  To maintain or adjust the capital structure, the Company may
attempt to issue new shares or acquire or dispose of assets.  In order
to maximize ongoing development efforts, the Company does not pay out
dividends.





There
were no changes in the Company’s approach to capital management during the year
ended March 31, 2009.  The Company is not subject to externally
imposed capital requirements.




F-38




EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)


NOTE
12.          SUBSEQUENT
EVENTS





On
April 15, 2009, the Company entered in to a purchase and sale agreement with
Poplar Point Energy, Inc. to acquire certain petroleum and natural gas assets
located in the Willesden Green North property in Alberta.  The total
consideration payable by the Company to the vendor is $1,500,000
cash.  In addition, the Company agreed to pay Quarry Bay Capital LLC
an assignment fee of $25,000 for the right to enter into a definitive agreement,
and a finder’s fee of $107,500 to Corporate House Equity Inc., an arm’s-length
party.  The Company’s interest in the oil and gas assets will consist
of 50% in two sections and 100% in five sections, all of which contains drilled,
cased and in some cases, completed gas wells.





On May
28, 2009, the TSX Venture Exchange accepted for filing a Filing Statement dated
April 30, 2009 which was furnished in connection with a change of business by
the Company to become an oil and gas exploration and development
company.  The change of business transaction received shareholders’
approval via written consents.





Concurrent
with the closing of the above acquisition, the Company completed a private
placement of 12,183,000 common shares at $0.25 per share for gross proceeds of
$3,045,750.  The Company paid a cash commission to certain finders
equal to 7% of the gross proceeds (or $151,602) for the introduction of the
subscribers.  In addition, the Company issued to the finders 662,410
warrants to acquire that number of common shares of the Company which is equal
to 7% of the number of common shares sold to subscribers of the private
placement introduced to the Company.  Each finder’s warrant entitles
the finders to purchase one common share of the Company at a price of $0.30 per
share for a period of twelve months following the closing of the
transaction.  The warrants associated with this placement have an
estimated fair value of $92,205.  The Black-Scholes valuation model
was used with the following assumptions:


Market
      price
                      
                      $
                      0.30Expected
      life
                      
                      1
      yearRisk
      free interest rate
                      
                      
                      1.04
                      %Dividend
      yield
                      
                      
                      -Expected
      volatility
                      
                      
                      122.92
                      %Fair
      value of warrants
                      
                      $
                      92,205




Pursuant
to an escrow agreement dated May 13, 2009, 451,000 common shares held prior to
the application for the change of business and reactivation of the Company on
the TSX Venture Exchange were deposited with Computershare Trust Company of
Canada to be held in escrow.  Under the terms of the agreement 10% of
these shares will be released from escrow on the date of issuance of the Final
Exchange Bulletin upon completion of the change of business transaction of the
Company and with 90% to be released in six equal tranches every six months after
that date.  On July 31, 2009, 49,600 shares were released from
escrow.





Subsequent
to March 31, 2009, the Company drilled and completed four gross shallow gas
wells, to earn post-pooled minority interest of approximately 4.5%, 25%, 32% and
95% respectively, in four sections of land on property located in the Willesden
Green and nearby areas of Alberta.





On June
1, 2009, the Company entered into three contracts with certain companies, one of
which is controlled by the president of the Company, to provide advisory and
technical services on an on-going basis.  The aggregate annual
compensation of these contracts amounts to $483,000 which is paid at a rate of
$40,250 per month.  Each agreement can be terminated by giving
termination notice and a minimum of 6 months to a maximum of 12 months
termination fee.  The Company also entered into a month-to-month
contract with a corporation to provide technical and land management services at
a monthly compensation of $11,000.  This agreement can be terminated
by giving the firm notice and a minimum of 2 weeks to a maximum of 4 weeks
termination fee.




F-39




EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)




NOTE
12.          SUBSEQUENT EVENTS
(continued)





On June
2, 2009, the Company granted options to certain officers, directors, employees
or consultants to purchase an aggregate of 2,700,000 commons shares in the
capital of the Company at an exercise price of $0.30 per share for a 5 year
period.   One-quarter of the options under this option agreement
vested immediately; and one-quarter of the options shall vest on each of the
sixth month anniversary; the one year anniversary and the eighteen month
anniversary from the grant date.  The options were granted with a fair
value of $685,910.  The Black-Scholes method of options valuation was
used with the following assumptions:





Exercise
      price
                      
                      $
                      0.30Expected
      life
                      
                      5
      yearsRisk
      free interest rate
                      
                      
                      2.57
                      %Expected
      volatility
                      
                      
                      124.66
                      %Dividend
      yield
                      
                      
                      -Fair
      value of options granted
                      
                      $
                      685,910





Subsequent
to year end, the loan payable of $80,000, which was repayable on demand,
unsecured and non-interest bearing, was repaid in full.





On July
8, 2009, the Company under its formal stock option plan granted options to
certain officers, directors or consultants to purchase an aggregate of 300,000
shares in the Company at an exercise price of $0.31 per share for a 5 year
period.   One-quarter of the options under this option agreement
vested immediately; and one-quarter of the options shall be vested on each of
the sixth month anniversary; the one year anniversary and the eighteen month
anniversary from the grant date.  The options were granted with a fair
value of $78,941 using the Black-Scholes method of options valuation with the
following assumptions:





Market
      price
                      
                      $
                      0.31Expected
      life
                      
                      5
      yearsRisk
      free interest rate
                      
                      
                      2.57
                      %Expected
      volatility
                      
                      
                      125.30
                      %Dividend
      yield
                      
                      
                      -Fair
      value of options granted
                      
                      $
                      78,941





At the
Annual General Meeting held on July 20, 2009, the shareholders approved a change
of name to Edge Resources Inc.  On July 27, 2009 the change of name
received regulatory approval.  The shares of the Company commenced
trading as Edge Resources Inc. on July 28, 2009 under the symbol
“EDE”.




NOTE
13.          UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES





These
financial statements are prepared in accordance with generally accepted
accounting principles in Canada (“Canadian GAAP”), which differ in certain
respects with accounting principles generally accepted in the United States and
from practices prescribed by the Securities and Exchange Commission
(collectively “US GAAP).  Material differences to these financial
statements are as follows:





a)      Exploration stage
enterprise:


Under US
accounting standards, the Company is considered to be an enterprise in the
exploration stage as substantially all of its efforts have been directed towards
the investigation of business opportunities and exploration of resource
properties.  Accounting principles for exploration stage enterprises
require the specific disclosure of this fact and the presentation of certain
cumulative information from the inception of the exploration
stage.  However, it does not require any changes in the measurement of
assets, liabilities, revenues or expenses from that set out in the financial
statements prepared in accordance with Canadian GAAP.





b)      Statement of stockholders’
equity:


US
accounting standards require a separate Statement of Stockholders’ Equity
disclosing historical transactions from inception of the exploration
stage.  For Canadian reporting purposes the Company has not provided
historical share transactions prior to March 31, 2007.





F-40




EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)




NOTE
13.          UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)




c)      Interest in unproven mineral
properties:


Under US
GAAP, pursuant to EITF 04-2, the Company classified its mineral rights as
tangible assets and accordingly acquisition costs are capitalized as mineral
property costs.  US GAAP requires that long-lived assets be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.  In performing the
review for recoverability, the Company is to estimate the future cash flows
expected to result from the use of the asset and its eventual
disposition.  If the sum of the undiscounted expected future cash
flows is less than the carrying amount of the asset, an impairment loss is
recognized.  Mineral exploration costs are expensed as incurred until
commercially mineable deposits are determined to exist within a particular
property.  Accordingly, for all periods presented, the Company has
expensed all mineral exploration costs for US GAAP purposes.  In
addition, under Canadian GAAP, cash flows relating to resource property costs
are reported as investing activities. For US GAAP, these costs are classified as
operating activities.





To date
the Company has not established any proven or probable reserves on its mineral
properties.




d)      Statements
of cash flows





For
Canadian GAAP, all cash flows relating to mineral property costs are reported as
investing activities. For US GAAP, mineral property acquisition costs would be
characterized as investing activities and mineral property exploration costs as
operating activities.





The
Company has included a subtotal in cash flows from operating activities. Under
US GAAP, no such subtotal would be disclosed.





e)      Restatement





The
U.S. GAAP reconciliation for 2009 has been restated as it was determined that
there were no GAAP differences relating to deferred oil and gas acquisition
costs.  Prior to the restatement, the Company had shown deferred
acquisition costs of $37,164 relating to legal costs and assignment fees with
respect to the acquisition of the oil and gas properties as a reconciling
item.  However, under both Canadian and U.S. GAAP using the full cost
method, these costs are capitalized as part of the acquisition.





f)      Summary
of financial statement information





The
effect of the accounting differences for exploration costs are as
follows:





Reconciliation
of losses reported to US GAAP:





2009
                          
                          
                          2008
                          
                          
                          2007$
                          
                          
                          $
                          
                          
                          $Net
      loss as reported in accordance with Canadian GAAP
                          
                          
                          (999,142
                          )
                          
                          
                          (151,083
                          )
                          
                          
                          (216,222
                          )Adjustments
      to US GAAP:-
      resource property acquisition related costs expensed
                          
                          
                          (37,164
                          )
                          
                          
                          -
                          
                          
                          
                          -Net
      loss under US GAAP
                          
                          
                          (1,036,306
                          )
                          
                          
                          (151,083
                          )
                          
                          
                          (216,222
                          )Net
      loss per share under US GAAP
                          
                          
                          (0.05
                          )
                          
                          
                          (0.01
                          )
                          
                          
                          (0.04
                          )




Diluted
net earnings (loss) per share reflect the potential dilution of securities that
could result from the exercise of dilutive options and warrants.  As
of March 31, 2009, the Company had no (2008: nil, 2007: nil) stock options
outstanding and no (2008: nil: 2007: 4,160,200) warrants outstanding which have
not been included in the calculation of diluted net loss per share because their
effect would have been anti-dilutive.





F-41





EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)




NOTE
13.          UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)





Reconciliation
of total assets, liabilities and shareholders’ equity to US GAAP:





2009
                                    
                                    
                                    2009
                                    
                                    
                                    2008$
                                    
                                    
                                    $
                                    
                                    
                                    $(restated)Total
      assets under Canadian GAAP
                                    
                                    
                                    131,987
                                    
                                    
                                    
                                    131,987
                                    
                                    
                                    
                                    697,833Adjustment
      to US GAAP-
      mineral resource property costs
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    --
      petroleum resource property acquisition related costs
                                    
                                    
                                    (37,164
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Total
      assets under US GAAP
                                    
                                    
                                    94,823
                                    
                                    
                                    
                                    131,987
                                    
                                    
                                    
                                    697,833Total
      liabilities under Canadian GAAP
                                    
                                    
                                    110,546
                                    
                                    
                                    
                                    110,546
                                    
                                    
                                    
                                    77,250Adjustment
      to US GAAP
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Total
      liabilities under US GAAP
                                    
                                    
                                    110,546
                                    
                                    
                                    
                                    110,546
                                    
                                    
                                    
                                    77,250Total
      shareholders’ equity  under Canadian GAAP
                                    
                                    
                                    21,441
                                    
                                    
                                    
                                    21,441
                                    
                                    
                                    
                                    620,583Adjusted
      to US GAAP-
      mineral resource property costs
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    --
      petroleum resource property acquisition related costs
                                    
                                    
                                    (37,164
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Total
      shareholders’ equity  under US GAAP
                                    
                                    
                                    (15,723
                                    )
                                    
                                    
                                    21,441
                                    
                                    
                                    
                                    620,583





Reconciliation
of statements of cash flows to US GAAP:





2009
                                    
                                    
                                    2009
                                    
                                    
                                    2008
                                    
                                    
                                    2007$
                                    
                                    
                                    $
                                    
                                    
                                    $
                                    
                                    
                                    $(restated)Cash
      used in operating activities under Canadian GAAP
                                    
                                    
                                    (609,747
                                    )
                                    
                                    
                                    (609,747
                                    )
                                    
                                    
                                    (135,908
                                    )
                                    
                                    
                                    (72,170
                                    )Adjustments
      to US GAAP-
      mineral property costs expensed
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (11,711
                                    )-
      petroleum resource property acquisition related costs
      expensed
                                    
                                    
                                    (37,164
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Cash
      used in operating activities under US GAAP
                                    
                                    
                                    (646,911
                                    )
                                    
                                    
                                    (609,747
                                    )
                                    
                                    
                                    (135,908
                                    )
                                    
                                    
                                    (83,881
                                    )Cash
      used in investing activities under Canadian
      GAAP
                                    
                                    
                                    (439,764
                                    )
                                    
                                    
                                    (439,764
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (14,211
                                    )Adjustments
      to US GAAP-
      mineral property costs expensed
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    11,711-
      petroleum resource property acquisition related costs
      expensed
                                    
                                    
                                    37,164
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Cash
      used in investing activities under US GAAP
                                    
                                    
                                    (402,600
                                    )
                                    
                                    
                                    (439,764
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (2,500
                                    )Cash
      flow from financing activities under Canadian GAAP
                                    
                                    
                                    480,000
                                    
                                    
                                    
                                    480,000
                                    
                                    
                                    
                                    624,030
                                    
                                    
                                    
                                    182,600Adjustments
      to US GAAP
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Cash
      flow from financing activities under US GAAP
                                    
                                    
                                    480,000
                                    
                                    
                                    
                                    480,000
                                    
                                    
                                    
                                    624,030
                                    
                                    
                                    
                                    182,600




F-42




EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)




NOTE
13.          UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)





f)      Recent accounting
pronouncements:





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 clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement of
premium revenue and claims liabilities.  This statement also requires
expanded disclosures about financial guarantee insurance
contracts.  SFAS No. 163 is effective for fiscal years beginning on or
after December 15, 2008, and interim periods within those years.  SFAS
No. 163 is not anticipated to have any effect on the Company’s financial
position, statement of operations, or cash flows at this time.





In April
2009, The FASB issued FSP SFAS 157-4 which provides additional guidance for
estimating fair value in accordance with SFAS 157, “Fair Value Measurements”,
when the volume and level of activity for the asset or liability have
significantly decreased.  FSP SFAS 157-4 also includes guidance on
identifying circumstances that indicate a transaction is not
orderly.  FSP SFAS 157-4 requires the disclosure of the inputs and
valuation technique(s) used to measure fair value and a discussion of changes in
valuation techniques and related inputs, if any, during the
period.  The adoption of this statement did not have a material impact
on the Company’s results of operations and financial position.





In June
2009, the FASB issued FAS No. 165 “Subsequent Events” (“FAS
165”).  FAS 165 requires companies to recognize in the financial
statements the effects of subsequent events that provide additional evidence
about conditions that existed at the date of the balance sheet, including the
estimates inherent in the process of preparing financial
statements.  An entity shall disclose the date through which
subsequent events have been evaluated, as well as whether that date is the date
the financial statements were issued.  Companies are not permitted to
recognize subsequent events that provide evidence about conditions that did not
exist at the date of the balance sheet but arose after the balance sheet date
and before financial statements are issued.  Some non recognized
subsequent events must be disclosed to keep the financial statements from being
misleading.  For such events a company must disclose the nature of the
event, an estimate of its financial effect, or a statement that such an estimate
cannot be made.  This Statement applies prospectively for interim or
annual financial periods ending after June 15, 2009.  The adoption of
FAS 165 is not expected to have a material impact on the Company’s results of
operations and financial position.





In June
2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles – a replacement of
FASB Statement No. 162 (“SFAS 168”).  Upon its adoption, the FASB
Accounting Standards Codification (the “Codification”) will become the source of
authoritative GAAP recognized by the FASB to be applied to nongovernment
entities.  On the effective date of SFAS 168, the Codification will
supersede all then-existing non-SEC accounting and reporting
standards.  Following SFAS 168, the FASB will not issue new accounting
standards in the form of FASB Statements, FASB Staff Positions, or Emerging
Issues Task Force abstracts.  SFAS 168 will also modify the existing
hierarchy of GAAP to include only two levels – authoritative and
non-authoritative.  SFAS 168 will be effective for financial
statements issued for interim and annual periods ending after September 15,
2009, and early adoption is not permitted.  The Company does not
believe that the adoption of this standard will have a material impact on its
financial position, results of operations or cash flows.





F-43





EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)
 (Unaudited)




PRO
FORMA FINANCIAL INFORMATION – (UNAUDITED)





As the
acquisition of petroleum and natural gas interests and concurrent financing
referred to in Note 12 resulted in a fundamental change to the Company’s line of
business, a pro forma balance sheet, pro forma capitalized cost incurred in oil
and gas property acquisition and development activity summary and pro forma oil
and gas reserve analysis have been presented as if the acquisition and financing
were completed at March 31, 2009.




EDGE
RESOURCES INC.


(Formerly
Guildhall Minerals Ltd.)


(An
Exploration Stage Company)


PRO FORMA
BALANCE SHEET


UNAUDITED


(Expressed
In Canadian Dollars)





March
      31,
                
                
                Subsequent
                
                
                March
      31,2009
                
                
                Acquisition
                
                
                2009Before
      acquisition
                
                
                && financing
                
                
                Financing
                
                
                Pro formaASSETSCURRENTCash
      and cash equivalents (2)
                
                $
                94,822
                
                
                $
                1,286,648
                
                
                $
                1,381,470PROMISSORY
      NOTE RECEIVABLE
                
                
                1
                
                
                
                -
                
                
                
                1PETROLEUM
      AND NATURAL GAS INTERESTS (1)
                
                
                -
                
                
                
                1,644,664
                
                
                
                1,644,664DEFERRED
      ACQUISITION AND FINANCING COSTS (1)
                
                
                37,164
                
                
                
                (37,164
                )
                
                
                -TOTAL
      ASSETS
                
                $
                131,987
                
                
                $
                2,894,148
                
                
                $
                3,026,135LIABILITIESCURRENTAccounts
      payable
                
                $
                30,546
                
                
                $
                -
                
                
                $
                30,546Loan
      payable
                
                
                80,000
                
                
                
                -
                
                
                
                80,000TOTAL
      LIABILITIES
                
                
                110,546
                
                
                
                -
                
                
                
                110,546SHAREHOLDERS’
      EQUITYSHARE
      CAPITAL (3)
                
                
                11,007,218
                
                
                
                2,801,943
                
                
                
                13,809,161CONTRIBUTED
      SURPLUS (3)
                
                
                60,000
                
                
                
                92,205
                
                
                
                152,205DEFICIT
                
                
                (11,045,777
                )
                
                
                -
                
                
                
                (11,045,777
                )21,441
                
                
                
                2,894,.148
                
                
                
                2,915,589TOTAL
      LIABILITIES AND SHAREHOLDERS’ EQUITY
                
                $
                131,987
                
                
                $
                2,894,148
                
                
                $
                3,026,135




F-44




EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)
 (Unaudited)




PRO
FORMA FINANCIAL INFORMATION – (UNAUDITED) (continued)





Note 1 -
On April 15, 2009, the Company entered into a purchase and sale agreement with
Poplar Point Energy, Inc. to acquire certain petroleum and natural gas assets
located in the Willesden Green North property in Alberta, Canada.  The
total consideration payable by the Company to the vendor is $1,500,000
cash.  In addition, the Company paid an assignment fee of $25,000 for
the right to enter into a definitive agreement, a finder’s fee of $107,500 and
legal fees of $12,164.  The legal fees and assignment fee were
recorded as deferred acquisition and financing costs at March 31, 2009 as the
acquisition process was not completed at that time.  For the purpose
of the pro forma balance sheet, these costs have been reclassified to petroleum
and natural gas interests.





Note 2 –
Concurrent with the closing of the above acquisition, the Company completed a
private placement of 12,183,000 common shares at $0.25 per share for gross
proceeds of $3,045,750.  The Company paid a cash commission
aggregating $151,602 to certain finders for the introduction of the subscribers;
$107,500 for finder’s fees and $1,500,000 for the petroleum and natural gas
assets.





Note 3 –
The change in share capital arises from the issue of 12,183,000 common shares at
$0.25 for gross proceeds of $3,045,750 net of share issue expense of
$151,602.  In addition, share capital was credited the fair value of
662,410 warrants issued to the finders of the subscribers to acquire that number
of common shares of the Company with a offsetting charge to contributed
surplus.  Each finder’s warrant entitles the finders to purchase one
common share of the Company at a price of $0.30 per share for a period of twelve
months following the closing of the transaction.  The warrants
associated with this placement have an estimated fair value of $92,205 using the
black-scholes valuation model.




Pro Forma
Capitalized Costs Incurred


In Oil
and Gas Property Acquisition and Development Activities Summary


March 31,
2009


(Unaudited)





Willesden Green area, Alberta, Canada
                      Proved undeveloped oil and gas properties
                    
                    Total$Acquisition
      costsBalance,
      March 31, 2008
                    
                    
                    -Petroleum
      and natural gas rights and interest
                    
                    
                    1,500,000Acquisition
      fees and legal costs
                    
                    
                    144,664Balance,
      March 31, 2009
                    
                    
                    1,644,664Deferred
      exploration  and development costsBalance,
      March 31, 2008
                    
                    
                    -Exploration,
      drilling and administrative costs
                    
                    
                    -Asset
      retirement obligations
                    
                    
                    -Depletion
                    
                    
                    -Balance,
      March 31, 2009
                    
                    
                    -Total
                    
                    
                    1,644,664




F-45




EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)
 (Unaudited)


PRO
FORMA OIL AND GAS INFORMATION – (UNAUDITED)




Pro Forma
Oil and Gas Reserve Analysis


(Unaudited)


March 31,
2009




Oil and
gas reserves





The
Company engaged an independent qualified reserve evaluator, AJM Petroleum
Consultants (“AJM”) to review the Company’s proved undeveloped and probable
undeveloped gas reserves.  As at March 31, 2009, all of the Companies
gas reserves are located in Canada.  The changes in net proved and
probable reserve quantities are outlined below.





The
following tables provides summary information presented in the AJM Petroleum
Consultants (“AJM”) reserves update effective June 1, 2009, in accordance with
the rules provided by National Instrument 51-101 “Standards of Disclosure for
Oil and Gas Activities of the Canadian Securities
Administrators”.  Some of the information contained herein summarizes
certain information contained in the estimated AJM reserves update effective
June 1, 2009.  The Company’s crude oil, natural gas liquids and
natural gas volumes provided herein are estimates only and there is no guarantee
that the estimated reserves will be recovered.  The actual crude oil,
natural gas liquids and natural gas volumes eventually recovered may be greater
than or less than the reserves estimates provided herein.





The
report provided by AJM Petroleum Consultants and the following summary
information contains forward looking statements including expectations of future
production and capital expenditures.  Information concerning reserves
may also be deemed to be forward looking as estimates imply that the reserves
described can be profitably produced in the future.  These statements
are based on current expectations that involve a number of risks and
uncertainties, which could cause the actual results to differ from those
anticipated.  These risks include, but are not limited to: the
underlying risks of the oil and gas industry (i.e. operational risks in
development, exploration and production; potential delays or changes in plans
with respect to exploration or development projects or capital expenditures; the
uncertainty of reserves estimates; the uncertainty of estimates and projections
relating to production, costs and expenses, political and environmental
factors), and commodity price and exchange rate fluctuation.  Present
values for various discount rates documented in the 51-101 report or this
summary may not necessarily represent fair market value of the
reserves.





Proved
undeveloped reserves are those reserves that are expected to be recovered from
known accumulations where significant expenditure is required to render them
capable of production.




Willesden Green, Alberta, CanadaProved and probable undeveloped reserves
                  
                  Crude Oil
                  
                  
                  
                  
                  
                  NaturalGas
                    liquidsWIMbbls
                  
                  
                  NetMbbls
                  
                  
                  WIMstb
                  
                  
                  NetMstbBeginning
      of the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Purchase
      of reserves
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  14.7
                  
                  
                  
                  9.8Extension
      and discoveries
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Sale
      of reserves in place
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -End
      of the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  14.7
                  
                  
                  
                  9.8




F-46





EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)
 (Unaudited)


SUPPLEMENTARY
OIL AND GAS INFORMATION – FAS 69 (UNAUDITED) (continued)





Willesden Green, Alberta, CanadaProved and probable undeveloped reserves
                    
                    Natural GasWIMMcf
                    
                    
                    NetMMcf
                    
                    
                    WIMboe
                    
                    
                    NetMboeBeginning
      of the year
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Purchase
      of reserves
                    
                    
                    6,669
                    
                    
                    
                    4,782
                    
                    
                    
                    1,126
                    
                    
                    
                    807Extension
      and discoveries
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Sale
      of reserves in place
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -End
      of the year
                    
                    
                    6,669
                    
                    
                    
                    4,782
                    
                    
                    
                    1,126
                    
                    
                    
                    807





Notes:


(1)
            WI
      means the Company’s working interest (operating and non-operating) share
      before deduction of royalties and excludingany
      royalty interest of the Company.


(2)
            Net
      reserves means the Company’s working interest (operated and non-operated)
      share after deduction of royalty’sobligations
      plus the Company’s royalty interest in
reserves.


(3)
            A
      barrel of oil equivalent (boe) is derived by converting natural gas to oil
      in the ratio of six thousand cubic feet of naturalgas
      to one barrel of oil equivalent.  A boe conversion may be
      misleading particularly if used in isolation, as it is based onan
      energy equivalency conversion method primarily applicable at the burner
      tip and may not represent a value equivalencyat
      the wellhead.





F-47




EDGE
RESOURCES INC.
 (Formerly
Guildhall Minerals Ltd.)
 (An
Exploration Stage Company)
 NOTES
TO THE FINANCIAL STATEMENTS
  MARCH
31, 2009
 (Expressed
In Canadian Dollars)
 (Unaudited)


Standardized
Measure of Discounted Future Net Cash Flows and Changes Therein





The
standardized measure of discounted future net cash flows is based on estimates
made by AJM of net proved and probable undeveloped reserves.  Future
cash flows are computed based on year-end constant prices and cost assumptions
applied against annual future production form proved and probable undeveloped
natural gas reserves.  Future development and production costs are
based on year-end constant price assumptions and assume the continuation of
existing economic conditions.  Future income taxes are calculated by
applying statutory income tax rates.  The Company is currently not
taxable.  The standardized measure of discounted future net cash flows
is computed using a 10 percent discount factor.





The
Company cautions users of this information that the discounted future net cash
flows relating to proved and probable undeveloped gas reserves are neither an
indication of the fair market value of our gas properties, nor of the future net
cash flows expected to be generated from such properties.  The
discounted future cash flows do not include the fair market value of exploratory
properties or possible gas reserves, nor is consideration given to the effect of
anticipated future changes to natural gas prices, development, asset retirement
and production costs and possible changes to tax and royalty
regulations.  The prescribed discount rate of 10 percent is arbitrary
and may not appropriately reflect future interest rates.





Standardized
Measure of Discounted Future Net Cash Flows




As at
March 31, 2009




($Cad Thousands)
                            
                            Canada
                              Total$Future
      cash inflows
                            
                            
                            42,365.8Future
      operating costs
                            
                            
                            (13,835.6
                            )Future
      investment costs
                            
                            
                            (7,738.7
                            )Future
      well abandonment costs
                            
                            
                            (979.0
                            )Undiscounted
      pre-tax cash flows
                            
                            
                            19,812.5Future
      income taxes
                            
                            
                            5,064.0Future
      net cash flows
                            
                            
                            14,748.5Less:
      10% annual discount factor
                            
                            
                            (2,855.0
                            )Standardized
      measure of discounted future net cashflow
                            
                            
                            11,893.5




F-48