UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 
 FORM 10-Q
 
 
 T
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the quarterly period ended March 31, 2009
 
 o
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 registrant issuer as specified in its charter)
 
 
 NEVADA

20-2033200(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)
 
 
 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 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 TNo o
 
 Indicate by check mark whether the issuer is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in rule 12b-2 of the Exchange Act.
 
 Large accelerated filer o

Accelerated filer oNon-accelerated filer   o

Smaller reporting Company T
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes oNo T
 
 State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  41,340,584 shares (net of 1,117,973 treasury shares) of $0.001 par value common stock outstanding as of May 15, 2009
  
 
  PETROSEARCH ENERGY CORPORATION
 
 FORM 10-Q
 For The Quarter Ended March 31, 2009
 
 INDEX
 
  PART I - FINANCIAL INFORMATIONITEM 1.

FINANCIAL STATEMENTS
2ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
16ITEM 4.

CONTROLS AND PROCEDURES
23PART II - OTHER INFORMATIONITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
23ITEM 6.

EXHIBITS
25SIGNATURES
28
  1
 Index
  ITEM1.
FINANCIAL STATEMENTS
 PETROSEARCH ENERGY CORPORATION
 CONSOLIDATED BALANCE SHEETS
 March 31, 2009 and December 31, 2008
 
 
 March 31,


December 31,ASSETS

2009


2008Current assets:Cash and cash equivalents

$
11,339,752


$
12,810,370Accounts receivable:Joint owners-billed, net of allowance of $50,148 at March 31, 2009 And December 31, 2008


337



146Joint owners-unbilled


-



59Oil and gas production sales


10,636



33,510Prepaid expenses and other current assets


363,353



482,970Total current assets


11,714,078



13,327,055Property and equipment:Oil and gas properties, full cost method of accounting:Properties subject to amortization


24,683,295



24,668,141Other property and equipment


153,031



153,031Total


24,836,326



24,821,172Less accumulated depreciation, depletion and amortization


(19,152,457
)


(19,136,640
)Total property and equipment, net


5,683,869



5,684,532Deferred tax asset


3,454,071



3,454,071Other assets


247,151



247,474Total assets

$
21,099,169


$
22,713,132LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilities:Accounts payable

$
357,139


$
329,810Accrued liabilities


150,945



337,463Total current liabilities


508,084



667,273Other long-term obligations


778,267



776,870Total liabilities


1,286,351



1,444,143Stockholders' equity:Preferred stock, par value $1.00 per share, 20,000,000 sharesAuthorized:Series A  8% convertible preferred stock, 1,000,000 shares authorized; 208,538 shares issued and outstanding at March 31, 2009 and 227,245 shares issued and outstanding at December 31, 2008


208,538



227,245Series B convertible preferred stock, 100,000 shares authorized; 43,000 shares issued and outstanding at March 31, 2009 and December 31, 2008


43,000



43,000Common stock, par value $0.001 per share, 100,000,000 shares Authorized; 42,428,557 and 42,425,679 shares issued and outstanding at March 31, 2009 and December 31, 2008, respectively


42,429



42,426Additional paid-in capital


34,357,700



34,447,694Un-issued common stock


3,900



-Accumulated deficit


(14,635,490
)


(13,446,688
)Less 1,117,973 and 214,800 treasury shares, at cost, at March 31, 2009 and December 31, 2008, respectively


(207,259
)


(44,688
)Total stockholders' equity


19,812,818



21,268,989Total liabilities and stockholders' equity

$
21,099,169


$
22,713,132
 
 Note:  The balance sheet at December 31, 2008 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.
 
  2
 Index
  PETROSEARCH ENERGY CORPORATION
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 for the three months ended March 31, 2009 and 2008
 
 Three Months EndedMarch 31,2009


2008Oil and gas production revenues

$
17,323


$
554,433Operating costs and expenses:Lease operating and production taxes


46,253



329,417Depreciation, depletion and amortization


15,817



260,958General and administrative


1,159,819



747,240Total costs and expenses


1,221,889



1,337,615Operating loss


(1,204,566
)


(783,182
)Other income (expense):Interest income


16,199



56,425Interest expense


(435
)


(681,862
)Amortization of financing costs and debt discount


-



(681,375
)Change in value of warrant liability


-



68,711Total other income (expense)


15,764



(1,238,101
)Net loss

$
(1,188,802
)

$
(2,021,283
)Basic and diluted net loss per common share

$
(0.03
)

$
(0.05
)Weighted average common shares


41,832,034



41,229,401
 
 See accompanying notes to unaudited condensed
 consolidated financial statements
  3
 Index
  PETROSEARCH ENERGY CORPORATION
 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
 For the three months ended March 31, 2009
 
 Series A


Series B


Additional


Unissued








Total Stock-Common Stock


Preferred Stock


Preferred Stock


Paid-In


Common


Treasury


Accumulated


HoldersShares


Amount


Shares


Amount


Shares


Amount


Capital


Stock


Stock


Deficit


EquityBalance at  December 31, 2008


42,425,679


$
42,426



227,245


$
227,245



43,000


$
43,000


$
34,447,694


$
-


$
(44,688
)

$
(13,446,688
)

$
21,268,989Conversion of preferred stock to common stock


2,878



3



(18,707
)


(18,707
)










18,704















-Commitment to issue stock for services






























3,900











3,900Buy-back of warrants


























(108,698
)














(108,698
)Purchase of treasury stock


































(162,571
)






(162,571
)Net loss






































(1,188,802
)


(1,188,802
)Balance at  March 31, 2009


42,428,557


$
42,429



208,538


$
208,538



43,000


$
43,000


$
34,357,700


$
3,900


$
(207,259
)

$
(14,635,490
)

$
19,812,818
 
 
 See accompanying notes to unaudited condensed consolidated financial statements
  4
 Index
  PETROSEARCH ENERGY CORPORATION
 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
 For the three months ended March 31, 2009 and 2008
 
 
 2009


2008Cash flows from operating activities:Net loss

$
(1,188,802
)

$
(2,021,283
)Adjustments to reconcile net loss to net cash used in operating activities:Depletion, depreciation and amortization expense


15,817



260,958Stock-based compensation and interest expense


3,900



425,063Amortization of deferred rent


(2,684
)


(2,209
)Amortization of debt discount and beneficial conversion feature


-



548,634Amortization of financing costs


-



132,741Accretion of asset retirement obligation


3,794



8,404Change in value of warrant liability


-



(68,711
)Changes in operating assets and liabilities:Accounts receivable


22,742



97,905Prepaid expenses and other assets


119,940



10,700Accounts payable and accrued liabilities


108,167



(380,467
)Net cash used in operating activities


(917,126
)


(988,265
)Cash flows from investing activities:Capital expenditures, including purchases and development of properties


(282,223
)


(1,296,157
)Net cash used in investing activities


(282,223
)


(1,296,157
)Cash flows from financing activities:Buy-back of warrants


(108,698
)


-Purchase of treasury stock


(162,571
)


-Repayment of notes payable


-



(532,500
)Net cash used in financing activities


(271,269
)


(532,500
)Net decrease in cash and cash equivalents


(1,470,618
)


(2,816,922
)Cash and cash equivalents at beginning of period


12,810,370



8,033,611Cash and cash equivalents at end of period

$
11,339,752


$
5,216,689Supplemental disclosures of cash flow information:Interest paid

$
435


$
77,990Income taxes paid

$
-


$
-
 
 
 See accompanying notes to unaudited condensed consolidated financial statements
  5
 Index
  PETROSEARCH ENERGY CORPORATION
 NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 
 1.
Basis of Presentation and Summary of Significant Accounting Policies
 
 The accompanying interim unaudited consolidated condensed 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”, “Petrosearch”, “we” or “us”) for the year ended December 31, 2008.  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.
 
 The accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements in the Form 10-K for the year ended December 31, 2008, and are supplemented throughout the notes to this quarterly report on Form 10-Q.
 
 Recently adopted accounting pronouncements
 
 In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51” (“SFAS No. 160”). SFAS No. 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest (minority interest) in a subsidiary and
for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 also requires consolidated net income to be reported, and disclosed on the face of the consolidated statement of operations, at amounts that include the amounts attributable to both the parent and the noncontrolling interest. Additionally, SFAS No. 160 establishes a single
method for accounting for changes in a parent’s ownership interest in a subsidiary that does not result in deconsolidation and that the parent recognize a gain or loss in net income when a subsidiary is deconsolidated. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The Company applied the requirements of SFAS No. 160 upon its adoption on January 1, 2009, and there was no impact on its financial position and results of operations.
 
 The FASB has issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS No. 162). SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with
US generally accepted accounting principles for nongovernmental entities. SFAS No. 162 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2008. The Company adopted SFAS No. 162 effective January 1, 2009 and the implementation did not have a material impact on the Company’s consolidated results of operations, financial position or liquidity.
  In December 2007, the FASB issued SFAS No 141(R), “Business Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R) replaces SFAS No. 141, “Business Combinations” (“SFAS No. 141”), however retains the fundamental requirements that the acquisition method of accounting be used for all business
combinations and for an acquirer to be identified for each business combination. SFAS No. 141(R) requires an acquirer to recognize the assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, at their fair values as of that date, with specified limited exceptions. Changes subsequent to that date are to be recognized in earnings, not goodwill. Additionally, SFAS No. 141 (R) requires costs incurred in connection with an acquisition be expensed as incurred. Restructuring
costs, if any, are to be recognized separately from the acquisition. The acquirer in a business combination achieved in stages must also recognize the identifiable assets and liabilities, as well as the noncontrolling interests in the acquiree, at the full amounts of their fair values. SFAS No. 141(R) is effective for business combinations occurring in fiscal years beginning on or after December 15, 2008. The Company applied the requirements of SFAS No. 141(R) upon its adoption on January 1, 2009.  During
the first quarter of 2009, the Company expensed approximately $255,000 of costs directly related to a potential business combination.
  6
 Index
  In April 2009, the FASB issued FASB Staff Position (FSP) FAS 141(R)-1,Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, which amends the accounting in SFAS 141(R) for assets and liabilities arising from contingencies
in a business combination. The FSP is effective January 1, 2009, and requires pre-acquisition contingencies to be recognized at fair value, if fair value can be reasonably determined during the measurement period. If fair value cannot be reasonably determined, the FSP requires measurement based on the recognition and measurement criteria of SFAS 5,Accounting for Contingencies.  This FSP did not have a material impact on the Company’s consolidated
financial statements.
  In February 2008, the FASB issued Staff Position FAS 157-2, Effective Date of FASB Statement No. 157.  FSP FAS 157-2 establishes January 1, 2009 as the effective date of SFAS No. 157 with respect to these fair value measurements for the Company. The application of the fair value framework established by SFAS No. 157 to non-financial
assets and liabilities measured on a non-recurring basis did not have a material impact on the Company’s consolidated financial statements.
 
 In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 amends the requirements of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS
No. 133”), to require enhanced disclosure about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008.  The Company applied the requirements of SFAS No. 161 upon
its adoption on January 1, 2009, and there was not a material impact on its financial position or results of operations or related disclosures.
 
 In April 2008, the FASB issued Staff Position No. 142-3, “Determination of Useful Life of Intangible Assets” (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB
Statement No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No 141(R), “Business Combinations” (“SFAS No. 141(R)”), and other U.S. Generally Accepted Accounting Principles. FSP FAS 142-3 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The guidance for determining the useful life of a recognized intangible asset should be applied prospectively to intangible assets acquired after the effective date. The disclosure requirements should be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. The Company applied the requirements of FSP FAS 142-3 upon its adoption on January 1, 2009, and the adoption of
FSP FAS 142-3 did not have a material impact on its financial position and results of operations.
  In May 2008, the FASB issued FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”, or FSP No. APB 14-1. FSP No. APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon conversion (including
partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14 “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants”. Additionally, the FSP specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP No. APB 14-1 is effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal years. The implementation of this standard did not have an impact on our consolidated financial position or results of operations.
  7
 Index
  In June 2008, the FASB issued Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 applies to the calculation of earnings per share (“EPS”) described in paragraphs 60 and 61
of FASB Statement No. 128, “Earnings per Share” for share-based payment awards with rights to dividends or dividend equivalents. It states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of EPS pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. Early adoption is prohibited. All prior-period EPS data presented shall be adjusted retrospectively to conform to the provisions of this FSP. The Company applied the requirements of FSP EITF 03-6-1 upon its adoption on January 1, 2009, and the adoption of FSP EITF 03-6-1 did not have a material impact on its financial position and results of operations at this time.
  In September 2008, the FASB issued FSP FAS No. 133-1 and FIN 45-4, Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161 (“FSP FAS No. 133-1 and FIN 45-4”). FSP FAS No. 133-1 and
FIN 45-4 requires enhanced disclosures about credit derivatives and guarantees. The FSP is effective for financial statements issued for reporting periods ending after November 15, 2008. The adoption of FSP FAS No. 133-1 and FIN 45-4 did not have a material impact on the Company’s consolidated financial statements.
  On November 24, 2008, the Financial Accounting Standards Board ratified the consensus reached by the Emerging Issues Task Force on Issue No. 08-6, or EITF 08-6, “Equity Method Investment Accounting Considerations.” EITF 08-6 clarifies certain accounting and impairment considerations involving equity method investments.
For us, this Issue was effective January 1, 2009, and the adoption of this Issue did not have any impact on our consolidated financial statements.
  In December 2008, the FASB issued FSP FAS No. 140-4 and FIN 46R-8 Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities (“FSP FAS 140-4 and FIN 46R-8”). FSP FAS 140-4 and FIN 46R-8 require additional disclosures about transfers of financial assets and
involvement with variable interest entities. The requirements apply to transferors, sponsors, servicers, primary beneficiaries and holders of significant variable interests in a variable interest entity or qualifying special purpose entity. FSP FAS 140-4 and FIN 46R-8 is effective for financial statements issued for reporting periods ending after December 15, 2008. FSP FAS 140-4 and FIN 46R-8 affect only disclosures and did not have a material impact on the Company’s consolidated financial statements.
 
 On December 31, 2008, the Securities and Exchange Commission (SEC) adopted major revisions to its rules governing oil and gas company reporting requirements. These include provisions that permit the use of new technologies to determine proved reserves and that allow companies to disclose their probable and possible reserves to investors.
The current rules limit disclosure to only proved reserves. The new disclosure requirements also require companies to report the independence and qualifications of the person primarily responsible for the preparation or audit of reserve estimates, and to file reports when a third party is relied upon to prepare or audit reserves estimates. The new rules also require that oil and gas reserves be reported and the full-cost ceiling value calculated using an average price based upon the prior 12-month period. The
new oil and gas reporting requirements are effective for annual reports on Form 10-K for fiscal years ending on or after December 31, 2009, with early adoption not permitted. The Company anticipates that the implementation of the new rule will provide a more meaningful and comprehensive understanding of oil and gas reserves. The Company does not anticipate that the implementation of the new reporting requirements will have a material impact on the consolidated results of operations, financial position or liquidity.
 
 8
 Index
  We adopted the provisions of EITF Issue No. 07-1, Accounting for Collaborative Arrangements (“EITF 07-1”), effective January 1, 2009. The Issue defines collaborative arrangements and establishes reporting requirements for transactions between participants in a collaborative arrangement and between participants in the arrangement
and third parties. EITF 07-1 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The adoption of this Issue did not have a material impact on our consolidated financial statements.
  New accounting pronouncements
  In December 2008, the FASB issued FSP No. FAS 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets. The FSP requires disclosure of additional information about investment allocation, fair values of major categories of assets, the development of fair value measurements, and concentrations of risk. The FSP
is effective for fiscal years ending after December 15, 2009; however, earlier application is permitted. The Company will adopt the FSP upon its effective date and will report the required disclosures for the fiscal year ending December 31, 2009.
  On April 9, 2009, the FASB issued three separate Staff Positions intended to provide additional application guidance and enhance disclosures regarding fair value measurements and impairments of securities as follows:
  FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” provides guidelines for making fair value measurements more consistent with the principles presented in SFAS No. 157, “Fair Value Measurements.”
This Staff Position provides additional guidance to highlight and expand on the factors that should be considered in estimating fair value when there has been a significant decrease in market activity for a financial asset.  This Staff Position is effective for interim and annual periods ending after June 15, 2009.  The Company does not expect this Staff Position to have a material impact on its consolidated financial statements.
  FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” enhances consistency in financial reporting by increasing the frequency of fair value disclosures from annual only to quarterly, in order to provide financial statement users with more timely information about the effects of current
market conditions on their financial instruments. This Staff Position requires us to disclose in our interim financial statements the fair value of all financial instruments within the scope of SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” as well as the method(s) and significant assumptions we use to estimate the fair value of those financial instruments.  This Staff Position is effective for interim and annual periods ending after June 15, 2009.  The
Company does not expect this Staff Position to have a material impact on its consolidated financial statements.
  FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” provides additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities. This Staff Position changes (i) the method for determining whether an other-than-temporary
impairment exists for debt securities; and (ii) the amount of an impairment charge to be recorded in earnings.  This Staff Position is effective for interim and annual periods ending after June 15, 2009.  The Company does not expect this Staff Position to have a material impact on our consolidated financial statements.
  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.
  9
 Index
  The difference between the 35% 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.
Treasury Stock – Stock Repurchase Plan
 
 In July 2008 the Board of Directors approved a stock repurchase plan in which the Company is authorized to repurchase up to $5 million of market value or 10 million shares of its common stock in open market purchases or in privately negotiated transactions. The purchases are to be at the discretion of senior management and will be
dependent upon market conditions. The Repurchase Plan does not require any minimum purchase and can be suspended or terminated by the Board of Directors at any time.
 
 In February 2009 the Company purchased 903,173 shares of its common stock at $0.18 per share.  As of March 31, 2009 the company has purchased a total of 1,117,973 shares of common stock at an average price of $.185.
 
 
 4.
Stock Warrants
 
 The Company has periodically issued incentive stock warrants to executives, officers, directors and employees 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.  Warrants have also been issued as part
of capital financing transactions.  The issuances of such warrants are 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.  The Company issues shares of authorized common stock upon the exercise of the warrant.
 
 The Company accounts for its stock warrant activity under the guidance provided by Statement of Financial Accounting Standards No, 123R (“SFAS 123(R)”).  SFAS 123(R) requires all share-based payments to employees, including grants of employee stock warrants, to be recognized as stock-based compensation expense
in the Company’s Consolidated Statements of Operations based on their fair values.  For purposes of determining compensation expense associated with stock warrants, the fair value of the Company’s stock was determined based upon the Black-Scholes option pricing model.
 
 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 stock warrants have characteristics significantly different from those of traded options/warrants, 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 stock warrants.
 
 During the first quarters of 2008 and 2009, no warrants were issued.  As a result there are no disclosures of Black –Scholes option valuation model assumptions for these periods.
 
 A summary of the Company’s stock warrant activity and related information for the three months ended March 31, 2009 follows:
  10
 Index
  
 Weighted
TotalAverage
IntrinsicNumber of





Weighted

Grant
ValueShares





Average

Date Fair
WarrantUnder


Exercise


Exercise

Value
Exercises(1)Warrant


Price


Price

($/share)(2)Warrants outstanding at December 31, 2008


14,807,859


$
0.92-$2.00


$
1.24Warrants cancelled


(13,869,765
)

$
0.92-$2.00


$
1.22Warrants outstanding at March 31, 2009


938,094


$
0.92-$2.00


$
1.26
 All outstanding stock warrants are exercisable and fully vested at March 31, 2009.  A summary of outstanding stock warrants at March 31, 2009 follows:
 
 WeightedNumber of



Remaining

Average




WeightedCommon



Contracted

Remaining




Average

AggregateStock

Expiration

Life

Contractual

Exercise


Exercise

IntrinsicEquivalents

Date

(Years)

Term (Years)

Price


Price

Value(1)499,999

February 2010


0.83



$
2.00


$
2.00238,095

November 2010


1.58



$
1.50


$
1.50200,000

December 2011


2.67



$
.92


$
.92938,094






1.41








$0
 
 
 (1)
The intrinsic value of a warrant is the amount by which the current market value of the underlying stock exceeds the exercise price of the warrant, or the market price at the end of the period less the exercise price.
 (2)
The weighted average grant date fair value is determined by using the Black Scholes Option Pricing Model as described above.
 
 In February of 2009, the Company entered into an agreement with a warrant holder which provides for the following:  1) purchase by the Company of 903,173 shares of common stock held by the warrant holder, 2) purchase by the Company of 5,000,000 warrants of the warrant holder, and 3) settlement of any and all liquidated damages
under the registration rights of the warrants.   The total amount paid by the Company to the warrant holder as part of this agreement was $285,000 which was paid in February of 2009.
 
 Excluding the warrants mentioned above, during the first quarter of 2009, the Company purchased and cancelled 8,769,765 warrants for a total purchase price of $58,698.
 
 In addition during the first quarter of 2009, the Company settled a disagreement over warrant terms with a third party lender resulting in cancellation of 100,000 warrants for a cash payment of $32,500.
 
 The following table provides a detail of stock-based compensation incurred during the three months ended March 31, 2009, and 2008:
 
 2009


2008Committed restricted stock – Interest

$
-


$
401,626Committed restricted stock – General and Administrative


3,900



181,250Total stock-based compensation


3,900



582,876Less amounts capitalized


-



(157,813
)Stock compensation expense, net of amounts capitalized

$
3,900


$
425,063
 
 Amounts capitalized in 2008 are for prepaid expenses and unamortized deferred compensation.
 
 5.
Related Party Transactions
 
 During the three months ended March 31, 2009 there were no related party transactions.
  11
 Index
  6.
Non-Cash Investing and Financing Activities
 
 During the three months ended March 31, 2009 and 2008, the Company engaged in non-cash financing and investing activities as follows:
 
 Three Months EndedMarch 31,2009


2008Reduction of prepaid drilling for development of oil and gas Properties


-


$
1,668,979Increase in accounts payable and accrued liabilities for property costs and prepaid drilling costs


-


$
326,183Change in property costs associated with asset retirement obligation


-


$
25,808
 
 7.
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, 2009 and 2008:
 
 Three Months Ended
March 31,2009


2008Net income (loss)

$
(1,188,802
)

$
(2,021,283
)Less: Preferred stock dividends (1)


(4,171
)


(9,668
)Net income (loss) available to common stockholders

$
(1,192,973
)

$
(2,030,951
)Weighted average shares of common stock


41,832,034



41,229,401Basic and diluted net income (loss) per share

$
(0.03
)

$
(0.05
)
 
 (1) Dividends are undeclared
 
 For the three month periods ended March 31, 2009 and March 31, 2008 potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.  For the three months ended March 31, 2009 and March 31, 2008, these securities included preferred stock convertible into
52,513 and 94,418 common shares, respectively.
 
 8.
Legal Proceedings
 
 The Company currently is not a party to any material pending legal proceedings.
 
 9.
Fair Value Measurements
  The Company adopted FAS 157 on January 1, 2008.  FAS 157, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis.  FAS 157 clarifies that
fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.  As a basis for considering such assumptions, FAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring
fair value as follows:
  12
 Index
 
 Level 1.

Observable inputs such as quoted prices in active markets for identical assets or liabilities;Level 2.

Inputs, other than quoted prices included within Level 1, that are observable either directly or indirectly; andLevel 3.

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
 
 As of March 31, 2009, the Company did not have any assets and liabilities that are measured at fair value on a recurring basis.  For those non-financial assets and liabilities measured or disclosed at fair value on a non-recurring basis, primarily asset retirement obligations, SFAS No. 157-2 was effective January 1, 2009.
Implementation of this portion of the standard did not have a material impact on consolidated results of operations, financial position or liquidity.
  10.
Agreement and Plan of Merger
 
 On March 30, 2009, Petrosearch Energy Corporation, a Nevada corporation ( the “Company” or “Petrosearch”), Double Eagle Petroleum Co., a Maryland corporation ( “Double Eagle”), and DBLE Acquisition Corporation, a Nevada corporation and wholly-owned subsidiary of the Double Eagle (“Merger Sub”)
entered into an Agreement and Plan of Merger (the “Agreement”), whereby Merger Sub will merge with and into Petrosearch and Petrosearch shall become a wholly-owned subsidiary of Double Eagle (the “Merger”).  The Agreement and the Merger were unanimously approved by the Special Acquisition Committee of Petrosearch’s Board of Directors and unanimously approved by the Board of Directors, other than Richard Dole, who abstained from voting,
 
 At the effective time of the Merger, each outstanding share of Petrosearch’s common stock (“Petrosearch Common Stock”) and each outstanding share of Petrosearch’s preferred stock, on an as-converted basis (“Petrosearch Preferred Stock”, collectively with Petrosearch Common Stock, the “Petrosearch
Capital Stock”), will be converted automatically into the right to receive that number of shares of common stock of Double Eagle (“Double Eagle Common Stock”) equal to the “Exchange Ratio”.
 
 The “Exchange Ratio” shall equal the quotient of: (A) the “Aggregate Stock Consideration”, which shall equal 1,792,741 shares of Double Eagle Common Stock, unless adjusted as described below; divided by (B) the sum of (I) the issued and outstanding shares of Petrosearch Common Stock as of March 30, 2009 (41,340,584
shares), (II) the issued and outstanding shares of Petrosearch Preferred Stock, on an as converted basis (52,067 shares), and (C) the number of shares of Petrosearch Common Stock issuable as of the closing date upon exercise of any outstanding Petrosearch warrants that exceeds 750,000 shares of Petrosearch Common Stock (27,380 as of the date of the Agreement).  “Aggregate Stock Consideration” means 1,792,741 shares of Double Eagle Common Stock; provided, however, if the Double Eagle Closing
Stock Price (defined below) is greater than $6.25, then the Aggregate Stock Consideration shall be adjusted to equal $11,000,000 divided by the Double Eagle Closing Stock Price (the “Aggregate Stock Consideration as Adjusted for Double Eagle Stock Price”).  The Aggregate Stock Consideration as Adjusted for Double Eagle Closing Stock Price may not be less than 1,100,000 shares of Double Eagle Common Stock.  The “Double Eagle Closing Stock Price” shall equal the dollar
volume-weighted average price of the Double Eagle Common Stock over the 20 trading days ending on the third trading day preceding the closing of the Merger.
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 Index
  If at the effective time the Double Eagle Closing Stock Price is below $4.75 per share, an aggregate cash payment, in addition to the Aggregate Stock Consideration, will be made to the holders of Petrosearch Capital Stock receiving Double Eagle Common Stock equal to (A) $4.75 minus the greater of (I) the Double Eagle Closing Stock Price
or (II) $4.00, multiplied (B) by the Aggregate Stock Consideration (the “Aggregate Cash Consideration”).  If Double Eagle is required to pay any Aggregate Cash Consideration, then each holder of Petrosearch Capital Stock shall be entitled to receive a portion of the Aggregate Cash Consideration equal to (X) the number of shares of Double Eagle Common Stock that the holder of Petrosearch Capital Stock is entitled to receive, multiplied by (Y) $4.75 less the greater of (I) the Double Eagle
Closing Stock Price or (II) $4.00.
 
 In the event that there is any shortfall in the working capital of Petrosearch below $8,750,000 as of a date five business days prior to the effective time (the “Final Working Capital Shortfall”), an adjustment equal to such Final Working Capital Shortfall shall be made to the aggregate consideration as follows: (A) first as
an offset to any Aggregate Cash Consideration; or (B) if there is no Aggregate Cash Consideration or the Final Working Capital Shortfall is greater than the Aggregate Cash Consideration , then the Aggregate Stock Consideration, or, if applicable, the Aggregate Stock Consideration as Adjusted for Double Eagle Stock Price, shall be adjusted to equal (I) $11,000,000 less the Final Working Capital Shortfall, divided by (II) $11,000,000, and multiplied by (III) the Aggregate Stock Consideration, or if applicable,
the Aggregate Stock Consideration as Adjusted for Double Eagle Stock Price (the “Aggregate Stock Consideration as Adjusted for Working Capital Shortfall”).
 
 In addition, at the effective time, all outstanding Petrosearch warrants shall be assumed by Double Eagle (each such warrant, an “Assumed Warrant” and collectively the “Assumed Warrants”).  Each Assumed Warrant will continue to have, and be subject to, the same terms and conditions of such Assumed Warrant
immediately prior to the effective time, except that (i) each Assumed Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Double Eagle Common Stock equal to the product of the number of shares of Petrosearch Common Stock that were issuable upon exercise of such Assumed Warrant immediately prior to the effective time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Double Eagle Common Stock and (ii) the
per share exercise price for the shares of Double Eagle Common Stock issuable upon exercise of such Assumed Warrant will be equal to the quotient determined by dividing the exercise price per share of Petrosearch Common Stock at which such Assumed Warrant was exercisable immediately prior to the effective time by the Exchange Ratio, rounded up to the nearest whole cent.
  Following the Merger, Double Eagle will continue to be listed on the NASDAQ Stock Market, and Richard Dole will continue to serve as Chairman of the Board, President and Chief Executive Officer of Double Eagle. The Board of Directors of Double Eagle will consist of five directors, four existing directors of Double Eagle and one future
director to be designated by Petrosearch.
 
 Completion of the Merger is conditioned upon, among other things, adoption of the Agreement by Petrosearch’s common and preferred stockholders and the accuracy of representations and warranties (subject to materiality exceptions) as of the date of the Agreement and the closing date of the Merger, and the performance by the parties
in all material respects of their covenants under the Agreement.
 
 The Agreement contains various termination rights for both parties, including:
 
 (a)
by mutual agreement of the parties;
 (b)
by any party if: (i) the effective time has not occurred before 5:00 p.m. (Mountain Time) on August 31, 2009 (except in certain limited circumstances); (ii) there is a final nonappealable order of any governmental entity in effect preventing consummation of the Merger; or (iii) there shall be any law or order enacted or deemed applicable to the Merger that would make consummation of the Merger illegal;
 (c)
by Double Eagle and Merger Sub, if there shall be any action taken, or any law or order enacted or deemed applicable to the Merger, by any governmental entity or regulatory authority, that would: (i) prohibit Double Eagle’s or the Merger Sub’s ownership or operation of all or any portion of the business of Petrosearch, or (ii) compel Double Eagle or Merger Sub to dispose of or hold separate all or a portion
of the assets and properties of Petrosearch as a result of the Merger;
  14
 Index
  (d)
by Double Eagle, if there has been a material breach of any representation, warranty, covenant or agreement by Petrosearch and Petrosearch has not cured such breach within five (5) business days after notice of such breach is delivered to Petrosearch; provided, however, that, no cure period shall be required for a breach that by its nature cannot be cured;
 (e)
by Petrosearch if there has been a material breach of any representation, warranty, covenant or agreement by Double Eagle or Merger Sub and Double Eagle has not cured such breach within five (5) business days after notice of such breach is delivered to Double Eagle; provided, however, that no cure period shall be required for a breach that by its nature cannot be cured;
 (f)
by Double Eagle or Petrosearch, if the Petrosearch stockholders do not approve the Merger by the requisite votes;
 (g)
by Petrosearch, if Petrosearch has received a Superior Proposal (as defined in the Agreement) and paid a $300,000 termination fee to Double Eagle; or
 (h)
by Petrosearch, if the Double Eagle Stock Price is less than $3.00 per share.
  Upon termination of the Agreement under paragraph (d) or (g) above, Petrosearch will be required to pay Double Eagle a termination fee of $300,000.
  11.
Other
 
 In February of 2009, the Company executed an agreement to terminate a contract for professional services.  The total payment of $250,000 was paid and expensed in February of 2009 and relieves the Company of all future obligations under the engagement agreement with this third party.
  12.
Subsequent Events
  Employment Agreements
 
 The employment agreements with Mr. Richard Dole (Chairman, President and CEO) and Mr. David Collins (Chief Financial Officer), expired on April 30, 2009.  Both officers agreed to remain with the Company in their current capacities until the shareholder meeting regarding the proposed merger with Double Eagle Petroleum.  Mr.
Dole and Mr. Collins have voluntarily elected to not receive a monthly salary.
 
 The employment agreement with Mr. Wayne Beninger (Chief Operating Officer), which was set to expire on April 30, 2009, was terminated on April 15, 2009, in an effort to preserve capital.  Mr. Beninger has agreed to remain accessible to the Company as a consultant for any needs the Company may have through the merger process.
 
 Per the employment agreements in place prior to April 30, 2009, each executive officer was entitled to receive a fixed severance payment in the event of a triggering event.   The triggering events which give rise to severance amounts are any of the following events:  (i) the employment agreement is terminated by
the Company without “cause”, (ii) the employee terminates his employment for “good reason”, (iii) the employee’s employment is voluntarily (by the employee) or involuntarily terminated upon a “Change in Control”, or (iv) the agreement expires (on April 30, 2009) without the occurrence of any of the events listed in (i), (ii) or (iii) above.  With respect to Mr. Beninger and Mr. Collins, the fixed severance amount is $550,000.  With respect to Mr. Dole,
the fixed severance amount is $850,000.
  15
 Index
  For purposes of each agreement, a change in control is defined as an acquisition of voting securities by a third party (other than directly from the Company) equivalent to forty percent of the voting control of the Company (other than a subsidiary or employee benefit plan), or accompanying a sale of all of the assets or a merger (other
than involving a subsidiary).
 
 Due to the Company not extending the employment agreements in anticipation of the Company’s merger with Double Eagle Petroleum and due to the early termination of Mr. Beninger’s employment agreement, a triggering event occurred on April 15, 2009, for Mr. Beninger and April 30, 2009 for Mr. Dole and Mr. Collins.  The
fixed severance payments of $1,950,000 will be recorded as expense in April, 2009 when the triggering events occurred.
 
 
 Item2.
Management’s Discussion and Analysis or Plan of Operation
 
 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 – CORPORATE STRATEGY
 
 We believe we have been successful over the past several years at building a quality portfolio of oil and gas assets through economical financings and when necessary, monetizing those assets at opportune times to create the most value for the Company.  Given the current market conditions over the broad economy and more specifically
the oil and natural gas market, the sale of our Barnett Shale asset in July 2008 near the peak of natural gas prices was extremely fortunate.  The sale left the Company with a substantive cash balance, no debt and a significant waterflood asset.  Our intention was to use this strong position to create value for the shareholders, whether it was in the form of a merger with a public or private company, or a significant acquisition or sale.
  16
 Index
  On March 30, 2009, The Company entered into a definitive agreement to combine with publicly traded Double Eagle Petroleum Co. - NASDAQ: DBLE (“Double Eagle”) of Denver Colorado.  An independent Special Committee to the Board of Directors of Petrosearch unanimously recommended the transaction to the Petrosearch Board
of Directors and the Board of Directors approved it.  The closing is subject to approval of holders by a majority of the Petrosearch outstanding common and preferred shares voting as a single class, with the preferred shares voting on an as-converted basis.
 
 Wunderlich Securities, Inc. has issued its written opinion to the Special Committee of Petrosearch’s Board of Directors to the effect that the transaction is fair to the Company’s shareholders from a financial point of view.
 
 All members of the Petrosearch Board of Directors and all of the Company’s executive officers have executed voting agreements with DBLE pursuant to which each such person will vote all of his Petrosearch shares in favor of the transaction at the Petrosearch shareholders’ meeting called to consider the matter.
 
 The signing of the definitive agreement with Double Eagle concludes Petrosearch’s efforts to identify and pursue strategic alternatives which began after announcement of the sale of Petrosearch’s Barnett Shale project in June 2008.  The extensive process has consisted of discussions, negotiations and due diligence
with more than 25 public and private entities with the purpose of identifying a strategic transaction that could benefit the Petrosearch shareholders.  The possible transaction structures considered were a merger with a public or private entity or a significant acquisition or sale.  Given Petrosearch’s healthy financial condition and the deteriorating economic climate, both in the broad economy and more specifically the oil and gas industry, there was significant interest from many companies
in combining with Petrosearch.
 
 In response to the potential business opportunity, Petrosearch established specific criteria for analysis under which each potential candidate would be measured. A preferred candidate would: i) be significantly larger than Petrosearch both in terms of net asset value and market value; ii) have quality assets that are economic at the current
low energy prices; iii) have considerable cash flow; iv) have significant upside to their portfolio of assets; and v) have capital, or access to capital that will allow the entity to continue for a minimum of 12-18 months without the need to raise additional capital.   In its final decision, the Board of Directors of Petrosearch concluded that the transaction ultimately negotiated with Double Eagle was the best choice for the Petrosearch shareholders.  This conclusion took into consideration
the specific deal terms that were negotiated and the fact that in the Board’s view Double Eagle best fit the established criteria for analysis.
  The combination of Petrosearch and Double Eagle creates a growth oriented oil and gas company with a large resource base.  Double Eagle, as the surviving parent company of the merger, is expected to establish as its primary near-term goal deploying capital sparingly during this economic downturn and maintaining its financial strength,
thereby allowing it to be poised for growth once there has been a turnaround in the market.
 
 Under the terms of the merger agreement Petrosearch common shareholders are expected to receive 0.0432 shares of Double Eagle common stock for each share of Petrosearch common stock they own, or a total of 1,789,302 shares subject to closing adjustments.  As a result of the merger,
assuming the foregoing exchange ratio, Petrosearch preferred shareholders will be converted to common stock and be issued a total of 2,254 shares of Double Eagle common stock.  The transaction is expected to provide Double Eagle with approximately $8.75 million of working capital and an early stage water-flood project in the Texas Panhandle.  Assuming Double Eagle’s and Petrosearch’s closing stock prices as of March 30, 2009, the proposed purchase price equates to approximately
$0.225 per Petrosearch share, a 73% premium over the closing price on March 30, 2009.  The parties anticipate that following the merger, Double Eagle’s current stockholders will own approximately 83.7 percent of Double Eagle and Petrosearch’s current stockholders will own the remaining approximately 16.3 percent. The transaction is subject to Petrosearch shareholder approval and other customary closing conditions.  Adjustments to the  final number of shares to be
issued to Petrosearch common and preferred shareholders and possible cash consideration issued to Petrosearch shareholders will be determined by i) the Double Eagle volume weighted average stock price for the 20 days prior to closing; and ii) Petrosearch’s delivery of a minimum of $8.75 million working capital at closing.
  17
 Index
  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 convertible notes 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 in the event the merger does not get finalized.
 
 Convertible Securities
 
 On November 9, 2007, we executed, with a group of accredited investors, a series of Note and Warrant Purchase Agreements for the sale of  $8,100,000, 8% Senior Secured Convertible Promissory Notes and three year warrants to purchase 1,928,571 shares of our common stock at an exercise price of $1.50 per share for total gross proceeds
to us of $8,100,000.   Upon closing the transaction, we also issued the note and the warrant, and executed a Pledge and Security Agreement and a Registration Rights Agreement.  These convertible notes were repaid in full on July 21, 2008.  In exchange for cancelling the note and releasing the collateral the note holders were paid the outstanding principal and accrued interest through July 21, 2008.
 
 On February 1, 2007, we executed a Note and Warrant Purchase Agreement for the sale of a $10,000,000 8% Senior Secured Convertible Promissory Note with RCH Petro Investors, LP (“RCH”) and a four year warrant to purchase 5,000,000 shares of our common stock at an exercise price of $1.40 per share for total gross proceeds to us
of $10,000,000.   We completed the transaction and received funding on February 7, 2007.  Upon closing, we issued the Convertible Note and the Warrant, and executed a Pledge and Security Agreement and a Registration Rights Agreement.  This convertible note was repaid in full on July 21, 2008.  In exchange for cancelling the note and releasing the collateral, the note holder was paid the outstanding principal and accrued interest through July 21, 2008.
 
 Project Financings
 
 In November 2006, we signed a Securities Purchase Agreement and Secured Term Note with Laurus Master Fund, Ltd to provide financing for the drilling of our Kallina 46 #1 well and payment of the future completion costs for the Kallina 46 #1 well.   We formed a subsidiary, Garwood Petrosearch Inc., to hold our interest in the
Kallina lease and the Kallina 46 #1 well.  Also, as a part of the financing arrangement, Garwood  issued Laurus a warrant to acquire, upon payout of the note indebtedness, 45% of Garwood’s outstanding common stock such that upon exercise of the warrant, Garwood would be owned 55% by us and 45% by Laurus.
 
 It was decided in April 2008 that the Kallina 46#1 well was uneconomic and the decision was made that the well needed to be plugged and abandoned.  In May 2008 the Company received a full release of all the liens, security interests, rights, claims and benefits of every kind in, on and under the November 2006 Secured Term Note
with Laurus Master Fund, Ltd, as well as that same release on all the other collateral documents associated with that financing.  The November 2006 financing was specifically recourse to the Kallina 46#1 well and the associated lease acreage only.  The debt related to the Laurus financing was extinguished on the financial statements of the Company in May, 2008, and any interest that was charged in relation to the Note was reversed in that same period.
 
 As part of this transaction, the Company has conveyed their interest in the Kallina 46#1 well and the associated lease acreage to a third party along with the Company’s interest in the Pintail #1 well, Pintail Flats #1 well and the associated acreage of Pintail and Pintail Flats.  Also as a part of this transaction, the
Company has transferred operatorship of all the existing and future wells in this SW Garwood Prospect to the third party. In exchange for the conveyance of the wells and acreage and the transfer of operatorship, the Company received nominal cash consideration, and the third party has assumed the liability of plugging the Kallina 46#1 well.
  18
 Index
  Revolving Credit Agreement
 
 On October 16, 2006, we amended our existing revolving credit facility with Fortuna Energy, LP.  The principal available under the revolving borrowing base remained $10,000,000.  Under the terms of the transaction, Fortuna advanced us $780,000 for the purpose of paying amounts due for the Barnett Shale Project.  As
part of the financing, we provided Fortuna additional collateral.  In addition, we agreed to issue to Fortuna 475,000 five year warrants with a strike price of $0.92 per share.  The Warrants contain a “put” provision which allows Fortuna to “put” the warrants to the Company at a price of $0.65 per share for two (2) years, which “put” period shall commence 180 days after issuance.  Additionally, as part of the transaction, we agreed to issue 100,000
new warrants, which expire 5 years from the date of issue, at a price of $0.92 per share to replace 100,000 warrants previously issued to Fortuna at a price of $2.00 per share, which were previously set to expire on November 1, 2007.
  As of April 1, 2008 the revolving credit facility became due and a payment of $1,602,500 was paid in full to Fortuna Energy.  As per the revolving credit agreement, as part of being paid back in full, Fortuna Energy returned to the Company all of the overriding royalties issued to Fortuna Energy.  The main override
related to a 2% override in the Company’s North Dakota, Gruman project.
  The 475,000 warrants were put back to the Company in October 2008 for a total payment to Fortuna of $308,750.
  CURRENT PROJECTS AND CAPITAL REQUIREMENTS
 
 CORE PROPERTIES:
 
 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 project is focused on infill drilling and the implementation of a water flood on the property.
Our leases at Quinduno have a large established resource base of over 23 million barrels of original oil in place.  Since its discovery in 1953, approximately 5.1 million barrels have been produced using primary production.
 
 One infill well has been drilled to date. We have an ongoing program to enter each of the 19 old wells that have not been plugged. So far, we have entered nine of these older wells to determine their mechanical status and establish potential productivity. Three of these wells have been equipped and are now capable of producing. Another
three wells have been equipped/converted for water injection which was initiated in September 2008.  We have prepared a detailed study and development plan for the field. As of December 31, 2008, our independent engineers, Ryder Scott, estimated our net share of proved oil reserves extractable by water flood at 1.5 million barrels of oil equivalent.  Slightly deeper than the water flood zone, the Moore County Limestone formation has undrilled exploration potential that may be tested in a future
well.
 
 To provide water for injection, in November 2006 we executed a water supply agreement with a landowner in the leasehold, which allows us to draw fresh water from the aquifer underlying the landowner’s property. In that same month, we received approval from the Panhandle Groundwater Conservation District (“PGCD”) to produce
up to 5,000 barrels per day from the aquifer for use in the flood.  We received the approval from the PGCD over the protest filed with the PGCD by the Canadian River Municipal Water Authority (“CRMWA”) attempting to preserve the freshwater for local municipal use only in the area in which we own the rights to the fresh water.  We also applied to the Texas Railroad Commission to amend a previously granted saltwater injection permit to include fresh water injection. On January 5,
2007 we received a letter from the Texas Railroad Commission (“TRRC”) informing us of a protest by CRMWA contesting our application for fresh water injection in the Quinduno Field water flood.   However, as of November 7, 2007, CRMWA has withdrawn their protest and request for hearing as part of an agreement with CRMWA that addresses their concerns with our use of fresh water for enhanced oil recovery.
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 Index
  The original PGCD approval expired 120 days after granted because the water well was not drilled within that time.  In early 2009 we reapplied for approval to use the fresh water aquifer which was granted at a hearing on April 17, 2009.  CRMWA did not protest our application as stipulated in the November 2007 agreement.  The
PGCD approval expires 120 days after April 17, 2009 if the water well has not been drilled by that date.
 
 In January 2008 we signed an agreement with Complete Production Services Inc. (“CPS”), an international oilfield service company which provides that CPS, at its sole expense, will design and construct a water treatment facility no later than 90 days from the effective date of the agreement that will be capable of treating all
of our production water up to a maximum of 10,000 bbls per day and likewise treat and provide to the Company a minimum of 5,000 bbls per day of  production water from third party sources.  We, in turn, committed to be capable of injecting not less than 2,000 bbls of treated water per day derived from third party production water within 30 days after the facility is opened, which we have met.  We further committed to be capable of injecting not less than 5,000 bbls of treated water
per day derived from third party production water within 180 days (the middle of March 2009) after the facility opened.  At present, CPS is unable to deliver more than 2,500 bbls of treated water per day.  The Company decided to delay the work necessary to increase injectivity to 5,000 bbls of treated water per day until the water volumes are available.  In addition we are re-injecting our own treated production water from the oil and gas lease we operate.  We are required
to pay a scaled management fee to CPS which commenced on the date the facility opened on the basis of the volume of treated and re-injected water derived from our production.  We have approval from the regulatory agencies to add eight more wells to the existing flood permit, as required under the agreement, to ensure our ability to inject the volumes that CPS will make available.
 
 The Company made the decision to commence the project and implement the first phase of the water flood project using a portion of the proceeds from the sale of the DDJET partnership interest.  This first phase, which commenced in September 2008, enables the Company to spend the least amount of capital needed to measure the level
of initial response of the water injection.  The Company will then be able to make decisions on the future development of the project, and its impact on future potential strategic alternatives.  Due to many different factors, a response time for the water flood can not be accurately projected, but the Company is hopeful that the initial level of response will be known in the next three to six months.  As of the date of this filing there has been no meaningful response from the waterflood.
 
 Gruman Prospect, Stark County, North Dakota -On March 28, 2006, we spudded the Gruman 18-3 well intended to be either an increased density well if it proved to be up dip of the Gruman 18-1 producing well or a water injection well if it was down dip. The well reached total depth of
9,890 feet on April 14, 2006, and was completed as an injection well.  On February 1, 2007, we began injecting produced water into the Gruman 18-3 well. The goal was to reduce the cost of operating the Gruman 18-1 by eliminating the need to truck produced water to a disposal facility.  Further testing or stimulation may be necessary to achieve the desired future injection rates.
 
 During 2008 the pump on the Gruman 18-1 producer has been repaired or replaced three times.  The pump was last repaired in early July 2008 after which fluid flow into the wellbore diminished to near zero.  In order to re-establish production we are considering supplementing the produced water injection volume in the
Gruman 18-3 well with water from the Dakota formation for pressure maintenance in the mound. Further, we are giving consideration to deepening the 18-1 well to expose more of the mound.
 
 The Gruman well continues to have pump and motor issues.  This along with an unexpected decline in reservoir pressure has severely affected our ability to produce the well.  There has been no production on the well since May 2008.  Additionally, due to the mechanical and down-hole problems with the well, the
reserves that were previously classified as proved are no longer able to be classified as such.   In 2008, we obtained a one-year extension on the Gruman lease.  In the event we do not re-establish production by November, 2009, then the lease will expire.
  20
 Index
  RESULTS OF OPERATIONS
 
 The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited 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, 2009 compared to the three months ended March 31, 2008
 
 Revenues
 
 Consolidated oil and gas production revenue for the three months ended March 31, 2009 was $17,323 versus $554,433 for the three months ended March 31, 2008.  This represented a 97% decrease in revenue in the first quarter of 2009 compared to the first quarter of 2008.  As expected, this decrease is the result of the
sale of the Barnett Shale interest in 2008 which comprised $327,797 of revenue during the first quarter of 2008 and zero revenue in 2009.  This decrease was also the result of a decline in revenue from our Gruman North Dakota well of approximately $151,292 or 100%, and a decline in revenue of approximately $34,171 from declining production on our Oklahoma property.
 
 See below for revenue detail from the first quarter of 2009 compared to the first quarter of 2008:
 
 2009


% of


2008


% of1st Qtr


Total


1st Qtr


TotalBarnett Shale

$
-



0
%

$
327,797



59
%Gruman - North Dakota


-



0
%


151,292



27
%SW Garwood


-



0
%


14,584



3
%Panhandle - Water Flood


2,538



15
%


1,140



0
%Oklahoma


14,400



83
%


48,571



9
%Other


385



2
%


11,049



2
%Total

$
17,323



100
%

$
554,433



100
%
  To further explain the decrease in revenue from the first quarter of 2008 to the first quarter of 2009, we have provided the following break-out of production and prices for the two periods.
 
 1Q 2009



1Q 2008Barrels of Oil


396



2,006Price per Barrel

$
36.36


$
94.52MCF of Gas


653



46,071Price per MCF

$
4.30


$
7.49Total Barrels of Oil Equivalent


505



9,768
 
 As noted in the above table, the decrease in oil and gas prices contributed to the decline in revenue.  The total effect on revenue from the price decreases was approximately $263,379.
  21
 Index
  Lease Operating and Production Tax Expense
  Lease operating and production tax expenses for the quarters ended March 31, 2009 and 2008 were $46,253 and $329,417, 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.  Lease operating expenses decreased 86% which is consistent with the decline in revenue as noted above.
  Depletion, Depreciation and Amortization
 
 Costs for depletion, depreciation and amortization for the quarters ended March 31, 2009 and 2008, were $15,817 and $260,958, respectively.  This decrease is mainly due to a significant decrease in the amortizable costs at March 31, 2009 as compared to the same period in 2008 and a significant decrease in production for that same
period.  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 quarter ended March 31, 2009 was significantly lower than the depletion for the same period in 2008.
 
 General and Administrative Expenses
 
 General and administrative expenses for the quarters ended March 31, 2009 and 2008, were $1,159,819 and $747,240, respectively.  The increase can primarily be attributable to approximately $255,000 in merger related expenses, a $250,000 payment to terminate a contract for professional services, and severance costs of $94,000 in
the first quarter of 2009.  Decreases in other general and administrative expenses such as accounting outsource, audit fees, and office expenses partially offset the increase in general and administrative expense.  A summary listing of general and administrative expenses is provided below.
 
 1st Quarter


1st Quarter2009


2008Personnel Costs

$
364,703


$
298,485Travel, Meals, and Entertainment


18,828



7,941Corporate Expenses


74,391



57,768Accounting, Legal, and Professional Fees


224,160



274,551Third Party Consultants and Contractors


429,951



41,115Office Expenses


45,418



58,239Other


2,368



9,141Total General and Administrative

$
1,159,819


$
747,240
 
 Net Operating Loss
 
 We generated a net operating loss of $1,204,566 or negative $0.03 per share, for the quarter ended March 31, 2009, compared to a net operating loss of $783,182 or negative $0.02 per share, for the quarter ended March 31, 2008.  The $421,384 variance is related mainly to an increase in general and administrative expenses in the
first quarter of 2009 related to the merger, as compared to the first quarter of 2008.   Since there was a corresponding decline in lease operating expenses and depreciation, depletion and amortization in 2009 along with the decline in revenue, the declining production did not significantly impact the net operating loss.
 
 Other Income (Expense)
 
 The $1,253,865 variance from $1,238,101 in Other Expense for the quarter ended March 31, 2008 to $15,764 in Other Income for the quarter ended March 31, 2009, is due to a decrease in interest from the extinguishment of all of our debt in 2008.
 
 Off-Balance Sheet Arrangements
  22
 Index
  We had no off-balance sheet arrangements during the fiscal quarter ended March 31, 2009.
   Item4.
Controls and Procedures
 
 Evaluation of Disclosure Controls and Procedures
 
 Petrosearch Energy Corporation’s Chief Executive Officer and Chief Financial Officer performed an evaluation of the Company’s disclosure controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in
the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of March 31, 2009.
 
 Changes in internal controls
 
 There has been no change in our internal control over financial reporting during the first quarter ended March 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 Limitations on the Effectiveness of Internal Controls
 
 Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because
of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
 
 
 PART II--OTHER INFORMATION
 
 Item1.
Legal Proceedings
 
 None
  Item2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 During the period covered by this report, the Company sold no unregistered securities.
  23
 Index
  ISSUER PURCHASES OF EQUITY SECURITIES
 Period
(a) Total Number of Shares (or Units) Purchased  (1)
(b) Average Price Paid per Share (or Unit)
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or ProgramsFebruary 2009
(February 18)
903,173
$0.18
903,173
8,882,027 shares/$4,792,741 (2)
 
 (1)
All of the shares purchased were through a plan publicly announced on July 2, 2008
 
 (2)
This plan for the repurchase of $5 million of market value or 10 million shares of its common stock was announced on July 2, 2008. Any purchases under the plan are anticipated to occur over the 12 month period ending on July 1, 2009.  The repurchase plan may be suspended or terminated at any time.
  24
 Index
  Item6.
Exhibits
 
 Exhibit
Number

Description2.1

Agreement and Plan of Merger, dated March 30, 2009, by and among Double Eagle Petroleum Co., DBLE Acquisition Corporation, and Petrosearch Energy Corporation (18)2.2

Form of Voting Agreement (18)3.1

Articles of Incorporation of Petrosearch Energy Corporation(1)3.2

Bylaws of Petrosearch Energy Corporation(1)3.3

Articles of Merger(1)4.1

Share Purchase Agreement dated January 24, 2005 with CBarney Investments(1)4.2

Amended Share Purchase Agreement dated April 19, 2005 with CBarney Investments(1)4.3

Share Purchase Agreement dated January 24, 2005 with Mark X(1)4.4

Amended Share Purchase Agreement dated April 19, 2005 with Mark X(1)4.5

Share Purchase Agreement with Mark 1 dated November 24, 2004(1)4.6

Common Stock Purchase Warrant [Form Of](1)4.7

Subscription and Registration Rights Agreement [Form Of](1)10.1

Revolving Credit Facility dated October 1, 2004 with Fortuna Asset Management(1)10.2

Revolving Credit Note dated October 2004 with Fortuna Energy, L.P.(1)10.3

Assignment of Overriding Royalty Interest (Fortuna Energy, L.P.) dated October 2004(1)10.4

Pledge Agreement (Fortuna Energy, L.P.) dated October 2004(1)10.5

Master Deed of Trust (Fortuna) dated October 2004(1)10.6

Amended and Restated Revolving Credit Note with Fortuna Energy, LP dated September 29, 2005(3)10.7

Amended and Restated Revolving Credit Agreement with Fortuna Energy, LP dated September 29, 2005(3)10.8

Warrant Agreement (Fortuna Energy, LP dated September 29, 2005(3)10.9

Joint Operating Agreement [Form Of](1)10.10

Employment Agreement dated November 15, 2004 with Richard Dole(1)10.11

Employment Agreement dated May 1, 2005 with Wayne Beninger(1)10.12

Employment Agreement dated May 1, 2005 with David Collins(1)10.13

Gas Purchase, Gathering, Treating and Processing Agreement with Bear Paw Energy, LLC dated December 1, 2003(2)10.14

Crude Oil Purchase Contract with Plains Marketing, L.P. dated January 25, 2005(2)10.15

Lease Purchase Contract with Eighty Eight Oil, LLC dated November 1, 2003(2)10.16

Asset Purchase Agreement with Quinduno Energy dated October 18, 2005(4)10.17

Agreement with Rock Energy Partners Operating, L.P. and Rock Energy Partners, L.P. dated January 11, 2006(5)10.18

Amended Right of First Refusal Agreement with Rock Energy Partners Operating, L.P. and Rock Energy Partners, L.P. dated January 11, 2006(5)10.19

Subscription Agreement (Form Of)(6)10.20

Warrant Agreement (Form Of)(6)10.21

Extension Agreement with ExxonMobil Corporation dated March 30, 2006(7)10.22

Second Amended and Restated Program Agreement with Harding Company dated August 29, 2006(8)10.23

Second Amendment to Petrosearch-Garwood Agreement dated September 21, 2006(9)10.24

Option Agreement with Rock Energy Partners dated September 21, 2006(10)10.25

Securities Purchase Agreement dated November 1, 2006, by and between Garwood Petrosearch, Inc. and Laurus Master Fund, Ltd.(10)10.26

Secured Term Note dated November 1, 2006, by and between Garwood Petrosearch, Inc. and Laurus Master Fund, Ltd.(10)10.27

Stock Pledge Agreement dated November 1, 2006, by and between Petrosearch Energy Corporation and Laurus Master Fund, Ltd.(10)10.28

Master Security Agreement dated November 1, 2006, by Garwood Petrosearch, Inc.(10)10.29

Deed of Trust dated November 1, 2006 by Garwood Petrosearch, Inc.(10)10.30

Common Stock Purchase Warrant dated November 1, 2006, by Garwood Petrosearch, Inc.(10)10.31

Partnership Agreement dated December 15, 2006 (DDJET)(11)10.32

Note and Warrant Purchase Agreement with RCH Petro Investors, LP dated February 1, 2007(12)
  25
 Index
 
 10.33

8% Senior Secured Convertible Note dated February 7, 2007 (RCH Petro Investors, LP)(12)10.34

Pledge and Security Agreement dated February 7, 2007 (RCH Petro Investors, LP)(12)10.35

Registration Rights Agreement dated February 7, 2007 (RCH Petro Investors, LP)(12)10.36

Warrant Agreement dated February 7, 2007 (RCH Petro Investors)(12)10.37

Employment Agreement of Richard D. Dole(13)10.38

Employment Agreement of Wayne Beninger(13)10.39

Employment Agreement of David Collins(13)10.40

Note and Warrant Purchase Agreement dated November 9, 2007(14)10.41

8% Senior Secured Convertible Note dated November 9, 2007 (Form of)(14)10.42

Pledge and Security Agreement dated November 9, 2007(14)10.43

Registration Rights Agreement dated November 9, 2007(14)10.44

Warrant Agreement dated November 9, 2007 (Form of)(14)10.45

Investment Banking Agreement with Arabella Securities(15)10.46

Extension to Employment Agreement – Wayne Beninger(16)10.47

Extension to Employment Agreement – David Collins(16)10.48

Amended and Restated Employment Agreement of Richard Dole(17)10.49

Amended and Restated Employment Agreement of Wayne Beninger(17)10.50

Amended and Restated Employment Agreement of David Collins(17)31.1

Certification of Chief Executive Officer of Petrosearch Energy Corporation required by Rule 13a-14(1) or Rule 15d - 14(a) of the Securities  Exchange  Act  of  1934,  as  adopted pursuant to Section 302 of the Sarbanes-Oxley  Act  of  2002.*31.2

Certification of Chief Financial Officer of Petrosearch Energy Corporation   required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities  Exchange  Act  of  1934,  as  adopted pursuant to Section 302 of the Sarbanes-Oxley  Act  of  2002.*32.1

Certification of Chief Executive Officer of Petrosearch Energy Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.*32.2

Certification of Chief Financial Officer of Petrosearch Energy Corporation  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.*
 
 Footnotes to Exhibits:
 *

Filed herewith.1

Previously filed as an exhibit to our Form SB-2 Registration Statement on June 6, 2005 and incorporated herein by reference.2

Previously filed as an exhibit to our Form SB-2/A Amendment No. 1 Registration Statement on August 1, 2005 and incorporated herein by reference.3

Previously filed as an exhibit to our current report on Form 8-K filed October 4, 2005 and incorporated herein by reference.4

Previously filed as an exhibit to our current report on Form 8-K filed November 2, 2005 and incorporated herein by reference.5

Previously filed as an exhibit to our current report on Form 8-K filed January 18, 2006 and incorporated herein by reference.6

Previously filed as an exhibit to our current report on Form 8-K filed February 9, 2006 and incorporated herein by reference.7

Previously filed as an exhibit to our current report on Form 8-K filed April 3, 2006 and incorporated herein by reference.8

Previously filed as an exhibit to our current report on Form 8-K filed September 5, 2006 and incorporated herein by reference.9

Previously filed as an exhibit to our current report on Form 8-K filed September 27, 2006 and incorporated herein by reference.10

Previously filed as an exhibit to our current report on Form 8-K filed November 7, 2006 and incorporated herein by reference.11

Previously filed as an exhibit to our current report on Form 8-K filed December 20, 2006 and incorporated herein by reference.12

Previously filed as an exhibit to our current report on Form 8-K filed February 7, 2007 and incorporated herein by reference.13

Previously filed as an exhibit to our Form 8-K filed on June 7, 2007 and incorporated herein by reference.14

Previously filed as an exhibit to our current report on Form 8-K filed November 13, 2007 and incorporated herein by reference.
  26
 Index
 
 15

Previously filed as an exhibit to our Form SB-2/A, Amendment No. 2 Registration Statement on July 3, 2007 and incorporated herein by reference16

Previously filed as an exhibit to our Form S-1/A Registration Statement on May 22, 200817

Previously filed as an exhibit to our Form 8-K filed on June 30, 200818

Previously filed as an exhibit to our Form 8-K filed on March 31, 2009
  27
 Index
  SIGNATURES
 
  In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  
 Petrosearch Energy Corporation
 
 Date:  May 15, 2009
 
 
 By:
/s/ Richard DoleRichard DoleChief Executive Officer, President and ChairmanBy:
/s/ David CollinsDavid CollinsChief Financial Officer, Chief Accounting Officer and Principal Financial Officer
   28