UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1

     The purpose of this Amendment is to clarify the Issuer's Controls and
        Procedures in Item 3 and to conform Exhibits 31.1 and 31.2 with
                       Item 601(b)(31) of Regulation S-B.


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT  OF  1934

     For the quarterly period ended MARCH 31, 2006

[ ]  TRANSITION REPORT PURSUANT TO 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the transition period from ________ to  ________


                      Commission file number:     000-51488


                         PETROSEARCH ENERGY CORPORATION
        (Exact name of small business issuer as specified in its charter)


                   NEVADA                               20-2033200
     (State or other jurisdiction of        (IRS Employer Identification No.)
      incorporation or organization)


                           675 BERING DRIVE, SUITE 200
                                HOUSTON, TX 77057
                     (Address of principal executive offices)

                                 (713) 961-9337

                           (Issuer's telephone number)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).     Yes [_]  No [X]

Check whether the issuer: (i) 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 (ii) has been
subject to such filing requirements for the past 90 days.   Yes [X]     No [_]

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:  31,099,570 SHARES OF $0.001 PAR VALUE
COMMON STOCK OUTSTANDING AS OF MAY 9, 2006


Transitional Small Business Disclosure Format (check one): Yes  [_]   NO  [X]


<PAGE>
<TABLE>
<CAPTION>
                         PETROSEARCH ENERGY CORPORATION

                                   FORM 10-QSB/A

                      FOR THE QUARTER ENDED MARCH 31, 2006

                                      INDEX


PART I - FINANCIAL INFORMATION
<S>          <C>
    ITEM 1.  FINANCIAL STATEMENTS

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

    ITEM 3.  CONTROLS AND PROCEDURES


PART II--OTHER INFORMATION

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

    ITEM 6.  EXHIBITS


SIGNATURES
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
ITEM 1.       FINANCIAL  STATEMENTS


                                         PETROSEARCH ENERGY CORPORATION
                                           CONSOLIDATED BALANCE SHEETS
                                      MARCH 31, 2006 AND DECEMBER 31, 2005

     ASSETS                                                                          MARCH 31,     DECEMBER 31,
     -----                                                                          ----------     ------------
                                                                                        2006           2005
                                                                                        ----           ----
                                                                                     (UNAUDITED)    (SEE NOTE)
                                                                                     -----------    ----------
<S>                                                                                 <C>           <C>
Current assets:
  Cash                                                                              $ 1,960,093   $   4,052,844
  Accounts receivable:
    Joint owners, net of allowance of $83,073                                         1,164,932       1,344,344
    Oil and gas production sales                                                         60,335           9,345
  Prepaid expenses                                                                      548,099         517,482
                                                                                    ----------------------------

      Total current assets                                                            3,733,459       5,924,015
                                                                                    ----------------------------

Property and equipment:
Oil and gas properties, full cost method of accounting:
    Properties subject to amortization                                               12,494,824      11,849,520
    Properties not subject to amortization                                            6,617,580       3,513,597
    Other property and equipment                                                        147,047         147,047
                                                                                    ----------------------------

      Total property and equipment                                                   19,259,451      15,510,164

  Less accumulated depreciation, depletion and amortization                          (2,003,380)     (1,966,000)
                                                                                    ----------------------------

    Property and equipment, net                                                      17,256,071      13,544,164

Prepaid oil and gas costs                                                               241,189          81,603

Other assets                                                                             12,731          66,462
                                                                                    ----------------------------

      Total assets                                                                  $21,243,450   $  19,616,244
                                                                                    ============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
  Current portion of long-term debt                                                 $ 1,264,204   $     908,168
  Accounts payable                                                                      710,694         561,546
  Accrued liabilities                                                                   373,012         750,036
                                                                                    ----------------------------

    Total current liabilities                                                         2,347,910       2,219,750
                                                                                    ----------------------------
Long-term debt, net of current portion                                                2,190,056       2,537,251
Other long-term obligations                                                             669,229         670,456
                                                                                    ----------------------------
      Total liabilities                                                               5,207,195       5,427,457

Stockholders' equity:
  Preferred stock, par value $1.00 per share, 20,000,000 shares
  authorized:
    Series A  8% convertible preferred stock, 1,000,000 shares authorized; 483,416
    shares issued and outstanding at March 31, 2006 and December 31, 2005,
    respectively                                                                        483,416         483,416
    Series B convertible preferred stock, 100,000 shares authorized;                     43,000          43,000
    43,000 shares issued and outstanding
  Common stock, par value $0.001 per share, 100,000,000 shares                           31,068          28,497
  Authorized; 31,068,300 and 28,497,761 shares issued and outstanding at March
  31, 2006 and December 31, 2005, respectively.
  Additional paid-in capital                                                         21,324,355      18,089,828
  Unissued common stock                                                                       -         545,000
  Accumulated deficit                                                                (5,845,584)     (5,000,954)
                                                                                    ----------------------------

      Total stockholders' equity                                                     16,036,255      14,188,787
                                                                                    ----------------------------

      Total liabilities and stockholders' equity                                    $21,243,450   $  19,616,244
                                                                                    ============  ==============
<FN>
Note:  The balance sheet at December 31, 2005 has been derived from the audited financial statements at that
date but does not include all of the information and footnotes required by generally accepted accounting
principles for complete financial statements.

                                  See accompanying notes to unaudited condensed
                                        consolidated financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                         PETROSEARCH ENERGY CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005


                                                  2006          2005
                                              ------------  ------------
<S>                                           <C>           <C>
Oil and gas production revenues               $   121,914   $   654,164
                                              --------------------------

Operating costs and expenses:
  Lease operating and production taxes            161,690       177,060
  Depreciation, depletion and amortization         37,381       334,459
  General and administrative                      722,548       638,080
                                              --------------------------

    Total costs and expenses                      921,619     1,149,599
                                              --------------------------

Operating loss                                   (799,705)     (495,435)
                                              --------------------------

Other income (expense):
  Interest income                                  19,592           416
  Interest expense                                (64,517)      (49,303)
                                              --------------------------

    Total other income (expense)                  (44,925)      (48,887)

      Net loss                                $  (844,630)  $  (544,322)
                                              ============  ============

Basic and diluted net loss per common share   $     (0.03)  $     (0.03)
                                              ============  ============

Weighted average common shares                 29,327,487    18,144,067
                                              ============  ============
<FN>
                  See accompanying notes to unaudited condensed
                        consolidated financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                  PETROSEARCH ENERGY CORPORATION
                                          CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                            FOR THE THREE MONTHS ENDED MARCH 31, 2006

                                              SERIES A          SERIES B
                                          -----------------  ---------------                                             TOTAL
                         COMMON STOCK      PREFERRED STOCK   PREFERRED STOCK   ADDITIONAL    UNISSUED      ACCUM-        STOCK
                     -------------------  -----------------  ---------------    PAID-IN       COMMON       ULATED       HOLDERS
                       SHARES    AMOUNT   SHARES    AMOUNT   SHARES  AMOUNT     CAPITAL       STOCK       DEFICIT        EQUITY
                     ----------  -------  -------  --------  ------  -------  ------------  ----------  ------------  ------------
<S>                  <C>         <C>      <C>      <C>       <C>     <C>      <C>           <C>         <C>           <C>

Balance at
December 31,         28,497,761  $28,497  483,416  $483,416  43,000  $43,000  $18,089,828   $ 545,000   $(5,000,954)  $14,188,787
2005

Common Stock
issued for cash       1,928,576    1,929                                        2,698,078                               2,700,007

Common stock
issued  for oil and     500,000      500                                          544,500    (545,000)                        -0-
gas properties

Common Stock
issued - exercise       141,963      142                                          138,982                                 139,124
of warrants

Offering costs
related to private                                                               (147,033)                               (147,033)
placement

Net loss                                                                                                   (844,630)     (844,630)
                     ----------  -------  -------  --------  ------  -------  ------------  ----------  ------------  ------------

Balance at March
31, 2006             31,068,300  $31,068  483,416  $483,418  43,000  $43,000  $21,324,355   $       0   $(5,845,584)  $16,036,255
                     ==========  =======  =======  ========  ======  =======  ============  ==========  ============  ============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                    PETROSEARCH ENERGY CORPORATION
                                 CONSOLIDATED STATEMENT OF CASH FLOWS
                          FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005



                                                                                 2006         2005
                                                                             ------------  -----------
<S>                                                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS                                                                     $  (844,630)  $ (544,322)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
  Depletion, depreciation and amortization expense                                37,380      334,459
  Amortization of deferred compensation                                                -       18,750
  Amortization of deferred rent                                                   (1,227)           -
  Amortization of debt discount and financing costs                                8,841            -
CHANGES IN OPERATING ASSETS AND LIABILITIES:
  Accounts receivable                                                            128,422     (229,266)
  Amortization of financing costs                                                 10,722            -
  Prepaid expenses and other assets                                               12,392     (360,740)
  Accounts payable and accrued liabilities                                       (32,617)     (91,993)
                                                                             -------------------------

NET CASH USED IN OPERATING ACTIVITIES                                           (680,717)    (873,112)
                                                                             -------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures, including purchases and development of properties     (3,749,286)    (184,616)
  Prepayments for oil and gas properties, net                                   (159,586)           -
  Payments of accounts payable for property                                     (195,259)           -
                                                                             -------------------------

NET CASH USED IN INVESTING ACTIVITIES                                         (4,104,131)    (184,616)
                                                                             -------------------------

Cash flows from financing activities:
  Proceeds from the sale of common stock                                       2,692,097      620,812
  Proceeds from notes payable                                                               1,250,000
  Repayment of notes payable                                                                 (830,000)
                                                                             -------------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                      2,692,097    1,040,812
                                                                             -------------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          (2,092,751)     (16,916)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                               4,052,844    1,100,568
                                                                             ============  ===========

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   $ 1,960,093   $1,083,652
                                                                             ============  ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Interest paid                                                              $    90,695   $   24,885
                                                                             ============  ===========

  Income taxes paid                                                          $         -   $        -
                                                                             ============  ===========
<FN>
            See accompanying notes to unaudited condensed consolidated financial statements
</TABLE>


<PAGE>
                         PETROSEARCH ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   INTERIM  FINANCIAL  STATEMENTS
     ------------------------------

     The accompanying un-audited interim financial statements have been prepared
     without  audit pursuant to the rules and regulations of the U.S. Securities
     and  Exchange  Commission.  Certain  information  and  footnote disclosures
     normally  included  in  financial  statements  prepared  in accordance with
     accounting  principles  generally  accepted in the United States of America
     have  been  condensed  or  omitted, pursuant to such rules and regulations.
     These  unaudited consolidated condensed financial statements should be read
     in  conjunction  with the audited financial statements and notes thereto of
     Petrosearch  Energy Corporation (the "Company") for the year ended December
     31,  2005.  In  the  opinion  of management, all adjustments (consisting of
     normal  recurring adjustments) considered necessary for a fair presentation
     of financial position, results of operations and cash flows for the interim
     periods  presented  have  been  included. Operating results for the interim
     periods  are not necessarily indicative of the results that may be expected
     for  the  respective  full  year.

2.   INCOME  TAXES
     -------------

     The Company uses the liability method in accounting for income taxes. Under
     this  method,  deferred  tax assets and liabilities are determined based on
     differences  between financial reporting and income tax carrying amounts of
     assets  and  liabilities  and  are measured using the enacted tax rates and
     laws that will be in effect when the differences are expected to reverse. A
     valuation allowance, if necessary, is provided against deferred tax assets,
     based  upon  management's  assessment  as  to  their  realization.

     The  difference  between  the  34%  federal  statutory  income tax rate and
     amounts shown in the accompanying interim financial statements is primarily
     attributable  to the utilization of net operating loss carry-forwards and a
     valuation  allowance  recorded  against  net  deferred  tax  assets.

3.   CAPITAL  RAISE
     --------------

     On  February  8,  2006,  Petrosearch Energy Corporation completed a private
     placement  of  equity  securities  solely to accredited investors for total
     proceeds  of  $2,700,000  (the  "Offering").  Pursuant to the Offering, the
     Company issued 1,928,572 shares of the Company's common stock at a price of
     $1.40  per  share and 964,286 three year warrants to purchase shares of the
     Company's  common  stock  with  an exercise price of $2.00 per share to the
     accredited  investors. On February 3, 2006, the Company engaged a placement
     agent  to  handle  the Offering. At the time of closing, the Company paid a
     placement fee of 5% of the gross proceeds of the Offering. Additionally, at
     the  time  of  closing,  the  placement  agent  received 96,429 warrants to
     purchase  shares of the Company's common stock equal to 5% of the number of
     shares  of  common  stock issued to the accredited investors at the time of
     closing  of  the  Offering.  The warrants issued to the placement agent are
     exercisable  for three years and have an exercise price of $2.00 per share.
     The  shares  of  common stock and the shares of common stock underlying the
     warrants have piggyback registration rights. The Company intends to use the
     proceeds  of  the  Offering  for  working  capital  and  general  corporate
     purposes.

4.   PURCHASE  OF  INTERESTS  IN  OIL  AND  GAS  PROPERTIES
     ------------------------------------------------------

     BARNETT  SHALE,  5  COUNTIES,  TEXAS

     On  May  9,  2006,  the  Company  entered  into  a  Heads  of  Agreement
     ("ExxonMobil/Harding  Agreement")  with  Exxon  Mobil  Corporation, Harding
     Company,  Eagle Oil & Gas Co., PS Gas Partners, LLC, and Gas Partners, L.P.
     The  ExxonMobil/Harding  Agreement  addresses  the  economic  terms  of the
     project,  provides the alternative structure under which the new integrated
     venture  in  the  Barnett  Shale  Project  will  operate,  and provides the
     structure  within  which  the parties will negotiate definitive agreements.
     Formation  of  the  new integrated venture is conditioned upon execution of
     definitive agreements. The ExxonMobil/Harding Agreement also extends for 60
     days  Exxon  Mobil Corporation's preferential purchase rights and preserves
     all  Petrosearch's  legal  rights  under  the  Amended and Restated Program
     Agreement.

     The  First  Amended and Restated Program Agreement followed a June 29, 2005
     Lease Acquisition and Development Agreement between Exxon Mobil Corporation
     and  Harding  Company  and  a  Memorandum  of  Understanding  Regarding Gas
     Evacuation  from  ExxonMobil and Harding Barnett Shale E&P Venture covering
     the  project  (the  "ExxonMobil/Harding  Agreements").


<PAGE>
     At  the  time  of  the  execution of the First Amended and Restated Program
     Agreement, Harding had not obtained from ExxonMobil consent to transfer and
     a  waiver  of  Exxon/Mobil's a preferential purchase right set forth in the
     ExxonMobil/Harding agreement. At the time of the Company's execution of and
     initial funding under the First Amended and Restated Program Agreement, the
     Company did not have a direct contractual relationship with ExxonMobil. The
     Company  believed  that  all  conditions necessary to assign and convey the
     working  interest  from  Harding  had  been  met.  The Company subsequently
     learned  that  ExxonMobil  had  not  waived  the  contingencies  and  that
     ExxonMobil  desired  to  explore  possible alternative ownership structures
     beneficial  to  all concerned before making a determination with respect to
     the  preferential  right  to  purchase.

     In  the  event  that  the  parties  cannot formulate the Definitive project
     agreements  before 60 days from May 9, 2006, Exxon Mobil could exercise its
     preferential  purchase  right  which,  if  exercised,  would  prevent  the
     Company's participation in the project. In the event of such a loss of this
     opportunity  to  participate in the project, the Company's legal rights are
     not  prejudiced by the Heads of Agreement and the Company would then expect
     to  pursue  all  potential remedies available to us relating to the factual
     circumstances  surrounding  these  agreements.

     We  also signed a letter agreement ("Letter Agreement") on May 7, 2006 with
     Harding  Company  that  defines  the  terms  of  participation and interest
     between  Harding  Company and Petrosearch in the formation of a new venture
     entity.  The terms of the Letter Agreement are subject to the completion of
     the  definitive agreements as outlined in the ExxonMobil/Harding Agreement.

     QUINDUNO  FIELD,  ROBERTS  COUNTY,  TEXAS

     On November 15, 2005, the Company closed on an agreement to purchase a 100%
     working  interest  in 1780 acres of leases in the Quinduno Field located in
     Roberts  County,  Texas from Quinduno Energy, L.L.C. The agreement provided
     for  the  payment  of  the  purchase price of $2,000,000 cash and 3,000,000
     shares  of  unregistered  common  shares  of  the Company to occur in three
     phases  as  the project progresses. Should the project not proceed past the
     first phase, Petrosearch's maximum obligation would be $750,000 in cash and
     1,000,000  unregistered common shares plus the cost of capital expenditures
     for the first phase which are estimated to be $2,900,000. The project is in
     the  first phase of the water flood. Upon completion of the entire project,
     the  seller  will  back in for a 10% working interest after Petrosearch has
     been  repaid  all  capital  expenditure  costs  plus  $9.5  million.

     LODGEPOLE  REEF,  STARK  COUNTY,  NORTH  DAKOTA

     Effective  September  28,  2005,  the  Company  purchased  a 21.25% working
     interest in the Gruman #18-1 Well and Gruman Leases for $637,500 increasing
     the  Company's  working  interest  in  the  properties  to  85%.

5.   AMENDED  AND  RESTATED  REVOLVING  CREDIT  AGREEMENT
     ----------------------------------------------------

     On  September  29,  2005,  the Company entered into an amended and restated
     revolving  credit  agreement  to  borrow  up to $10,000,000 over a two-year
     period  to  October  1,  2007,  from a private, non-public entity. The note
     matures  on  April  1,  2008. As of March 31, 2006, the balance outstanding
     under  the  line of credit agreement was $3,525,000, $1,264,204 of which is
     due  in  the  next  twelve  months.

6.   STOCK  WARRANTS
     ---------------

     In  the  past, the Company has periodically issued incentive stock warrants
     to  officers,  executives, directors, and consultants to provide additional
     incentives  to promote the success of the Company's business and to enhance
     the  ability  to  attract and retain the services of qualified persons. The
     issuance  of such warrants has been approved by the Board of Directors. The
     exercise  price of a warrant granted is determined by the fair market value
     of  the  stock  on  the  date  of  grant.


<PAGE>
     In  December 2004, the FASB issued SFAS 123(R), which is a revision of SFAS
     123.  SFAS 123(R) requires all share-based payments to employees, including
     grants  of  employee  stock  options,  to  be  recognized  as  stock-based
     compensation expense in the Company's Consolidated Statements of Operations
     based  on  their  fair  values.  Proforma  disclosure  is  no  longer  an
     alternative,  as  was  permitted  by  SFAS  123.  Until the adoption of the
     provisions of SFAS 123(R) on January 1, 2006, the Company elected to follow
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees"  (APB  25)  and  related  Interpretations  in accounting for its
     employee  stock  options  and  warrants  because the alternative fair value
     accounting  provided  for  under  FASB  Statement  No. 123, "Accounting for
     Stock-Based  Compensation",  required  use  of option valuation models that
     were  not  developed for use in valuing employee stock options or warrants.
     Under APB 25, if the exercise price of the Company's employee stock options
     is greater than or equal to the market price of the underlying stock on the
     date  of  grant,  no  compensation  expense  was  recognized.

     Currently,  the Company has no plans to issue stock warrants to any parties
     other  than  in  financing  arrangements  with third parties. Consequently,
     based  on  current  plans,  the adoption of SFAS 123(R)'s fair value method
     will  not  have  a  significant  impact  on the Company's future results of
     operations  or  financial  position.  The  adoption of SFAS 123(R) will not
     result  in  any compensation charges in 2006 related to options outstanding
     at  December 31, 2005, because all employee stock options were vested as of
     December  31,  2005.  There was no compensation expense related to warrants
     during  the  three  month  periods  ended  March  31,  2006  and  2005.

     Although  it  is  no  longer  required, due to the adoption of SFAS 123(R),
     proforma  information  regarding  net  income  and  earnings  per share was
     required  by  Statement 123 and 148 (included for purposes of 2005 proforma
     comparison),  and  has  been determined as if the Company had accounted for
     its  employee  stock  warrants  under  the  fair  value  method  of  these
     Statements. For warrants granted to employees or directors during the three
     months  ended  March 31, 2006 and 2005, the fair value of such warrants was
     estimated  at  the date of grant using a Black-Scholes option-pricing model
     with  the  following  assumptions:

<TABLE>
<CAPTION>
                          MARCH              MARCH
                          31, 2006           31, 2005
                          -----------------  --------------
<S>                       <C>                <C>
     Dividend yield                  - 0 -           - 0 -

     Expected volatility                70%           180 %

     Risk free interest               3.00%           2.25%

     Expected lives            2 - 4 years         3 years
</TABLE>

     The  Black-Scholes  option  valuation  model  was  developed  for  use  in
     estimating  fair  value  of traded options or warrants that have no vesting
     restrictions  and  are  fully  transferable.  In addition, option valuation
     models  require  the  input  of highly subjective assumptions including the
     expected  stock  price  volatility.  Because  the  Company's employee stock
     warrants  have characteristics significantly different from those of traded
     options,  and  because  changes  in  the  subjective  input assumptions can
     materially  affect  the  fair  value estimate, in management's opinion, the
     existing models do not necessarily provide a reliable single measure of the
     fair  value  of  its  employee  stock  warrants.

     For  purposes  of  proforma  disclosures,  the  estimated fair value of the
     warrants is included in expense over the vesting period or expected life of
     the  warrant.


<PAGE>
<TABLE>
<CAPTION>
                                                    THREE  MONTHS  ENDED
                                                    MARCH  31,

                                                            2005
                                                    --------------------
<S>                                                 <C>
     Net income (loss), as reported                 $          (544,322)
     Less stock-based compensation calculated in
     accordance with SFAS 123                                  (540,000)
                                                    --------------------

     Proforma net loss                                       (1,084,322)
                                                    ====================
     Basic and fully diluted net income (loss) per
     common share, as reported                      $             (0.03)
                                                    ====================
     Basic and fully diluted proforma net loss per
     common share                                   $             (0.06)
                                                    ====================
</TABLE>

     A summary of the Company's warrant activity and related information for the
     three  months  ended  March  31,  2006  follows:

<TABLE>
<CAPTION>
                                                                        WEIGHTED
                                    NUMBER OF                            AVERAGE
                                  SHARES UNDER         EXERCISE         EXERCISE
                                     WARRANT             PRICE            PRICE
                                  -------------       -----------       ---------
<S>                               <C>                 <C>               <C>
     Balance outstanding at
       December 31, 2005             8,495,045        $0.98-$9.75       $    3.57

       Issued                        1,060,715        $      2.00       $    2.00
       Exercised                      (142,462)       $      0.98       $    0.98
                                  -------------

     Balance outstanding at
       March 31, 2006                9,413,298        $0.98-$9.75       $    3.43
                                  =============
</TABLE>


<PAGE>
     A  summary  of  outstanding stock warrants at March 31, 2006 is as follows:

<TABLE>
<CAPTION>
                                                               WEIGHTED
      NUMBER OF                      REMAINING                  AVERAGE
     COMMON STOCK                    CONTRACTED    EXERCISE    EXERCISE
     EQUIVALENTS   EXPIRATION DATE  LIFE (YEARS)     PRICE       PRICE
     ------------  ---------------  ------------  -----------  ---------
<S>                <C>              <C>           <C>          <C>

          488,312      August 2006           .42  $      0.98  $    0.98
           92,308    November 2008          2.67  $      0.98  $    0.98
          615,385   September 2006           .44  $      1.63  $    1.63
           76,923    November 2008          2.67  $      1.63  $    1.63
        1,076,923    November 2006           .67  $      9.75  $    9.75
          211,538    February 2007          1.92  $      9.75  $    9.75
           30,769       March 2007          1.00  $      9.75  $    9.75
          300,000       April 2007          1.09  $      9.75  $    9.75
          161,538         May 2007          1.17  $6.50-$9.75  $    7.27
           76,923        July 2007          1.25  $5.20-$6.50  $    6.24
          269,231   September 2007          1.42  $4.88-$5.20  $    5.15
          100,000    November 2007          1.67  $      2.00  $    2.00
           20,000      August 2008          2.37  $      1.95  $    1.95
        4,832,733    November 2008          2.67  $      1.95  $    1.93
        1,060,715    February 2009          3.91  $      2.00  $    2.00
     ------------

        9,413,298
     ============
</TABLE>

7.   RELATED  PARTY  TRANSACTIONS
     ----------------------------

     During  the  three  months ended March 31, 2006 there were no related party
     transactions.

8.   NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES
     -----------------------------------------------

     During  the three months ended March 31, 2006 and 2005, the Company engaged
     in  non-cash  financing  and  investing  activities  as  follows:

<TABLE>
<CAPTION>
                                                        2006      2005
                                                      --------  --------
<S>                                                   <C>       <C>
     Reduction of prepaid services for development
       of oil and gas properties                      $      -  $  4,476
                                                      ========  ========

     Increase in accounts payable for property costs  $      -  $956,895
                                                      ========  ========

     Purchase of property for stock                   $545,000  $      -
                                                      ========  ========
</TABLE>

9.   EARNINGS  PER  SHARE
     --------------------

     The  Company  has  adopted  SFAS No. 128, which provides for calculation of
     "Basic" and "Diluted" earnings per share. Basic earnings per share includes
     no  dilution  and  is  computed  by dividing net income available to common
     shareholders  by  the  weighted  average  common shares outstanding for the
     period.  Diluted  earnings  per  share  reflect  the  potential dilution of
     securities  that  could share in the earnings of an entity similar to fully
     diluted  earnings  per  share.

     Following  is  a  reconciliation  of the numerators and denominators of the
     basic  and  diluted  EPS  computations for the three months ended March 31,
     2006  and  2005:


<PAGE>
<TABLE>
<CAPTION>
                                                    2006            2005
                                               --------------  --------------
<S>                                            <C>             <C>
     Net loss                                  $    (844,630)  $    (544,322)
     Less:  Preferred stock dividends                 (9,668)         (9,668)
                                               ------------------------------

     Net loss available to common
       stockholders (numerator)                $    (854,298)  $    (553,990)
                                               ==============  ==============

     Weighted average shares of common stock
       (denominator)                              29,327,487      18,144,067
                                               ==============  ==============

     Basic and diluted net loss per share      $       (0.03)  $       (0.03)
                                               ==============  ==============
</TABLE>

10.  SUBSEQUENT  EVENTS
     ------------------

     On April 7, 2006 the Company drew down $1,800,000 from its revolving credit
     facility.  Proceeds  of  the credit line are to be used to finance activity
     related  to  the designated eight prospects including costs associated with
     acquisitions  of  oil  and  gas  leases,  oil  and gas drilling, reworking,
     production,  transportation,  marketing  and  plugging activities under the
     leases,  and  all  lender  charges and fees. Advances under the amended and
     restated  revolving  credit  agreement  bear interest at a rate of the Wall
     Street Journal Prime Rate plus three percent (3%) per year. Each advance of
     principal  under  the amended facility is treated as a separate loan and is
     repayable  in  six  (6) interest only installments followed by up to twenty
     four  (24)  principal  and  interest  installments  based  upon  a 30-month
     amortization.  The  principal balance outstanding on the credit facility as
     of  May  9,  2006  is  $5,207,500.

     On May 5, 2006 the Company sold its 1,500,000 shares of Texcomm Stock for a
     total  of  $1,000,000.  The  Company  acquired  the shares in November 2003
     pursuant  to  a  merger  and  a  sale  of  a  subsidiary.

     On  May  9,  2006,  the  Company  entered  into  a  Heads  of  Agreement
     ("ExxonMobil/Harding  Agreement")  with  Exxon  Mobil  Corporation, Harding
     Company,  Eagle Oil & Gas Co., PS Gas Partners, LLC, and Gas Partners, L.P.
     The  ExxonMobil/Harding  Agreement  addresses  the  economic  terms  of the
     project,  provides the alternative structure under which the new integrated
     venture  in  the  Barnett  Shale  Project  will  operate,  and provides the
     structure  within  which  the parties will negotiate definitive agreements.
     Formation  of  the  new integrated venture is conditioned upon execution of
     definitive agreements. The ExxonMobil/Harding Agreement also extends for 60
     days  Exxon  Mobil Corporation's preferential purchase rights and preserves
     all  Petrosearch's  legal  rights  under  the  Amended and Restated Program
     Agreement.

     We  signed  a  letter  agreement  ("Letter  Agreement") on May 7, 2006 with
     Harding  Company  that  defines  the  terms  of  participation and interest
     between  Harding  Company and Petrosearch in the formation of a new venture
     entity.  The terms of the Letter Agreement are subject to the completion of
     the  definitive agreements as outlined in the ExxonMobil/Harding Agreement.


<PAGE>
ITEM 2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS

                           FORWARD LOOKING STATEMENTS

Statements contained herein and the information incorporated by reference herein
may  be  forward-looking  statements  within  the  meaning of Section 21E of the
Securities Exchange Act of 1934 (the "Exchange Act"). Forward-looking statements
can  be  identified  by  the use of forward-looking terminology such as, but not
limited  to,  "may,"  "will,"  "expect,"  "anticipate,"  "estimate," "would be,"
"believe,"  or  "continue"  or  the  negative  or other variations of comparable
terminology.  We  intend  such  forward-looking  statements to be covered by the
safe  harbor  provisions  applicable  to forward-looking statements contained in
Section 21E of the Exchange Act. Such statements (none of which is intended as a
guarantee  of  performance)  are  subject  to  certain  assumptions,  risks  and
uncertainties,  which  could  cause  our  actual future results, achievements or
transactions  to  differ  materially  from  those projected or anticipated. Such
risks  and  uncertainties  are  set  forth  herein.

Forward-looking  statements  include  statements  concerning  plans, objectives,
goals,  strategies, future events, or performance and underlying assumptions and
other  statements,  which  are  other than statements of historical facts. These
statements are subject to uncertainties and risks including, but not limited to,
product  and  service  demands  and  acceptance, changes in technology, economic
conditions, the impact of competition and pricing, and government regulation and
approvals.  Petrosearch  cautions  that  assumptions, expectations, projections,
intentions,  or  beliefs about future events may, and often do, vary from actual
results and the differences can be material. Some of the key factors which could
cause  actual  results to vary from those Petrosearch expects include changes in
natural  gas  and  oil  prices,  the  timing  of  planned  capital expenditures,
availability  of  acquisitions,  uncertainties in estimating proved reserves and
forecasting  production  results, operational factors affecting the commencement
or  maintenance  of  producing  wells,  the  condition  of  the  capital markets
generally,  as  well  as our ability to access them, and uncertainties regarding
environmental  regulations  or  litigation  and  other  legal  or  regulatory
developments  affecting  our  business.

Our  expectations,  beliefs  and projections are expressed in good faith and are
believed  to  have  a  reasonable  basis,  including  without  limitation,  our
examination  of  historical  operating trends, data contained in our records and
other  data  available  from  third parties. There can be no assurance, however,
that  our  expectations,  beliefs or projections will result, be achieved, or be
accomplished.  Readers  are  cautioned  not  to  place  undue  reliance on these
forward-looking  statements,  which  speak  only  as  of  the  date  hereof.  We
undertake  no  duty  to  update  these  forward-looking  statements.

OVERVIEW

We  were  founded  on  the  belief  that,  despite  the  steady  decline of U.S.
hydrocarbon  reserves  and  production  during  the  past  three  decades,  the
consolidation  and  restructuring  of  the  upstream  portion of the oil and gas
industry (including exploration, drilling and production) had left a significant
number  of valuable oil and gas prospects and projects available for acquisition
and  development  throughout  North  America.

We  continue  to  implement  our  business  plan  which  is to find high quality
prospects  and  projects  and  provide  the  capital,  along with the technical,
operational  and  administrative  support  and  management  oversight, needed to
develop  the  projects.  We  have  increased  our SEC PV-10 proved reserves from
$13.7  million as of December 31, 2004 to $46.5 million as of December 31, 2005.
We  have  also  successfully  improved  the  quality  of  our portfolio and have
acquired  assets  that  have  multiple  year  growth  potential that allow us to
efficiently control the amount and timing of our capital expenditures.   In 2006
we  plan  to  focus on the development of our high quality properties which will
have  a  significant  impact  on  our  production,  revenues  and  cash  flows.


<PAGE>
In  late  2005  and  early  2006 we entered into two agreements, for significant
resource projects that we believe will have a major impact on our future growth.
The  first project includes the purchase on November 15, 2005, of a 100% working
interest in a waterflood project consisting of 1,755 acres in the Quinduno Field
located  in  Roberts  County,  Texas.

The  second  project  is  the  Barnett  Shale  project  covered  by  the
ExxonMobil/Harding  Agreement  as  described  herein.  The  ExxonMobil/Harding
Agreement  addresses  the  economic  terms  of  the  project,  provides  the
alternative  structure  under  which  the  new integrated venture in the Barnett
Shale  Project  will  operate,  and  provides  the  structure  within  which the
parties  will  negotiate  definitive  agreements.   Formation  of  the  new
integrated  venture  is  conditioned  upon  execution  of definitive agreements.
These  Agreements  provide  for our participation with Harding Company and other
oil  and  gas  companies  in  the  development  of  an  Area  of Mutual Interest
representing a total of 1.6 million acres of Barnett Shale lands located in five
North  Texas  Counties.

Should  the  parties  not be able to formulate the Definitive project agreements
before  60  days  from  May  9, 2006, ExxonMobil could exercise its preferential
purchase  right  which, if exercised, would prevent the our participation in the
project.  In  the event of such a loss of this opportunity to participate in the
project,  our  legal rights are not prejudiced by the Heads of Agreement and the
Company  would  then  expect  to  pursue  all potential remedies available to us
relating  to  the  factual  circumstances  surrounding  these  agreements.

We  also  signed  a  letter  agreement  ("Letter Agreement") on May 7, 2006 with
Harding  Company  that  defines  the terms of participation and interest between
Harding  Company  and Petrosearch in the formation of a new venture entity.  The
terms  of  the  Letter Agreement are subject to the completion of the definitive
agreements  as  outlined  in  the  ExxonMobil/Harding  Agreement.

LIQUIDITY  AND  CAPITAL  RESOURCES

Since  inception,  we  have  primarily financed our operating and investing cash
flow  needs  through  private offerings of equity securities, sales of crude oil
and  natural  gas,  and  the use of debt instruments such as corporate bonds and
revolving  credit  facilities.  The  proceeds  from, and the utilization of, all
these  methods have been and Management believes will continue to be, sufficient
to  keep the operations funded and the business plan moving forward.  We plan to
continue  to  utilize  these methods to access capital in order to implement our
business  plan,  which  we  believe  will be an effective vehicle to enlist more
independent  oil  and  gas professionals to participate with us and will attract
high  quality  projects.

FINANCIAL ADVISORS

On  December  21,  2005,  we engaged the Corporate Finance Division of Macquarie
Securities  (USA)  Inc. as an exclusive financial advisor.  Macquarie's services
will  be utilized in connection with debt or equity transactions the Company may
contemplate.

PRIVATE  PLACEMENTS

In  February  2006,  we completed sales of $2.7 million of our common stock in a
private offering.  We received net proceeds of approximately $2.56 million which
are  to  be  used  for  general  corporate  purposes,  including the drilling of
projects  in  our  prospect  inventory.

REVOLVING  CREDIT  AGREEMENT

On  September  29,  2005,  the  Company  entered  into  an  amended and restated
revolving credit agreement to borrow up to $10,000,000 over a two-year period to
October  1,  2007,  from a private, non-public entity. As of March 31, 2006, the
balance  outstanding  under  the  line  of  credit  agreement  was  $3,525,000,
$1,264,204  of  which  is  due  in  the  next  twelve  months.


<PAGE>
PROJECT  FINANCING  AND  RIGHT  OF  FIRST  REFUSAL

On  January  11,  2006,  we  entered into an Agreement with Rock Energy Partners
("Rock")  covering  the  geographic  areas  of  current  operations in Jefferson
County,  Mississippi  and Colorado County, Texas affecting the Company and Rock,
including  agreements  and  stipulations  regarding  future  operations in those
geographic  areas,  the  terms  under  which  future exploration and development
participation  opportunities shall be offered by the Company to Rock, and agreed
procedures  for  conducting  internal audits and accounting reconciliations.  As
part of the transaction with Rock, the parties have executed an Amended Right of
First  Refusal  Agreement (the "Amended ROFR") which replaces the previous Right
of  First  Refusal  Agreement  between the Company and Rock which was entered in
March  2004  (the  "ROFR").

The Amended ROFR has more limited applicability to our various projects than the
ROFR.  While  the  original  agreement  required  all  of  our  prospects  to be
presented  to  Rock for consideration by Rock, the Amended ROFR does not require
that  all  our prospects be offered to Rock for participation.  The Amended ROFR
also  does  not  require  that we offer to Rock prospects in any specified area,
although  the  parties  have separately stipulated to certain specified areas of
mutual  interest  in  the  Mississippi  and  Colorado  County  areas  based upon
historical  operations  in  those  areas.  The Amended ROFR permits us to decide
which  projects  will  be  offered  to  Rock,  so  long as the projects actually
presented  are projects in which the Company owns or intends to retain a minimum
of  ten  percent  (10%)  of  the  project  interest  available  to  the Company.

Under  the Amended ROFR, Rock's percentage participation is limited to the range
between  ten percent (10%) minimum participation and forty percent (40%) maximum
participation.   The  minimum  and maximum participation limits are proportional
to  the  interest  available  to the Company.  The Amended ROFR also calls for a
minimum  funding  commitment required from Rock equal to $3,000,000 per year for
new  projects,  without the right to carry over to any subsequent year as credit
expenditures  above the minimum required commitment for that year.  Rock is also
obligated  to  spend  up  to $8,800,000 for the drilling of one new well and one
well  re-entry  to  test the deep Wilcox at the SW Garwood prospect during 2006.
This  obligation  of  Rock's will cover 100% of the capital requirements for the
two  projects.

The  Amended  ROFR provides that the Company to retain in each prospect which is
accepted  by  Rock  a  twenty-five  percent  (25%) reversionary interest in each
interest  assigned  to  Rock, with the reversion to take effect upon "payout" or
recoupment  of  Rock's  development  costs  net  to  that  interest.

OTHER  FINANCING  OPPORTUNITIES

We  are  currently  in  discussions  with  several investment groups which could
result  in  additional  sources  of  capital  in  the  future.

DRILLING  PARTNERSHIPS

We  continue  to  strive to develop relationships with institutional or high net
worth  individuals  to  participate  in our prospects.  Management believes this
will reduce our capital risk and increase the diversity of the projects in which
we  use  our  own  capital.  We  intend  to establish these drilling partnership
relationships  with  terms  that  are  standard  in  the  oil  and gas industry.


<PAGE>
CURRENT  PROJECTS  AND  CAPITAL  REQUIREMENTS

BARNETT  SHALE  PROJECT  - In February 2006, we entered into a First Amended and
Restated  Program Agreement (the "First Amended and Restated Program Agreement")
with  Harding  Company (Dallas, Texas) which provides for our participation with
Harding Company and other oil and gas companies in the development of an Area of
Mutual Interest representing a total of 1.6 million acres of Barnett Shale lands
located in five North Texas Counties.  The first well was spudded on February 8,
2006, in Tarrant County, Texas, casing was cemented at 9,264 feet total depth on
March  4th,  and  this  initial  well  is  awaiting  fracture  stimulation  and
completion.  The  second  well  in the project was spudded on March 15, 2006, in
Ellis  County  and is drilling at 11,460 feet as of this filing. This project is
subject  to  the pending resolution of all matters relating to the First Amended
and  Restated  Program  Agreement  between  the  Company  and  Harding,  and the
contingencies  set  forth  in  the  ExxonMobil/Harding  Agreement  as previously
described  herein.

NORTH TEXAS/PANHANDLE WATER FLOOD PROJECT - In November 2005, we acquired a 100%
working  interest in 1,755 acres in the Quinduno Field in Roberts County, Texas,
in  the Anadarko Basin. The Company's working interest reduces to 90% at payout,
including  the cost of acquisition. Proved reserves are estimated by Ryder Scott
to be  2.0 MMbo and 1.1 Bcf of gas with an SEC  PV-10 value of $33.7 million (at
December  31,  2005). The purchase price (in November 2005) equated to $3.37 per
proved  barrel of oil equivalent (boe) based on a conversion factor of 6 Mcf/bo.
As  operator, we intend to extract the reserves through conventional water flood
technology.  The  first  phase  of  the  project  began  in  March 2006 with the
drilling of a new well, the Maddox #42, for production to a depth of 4,495 feet.
An  unexpected  oil  saturated  fourteen  foot limestone interval was found, and
tested,  approximately  180 feet below the top of the target water flood horizon
(Lower  Albany  Dolomite).  The  reservoir  appears to be normally pressured and
does not appear to have been produced in the past.  The well was completed April
13,  2006,  and  is  producing  at  the rate of approximately 8 to 12 BOPD. As a
result  of  this  new zone discovery, the company is evaluating plans to develop
the  zone  without interfering with the planned water flood development.  During
2006,  a  minimum  of 4 old wells will be converted to injection wells and water
injection  will  begin.

SW  GARWOOD,  COLORADO  COUNTY,  TEXAS  - The initial well on this prospect, the
Pintail  #1,  completed in the Upper Wilcox in December 2004, is expected to pay
out  by  the  end  of the second quarter of 2006 from the first of 5 potentially
productive  zones. The well is currently producing approximately 467 Mcfd with 7
barrels of condensate. After payout we will back-in for 33-1/3% working interest
until payout of all project money spent to-date, including acquisition costs, at
which  time  our  working  interest  will  reduce  to  13.33%.

The second well, Pintail Flats #1, was completed and fracture stimulated in May,
2005  in the deepest sands penetrated by the well in the Lower Wilcox formation.
Completion  problems  resulting from the fracture treatment have resulted in the
well  performing below expectations (producing approximately 170 Mcfd) from this
zone.  The  well  has  an additional 5 potentially productive zones in the Lower
Wilcox  and  3  in  the Upper Wilcox. An engineering review of available data to
determine  the  best  way to maximize the production rate from the well has been
completed.  Plans are being made to re-complete and stimulate the well in 3 or 4
of  the  shallower  Lower  Wilcox  zones  by  the  end  of  the  second quarter.

Net  proved  reserves  for this project, as estimated by Ryder Scott Company are
1.2  Mbo  and  642  MMcf of natural gas.  Of the 2,402 acres in the prospect, we
have:  20%  working interest in approximately 240 acres; 33.33% working interest
after payout on a well by well basis in 1,018 acres that reduces to 13.33% after
project  payout; 33.33% working interest after payout on a well-by-well basis in
640  acres  that reduces to 18.33% at project payout; and 21.5% working interest
after  payout  on  a  well  by well basis in 444 acres that reduces to 19.25% at
project  payout.  The  cost  of  the  two  existing wells has been funded by our
drilling  partner.


<PAGE>
BUENA  VISTA,  JEFFERSON COUNTY, MISSISSIPPI - We fracture stimulated and tested
approximately 80 feet of potentially productive sands at the base of the Hosston
zone  without establishing commercial production in the Phillips-Burkley #1 well
during  2005.  The  presence  of  gas  was established but production rates were
non-commercial.  These  sands  have  been  abandoned  and  we  plan  to test and
complete  the  well  in  a  portion  of  approximately  280  feet of potentially
productive  Hosston  sands  up-hole,  which  appear  to  have superior reservoir
properties compared to the sands already tested. We plan to complete the work by
the  end  of  June.

The  Phillips-Burkley  #  1,  an exploratory gas well on a leasehold position of
7,481  acres,  has  been funded by our drilling partner. We are the operator and
have  a 50% working interest in the well and acreage. If commercial reserves can
be  established,  the  structure could support in excess of 22 additional wells.

AIRPORT  PROSPECT,  WOODWARD  COUNTY,  OKLAHOMA  -  We  farmed out this 640-acre
prospect in November 2005 and retained a 10% working interest. The initial well,
the  Corbett  N  13  #1 was spudded on March 7, 2006, and reached total depth of
8,323  feet  in  the Morrow Sands on March 27, 2006. Three sands were perforated
and  tested  gas.  The  well  is  currently  awaiting  fracture  stimulation.

PROJECTS  ASSOCIATED  WITH  REVISED  CREDIT  AGREEMENT

GRUMAN PROSPECT, STARK COUNTY, NORTH DAKOTA - In September 2005, we purchased an
additional  21.25%  working  interest, giving us an 85% working interest in this
Lodgepole  Reef oil well. On March 28, 2006, we spudded a well (the Gruman 18-3)
intended to be either an increased density well or a water injection well, updip
of  the  Gruman  18-1.  The  well reached total depth of 9.890 feet on April 14,
2006,  and  is  being  completed  as  an  injection  well.

Proved  developed  reserves  in  the  prospect  to  our  share of the well as of
December  31,  2005,  are  309 Mbo and 82 MMcf of natural gas, as estimated by a
third  party  engineering  firm,  McCartney  Engineering,  LLC.

RODNEY  ISLAND,  TENSAS  PARISH,  LOUISIANA  -  In  October  2005,  we took over
operations  of  the  Harper  Z-1  well  on  the  Rodney Island prospect from the
previous  operator  after  casing  was  set  and  cemented.  Downhole mechanical
difficulties  hindered our attempt to complete the well, which was directionally
drilled  to  a  measured  depth of 11,701 feet (vertical depth = 9,373 feet) and
logged  approximately 19 feet of oil sand in the Tuscaloosa Massive Sand. We are
now  finalizing  our well program and rig selection for sidetracking the well to
improve  wellbore  conditions. We expect the work to be done by the end of July.

Re-mapping  based  on  the additional data from the Harper Z-1 well indicates as
many  as  2 additional proved locations and 3 other identified locations.  Ryder
Scott estimates proved reserves net to our share as of December 31, 2005 to be -
49.4 Mbo and 26 MMcf. We have a 25% working interest before payout in the Harper
Z-1  well  and  18.75% working interest after payout.  We have an 18.75% working
interest  in  all  additional  wells.

TAIT PROJECTS - COLORADO COUNTY, TEXAS - This is a natural gas prospect with the
potential  of up to 7 locations on 1,250 net acres. The prospects consist of two
primary  targets  in the Upper Wilcox at approximately 10,000 feet.  All acreage
has  been  leased  and  we  have  acquired  and analyzed 3-D seismic data on the
prospect.  The  initial well, the Sealy #1, was spudded April 25 and is drilling
near total projected depth of 10,900 feet. Four wells in the project are planned
for  2006.  We  have  a  10%  non-operated  working  interest.

BURLESON  COUNTY,  TEXAS,  PROJECTS  --  A  multi-well  natural gas project that
includes  a  total  of 15 development and step-out locations in the Austin Chalk
and  Georgetown  formations  at  approximately  10,000  feet vertical depth on a
targeted  leasehold position of approximately 11,000 acres, with 7,361 net acres
having  been  leased. Horizontal wells are planned with total measured length of
approximately  13,000  feet.  The  initial  well is planned to be spudded in the
third  quarter of 2006 with a second well planned in the fourth quarter of 2006.
We  will  have  a  37.5%  non-operated  working  interest  in  the  project.


<PAGE>
MISSISSIPPI  TUSCALOOSA  PROJECTS  --  We  have  identified  five Tuscaloosa oil
prospects  in  the  Mississippi Inland Salt Basin, in Yazoo County, comprising a
maximum  of  2,295  acres  and  up  to  18  potential drilling locations.  Eight
locations  are  planned  to be drilled in 2007, ranging from 6,150 feet to 7,500
feet  in  depth.  Approximately  55%  of  the  required acreage has been leased.
Seismic  data  on  the prospects has been reprocessed and confirmed our original
geological  analysis. We own 100% of the prospects and will operate the project.

RESULTS  OF  OPERATIONS

The  following discussion and analysis of our financial condition and results of
operations  should  be  read  in  conjunction  with the financial statements and
accompanying  notes  and  the other financial information appearing elsewhere in
this  filing.

The  factors  that  most significantly affect our results of operations are: (i)
the  sale  prices  of  crude  oil and natural gas; (ii) the amount of production
sales; and (iii) the amount of lease operating expenses. Sales of production and
level  of  borrowings  are  significantly impacted by our ability to maintain or
increase  production  and  reserves from existing oil and gas properties through
exploration  and  development  activities.

FOR  THE  THREE  MONTHS  ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED
MARCH  31,  2005

REVENUES

Consolidated oil and gas production revenue for the quarter ended March 31, 2006
was $121,914 versus $654,164 for the quarter ended March 31, 2005.  The decrease
was  primarily  due to our North Dakota well being down from October, 2005 until
March,  2006  as  a  result  of the pump being down.  However, we have drilled a
9,900  foot increased density well into the base of the productive reef in April
2006  for  the  purpose  of  re-pressuring  the  reservoir  and  increasing  the
production  of  the  well.  We  are currently awaiting the completion of the new
well.

Other projects that may have a near term affect on our revenues are 1) the first
well  in  the SW Garwood project should payout in the second quarter of 2006, 2)
the first well in the Rodney Island project will be sidetracked and completed in
the  second  quarter  of  2006,  3) the first well in the Tait prospect is being
drilled  and we expect completion in the second quarter of 2006, 4) in the Buena
Vista,  Mississippi prospect, we plan to test and complete the well in a portion
of approximately 280 feet of potentially productive Hosston sands up-hole, which
appears  to  have  superior  reservoir  properties compared to the sands already
tested.

The  decrease  in  revenue  can also be attributed to the sale of our Blue Ridge
Field  property  in  Fort  Bend  County,  Texas  effective  July  1, 2005, which
previously  accounted  for  an  average  of  1,845  barrels  of oil per month of
production.

Our  revenue  will  principally be dependent upon the success of the acquisition
and  development  of  future  quality  prospects as well as the market price for
crude  oil  and  natural  gas.

LEASE  OPERATING  AND  PRODUCTION  TAX  EXPENSE

Lease operating and production tax expense for the quarters ended March 31, 2006
and 2005 were $161,690 and $177,060, respectively.  These expenses relate to the
costs that are incurred to operate and maintain our wells and related production
equipment,  including  the  costs  applicable  to the operating costs of support
equipment  and  facilities.  Although  there  was  a  significant  decrease  in
production  from  2005 to 2006, the lease operating expenses remained relatively
constant  because  in  November  2005  we  added approximately 30 existing wells
associated  with our Quinduno Field Prospect, Roberts County, Texas that require
lease  operating  costs  to  be  incurred  even  though  the  wells have minimal
production.  These  existing,  but non-productive wells are vital to the success
of  the waterflood project that we will be needed to realize the reserves in the
Quinduno  Field.


<PAGE>
DEPLETION,  DEPRECIATION  AND  AMORTIZATION

Costs  for depletion, depreciation and amortization for the quarters ended March
31,  2006,  and  2005, were $37,381 and $334,459 respectively.  This decrease is
attributable to both lower production in the first quarter of 2006 compared with
the first quarter of 2005 and the significant increase in proved reserves in the
first  quarter  of  2006 compared with the first quarter of 2005.  Production in
the  first  quarter of 2005 was 14,187 Boe as compared to 1,544 Boe in the first
quarter of 2006.  The proved reserves increased to approximately 2.6 million Boe
as  of  March 31, 2006 as opposed to approximately 580,000 as of March 31, 2005.
Given  the  fact that depletion is calculated by multiplying the net amortizable
costs  times the units of production in the related period relative to the total
proved  reserves,  the  depletion  amount  for  the  first  quarter  of 2006 was
significantly  lower  than  the  depletion  for  the  same  period  in  2005.

GENERAL  AND  ADMINISTRATIVE  EXPENSES

General  and  administrative  expenses for the quarters ended March 31, 2006 and
2005,  were $722,548 and $638,080, respectively.  The increase can be attributed
mainly  to  the  hiring  of  several technical and financial employees after the
first  quarter  of  2005.

NET  LOSS/INCOME  FROM  OPERATIONS

We  generated  a  net operating loss of $(799,705) or $(0.03) per share, for the
quarter  ended  March  31, 2006, compared to net operating loss of $(495,435) or
$(0.03)  per  share,  for  the  quarter  ended  March  31, 2005.  The $(304,270)
variance  is  related  mainly  to  the  fact  that revenues decreased a total of
$532,250  from  the  same  period  in 2005 to 2006 offset by a decrease in total
costs  and  expenses  of  $227,980  from  2005  to the same period in 2006.  The
decrease  in  revenue was due primarily to the decrease in the production of our
North Dakota well (as discussed herein) due to operational problems with a pump.

OFF-BALANCE  SHEET  ARRANGEMENTS

We  had  no off-balance sheet arrangements during the fiscal quarter ended March
31,  2006.


ITEM 3.       CONTROLS  AND  PROCEDURES

As  required  by  Rule  13a-15  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and  operation  of  our disclosure controls and procedures as of March 31, 2006.
This evaluation was carried out under the supervision and with the participation
of  our  Chief  Executive  Officer and Chief Financial Officer.  Based upon that
evaluation,  these  management executives concluded that our disclosure controls
and  procedures  are  effective.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure  that  information  required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in  the SEC's rules and forms.
Disclosure  controls  and  procedures  include, without limitation, controls and
procedures  designed  to ensure that information required to be disclosed in our
reports  filed  under  the  Exchange  Act  is  accumulated  and  communicated to
management,  including  our Chief Executive Officer and Chief Financial Officer,
to  allow  timely  decisions  regarding  required  disclosure.

During  our  most  recently completed fiscal quarter ended March 31, 2006, there
were  no  changes  in  our  internal  control over financial reporting that have
materially affected, or are reasonably likely to materially affect, our internal
control  over  financial  reporting.

The  term  "internal  control  over financial reporting" is defined as a process
designed  by,  or under the supervision of, the registrant's principal executive
and  principal  financial officers, or persons performing similar functions, and
effected by the registrant's board of directors, management and other personnel,
to


<PAGE>
provide  reasonable  assurance  regarding the reliability of financial reporting
and  the preparation of financial statements for external purposes in accordance
with  generally  accepted  accounting principles and includes those policies and
procedures  that:

1.   Pertain  to the maintenance of records that in reasonable detail accurately
     and  fairly  reflect the transactions and dispositions of the assets of the
     registrant;

2.   Provide reasonable assurance that transactions are recorded as necessary to
     permit  preparation  of  financial  statements in accordance with generally
     accepted  accounting  principles, and that receipts and expenditures of the
     registrant  are  being  made  only  in  accordance  with  authorizations of
     management  and  directors  of  the  registrant;  and

3.   Provide  reasonable  assurance  regarding prevention or timely detection of
     unauthorized  acquisition,  use  or  disposition of the registrant's assets
     that  could  have  a  material  effect  on  the  financial  statements.

PART  II--OTHER  INFORMATION

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

     During  the  quarter  ended  March  31,  2006,  we  completed the following
     transactions  in  reliance  upon  exemptions  from  registration  under the
     Securities  Act of 1933, as amended (the "Act") as provided in Section 4(2)
     thereof. All certificates issued in connection with these transactions were
     endorsed with a restrictive legend confirming that the securities could not
     be  resold  without  registration  under the Act or an applicable exemption
     from  the registration requirements of the Act. We believe that each person
     was  a "qualified" investor within the meaning of the Act and had knowledge
     and  experience  in  financial  and business matters, which allowed them to
     evaluate  the  merits  and  risks  of  our  securities.  Each  person  was
     knowledgeable  about  our  operations  and  financial  condition.

     On  February 8, 2006, we completed a private placement of equity securities
     solely  to  accredited  investors  for  total  proceeds  of $2,700,000 (the
     "Offering").  Pursuant  to  the Offering, we issued 1,928,572 shares of our
     restricted  common  stock  at  a price of $1.40 per share and 964,286 three
     year  warrants  to  purchase  shares of our restricted common stock with an
     exercise  price of $2.00 per share to the accredited investors. On February
     3,  2006,  we engaged a placement agent to handle the Offering. At the time
     of  closing,  we  paid  a  placement fee of 5% of the gross proceeds of the
     Offering.  Additionally,  at  the  time  of  closing,  the  placement agent
     received  96,429 warrants to purchase shares of our restricted common stock
     equal  to  5%  of the number of shares of restricted common stock issued to
     the  accredited  investors  at  the  time  of  closing of the Offering. The
     warrants  issued to the placement agent are exercisable for three years and
     have  an  exercise price of $2.00 per share. The shares of common stock and
     the  shares  of  common  stock  underlying  the  warrants  have  piggyback
     registration  rights.  We  intend  to  use the proceeds of the Offering for
     working  capital  and  general  corporate  purposes.


<PAGE>
ITEM 6.       EXHIBITS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------
EXHIBIT NUMBER                  DESCRIPTION OF EXHIBIT
--------------  -------------------------------------------------------
<S>             <C>
-----------------------------------------------------------------------
     31.1       Rule 13a-14(a) Certification of Chief Executive Officer

-----------------------------------------------------------------------
     31.2       Rule 13a-14(a) Certification of Chief Financial Officer

-----------------------------------------------------------------------
     32.1       Section 1350 Certification of Chief Executive Officer

-----------------------------------------------------------------------
     32.2       Section 1350 Certification of Chief Financial Officer

-----------------------------------------------------------------------
=======================================================================
</TABLE>


<PAGE>
SIGNATURES

In  accordance with the requirements of the Securities and Exchange Act of 1934,
the small business issuer has duly caused this report to be signed on its behalf
by  the  undersigned,  thereunto  duly  authorized.

PETROSEARCH ENERGY CORPORATION

Date:   June 6, 2006




By:      /s/  Richard  Dole
         -----------------------------------------------
         RICHARD DOLE
         CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRMAN