As
      filed
      with the Securities and Exchange Commission on August 22, 2006




**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**FORM 10-QSB/A**





**(Mark
                one)**




**x**
            
            **QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                OF 1934.**




**For
      the fiscal quarter ended March 31, 2006**




**OR**




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




**For
      the transition period from ________________ to
      ________________**




**Commission
      File No. 000-50906**









**ETERNAL
      ENERGY CORP.**


(Exact
      Name of Small Business Issuer in its Charter)





**Nevada**
            
            **20-0237026**(State
                or Other Jurisdiction
              of
                Incorporation or
              Organization)
            
            (I.R.S.
                Employer
              Identification
                No.)





**2120
      West Littleton Blvd., Suite 300**


**Littleton,
      Colorado**


(Address
      and telephone number of Principal Executive Offices)





**(303)
      385-1230**


(Issuer’s
      Telephone Number, Including Area Code)











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





Yes x No o





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





Yes o No x




Number
      of
      shares outstanding as of the close of business on May 8, 2006:





**TITLE
                OF CLASS**
            
            **NUMBER
                OF SHARES**
              **OUTSTANDING**Common
                Stock, $0.001 par value.
            
            41,520,000





Transitional
      Small Business Disclosure Format (Check one): Yes o No x







**Eternal
      Energy Corp.**


**(Formerly
      Golden Hope Resources Corp.)**


**(A
      Company in the Development Stage)**




**Financial
      Statements**




***As
      of March 31, 2006,***


***For
      Each of the Three-Month Periods Ended March 31, 2006 and 2005
      and***


**For
      the Period From July 25, 2003 (Inception) to March 31,
      2006**










**Eternal
        Energy Corp.**
 **(Formerly
        Golden Hope Resources Corp.)**
 **(A
        Company in the Development Stage)**
  **Index
        to the Financial Statements**
  ***As
        of March 31, 2006,***
 ***For
        Each of the Three-Month Periods Ended March 31, 2006 and 2005
        and***
 ***For
        the Period From July 25, 2003 (Inception) to March 31,
        2006***





Financial
                  Statements of Eternal Energy Corp. (formerly Golden Hope Resources
                  Corp.)
                  (A Company in the Development Stage):Balance
                  Sheet as of March 31, 2006
              
              1Statements
                  of Operations For Each of the Three Month Periods Ended March 31,
                  2006 and
                  2005 and for the Period from July 25, 2003 (Inception) to March
                  31,
                  2006
              
              2Statements
                  of Cash Flows For Each of the Three-Month Periods Ended March 31,
                  2006 and
                  2005 and for the Period From July 25, 2003 (Inception) to March
                  31,
                  2006
              
              3Notes
                  to the Financial Statements
              
              5









**Eternal
      Energy Corp.**


**(Formerly
      Golden Hope Resources Corp.)**


**(A
      Company in the Development Stage)**




**Balance
      Sheet**




***For
      Each of the Three-Month Periods Ended March 31, 2006 and 2005
      and***


***For
      the Period From July 25, 2003 (Inception) to March 31, 2006***





*ASSETS*


**Restated**Current
                assets:Cash
            
            $
            2,947,513Prepaid
                compensation
            
            
            55,625Total
                current assets
            
            
            3,003,138Oil
                and gas properties
            
            
            832,000Deposits
                - future drilling costs
            
            
            3,000,000**Total
                assets**
            
            **$**
            **6,835,138**




*LIABILITIES
      AND STOCKHOLDERS' DEFICIT*


Current
                liabilities:Accounts
                payable and accrued liabilities
            
            $
            603Accrued
                payroll-related costs
            
            
            34,769Loans
                payable
            
            
            50,000Warrant
                derivative liability
            
            
            9,575,998**Total
                current liabilities**
            
            
            **9,661,370**Commitments
                and contingenciesStockholders'
                deficitCommon
                stock, $.001 par value, 875,000,000 shares authorized, 42,350,000
                shares
                issued and outstanding
            
            
            40,752Additional
                paid-in capital
            
            
            1,418,887Deficit
                accumulated during the development stage
            
            
            (4,285,871
            )**Total
                stockholders' deficit**
            
            
            (2,826,232
            )**Total
                liabilities and stockholders' deficit**
            
            **$**
            **6,835,138**




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


1


**Eternal
        Energy Corp.**
 **(Formerly
        Golden Hope Resources Corp.)**
 **(A
        Company in the Development Stage)**
  **Statement
        of Operations**
  ***For
        Each of the Three-Month Periods Ended March 31, 2006 and 2005
        and***
 ***For
        the Period From July 25, 2003 (Inception) to March 31, 2006***


****
            ****
            **For
                the Three-Month Period Ended**
            ****
            **For
                      the**
                    **Period
                      From**
                    **July
                      25, 2003**
                    **(Inception)
                      to**
            ********
            ****
            **March
                31, 2006**
            ****
            **March
                31, 2005**
            ****
            **March
                31, 2006**
            ********
            ****
            **Restated**
            ****
            ****
            ****
            **Restated**Operating
                expenses:
            
            
            —
            
            
            —Exploration
                costs
            
            
            
            
            
            
            
            $
            24,600General
                and administrative
            
            $
            87,222
            
            $
            1,012
            
            
            236,630Professional
                fees
            
            
            1,355
            
            
            —
            
            
            3,909,374Loss
                on warrant derivative
            
            
            3,918,832
            
            
            —
            
            
            3,909,374Total
                operating loss
            
            
            (4,007,409
            )
            
            (1,012
            )
            
            (4,285,896
            )Interest
                income
            
            
            —
            
            
            12
            
            
            25Net
                loss
            
            $
            (4,007,409
            )
            $
            (1,000
            )
            $
            (4,285,871
            )Net
                loss per common share - basic and diluted
            
            $
            (0.13
            )
            $
            0.00
            
            $
            (0.10
            )Weighted
                average number of shares outstanding - basic and diluted
            
            
            29,970,956
            
            
            50,750,000
            
            
            42,838,750




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


2




**Eternal
        Energy Corp.**
 **(Formerly
        Golden Hope Resources Corp.)**
 **(A
        Company in the Development Stage)**
  **Statements
        of Cash Flows**
  ***For
        Each of the Three-Month Periods Ended March 31, 2006 and 2005
        and***
 ***For
        the Period From July 25, 2003 (Inception) to March 31, 2006***


****
            ****
            **For
                the Three-Month Period Ended**
            ****
            **For
                      the**
                    **Period
                      From**
                    **July
                      25, 2003**
                    **(Inception)
                      to**
            ********
            ****
            **March
                31, 2006**
            ****
            **March
                31, 2005**
            ****
            **March
                31, 2006**
            ********
            ****
            **Restated**
            ****
            ****
            ****
            **Restated***Cash
                flows provided by (used in) operating activities:*Net
                loss
            
            $
            (4,007,409
            )
            $
            (1,000
            )
            $
            (4,285,871
            )Adjustments
                to reconcile net loss to net cash used by operating
                activities:Non
                cash transactions:Stock-based
                compensation
            
            
            12,288
            
            
            —
            
            
            12,288Loss
                on derivatives
            
            
            3,918,832
            
            
            —
            
            
            3,909,374Changes
                in operating assets and liabilities:Decrease
                in prepaid compensation
            
            
            20,625
            
            
            —
            
            
            (55,625
            )Increase
                in accounts payable and accrued liabilities
            
            
            (17,784
            )
            
            —
            
            
            603Increase
                in loans payable
            
            
            50,000
            
            
            —
            
            
            50,000Increase
                (decrease) in accrued payroll-related costs
            
            
            (9,273
            )
            
            —
            
            
            34,769**Net
                cash used in operating activities**
            
            
            **(32,721**
            **)**
            
            **(1,000**
            **)**
            
            **(334,462**
            **)***Cash
                flows used in investing activities:*Increase
                in drilling deposits
            
            
            (3,000,000
            )
            
            
            
            
            (3,000,000
            )Additions
                to oil and gas properties
            
            
            (75,000
            )
            
            
            
            
            (832,000
            )**Net
                cash used in investing activities**
            
            
            **(3,075,000**
            **)**
            
            
            
            
            **(3,832,000**
            **)***Cash
                flows provided by financing activities:*Proceeds
                from issuance of common stock and warrants
            
            
            5,937,975
            
            
            
            
            
            7,113,975**Net
                cash provided by financing activities**
            
            
            **5,937,975**
            
            
            
            
            
            **7,113,975****Net
                increase in cash**
            
            
            **2,830,254**
            
            
            **(1,000**
            **)**
            
            **2,947,513****Cash
                - beginning of period**
            
            
            **117,259**
            
            
            **3,858**
            
            
            **—****Cash
                - end of period**
            
            **$**
            **2,947,513**
            
            **$**
            **2,858**
            
            **$**
            **2,947,513**




The
        accompanying notes are an integral part of the financial
        statements.
 3




**Eternal
      Energy Corp.**


**(Formerly
      Golden Hope Resources Corp.)**


**(A
      Company in the Development Stage)**




**Statements
      of Cash Flows**




***For
      Each of the Three-Month Periods Ended March 31, 2006 and 2005
      and***


***For
      the Period From July 25, 2003 (Inception) to March 31, 2006***





****
            ****
            **For
                the Three-Month Period Ended**
            ****
            **For
                      the**
                    **Period
                      From**
                    **July
                      25, 2003**
                    **(Inception)
                      to**
            ********
            ****
            **March
                31, 2006**
            ****
            **March
                31, 2005**
            ****
            **March
                31, 2006***Supplemental
                Disclosure of Cash Flow Information*Cash
                paid during the three-month period for:Interest
            
            
            —
            
            
            —
            
            
            —Income
                taxes
            
            
            —
            
            
            —
            
            
            —




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


4


**Eternal
        Energy Corp.**
 **(Formerly
        Golden Hope Resources Corp.)**
 **(A
        Company in the Development Stage)**
  **Notes
        to the Financial Statements**
  ***As
        of March 31, 2006,***
 ***For
        Each of the Three-Month Periods Ended March 31, 2006 and 2005
        and***
 ***For
        the Period From July 25, 2003 (Inception) to March 31, 2006***




**1.**  **Interim
      Presentation**




The
      accompanying condensed interim financial statements as of March 31, 2006 and
      for
      the three-month periods ended March 31, 2006 and 2005 and for the period from
      July 25, 2003 (inception) to March 31, 2006 are unaudited. In the opinion of
      management, such condensed financial statements include all adjustments
      (consisting only of normal recurring accruals) necessary for the fair
      presentation of the financial position and the results of operations. The
      results of operations for the three-month periods ended March 31, 2006 and
      2005
      are not necessarily indicative of the results to be expected for the full year.
      The interim financial statements should be read in conjunction with the
      Company's annual report on Form 10-KSB/A as of December 31, 2005.




**2.**  **Correction
      of Errors**




The
      accompanying financial statements as of March 31, 2006 and for the three month
      period then ended have been restated to reflect the correction of errors made
      in
      the recordation of certain oil and gas exploration costs and of warrants to
      purchase shares of common stock that have registration rights. These errors
      had
      no effect on the financial statements of March 31, 2005. Details of these
      corrections are as follows:





Increase
                in oil and gas properties
            
            $
            75,000Increase
                in warrant derivative liability
            
            $
            (5,581,724
            )Decrease
                in additional paid in capital
            
            $
            5,581,724Decrease
                in exploration costs
            
            $
            (75,000
            )Loss
                on warrant derivatives
            
            $
            3,918,832




The
      effects of similar adjustments to transactions that occurred prior to December
      31, 2005 and the effect of the adjustments at December 31, 2005, March 31,
      2006
      and for the three-month period ended March 31, 2006 are as follows:


5




**Eternal
      Energy Corp.**


**(Formerly
      Golden Hope Resources Corp.)**


**(A
      Company in the Development Stage)**




**Notes
      to the Financial Statements**




***As
      of March 31, 2006,***


***For
      Each of the Three-Month Periods Ended March 31, 2006 and 2005
      and***


***For
      the Period From July 25, 2003 (Inception) to March 31, 2006***




**2.**  **Correction
      of Errors, Continued**




**Increase
                (Decrease)****Previously**
            ****
            **December
                31,**
            ****
            **March
                31,**
            ****
            ****
            ********
            ****
            **Reported**
            ****
            **2005**
            ****
            **2006**
            ****
            **Restated**Cash
            
            $
            2,951,113
            
            
            —
            
            
            —
            
            $
            2,951,113Prepaid
                compensation
            
            
            55,625
            
            
            —
            
            
            —
            
            
            55,625Total
                current assets
            
            
            3,006,738
            
            
            —
            
            
            —
            
            
            3,006,738Oil
                and gas properties
            
            
            667,000
            
            $
            90,000
            
            $
            75,000
            
            
            832,000Deposits
            
            
            3,000,000
            
            
            —
            
            
            —
            
            
            3,000,000Total
                assets
            
            $
            6,673,738
            
            $
            90,000
            
            $
            75,000
            
            $
            6,838,738Accounts
                payable and accrued liabilities
            
            $
            603
            
            
            —
            
            
            —
            
            $
            603Accrued
                officer's payroll
            
            
            34,769
            
            
            —
            
            
            —
            
            
            34,769Loan
                payable
            
            
            50,000
            
            
            —
            
            
            —
            
            
            50,000Warrant
                derivative liability
            
            
            
            
            $
            75,442
            
            $
            9,500,556
            
            
            9,575,998Total
                current liabilities
            
            
            85,372
            
            
            75,442
            
            
            9,500,556
            
            
            9,661,370Common
                stock
            
            
            40,752
            
            
            —
            
            
            —
            
            
            40,752Additional
                paid-in capital
            
            
            7,085,511
            
            
            (84,900
            )
            
            (5,581,724
            )
            
            1,418,887Accumulated
                deficit
            
            
            (537,897
            )
            
            99,458
            
            
            (3,843,832
            )
            
            (4,282,271
            )Total
                shareholders' equity (deficit)
            
            
            6,588,366
            
            
            14,558
            
            
            (9,425,556
            )
            
            (2,822,632
            )**Total
                liabilities and shareholders' deficit**
            
            **$**
            **6,673,738**
            
            **$**
            **90,000**
            
            **$**
            **75,000**
            
            **$**
            **6,838,738**




The
      effect of these corrections was to increase net loss for the three month period
      ended March 31, 2006 by $3,768,832 ($0.12 per share) and decrease shareholders’
equity by $9,425,556.




6




**Eternal
      Energy Corp.**


**(Formerly
      Golden Hope Resources Corp.)**


**(A
      Company in the Development Stage)**




**Notes
      to the Financial Statements**




***As
      of March 31, 2006,***


***For
      Each of the Three-Month Periods Ended March 31, 2006 and 2005
      and***


***For
      the Period From July 25, 2003 (Inception) to March 31,
      2006***







**3.**  **Description
      of Business and Development Stage Operations**




Eternal
      Energy Corp. (formerly Golden Hope Resources Corp.) (the "Company") was
      incorporated in the state of Nevada in March 2003. The Company's business plan
      is to develop and engage in the acquisition, exploration and development of
      natural resource properties. At March 31, 2005, the Company has entered into
      participation agreements related to oil and gas exploration projects in the
      Big
      Sand Spring Valley Prospect located in Nye County, Nevada and UKCS Quads 14,
      41
      and 42 located in the North Sea. In April 2006, the Company's participation
      agreement in Nevada was expanded to include the Cherry Creek Prospect, also
      in
      Nevada. The Company's mining claims in British Columbia lapsed during
      2005.




**4.**  **Summary
      of Significant Accounting Policies**




*Basis
      of Presentation*




These
      financial statements are presented in United States dollars and have been
      prepared in accordance with accounting principles generally accepted in the
      United States.




*Development
      Stage Operations*




The
      Company is considered a development stage company in accordance with Financial
      Accounting Standards Board's Statement of Financial Accounting Standards
      ("SFAS") No. 7, *Accounting
      and Reporting by Development Stage Enterprises* .
      Its
      operations have been limited to general administrative operations and a limited
      amount of exploration, and it has incurred losses totaling $4,285,871 (including
      warrant derivative loss of $3,909,374) for the period from July 25, 2003
      (inception) to March 31, 2006 and has minimum future drilling obligations of
      $5
      million as of March 31, 2006. The Company has on deposit $3 million to be used
      against these future minimum drilling costs.




7


**Eternal
      Energy Corp.**


**(Formerly
      Golden Hope Resources Corp.)**


**(A
      Company in the Development Stage)**




**Notes
      to the Financial Statements**




***As
      of March 31, 2006,***


***For
      Each of the Three-Month Periods Ended March 31, 2006 and 2005
      and***


***For
      the Period From July 25, 2003 (Inception) to March 31,
      2006***







**4.**  **Summary
      of Significant Accounting Policies, Continued**




*Concentration
      of Credit Risk*




At
      March
      31, 2006, $2,937,787 was held in the trust account of the Company's legal
      counsel, and therefore may not be subject to FDIC insurance. The Company
      believes this credit risk is mitigated due to the financial strength of the
      law
      firm and the restrictions placed upon the trust account balances by the
      California State Bar Association. These funds are available to the Company
      at
      March 31, 2006.




*Oil
      and Gas Properties*




The
      Company follows the full cost method of accounting for its investments in oil
      and gas properties. Accordingly, all costs associated with the acquisition,
      exploration and development of oil and gas reserves are capitalized as incurred.
      The Company has not capitalized any interest or any of its internal costs
      related to its investments in oil and gas properties.




In
      addition, the capitalized costs are subject to a "ceiling test," which basically
      limits such costs to the aggregate of the "estimated present value" of future
      net revenues from proved reserves, discounted at a 10 percent interest rate,
      based on current economic and operating conditions, plus the lower of cost
      or
      fair market value of unproved properties.




At
      March
      31, 2006, all of the Company’s investments in oil and gas properties are in the
      exploration stage, and therefore are not subject to the ceiling
      test.




*Fair
      Value of Financial Instruments*




In
      accordance with the requirements of SFAS No. 107, *Disclosures
      about Fair Value of Financial Instruments* ,
      the
      Company has determined the estimated fair value of its financial instrument
      using available market information and appropriate valuation methodologies.
      The
      fair value of financial instruments classified as current liabilities
      approximates their carrying values due to their short-term
      maturity.


8


**Eternal
      Energy Corp.**


**(Formerly
      Golden Hope Resources Corp.)**


**(A
      Company in the Development Stage)**




**Notes
      to the Financial Statements**




***As
      of March 31, 2006,***


***For
      Each of the Three-Month Periods Ended March 31, 2006 and 2005
      and***


***For
      the Period From July 25, 2003 (Inception) to March 31,
      2006***







**4.**  **Summary
      of Significant Accounting Policies, Continued**




*Accounting
      for Stock-Based Employee Compensation*




In
      December 2004, the Financial Accounting Standards Board issued SFAS No. 123(R), *Share-Based
      Payment* .
      This
      pronouncement amends SFAS No. 123, *Accounting
      for Stock-Based Compensation* ,
      (SFAS
      No. 123) and supersedes Accounting Principles Board Opinion No. 25, *Accounting
      for Stock Issued to Employees* (APB No.
      25). SFAS No. 123(R) requires that companies account for awards of equity
      instruments issued to employees under the fair value method of accounting and
      recognize such amounts in their statements of operations. The Company adopted
      SFAS No. 123(R) on January 1, 2006, using the modified prospective method and,
      accordingly, have not restated the consolidated statements of operations for
      periods prior to January 1, 2006. Under SFAS No. 123(R), the Company is required
      to measure compensation cost for all stock-based awards at fair value on the
      date of grant and recognize compensation expense in our consolidated statements
      of operations over the service period that the awards are expected to vest.
      As
      permitted under SFAS No. 123(R), the Company has elected to recognize
      compensation cost for all options with graded vesting on a straight-line basis
      over the vesting period of the entire option.




Prior
      to
      January 1, 2006, the Company accounted for stock-based compensation, as
      permitted by SFAS No. 123 under the intrinsic value method described in APB
      No.
      25. Under the intrinsic value method, no stock-based employee compensation
      cost
      is recorded when the exercise price is equal to, or higher than, the market
      value of the underlying common stock on the date of grant.




The
      following table illustrates the effect on net loss and loss per share if the
      Company had applied the fair value recognition provisions of SFAS No. 123(R)
      to
      stock-based employee compensation, using the straight-line method, for the
      stated periods.


9


**Eternal
      Energy Corp.**


**(Formerly
      Golden Hope Resources Corp.)**


**(A
      Company in the Development Stage)**




**Notes
      to the Financial Statements**




***As
      of March 31, 2006,***


***For
      Each of the Three-Month Periods Ended March 31, 2006 and 2005
      and***


***For
      the Period From July 25, 2003 (Inception) to March 31,
      2006***







**4.**  **Summary
      of Significant Accounting Policies, Continued**




*Accounting
      for Stock-Based Employee Compensation, Continued*




For
                the
              Three-Month
              Period
                Ended
              March
                31, 2006
            
            For
                the
              Period
                From
              July
                25, 2003
              (Inception)
                to
              March
                31, 2006Net
                loss, as reported
            
            $
            (4,007,409
            )
            $
            (4,285,871
            )Total
                stock -based employee compensation expense determined under fair
                value
                based method for all awards, net of related tax effect
            
            
            (15,605
            )
            
            (24,764
            )Pro
                forma net loss
            
            
            (4,023,014
            )
            
            (4,310,635
            )Loss
                per share:Basic
                and diluted - as reported
            
            $
            (0.13
            )
            $
            (0.01
            )Basic
                and diluted - pro forma
            
            $
            (0.14
            )
            $
            (0.10
            )


There
        were no stock options granted or outstanding at March 31,
        2005.




*Stock
      Split*




In
      November 2005, the Company forward split its outstanding common shares 35 for
      1.
      All capital accounts, historical share amounts, weighted average share, and
      loss
      per share have been restated as if this forward split occurred at
      inception.




*Basic
      and Diluted Loss Per Share*




Basic
      loss per common share is computed by dividing net loss available to common
      shareholders by the weighted average number of common shares outstanding.
      Diluted loss per common share is computed in the same way as basic loss per
      common share except that the denominator is increased to include the number
      of
      additional common shares that would be outstanding if all potential common
      shares had been issued and if the additional common shares were dilutive. As
      of
      March 31, 2006, the Company had outstanding stock options and warrants that
      can
      be converted into 14,945,800 shares of common stock. The options and warrants
      would have an anti-dilutive effect and, therefore, are not included in diluted
      loss per share.


10


**Eternal
      Energy Corp.**


**(Formerly
      Golden Hope Resources Corp.)**


**(A
      Company in the Development Stage)**




**Notes
      to the Financial Statements**




***As
      of March 31, 2006,***


***For
      Each of the Three-Month Periods Ended March 31, 2006 and 2005
      and***


***For
      the Period From July 25, 2003 (Inception) to March 31,
      2006***







**4.**  **Summary
      of Significant Accounting Policies, Continued**




*Income
      Taxes*




The
      Company follows the liability method of accounting for income taxes. Under
      this
      method, deferred income tax assets and liabilities are recognized for the future
      tax consequences attributable to differences between the financial statement
      carrying amounts of existing assets and liabilities and their respective tax
      balances. Deferred income tax assets and liabilities are measured using tax
      rates expected to apply to the taxable income in the years in which those
      differences are expected to be recovered or settled. The effect on deferred
      income tax assets and liabilities of a change in tax rates is recognized in
      income in the period that includes the date of enactment or substantive
      enactment.




*Use
      of Estimates and Assumptions*




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires us to make estimates and
      assumptions that affect the reported amounts of assets, liabilities, revenues
      and expenses and disclosure of contingent obligations in the financial
      statements and accompanying notes. Our most significant assumptions are the
      estimates used in the determination of the deferred income tax asset valuation
      allowance and the determination of the value of the Company’s common shares that
      were issued for obligations. The estimation process requires assumptions to
      be
      made about future events and conditions, and as such, is inherently subjective
      and uncertain. Actual results could differ materially from our
      estimates.




**5.**  **Oil
      and Gas Properties**




The
      Company has entered into participation agreements in three exploratory oil
      and
      gas properties. Two of these agreements were entered into during the year ended
      December 31, 2005 and the third was entered into in January 2006. The agreements
      provide for the Company to have working interests in the wells, if they are
      successful, ranging from 10% to 50%. The Company paid certain amounts upon
      execution of the agreements and is obligated to share in the drilling costs
      of
      the exploratory wells. In addition, the Company has agreed to issue shares
      of
      its common stock based upon the proven reserves of one of the properties. A
      description of the oil and gas properties follows.


11


**Eternal
      Energy Corp.**


**(Formerly
      Golden Hope Resources Corp.)**


**(A
      Company in the Development Stage)**




**Notes
      to the Financial Statements**




***As
      of March 31, 2006,***


***For
      Each of the Three-Month Periods Ended March 31, 2006 and 2005
      and***


***For
      the Period From July 25, 2003 (Inception) to March 31,
      2006***







**5.**  **Oil
      and Gas Properties, Continued**




*Big
      Sand Spring Valley and Cherry Creek Prospect*




The
      Company acquired a 50% working interest in these properties for an initial
      payment of $667,000 and the obligation for a future payment of $2,000,000 which
      represents 50% of the initial drilling costs. Subsequently, the Company is
      obligated to pay 50% of additional drilling costs on this property. In addition,
      the Company is obligated to issue one million shares of its common stock for
      each ten million equivalent barrels of net proven oil reserves developed on
      the
      Big Sand Spring Valley Prospect. At March 31, 2006 the Company was not obligated
      to fund any additional drilling costs nor are there any net proven oil reserves
      on these properties. This participation agreement has a term of ten
      years.




*North
      Sea Quad 14*




The
      Company acquired a 10% working interest in this property for an initial payment
      of $90,000 which is designated as payment for 3-D seismic costs. In March 2006,
      the Company placed a $1.5 million deposit to serve as a cash bond which
      represents its share of the estimated $10 million drilling costs of this
      exploratory well. In addition, the Company is obligated to pay 15% of production
      testing, completion, and other costs. The test well has not been completed
      as of
      March 31, 2006.




*North
      Sea Quad 41 and 42*




In
      January 2006 the Company acquired a 10% working interest in this property for
      an
      initial payment of $75,000 which is designated as payment for 3-D seismic costs.
      In March 2006, the Company placed a $1.5 million deposit to serve as a cash
      bond
      which represents its share of the estimated $10 million drilling costs of the
      first exploratory well on this property. In addition, the Company is obligated
      to pay 15% of the production testing, completion, and other costs.




**6.**  **Deferred
      Income Taxes**




There
      is
      no current or deferred income tax provision due to the Company's historical
      losses and valuation allowance.


12


**Eternal
      Energy Corp.**


**(Formerly
      Golden Hope Resources Corp.)**


**(A
      Company in the Development Stage)**




**Notes
      to the Financial Statements**




***As
      of March 31, 2006,***


***For
      Each of the Three-Month Periods Ended March 31, 2006 and 2005
      and***


***For
      the Period From July 25, 2003 (Inception) to March 31,
      2006***







**7.**  **Commitments
      and Contingencies**




*Financial
      Results, Liquidity and Management's Plan*




The
      Company has incurred net losses for the three-month period ended March 31,
      2006
      and for the period from July 25, 2003 (inception) to March 31, 2006 of
      $(4,007,409) and $(4,285,871), respectively. Despite its negative cash flows
      from operations of $(32,721) and $(334,462) for the three-month period ended
      March 31, 2006 and for the period from July 25, 2003 (inception) to March 31,
      2006, respectively, the Company has been able to obtain additional operating
      capital through private equity funding sources. During the three-month period
      ended March 31, 2006, the Company was able to raise additional equity funds
      of
      $5,937,975. As of March 31, 2006, the Company had $2,947,513 in cash on hand,
      but Management's plans include the continued development and implementation
      of
      its business plan including a minimum payment of $2,000,000 for the Company’s
      portion of future drilling costs. The Company has as of yet not recognized
      any
      revenue nor have any of its planned drilling projects commenced, and it is
      still
      in the developmental phase. The Company has relied upon equity funding and
      a
      loan from a related party since inception.




*Litigation*




The
      Company is not aware of any litigation matters pending or threatened as of
      March
      31, 2006 that will materially affect the Company's financial statements. The
      Company may in the future become involved in matters of litigation that the
      Company considers ordinary routine litigation incidental to the Company's
      business. The Company's policy is to accrue during a period, as a charge to
      operations, amounts related to legal matters if it is probable that a liability
      has been incurred and the amount of loss can be reasonably estimated, as
      required by SFAS No. 5, *Accounting
      for Contingencies* .




*Drilling
      Cost Obligations*




As
      discussed in Note 5, the Company is obligated to fund its share of drilling
      costs related to its participation in three exploratory oil and gas wells.
      The
      minimum obligation on these wells is $5 million, none of which has been expended
      at March 31, 2006. The Company has made deposits of $3 million to be used for
      these future drilling costs.


13


**Eternal
      Energy Corp.**


**(Formerly
      Golden Hope Resources Corp.)**


**(A
      Company in the Development Stage)**




**Notes
      to the Financial Statements**




***As
      of March 31, 2006,***


***For
      Each of the Three-Month Periods Ended March 31, 2006 and 2005
      and***


***For
      the Period From July 25, 2003 (Inception) to March 31,
      2006***







**7.**  **Commitments
      and Contingencies, Continued**




*Employment
      Agreement*




The
      Company entered into an employment agreement with its president. This agreement
      has a term of two years, provides for annual compensation of $60,000 and
      provides for a signing bonus of $90,000, which was paid on March 31, 2006.
      In
      addition, the Company granted to its president options to purchase 1,443,800
      shares of the Company’s common stock at an exercise price of $1.00 per share.
      The employment agreement also gives the Company the right to repurchase from
      the
      president 3,250,000 shares he currently owns upon his termination. The
      repurchase price is the lesser of the fair market value of the shares on the
      date the repurchase right is exercised by the Company or $.023 per share.




This
      repurchase right lapses as follows:





Date
            
            Number
                of
              SharesMay
                7, 2006
            
            
            625,000November
                7, 2006
            
            
            1,375,000May
                7, 2007
            
            
            625,000November
                7, 2007
            
            
            625,000Total
            
            
            3,250,000




**8.**  **Loss
      Per Share**




The
      following securities were not included in the computation of diluted net loss
      per share as their effect would have been anti-dilutive:




For
                the Three-Month Period ended March 31,
            
            For
                the
              Period
                From
              July
                25, 2003
              (Inception)
                to2006
            
            2005
            
            March
                31, 2006Options
                to purchase common stock
            
            
            1,943,800
            
            
            —
            
            
            1,973,800Warrants
                to purchase common stock
            
            
            13,002,000
            
            
            —
            
            
            13,002,000




14


**Eternal
      Energy Corp.**


**(Formerly
      Golden Hope Resources Corp.)**


**(A
      Company in the Development Stage)**




**Notes
      to the Financial Statements**




***As
      of March 31, 2006,***


***For
      Each of the Three-Month Periods Ended March 31, 2006 and 2005
      and***


***For
      the Period From July 25, 2003 (Inception) to March 31,
      2006***







**9.**  **Stock
      Based Compensation**




In
      November 2005, the Company granted options to purchase 1,443,800 shares of
      its
      common stock to its president. The exercise price of these options is $1.00
      per
      share, which exceeded the market price on the effective date of grant. The
      options vest at the rate of 240,633 shares at the end of each six month period
      from the effective date of grant, and all become exercisable on November 7,
      2008. None of these options were exercisable at March 31, 2006.




In
      February 2006, the Company granted options to purchase 500,000 shares of its
      common stock to a director. The exercise price of these options is $1.00 per
      share. The market price on the effective date of grant was $1.19. The Company
      recognized $12,288 as compensation expense during the three-month period ended
      March 31, 2006. The options vest at the rate of 83,333 shares at the end of
      each
      six month period from the effective date of grant, and all become exercisable
      on
      February 27, 2009. None of these options were exercisable at March 31,
      2006.




The
      weighted average estimated fair value of the stock options granted during the
      three-month period ended March 31, 2006 was $0.80 per share. The amount was
      determined using the Black-Scholes option pricing model, which values options
      based on the stock price at the grant date, the expected life of the option,
      the
      estimated volatility of the stock, the expected dividend payments, and the
      risk-free interest rate over the expected life of the option.




The
      assumptions used in the Black-Scholes option pricing model for the stock options
      granted during the three-month period ended March 31, 2006 and for the period
      from July 25, 2003 (inception) to March 31, 2006 were as follows:




For
                the Three-Month Period ended March 31,
            
            For
                the
              Period
                From
              July
                25, 2003 (Inception) to2006
            
            2005
            
            March
                31, 2006Risk-free
                interest rate
            
            
            4.60
            %
            
            —
            
            
            4.41%
                - 4.60
            %Expected
                volatility of common stock
            
            
            1.01
            
            
            —
            
            
            1.01Dividend
                yield
            
            $
            0.00
            
            
            —
            
            $
            0.00Expected
                life of options
            
            
            3
                years
            
            
            —
            
            
            3
                yearsWeighted
                average fair market value of options granted
            
            $
            0.8043
            
            
            —
            
            $
            0.3032




15


**Eternal
      Energy Corp.**


**(Formerly
      Golden Hope Resources Corp.)**


**(A
      Company in the Development Stage)**




**Notes
      to the Financial Statements**




***As
      of March 31, 2006,***


***For
      Each of the Three-Month Periods Ended March 31, 2006 and 2005
      and***


***For
      the Period From July 25, 2003 (Inception) to March 31,
      2006***







**10.**  **Equity
      Transactions**




*Sale
      of Equity Units*




In
      March
      2006, the Company sold 11,876,000 equity units through a private placement
      offering. Each equity unit consisted of one share of the Company’s common stock
      and one warrant to purchase a share of the Company’s common stock at $1.00 per
      share. The per equity unit price was $0.50 for an aggregate value of $5,937,975.
      The equity units have a registration rights agreement that require the Company
      to file a registration statement with the Securities and Exchange Commission
      covering the shares and shares to be issued upon exercise of the warrants within
      90 days of the purchase of the equity units. The registration rights agreement
      provide for liquidated damages equal to one percent of the proceeds of the
      unit
      sales for each thirty day period in which the registration statement is not
      filed after the 90 day period.




*Warrant
      Derivative Liability*




The
      holders of the warrants to purchase shares of the Company’s common stock have
      registration rights that require the Company to file a registration statement
      with the Securities and Exchange Commission to register for resale the common
      stock to be issued upon exercise of the warrants. Because the ability to
      register the shares to be issued upon exercise is deemed to be outside the
      control of the Company, the initial fair value of the warrants were recorded
      as
      a financial instrument derivative liability and are marked to market at the
      end
      of each reporting period. At August 22, 2006 the registration statement is
      not
      effective.


16


**Eternal
      Energy Corp.**


**(Formerly
      Golden Hope Resources Corp.)**


**(A
      Company in the Development Stage)**




**Notes
      to the Financial Statements**




***As
      of March 31, 2006,***


***For
      Each of the Three-Month Periods Ended March 31, 2006 and 2005
      and***


***For
      the Period From July 25, 2003 (Inception) to March 31,
      2006***







**10.**  **Equity
      Transactions, Continued**




The
      Company estimated the fair value of the warrants using the Black-Scholes
      valuation model with the following assumptions:




Warrant
                Inception
            
            December
                31,
              2005Term
            
            
            24
                months
            
            
            22
                monthsRisk
                free interest rate
            
            
            4.34
            %
            
            4.34
            %Volatility
            
            
            101
            %
            
            101
            %Dividend
            
            
            0
            
            
            0




*Shares
      Reserved for Future Issuance*




The
      Company has reserved shares for future issuance upon exercise of outstanding
      options and warrants as follows:




Options
            
            
            1,943,800Warrants
            
            
            13,002,000Total
                at March 31, 2006
            
            
            14,945,800




These
      amounts do not include any shares that may have to be issued upon the discovery
      of net proved reserves in the Nevada oil and gas property.


17


**Item
      2. Management’s Discussion and Analysis**





THE
      FOLLOWING PRESENTATION OF OUR MANAGEMENT'S DISCUSSION AND ANALYSIS SHOULD BE
      READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL
      INFORMATION INCLUDED ELSEWHERE IN THIS REPORT.





A
      Note
      About Forward-Looking Statements





This Amended
      Quarterly Report on Form 10-QSB/A contains "forward-looking statements" within
      the meaning of the Private Securities Litigation Reform Act of 1995 that are
      based on current management's expectations. These statements may be identified
      by their use of words like "plans", "expect", "aim", "believe", "projects",
      "anticipate", "intend", "estimate", "will", "should", "could" and other
      expressions that indicate future events and trends. All statements that address
      expectations or projections about the future, including statements about our
      business strategy, expenditures, and financial results are forward-looking
      statements. We believe that the expectations reflected in such forward-looking
      statements are accurate. However, we cannot assure you that such expectations
      will occur.





Actual
      results could differ materially from those in the forward looking statements
      due
      to a number of uncertainties including, but not limited to, those discussed
      in
      this section. Factors that could cause future results to differ from these
      expectations include general economic conditions, further changes in our
      business direction or strategy; competitive factors, oil and gas exploration
      uncertainties, and an inability to attract, develop, or retain technical,
      consulting, managerial, agents, or independent contractors. As a result, the
      identification and interpretation of data and other information and their use
      in
      developing and selecting assumptions from and among reasonable alternatives
      requires the exercise of judgment. To the extent that the assumed events do
      not
      occur, the outcome may vary substantially from anticipated or projected results,
      and accordingly, no opinion is expressed on the achievability of those
      forward-looking statements. No assurance can be given that any of the
      assumptions relating to the forward-looking statements specified in the
      following information are accurate, and we assume no obligation to update any
      such forward-looking statements. You should not unduly rely on these
      forward-looking statements, which speak only as of the date of this Amended
      Quarterly Report. except as required by law, we are not obligated to release
      publicly any revisions to these forward-looking statements to reflect events
      or
      circumstances occurring after the date of this report or to reflect the
      occurrence of unanticipated events.





Overview
      of the Company





We
      are a
      start-up, development stage company and have not yet generated or realized
      any
      revenues from our business operations. During the fourth quarter 2005,
      we changed our name from Golden Hope Resources, Inc. to Eternal Energy
      Corp., and changed our business plan to focus on the exploration for oil and
      gas
      resources. Since then, we have altered our management, raised $7,064,000 through
      March 31, 2006 via the private placement of shares of our common stock and
      warrants to purchase shares of common stock and invested in three oil and gas
      exploration ventures.





The
      holders of the common shares and warrants to purchase shares of the Company’s
      common stock have registration rights that require the Company to file a
      registration statement with the Securities and Exchange Commission to register
      for resale the common stock issued and to be issued upon exercise of the
      warrants. Because the ability to register the shares to be issued upon exercise
      is deemed to be outside the control of the Company, the initial fair value
      of
      the warrants were recorded as a financial instrument derivative liability and
      are marked to market at the end of each reporting period. This results in the
      recordation of a warrant derivative liability of $9,575,998 at March 31, 2006
      and a loss on warrant derivatives of $3,918,832 for the three month period
      ended
      March 31, 2006. At August 22, 2006, the registration statement is not
      effective.





There
      is
      no historical financial information about us upon which to base an evaluation
      of
      our performance. We are a development stage company and have not generated
      any
      revenues from our current operations. We cannot guarantee we will be successful
      in our new core business or in any business operations. Our business is subject
      to risks inherent in the establishment of a new business enterprise,
      specifically in the exploration of oil and gas reserves, including limited
      capital resources.





We
      have
      no assurance that future financing will be available on acceptable terms. If
      financing is not available on satisfactory terms, we may be unable to continue
      with our current business plan. If equity financing is available to us on
      acceptable terms, it could result in additional dilution to our existing
      stockholders.





Results
      of Operations for the Three Month Periods Ended March 31, 2006 and
      2005


18





From
      inception to March 31, 2006, we had a loss of $4,285,871, including loss on
      warrant derivates of $3,909,374.  Of this amount, $4,007,409, including
      loss on warrant derivates of $3,918,832, was generated in the three month period
      ended March 31, 2006, and $195,433, including gain on warrant derivates of
      $9,458, was generated during the fourth quarter of 2005.





Operating
      expenses increased from $1,012 for the three month period ended March 31, 2005
      to $88,577, exclusive of the loss on warrant derivates, for the comparable
      period in 2006. An analysis of the increases in the operating expenses and
      the
      relevant components is set forth below.





General
      and administrative expenses increased from $21,012 in the three month period
      ended March 31, 2005 to $87,222 in the same period in 2006. These costs include
      payroll costs related to our new officer of $37,109 and the amortization of
      the
      value of options granted to a director in February 2006 of $12,288. We incurred
      travel costs related to our investments in the North Sea exploration programs
      of
      $26,330. The balance of these expenses relate to office related costs.
      Professional fees were $1,355 during the three month period in 2006. We incurred
      no professional fees during the three month period in 2005.





Liquidity
      and Capital Resources





As
      of
      March 31, 2006, our total assets were $7,057,638, which included cash balances
      of $2,951,113. Our total liabilities were $9,661,370 including warrant
      derivative liability of $9,575,998. All of our liabilities were current,
      resulting in working capital of $2,921,366. However, we do not expect to pay
      the
      balance of the warrant derivative liability, as we expect that this liability
      will be transferred to equity when the registration statement covering the
      shares to be issued upon exercise is effective, when the warrants are exercised,
      or when the options lapse. As of December 31, 2005, our total assets were
      $950,509, of which $193,509 are current, and our total liabilities were
      $137,871, including the warrant derivative liability of $75,442. All of our
      liabilities are current. The increase in total assets is a result of an increase
      in cash from the sale of our equity units, $3 million of which was deposited
      to
      be used for future drilling costs in our North Sea oil and gas exploratory
      projects. During the year ended December 31, 2005, the Company sold equity
      units
      with net proceeds of $1,126,000, and in March 2006, the Company sold equity
      units with net proceeds of $5,938,000. Each of these equity unit sales consisted
      of one share of our common stock and a warrant to purchase one share of our
      common. The warrant exercise price of the warrants sold in 2005 was $1.20 per
      share and the warrant exercise price of the warrants sold in March 2006 is
      $1.00
      per share. Due to the registration rights agreement, the total proceeds of
      these
      offerings are recorded as warrant derivative liability.





Despite
      our negative cash flows from operation of $32,721 and $1,000 for the three
      month
      periods ended March 31, 2006 and 2005, respectively, and our minimum drilling
      costs associated with our oil and gas exploration participations of $2 million,
      net of the $3 million we currently have on deposit, we have been able to obtain
      additional operating capital through private equity funding sources.
      Management's plan includes the continued development and eventual implementation
      of our business plan. We have relied upon equity funding since
      inception.





As
      of the
      date of this Amended Quarterly Report, we have yet to generate any revenues
      from
      our business operations.





Plan
      of
      Operation for the Next Twelve Months





Since
      inception, we had funded our operations from the private placement of common
      stock and warrants. Although we expect that, during the next 12 months, our
      operating capital needs will be met by our current economic resources and,
      if
      required, by additional private capital stock transactions, there can be no
      assurance that funds required will be available on terms acceptable to us or
      at
      all. If we are unable to raise sufficient funds on terms acceptable to us,
      we
      may be unable to complete our business plan. If equity financing is available
      to
      us on acceptable terms, it could result in additional dilution to our existing
      stockholders.




Off-Balance
      Sheet Arrangements.





We
      have
      no off balance sheet arrangements at March 31, 2006.





Current
      Conditions





In
      November 2005, we entered an oil and gas exploration participation agreement
      related to the drilling of an exploratory wells on two sites in Nevada. Our
      initial payment on the agreement was $667,000, and we are obligated to
      participate in future drilling costs on these projects of at least $2 million.
      We are obligated to issue one million shares of our common stock for each ten
      million equivalent net barrels of proved reserves developed on one of these
      sites.


19





In
      December 2005, we entered into a participation agreement related to the drilling
      of an exploratory well on a prospect site in the North Sea. Our initial payment
      was $90,000, and our share of future minimum drilling costs on this site is
      $1.5
      million.





In
      January 2006, we entered into a participation agreement related to the drilling
      of an exploratory well on a second prospect site in the North Sea. Our initial
      payment was $75,000, and our share of future minimum drilling costs on this
      site
      is $1.5 million.





**Item
      3. Controls and Procedures**





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and the principal financial officer, we have
      conducted an evaluation of the effectiveness of the design and operation
      of


our
      disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
      under the Securities Exchange Act of 1934, as of the end of the period covered
      by this report. Based on this evaluation, our principal executive officer and
      principal financial officer concluded as of the evaluation date that our
      disclosure controls and procedures were effective such that the material
      information required to be included in our Securities and Exchange Commission
      reports is recorded, processed, summarized and reported within the time periods
      specified in SEC rules and forms relating to our company, including any
      consolidating subsidiaries, and was made known to us by others within those
      entities, particularly during the period when this


report
      was being prepared.





Additionally,
      there were no significant changes in our internal controls or in other factors
      that could significantly affect these controls subsequent to the evaluation
      date. We have not identified any significant deficiencies or material weaknesses
      in our internal controls, and therefore there were no corrective actions
      taken.


20





**PART
      II OTHER INFORMATION**





**Item
      6. Exhibits**





**Exhibit
                Number**
            
            **Description
                of Document**10.1
            
            Letter
                Agreement by and between Eternal Energy Corp. and International Frontier
                Resources Corporation Relating to Quad 41 and Quad 42 dated January
                30,
                2006 (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K
                filed on February 3, 2006).10.2
            
            Amended
                and Restated Letter Agreement by and between Eternal Energy Corp.
                and
                International Frontier Resources Corporation Relating to Quad 14
                dated
                January 30, 2006 (Incorporated by reference to Exhibit 10.2 of the
                Company’s Form 8-K filed on February 3, 2006).10.3
            
            Finder’s
                Fee Agreement by and between Eternal Energy Corp. and Taverham Company
                Ltd. dated January 30, 2006 (Incorporated by reference to Exhibit
                10.3 of
                the Company’s Form 8-K filed on February 3, 2006).10.4
            
            Form
                of Subscription Agreement (Incorporated by reference to Exhibit 10.1
                of
                the Company’s Form 8-K filed on March 8, 2006).10.5
            
            Form
                of Common Stock Purchase Warrant (Incorporated by reference to Exhibit
                10.2 of the Company’s Form 8-K filed on March 8, 2006).10.6
            
            Registration
                Rights Agreement (Incorporated by reference to Exhibit 10.3 of the
                Company’s Form 8-K filed on March 8, 2006).31.1
            *
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act32.1
            *
            Certification
                pursuant to Section 906 of the Sarbanes-Oxley
                Act





*Filed
      with this report.


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**SIGNATURES**





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




ETERNAL
              ENERGY CORP.(Registrant)August
              22, 2006
            
            /s/ 
BRADLEYM.
              COLBYBradley
                M. Colby
                President,
                  Chief Executive Officer, Secretary,
                Treasurer,
                  and Chief Financial Officer




22