10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011 or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________

Commission File Number 000-31503

EDEN ENERGY CORP.
(Exact name of registrant as specified in its charter)

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Suite 1660 – 1055 West Hastings St, Vancouver, British Columbia	V6E 2E9
(Address of principal executive offices)	(Zip Code)

604-568-4700
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[ X ] YES [ ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[ ] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]	(Do not check if a smaller reporting company)	Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
[ ] YES [ X ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[ ] YES [ ] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 2,325,938 common shares issued and outstanding as of August 15, 2011

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim consolidated financial statements for the three and six month period ended June 30, 2011 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

EDEN ENERGY CORP.

Consolidated Financial Statements
(Expressed in United States dollars)

June 30, 2011

(Unaudited)

Eden Energy Corp.

Consolidated Balance Sheets

		June 30,			December 31,
		2011			2010
		(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	48,773		$	281,664
Accrued petroleum revenues		59,649			105,324
Other receivables		18,864			17,724
Prepaid expenses		50,753			58,681
Total Current Assets		178,039			463,393
Oil and gas properties (Note 3)		1,617,693			1,704,477
Restricted cash (Note 11)		2,000			32,676
Equipment, net of depreciation of $67,640 (December 31, 2010 - $61,501)		8,289			15,180
Total Assets	$	1,806,021		$	2,215,726
Liabilities and Stockholders’ (Deficit) Equity
Current Liabilities
Accounts payable	$	537,286		$	230,880
Loan payable (Note 6)		1,096,438			1,047,671
Total Current Liabilities		1,633,724			1,278,551
Asset retirement obligations (Note 4)		279,966			269,005
Total Liabilities		1,913,690			1,547,556
Contingencies and Commitments (Notes 1 and 7)
Stockholders’ (Deficit) Equity
Preferred Stock:      10,000,000 preferred shares authorized, $0.001 par value      None issued		–			–
Common Stock: (Note 8)      40,000,000 shares authorized, $0.001 par value      2,325,938 shares issued and outstanding (December 31, 2010 – 1,978,894)		2,326			1,979
Additional paid-in capital		50,676,183			50,471,582
Deficit		(50,786,178	)		(49,805,391	)
Total Stockholders’ (Deficit) Equity		(107,669	)		668,170
Total Liabilities and Stockholders’ (Deficit) Equity	$	1,806,021		$	2,215,726

The accompanying notes are an integral part of these consolidated statements
F-1

Eden Energy Corp.

Consolidated Statement of Operations

(Unaudited)

		Three Months			Three Months			Six Months			Six Months
		Ended			Ended			Ended			Ended
		June 30,			June 30,			June 30,			June 30,
		2011			2010			2011			2010
Revenue
Oil and gas	$	163,558		$	324,554		$	323,094		$	703,079
Expenses
Depletion, depreciation and amortization		75,649			72,758			103,884			163,023
General and administrative (Note 7)		439,213			93,400			548,543			209,866
Interest expense		50,372			50,605			100,145			100,485
Management fees		157,904			103,038			264,853			201,739
Oil and gas operating expenses		108,422			143,384			198,269			277,427
Production taxes		9,007			15,974			17,754			36,353
Professional fees		20,721			29,566			64,333			103,091
Operating expenses		861,288			508,725			1,297,781			1,091,984
Loss before other items		(697,730	)		(184,171	)		(974,687	)		(388,905	)
Other items
(Loss) gain on foreign exchange		(1,586	)		2,494			(6,174	)		(555	)
Interest income		32			84			74			161
Net loss		(699,284	)		(181,593	)		(980,787	)		(389,299	)
Other comprehensive income (loss)
Foreign currency translation adjustment		–			–			–			39
Comprehensive loss	$	(699,284	)	$	(181,593	)	$	(980,787	)	$	(389,260	)
Basic and diluted loss per share	$	(0.33	)	$	(0.09	)	$	(0.48	)	$	(0.20	)
Weighted average number of common shares outstanding – basic and diluted		2,089,000			1,978,800			2,034,000			1,978,800

The accompanying notes are an integral part of these consolidated statements
F-2

Eden Energy Corp.

Consolidated Statement of Cash Flows

(Unaudited)

		Six Months			Six Months
		Ended			Ended
		June 30,			June 30,
		2011			2010
Cash provided by (used in):
Operating Activities:
Net loss from operations	$	(980,787	)	$	(389,299	)
Non-cash items:
Depletion, depreciation and amortization		103,884			163,023
Accrued interest on loan payable		48,767			–
Stock based compensation		83,498			–
Accrued interest		–			1,169
Changes in non-cash operating assets and liabilities:
Accrued petroleum revenues		45,675			23,054
Other receivables		(1,140	)		5,384
Prepaid expenses and other		7,928			(5,369	)
Accounts payable and accrued liabilities		322,856			111,924
		(369,319	)		(90,114	)
Investing Activities:
Restricted cash		30,676			30,499
Disposal (purchase) of property and equipment		752			(1,430	)
Oil and gas property acquisition and exploration, net		–			129,526
		31,428			158,595
Financing Activities:
Proceeds from the sale of common stock		105,000			–
Bank overdraft		–			(58,679	)
		105,000			(58,679	)
Effect of exchange rate changes on cash		–			39
Increase (decrease) in cash and cash equivalents		(232,891	)		9,841
Cash and cash equivalents, beginning		281,664			341,976
Cash and cash equivalents, ending	$	48,773		$	351,817
Supplementary disclosure:
Interest paid	$	50,411		$	98,009
Income taxes paid	$	–		$	–

The accompanying notes are an integral part of these consolidated statements
F-3

Eden Energy Corp.

June 30, 2011

Notes to the Interim Consolidated Financial Statements

(Unaudited)

1.	Basis of Presentation
	The unaudited interim consolidated financial statements of Eden Energy Corp. (the “Company”) have been prepared by management in accordance with generally accepted accounting principles in the United States for interim financial information and conforms with the rules and regulations of the Security and Exchange Commission and reflects all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2011. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted. These unaudited interim consolidated financial statements and notes included herein should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2010, included in the Company’s Annual Report on Form 10-K. The accounting principles applied in the preparation of these interim consolidated financial statements are consistent with those applied for the year ended December 31, 2010.
	The Company’s interim consolidated financial statements are prepared on a going concern basis in accordance with generally accepted accounting principles in the United States which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company has experienced negative cash flows from operations to date and has accumulated losses of $50,786,178 since inception including a loss for the current period of $980,787. To date the Company has funded operations through the issuance of capital stock and debt. Management’s plan is to continue raising additional funds through future equity or debt financings, if available, as needed until it achieves profitable operations from its oil and gas activities. Given the Company’s focus of operations in natural gas production and the related supply and pricing challenges, there may be difficulty in raising further funding. The ability of the Company to continue its operations as a going concern is dependent on continuing to raise sufficient new capital to fund its exploration and development commitments and to fund ongoing losses if, as and when needed, and ultimately on generating profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. See also Notes 6, 7 and 13.
2.	Recently Issued Accounting Pronouncements
	The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.	Oil and Gas Properties
	The Company’s oil and gas acquisition, exploration and development activities are as follows:

	June 30, 2011						December 31, 2010
			United						United
	Canada		States		Total		Canada		States		Total
	$		$		$		$		$		$
Proven Properties
Acquisition costs	–		1,657,588		1,657,588		–		1,657,588		1,657,588
Exploration costs	–		22,787,157		22,787,157		–		22,787,157		22,787,157
Less:
Accumulated depletion	–		(2,491,064	)	(2,491,064	)	–		(2,404,280	)	(2,404,280	)
Accumulated impairment charges	–		(20,335,988	)	(20,335,988	)	–		(20,335,988	)	(20,335,988	)
	–		1,617,693		1,617,693		–		1,704,477		1,704,477
Unproven Properties
Acquisition costs	60,320		3,126,986		3,187,306		60,320		3,126,986		3,187,306
Exploration costs	2,049,836		4,507,654		6,557,490		2,049,836		4,507,654		6,557,490
Less:
Accumulated impairment charges	(2,110,156	)	(7,634,640	)	(9,744,796	)	(2,110,156	)	(7,634,640	)	(9,744,796	)
	–		–		–		–		–		–
Net Carrying Value	–		1,617,693		1,704,477		–		1,704,477		1,704,477

F-4

Eden Energy Corp.

June 30, 2011

Notes to the Interim Consolidated Financial Statements

(Unaudited)

3.	Oil and Gas Properties (continued)
	All of the Company’s oil and gas properties are located in the United States and Canada.
	Depletion expense – Proven Properties
	Depletion expense for the six months ended June 30, 2011 of $86,784 (2010 - $148,933) was recorded in the U.S. cost center. None of the Company’s unproven properties are subject to depletion.
	Impairment charges – Proven Properties
	During the six months ended June 30, 2011 and 2010, none of the Company’s proven property costs were considered impaired.
4.	Asset Retirement Obligations
	Asset retirement obligations consists of estimated final well closure and associated ground reclamation costs estimated to be incurred by the Company in the future once the economical life of its oil and gas wells are reached. A reconciliation between the estimated opening and closing asset retirement obligations balance is provided below:

	June 30,	December 31,
	2011	2010
	$	$
Beginning balance	269,005	247,917
Liabilities incurred	–	–
Accretion	10,961	21,088
Ending balance	279,966	269,005

5.	Related Party Transactions
	(a)	Under the terms of a management agreement with a private company wholly-owned by the President of the Company, the Company pays a fee of CDN$20,392 per month. During the six months ended June 30, 2011, management fees of $126,648 (2010 - $121,046) were incurred. At June 30, 2011, the Company owed $82,479 to the President, which is included in accounts payable. Refer to Note 13(b).
	(b)	Under the terms of a management agreement with a director and officer of the Company, the Company pays CDN$13,594 per month. During the six months ended June 30, 2011, management fees of $44,707 (2010 - $80,693) were incurred.
	(c)	During the six months ended June 30, 2011, salaries of $75,522 (2010 – $60,266) were paid to an officer of the Company and recorded under general and administrative expenses.
	(d)	Under terms of a management consulting agreement with an officer of the Company, the Company pays $5,000 per month. During the six months ended June 30, 2011, management fees of $10,000 (2010 - $nil) were incurred. At June 30, 2011, the Company owed $12,854 to the officer for fees and expenses, which is included in accounts payable.
	Refer to Note 6.
	Related party transactions are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties.
6.	Loan Payable
	On October 2, 2009, the Company entered into a secured loan agreement to borrow the principal sum of up to $1,000,000 (the “Loan”) from a company owned and controlled by the President and director. The Loan is secured pursuant to a general security agreement over all of the Company’s assets. Funds drawn on the loan bear interest at 20% per annum, payable quarterly, commencing three months after receiving the funds. The undrawn amount of the Loan shall bear interest at the rate of 1% per month, payable quarterly commencing three months after the date of the Loan agreement. Repayment of the principal amount of the Loan and any accrued and unpaid amounts and interest was to be made on the earlier of October 5, 2010, subject to extension upon mutual agreement, and an Event of Default, as that term is defined in the Loan agreement. The Company entered into various amendments to extend the due date to July 4, 2011and thereafter on a month to month basis unless notice is given by either party at least one month in advance. Should additional extensions not be provided, and if the Company is not capable of repayment, the Loan’s security, consisting of all of the Company’s assets, may be used to repay the loan. This could significantly impact the continued operation of the Company. As at June 30, 2011 $96,438 (December 31, 2010 - $47,671) in accrued interest is owing on this loan. During the six months ended June 30, 2011, the Company paid $50,411(2010 - $98,009) of interest.

F-5

Eden Energy Corp.

June 30, 2011

Notes to the Interim Consolidated Financial Statements

(Unaudited)

7.	Contingency
	a)	On January 5, 2010 the Company received a Writ of Notice, a Statement of Claim, and a Garnishing Order Before Judgement relating to its past office premises and lease termination made on September 9, 2009 claiming arrears rent and accelerated rent overdue of $109,273 plus damages. The Company filed a statement of defense disputing the claims on February 1, 2010. On May 13, 2011, the plaintiff was awarded judgement against the Company and during the period ended June 30, 2011, the Company recognized a loss of $338,936 which is included in general and administrative expenses.
	b)	The Company entered into an Indemnity Agreement dated December 1, 2010, whereby the Company agreed to indemnify a private company wholly-owned by the President of the Company, for rental and related expenses that may be incurred in relation to a lease for office premises.
8.	Common Stock
	a)	On March 8, 2011, the Company effected a 1:5 reverse stock-split of the authorized, issued and outstanding common stock. As a result, the authorized share capital decreased from 200,000,000 shares of common stock with a par value of $0.001 to 40,000,000 shares of common stock with a par value of $0.001. The issued and outstanding share capital decreased from 9,893,563 shares of common stock to 1,978,894 shares of common stock.
		All share amounts have been retroactively adjusted for all periods presented in the financial statements reflecting the above reverse stock splits.
	b)	On May 30, 2011, the Company issued an aggregate of 300,000 units at a price of $0.35 per unit pursuant to a private placement for total proceeds of $105,000. Each unit consists of one share of common stock and one warrant. One warrant is exercisable at $0.60 for a period of 24 months from the date of issuance.
	c)	On June 9, 2011, the Company issued 47,000 units at a price of $0.35 per unit pursuant to a debt settlement and subscription agreement with an officer of the Company to settle $16,450 debt outstanding to the officer. Each unit consists of one share of common stock and one warrant. One warrant is exercisable at $0.60 for a period of 24 months from the date of issuance.
9.	Stock Options
	Effective May 1, 2005 and amended December 20, 2007, the Company adopted an amended stock option plan to issue up to 171,053 shares of common stock.
	On May 17, 2011, the Company adopted a 2011 Stock Option Plan (the “2011 Stock Option Plan”) to issue up to 395,778 shares of common stock. The adoption of the 2011 Stock Option Plan terminates the previous Amended 2004 Stock Option Plan. The plan allows for the granting of share purchase options at a price of not less than fair value of the stock and for a term not to exceed ten years. The total number of options granted to any person shall not exceed 5% of the issued and outstanding common stock of the Company.
	During the six months ended June 30, 2011, the Company granted 280,000 stock options with immediate vesting terms to officers and directors to acquire 280,000 common shares at $0.30 per share on or before May 17, 2016. The Company recorded stock based compensation of $83,498, as management expense.
	The fair value for stock options granted during the period ended June 30, 2011 were estimated at the granting date using the Black-Scholes option-pricing model.
	The weighted average assumptions used are as follows:

	Period Ended	Period Ended
	June 30, 2011	June 30, 2010
Expected dividend yield	0%	–
Risk-free interest rate	1.80%	–
Expected volatility	245%	–
Expected option life (in years)	5	–

During the six months ended June 30, 2011, 82,000 stock options expired and/or were cancelled with exercise prices ranging between $15.00 and $62.50 per share.

F-6

Eden Energy Corp.

June 30, 2011

Notes to the Interim Consolidated Financial Statements

(Unaudited)

A summary of the Company’s stock option activity is as follows:

					Weighted
				Weighted	Average
	Number of			Average	Remaining
	Options			Exercise Price	Contractual Life
Outstanding, December 31, 2010	102,000		$	36.40
Expired/Cancelled	(82,000	)		41.35
Granted	280,000			0.30
Outstanding, June 30, 2011	300,000		$	2.06	4.63

	There were no unvested stock options at June 30, 2011. As at June 30, 2011, the intrinsic value of the outstanding and exercisable stock options was $nil.
10.	Share Purchase Warrants
	A summary of the changes in the Company’s common share purchase warrants is presented below:

			Weighted Average
	Number		Exercise Price
Balance, December 31, 2010	–		–
Issued	347,000	$	0.60
Balance, June 30, 2011	347,000	$	0.60

Additional information regarding warrants as at June 30, 2011 is as follows:

Number of Warrants	Exercise Price	Expiry Date
300,000	$ 0.60	May 30, 2013
47,000	$ 0.60	June 9, 2013
347,000

11.	Restricted Cash
	As at June 30, 2011 restricted cash consists of $2,000 (December 31, 2010 - $32,676 (CDN$32,500)) for security for corporate credit cards.
12.	Reclassifications
	Certain items presented for comparative purposes have been reclassified to conform to the presentation adopted in the current period.
13.	Subsequent Events
	(a)	The Company is in the process of applying for the listing of its common shares on TSX Venture Exchange. In conjunction with the Listing Application, the Company intends to carry out a brokered private placement (the "Financing") of 1,200,000 Units at a price of CDN$0.35 per Unit for gross proceeds of CDN$420,000. Each Unit is comprised of one Common Share and one Warrant. Each Warrant will entitle the holder to purchase one additional Common Share for a period of 24 months from the closing of the Financing at a price of CDN$0.60 per Common Share. The Company has agreed to pay to the Agent a commission equal to 8% of the aggregate gross proceeds of the Financing. As additional compensation, the Company agreed to grant agent’s warrant equal to 8% of the aggregate number of Units sold.
	(b)	The Company entered into an Amending Management Agreement dated August 2, 2011, with a private company wholly-owned by the President of the Company. Under the terms of the amended agreement, the Company agreed to pay a reduced management fee of Cdn$5,000 per month. Refer to Note 5(a).

F-7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms "we", "us", "our", "our company” and "Eden" mean Eden Energy Corp. and/or our subsidiaries, unless otherwise indicated.

General Overview

Our company, Eden Energy Corp., was incorporated in the State of Nevada on January 29, 1999, under the name E-Com Technologies Corp. On June 16, 2004 we effected a 2 for 1 stock split of our common stock and our preferred stock. On August 6, 2004 we changed our name to Eden Energy Corp. and increased our authorized capital to 100,000,000 shares of common stock having a $0.001 par value and 10,000,000 shares of preferred stock having a $0.001 par value. On January 7, 2010 we effected a share consolidation of our authorized and issued and outstanding shares of common stock on a 5 old for 1 new basis, such that our authorized capital decreased from 100,000,000 shares of common stock with a par value of $0.001 to 20,000,000 shares of common stock with a par value of $0.001 and, correspondingly, our issued and outstanding shares of common stock decreased from 49,467,856 shares of common stock to 9,893,563 shares of common stock. On May 20, 2010, our board of directors approved an amendment to our Articles to increase our authorized share capital to 200,000,000 common shares with a par value of $0.001 per share. This increase in authorized capital received approval of the requisite stockholders of our shares at our annual and special meeting held in Vancouver BC, Canada on August 3, 2010. Our authorized capital increased to 200,000,000 shares of common stock having a $0.001 par value and 10,000,000 shares of preferred stock having a $0.001 par value. On March 8, 2011, our company effected a 5 old for 1 new reverse stock-split of the authorized, issued and outstanding common stock. As a result, the authorized share capital decreased from 200,000,000 shares of common stock with a par value of $0.001 to 40,000,000 shares of common stock with a par value of $0.001. The issued and outstanding share capital decreased from 9,893,563 shares of common stock to 2,325,938 shares of common stock.

3

From mid 2004 through to mid 2008 we were an exploration stage oil and gas company engaged in the exploration for petroleum and natural gas in the State of Nevada and in the Province of Alberta, Canada. Effective September 2006 we commenced with a natural gas development-drilling program in the White River Dome, Ant Hill Unit located in the Piceance Basin in Colorado. The White River Dome project became our primary focus of activity mid 2008 due to the belief it represented the combination of good commercial returns while providing a large number of low risk development locations. We commenced receiving revenues from our White River Dome project during 2008 and have moved from an exploration stage company to an operating company. In conjunction with our partners we continue to monitor exploration activities in Alberta, Canada.

Net production from continuing operations for the three months ended June 30, 2011 was approximately 24,895 Mcfe as compared to 58,896 Mcfe for the three months ended June 30, 2010. Revenues recognized decreased due to a general decrease in production resulting in revenue of $163,558 for the three months ended June 30, 2011 as compared to $324,554 for the three months ended June 30, 2010.

The decline in natural gas prices over the past two years has impaired the valuation of our Colorado assets and has eroded our access to reserve based financing for continued drilling in Colorado. The commencement date for our continuous drilling program in Colorado was extended to no later than July 1, 2010. On June 30, 2010 we provided notice to EnCana we would not drill additional earning wells nor continue the drilling program in Colorado thus terminating our drilling and development agreement effective July 1, 2010. In conjunction with the Unit operator, management continues to evaluate production data from its wells prior to making future decisions. Management plans to continue to review other potential exploration projects, which may be presented to them from time to time.

In order to continue operating on October 2, 2009 we entered into a loan agreement whereby under certain terms and conditions we could borrow up to a $1,000,000 from D. Sharpe Management Inc., a company owned and controlled by our president and director. As of December 31, 2009 we had borrowed the full amount. Ongoing production related issues and the depressed state of natural gas prices continue to challenge our revenue projections and estimates of operating cash flows.

On October 14, 2010 we disclosed that we had entered into an amendment to the loan agreement with D. Sharpe Management Inc., extending the due date for the loan to April 5, 2011.

On April 1, 2011, we entered into an amending agreement with D. Sharpe Management Inc., wherein the loan has been further extended to May 5, 2011. All other terms of the loan agreement remain unchanged. The maturity date of the loan payable was extended to July 4, 2011, and thereafter on a month to month basis unless notice is given by either party at least one month in advance. Should additional extensions not be provided, and if our company is not capable of repayment, the loan’s security, consisting of all of our company’s assets, may be used to repay the loan. This could significantly impact the continued operation of our company.

On May 17, 2011 our directors approved the adoption of the 2011 Stock Option Plan which permits our company to issue up to 395,778 shares of our common stock to directors, officers, employees and consultants of our company upon the exercise of stock options granted under the 2011 Plan.

Awards under our 2011 Plan will vest as determined by our board of directors and as established in stock option agreements to be entered into between our company and each participant receiving an award.

Additional funds to meet loan retirement obligations and to cover future costs of company operations will be required when the loan comes due. There is uncertainty that further funding can be raised when necessary or that the loan can be extended upon maturity.

Due to the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer. As such, we are required to file certain information and documents at www.sedar.com.

4

Our Current Business

We are primarily focused and engaged in managing the White River Dome, Ant Hill Unit Project in Colorado. We expect to continue to monitor our exploration projects pursuant to our participation agreements with our partners.

White River Dome, Ant Hill Unit Drilling and Development Project – Colorado

The White River Dome, Ant Hill Project is a natural gas development-drilling program located in the Piceance Basin of western Colorado. Through agreements entered into September 1, 2006 and August 31, 2007 we have an 85% working interest in these prospective lands, and Eden carries the unit operator for 15% of the total well cost in each new well drilled on 40-acre drill site quarter/quarter section. For each well drilled, Eden earned a 100% interest in a diagonal 40-acre tract, located in the same 160-acre quarter section. The unit operator retains its 100% interest in the two remaining offset locations in each 160-acre drilling block. On July 26, 2010 Koch Exploration Company LLC was designated unit operator of the Ant Hill Unit assuming all rights, duties and obligations of the resigning unit operator, EnCana.

After the initial four locations were drilled, Eden elected to develop 4 additional 160-acre drilling blocks on acreage outside the existing participation agreements under the same terms, which initiated Eden’s continuing drilling commitment. There are 34 potential 160-acre drilling blocks outside of the existing participation agreements that have not been developed, resulting in 68 potential drilling locations on what is effectively 40-acre spacing. There is also the potential to develop the field on 20-acre spacing, which would provide for another 68 drilling locations. On June 30, 2010 we provided notice to EnCana that we would not drill additional earning wells nor continue the drilling program in Colorado thus terminating our drilling and development agreement effective July 1, 2010. As a result of this election Eden will conduct no further well earning operations in the Ant Hill Unit, but will continue to manage its interests in the current wells and properties earned to date. Properties earned to date include the potential to drill up to 8 offset well locations, one for each of the 8 wells already drilled. This election has not impaired the remaining carrying value of proven reserves.

Ant Hill Unit – Colorado

The primary targets are the Cameo Coal and Williams Fork Sandstones of the Cretaceous Mesaverde Group, found at an average depth of 8,100 feet. As of January 1, 2011 cumulative production from the field is in excess of approximately 85 Bcfe from 162 wells, with current production averaging 6.08 MMcf/d from 79 active wells. Typical well life in the field is in the range of 25-30 years. Gas from the Ant Hill unit typically contains about 25% carbon dioxide, which is removed at a local natural gas treatment plant. Drilling and completion costs have historically been in the $2,000,000 range per well throughout the field, though with service costs declining due to general economic conditions, we estimate costs now to be in the $1,500,000 range. Lease operating and gas gathering costs have increased in the unit with recent amendments to our agreements and the change in Unit operator. Operations in the White River Dome Field are largely prohibited in the winter months.

Effective March 1, 2011 we entered into an amendment to the gas marketing agreement with Koch Exploration Company, LLC which provides that the operator shall charge and deduct from production proceeds a fee for the processing and treating of Eden’s gas in an amount equal to Eden’s allocated share, on a volume basis, of the operator’s actual gas plant costs, inclusive.

5

On February 28, 2011 we received an independent reserve report from MHA Petroleum Consultants Inc., of Lakewood, Colorado, which was effective January 1, 2011. Using an average of 2010 monthly actual received oil and gas prices in accordance with Securities and Exchange Commission (SEC) criteria, net to Eden, the report assigned our eight proved developed producing wells net reserves of approximately 1.03 Bcfe with a pre tax PV10 value of $1.70 million. Our eight associated proved and undeveloped well locations were not included in the SEC report as they are uneconomical to develop using the current SEC reserve criteria. As an alternative evaluation, effective December 31, 2010 in accordance with the current Canadian Oil and Gas Handbook NI 51-101 reserve evaluation criteria, which uses the Sproule December 31, 2010 oil and gas price forecast, MHA Petroleum Consultants Inc. assigned Eden net proved reserves of approximately 5.47 Bcfe with a pre tax PV 10 value of $3.20 million.

Noah Project - Nevada

From August 2004 to July 2008 we conducted an exploration program in Nevada, which cumulated in the drilling of the Noah Federal #1 well in the spring of 2008. Though the well encountered its target formation, log analysis and the lack of oil or gas shows did not support further testing and our project in Nevada was terminated. Accordingly, we recognized total impairment of $8,398,382 related to the Noah project during the year ended December 31, 2008. Subsequently, we assigned all our rights, title, and interests to our partners in the project area.

On September 20, 2010 we received a refund of $332,150 from our joint venture partner relating to road and site reclamation costs which we had prepaid by authorization of expenditure when drilling was initially scheduled to commence. A remaining $25,000 has been held by our partner to cover final site reclamation costs, which all or some may be refunded if final costs are less than $25,000. More detailed information on this project is available in our 2008 and 2009 year end filings.

Cherry Creek Project - Nevada

On October 21, 2005, we commenced with a second exploration project in Nevada called Cherry Creek. On July 28, 2008, subsequent to the Noah well drilling and after a careful review of the technical aspects involved, we terminated the project. Accordingly, we recognized total impairment of $876,195 related to the Cherry Creek project during the year ended December 31, 2008. Subsequently, we assigned all our rights, title, and interests to our partner in the project area. More detailed information on this project is available in our 2008 and 2009 year end filings.

Chinchaga Project – Alberta

From March 13, 2006 to February 2007 in conjunction with our partners, we conducted an exploration program in Alberta, which cumulated with drilling two exploratory wells. Both wells were plugged and abandoned in early 2007 and we recognized total impairment of $1,462,214 relating to the dry wells. By drilling these wells we have earned an interest in certain lands for potential future exploration. In the year ended December 31, 2010 we recognized additional impairment on these properties of $647,915 and unless there is a significant improvement in natural gas prices in the near future, management is unlikely to focus further in this area. More detailed information on this project is available in our 2008 and 2009 year end filings.

Cash Requirements

Due to our company’s current financial situation, it is challenging for management to comment on plans for the next twelve-month period.

6

In Colorado, we hold 640 gross acres in our White River Dome, Ant Hill unit development-drilling project. We have assigned our interests to our partners in the Noah and Cherry Creek projects in Nevada. In Alberta we have interests in approximately 23,000 gross acres of leases pursuant to our joint venture exploration agreements.

Our current focus of activity is managing our well program in Colorado and over the next twelve-month period we have not budgeted for exploration expenditures.

The past two years decline in natural gas prices has led to a significant write down in the valuation of our Colorado assets. Ongoing production related issues; increased lease operating and gas gathering costs, and the current depressed state of natural gas prices are challenging our revenue projections and estimates of operating cash flows. We expect cash flows for the next twelve-month period to be in a range of $500,000, which we anticipate will not provide adequate operating cash flow for the period. For the prior year ending December 31, 2010 we had received or accrued approximately $1.156 million from gas, oil, and natural gas liquid sales from our production wells. For the three months ended June 30, 2011, we had received or accrued $163,558 from gas, oil and natural gas liquid sales from our production wells.

We anticipate we will not have adequate operating cash flow for the next twelve month period. Additional funds to meet obligations and to cover the costs of company operations will be required in future and there is uncertainty that further funding can be raised.

Our net cash provided by financing activities during the three months ended June 30, 2011 was $105,000 as compared to $Nil used during the three months ended June 30, 2010.

We will require additional funds in the future to maintain operations and further funds to implement our growth strategy in our gas development operations. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

In order to proceed with past settlement plans and provide working capital, on October 2, 2009 we entered into a loan agreement to borrow the principal sum of up to US$1,000,000 from a company owned and controlled by Donald Sharpe, our president and a director. The loan is secured pursuant to a general security agreement over all of our company’s assets, also dated effective October 2, 2009.

The loan available to us was to be drawn down in an initial draw of $500,000 and, upon the provision of 30 days written notice, further draws of not less than $50,000, to an aggregate maximum of $1,000,000. The initial draw was confirmed received by our company on October 7, 2009 and a subsequent draw of $500,000 was confirmed received on October 21, 2009.

The loan bears interest from the date any funds are advanced to the date of full repayment of all amounts outstanding under the loan, at 20% per annum. Interest is payable quarterly, in arrears, commencing January 5, 2010, and quarterly thereafter, for the initial draw. For subsequent draws, interest shall be payable three months after such draws, in arrears, and quarterly thereafter. The undrawn amount of the loan shall bear interest at the rate of 1% per month, which amount shall be payable quarterly, commencing three months after the date of the loan agreement.

We were required to repay the principal amount of the loan and all accrued and unpaid amounts and interest on the earlier to occur of October 5, 2010, subject to extension upon mutual agreement, or an event of default occurring, as defined in the agreement. This repayment date was extended to July 4, 2011, and thereafter on a month to month basis unless notice is given by either party at least one month in advance. We may prepay the loan in whole or in part, at any time and from time to time without notice, bonus or penalty.

7

Estimated Net Expenditures During the Next Twelve Months

Over the next twelve months we expect to expend funds as follows:

	$
General, Administrative, and Corporate Expenses	750,000
Interim Loan Interest Expense	50,000
Interim Loan Retirement	1,000,000
Ant Hill Unit Lease Operating Expenses	360,000
Total	2,160,000

We have recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.

The continuation of our business is dependent upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment (excluding oil and gas activities) over the twelve months ending June 30, 2012 other than office computers, furnishings, and communication equipment as required.

Research and Development

We have incurred $Nil in research and development expenditures over the last two fiscal years.

Employees

Currently our only employees are our directors and officers. We do and will continue to outsource contract employment as needed. With project advancement and if we are successful in any exploration or drilling programs, we may retain additional employees.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

8

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Basis of Presentation and Consolidation

The unaudited interim consolidated financial statements have been prepared by our company in accordance with generally accepted accounting principles in the United States for interim financial information and conforms with the rules and regulations of the Security and Exchange Commission and reflects all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2011. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted. These unaudited interim consolidated financial statements and notes included herein should be read in conjunction with our company’s audited consolidated financial statements and notes for the year ended December 31, 2010, included in our company’s Annual Report on Form 10-K. The accounting principles applied in the preparation of these interim consolidated financial statements are consistent with those applied for the year ended December 31, 2010.

Our company’s interim consolidated financial statements are prepared on a going concern basis in accordance with generally accepted accounting principles in the United States which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. Our company has experienced negative cash flows from operations to date and has accumulated losses of $50,786,178 since inception including a loss for the current period of $980,787. To date our company has funded operations through the issuance of capital stock and debt. Management’s plan is to continue raising additional funds through future equity or debt financings, if available, as needed until it achieves profitable operations from its oil and gas activities. Given our company’s focus of operations in natural gas production and the related supply and pricing challenges, there may be difficulty in raising further funding. The ability of our company to continue its operations as a going concern is dependent on continuing to raise sufficient new capital to fund its exploration and development commitments and to fund ongoing losses if, as and when needed, and ultimately on generating profitable operations. These factors raise substantial doubt regarding our company’s ability to continue as a going concern. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions. Our company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to recoverable values of oil and gas properties, stock-based compensation, convertible notes, the provision for income taxes, depreciation, depletion and asset retirement obligations.

9

Cash and Cash Equivalents

Our company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Foreign Currency Translation

Our company’s and its United States subsidiaries’ functional and reporting currency is the United States dollar. The functional currency of our company’s Canadian subsidiary is the Canadian dollar. The financial statements of the subsidiary are translated to United States dollars in accordance with ASC 830 “Foreign Currency Translation Matters” using period-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income as a component of stockholders’ equity. Foreign currency transaction gains and losses are included in current operations. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. Our company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Asset Retirement Obligations

Our company accounts for asset retirement obligations in accordance with the provisions of ASC 440 “Asset Retirement and Environmental Obligations”. ASC 440 requires our company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The estimated fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted risk-free rate. This liability is capitalized as part of the cost of the related asset and amortized over its useful life. The liability accretes until our company settles the obligation.

Oil and Gas Properties

Our company utilizes the full cost method to account for its investment in oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including such costs as leasehold acquisition costs, capitalized interest costs relating to unproved properties, geological expenditures, tangible and intangible development costs including direct internal costs are capitalized to the full cost pool. When our company commences production from established proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. Investments in unproved properties and major development projects including capitalized interest, if any, are not depleted until proved reserves associated with the projects can be determined. If the future exploration of unproved properties are determined uneconomical the amount of such properties are added to the capitalized cost to be depleted.

The capitalized costs included in the full cost pool are subject to a "ceiling test", which limits such costs to the aggregate of the estimated present value, using a ten percent discount rate, of the future net revenues from proved reserves, based on current economic and operating conditions plus the lower of cost and estimated net realizable value of unproven properties.

Sales of proved and unproved properties are accounted for as adjustments of capitalized costs with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in the statement of operations.

Property and Equipment

Property and equipment is recorded at net cost of $8,289 (2010 - $15,180) less accumulated depreciation of $67,640 (2010 - $61,501). Depreciation is recorded on the straight-line basis over five years.

10

Long-Lived Assets

In accordance with ASC 360, “Property Plant and Equipment", the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. Our company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

Loss Per Share

Our company computes net loss per share in accordance with ASC 260 "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. Shares underlying these securities totaled approximately 647,000 as of August 15, 2011. Diluted loss per share figures are equal to those of basic loss per share for each period since the effects of convertible debt, stock options and warrants have been excluded as they are anti-dilutive.

Other Comprehensive Income (Loss)

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. For the quarter ended June 30, 2011 and 2010, the only components of comprehensive income (loss) were foreign currency translation adjustments.

Financial Instruments

Our company’s financial instruments consist principally of cash and cash equivalents, accrued petroleum revenues, other receivables, accounts payable, and loan payable. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Management believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Income Taxes

Our company follows the liability method of accounting for income taxes as set forth in ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

Debt Issue Costs

In accordance with the Accounting Principles Board Opinion 21 “Interest on Receivables and Payables”, our company recognizes debt issue costs on the balance sheet as deferred charges, and amortizes the balance over the term of the related debt. Our company follows the guidance in the EITF 95-13 “Classification of Debt Issue Costs in the Statement of Cash Flows” and classifies cash payments for debt issue costs as a financing activity. During the quarter ended June 30, 2011 our company recognized amortization expense of $Nil.

11

Stock – Based Compensation

Our company has a stock-based compensation plan, whereby stock options are granted in accordance with the policies of the stock option plan. Our company records stock-based compensation in accordance with ASC 718 “Compensation – Stock Based Compensation”, using the fair value method.

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Revenue Recognition

Oil and natural gas revenues are recorded using the sales method whereby our company recognizes oil and natural gas revenue based on the amount of oil and gas sold to purchasers when title passes, the amount is determinable and collection is reasonably assured. Actual sales of gas are based on sales, net of the associated volume charges for processing fees and for costs associated with delivery, transportation, marketing, and royalties in accordance with industry standards. Operating costs and taxes are recognized in the same period of which revenue is earned.

Recently Issued Accounting Pronouncements

Our company has implemented all new accounting pronouncements that are in effect and that may impact our financial statements and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Going Concern

In 2008 we commenced receiving revenues from the White River Dome project and at mid-year we concluded our Nevada exploration projects. Reflecting these operational changes as at December 31, 2008, we moved from an exploration stage company to an operating company. However, due to early production instability with our new gas wells in the White River Dome field and a dramatic decline in gas selling prices through 2008, 2009 and into 2010, we continue to have operating losses and do not have substantial positive cash flow from our operating activities. Based on the current level of natural gas prices and the outlook ahead, we anticipate an operating cash short fall within the next twelve month period. Reserve based debt financing for further development became unavailable to us due to the decline in natural gas selling prices from prior levels and effective July 1, 2010 our drilling and development agreement in Colorado was terminated. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock or through debt financing from our directors, although we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors. We currently do not have any firm arrangements in place for any future debt or equity financing. On October 14, 2010 we agreed with our company president to an extension to his company’s $1 million loan to July 4, 2011 and thereafter on a month to month basis. Though we have been successful in the past raising funding, we may not be successful in future in order to maintain operations. We have reduced overhead costs where possible in attempt to match anticipated future revenues; however ongoing commitments and a certain level of fixed costs make further reductions challenging to realize.

Results of Operations – Three Months Ended June 30, 2011 and 2010

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended June 30, 2011, which are included herein.

Our operating results for the three months ended June 30, 2011, for the three months ended June 30, 2010 and the changes between those periods for the respective items are summarized as follows:

12

	Three Months Ended June 30, 2011 $	Three Months Ended June 30, 2010 $	Change Between Three Month Period Ended June 30, 2011 and June 30, 2010 $
Revenue	163,558	324,554	(160,996)
Depletion, depreciation and amortization	75,649	72,758	(46,253)
General and administrative	439,213	93,400	345,813
Interest expense	50,372	50,605	(233)
Management fees	157,904	103,038	54,866
Oil and gas operating expenses	108,422	143,384	(34,962)
Production taxes	9,007	15,974	(6,967)
Professional Fees	20,721	29,566	(8,845)
Gain (loss) on foreign exchange	(1,586)	2,494	(4,080)
Interest income	32	84	(52)
Net loss	(669,284)	(181,593)	(466,667)

Our accumulated losses increased to $50,786,178 as of June 30, 2011. Our financial statements report a net loss of $669,284 for the three month period ended June 30, 2011 compared to a net loss of $181,593 for the three month period ended June 30, 2010. Our losses have increase primarily as a result of the accrual of a legal settlement of $338,936 recorded in general and administration. Our company also recognized depletion, depreciation and amortization of its capitalized oil and gas expenditures of $75,649 during the three months ended June 30, 2011, compared to $72,758 for the three months ended June 30, 2010. The depletion rate for Colorado production for the three months ended June 30, 2011 was $1.50/mcfe (June 30, 2010 - $1.09/mcfe) .

Results of Operations – Six Months Ended June 30, 2011 and 2010

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended June 30, 2011, which are included herein.

Our operating results for the six months ended June 30, 2011, for the six months ended June 30, 2010 and the changes between those periods for the respective items are summarized as follows:

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	Six Months Ended June 30, 2011	Six Months Ended June 30, 2010	Change Between Six Month Period Ended June 30, 2011 and June 30, 2010
Revenue	$ 323,094	$ 703,079	$ (379,985)
Depletion, depreciation and amortization	103,884	163,023	(108,283)
General and administrative	548,543	209,866	338,677
Interest expense	100,145	100,485	(340)
Management fees	264,853	207,739	57,114
Oil and gas operating expenses	198,269	277,427	(79,158)
Production taxes	17,754	36,353	(18,599)
Professional Fees	64,333	103,091	(38,758)
Gain (loss) on foreign exchange	(6,174)	(555)	(5,619)
Gain on settlement of debt	1,880	Nil	1,880
Interest income	74	161	(87)
Net loss	(980,787)	(389,299)	(540,464)

As at June 30, 2011, we had $1,633,724 in current liabilities. Our net cash used in operating activities for the six months ended June 30, 2011 was $369,319 compared to $90,114 used in operating activities in the six months ended June 30, 2010. Our accumulated losses increased to $50,786,178 as of June 30, 2011. Our financial statements report a net loss of $980,787 for the six month period ended June 30, 2011 compared to a net loss of $389,299 for the six month period ended June 30, 2010. Our losses have increased primarily as a result of a one-time accrual of $338,936 in legal settlement and a decrease in oil and gas revenue received or accrued. Our company also recognized depletion, depreciation and amortization of its capitalized oil and gas expenditures of $103,884 during the six months ended June 30, 2011, compared to $163,023 for the six months ended June 30, 2010. The depletion rate for Colorado production for the six months ended June 30, 2011 was $1.66/mcfe.

Our total liabilities as of June 30, 2011 were $1,913,690 as compared to total liabilities of $1,547,556 as of December 31, 2010. The $366,134 increase was largely due to an increase in accounts payable from $230,880 as at December 31, 2010 to $537,286 as at June 30, 2011.

During the six month period ended June 30, 2011 we expended $Nil on exploration, development and acquisition of our oil and gas properties as compared to a net recovery of $129,526 received during the six month period ended June 30, 2010. Of this amount $2,629 was attributable to acquisition costs and $132,155 net recovered was attributable to exploration and development costs incurred during the six months ended June 30, 2010.

14

Liquidity and Financial Condition

Working Capital

		At		At
		June 30,		December 31,
		2011		2010
Current assets	$	178,039		463,393
Current liabilities		1,633,724		1,278,551
Working capital	$	(1,455,685	)	(815,158	)

Cash Flows

		Six Months Ended
		June 30
		2011		2010
Cash flows provided by (used in) operating activities	$	(369,319	)	(90,114	)
Cash flows provided by (used in) investing activities		31,428		158,595
Cash flows provided by (used in) financing activities		105,000		(58,679	)
Effect of exchange rate changes on cash		-		39
Net increase (decrease) in cash during period	$	(232,891	)	9,841

Operating Activities

Net cash used in operating activities was $369,319 in the six months ended June 30, 2011 compared with net cash used in operating activities of $90,114 in the same period in 2010. The increase in net cash used in operating activities of $279,205 is mainly because of an increase in payments on accounts payable and accrued liabilities, as well as a decrease in oil and gas revenue received during the six month period ended June 30, 2011 compared to the six months ended June 30, 2010.

Investing Activities

Net cash provided by investing activities was $31,428 in the six months ended June 30, 2011 compared to net cash provided by investing activities of $158,595 in the same period in 2010. The decrease in cash provided by of $127,167 in investing activities is mainly attributable to one-timer recovery in oil and gas acquisition and exploration activity in the six month period ended June 30, 2010.

Financing Activities

Net cash provided by financing activities was $105,000 in the six months ended June 30, 2011 compared to net cash used in financing of $58,679 in the same period in 2010. The difference in cash provided by of $163,679 in financing activities is mainly attributed to a repayment of a bank overdraft during the period ended June 30, 2010, as well as a financing completed of $105,000 in the six month period ended June 30, 2011.

15

Oil and gas sales volume comparisons for the six months ended June 30, 2011 compared to the six months ended June 10, 2010

For the six months ended June 30, 2011 net production from continuing operations was 52,425 Mcfe as compared to 118,193 Mcfe for the six months ended June 30, 2010. Due to lower production overall we recognized oil and gas sales of $323,094 for the six months ended June 30, 2011 as compared to $703,079 in the same period in 2010.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of June 30, 2011, the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer) and our chief financial officer (also our principal financial and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. It should be noted that due to an unprecedented economic downturn, which began in late 2008, management in early 2009 implemented significant rationalizing initiatives within our company in attempts to bring costs in line with the reduced revenues being received and expected in the periods ahead. As the effectiveness of our company’s controls and procedures was to a degree dependant on a level of personnel and operations prior to rationalizing efforts, it is possible managements rationalizing initiatives consequently affected these controls. Through the subsequent periods and the quarter covered by this report, due to these rationalizing efforts, senior management became more directly involved with all aspects of company operations and processes. Based on the foregoing, our president (also our principal executive officer) and our chief financial officer (also our principal financial and principal accounting officer) believe that our disclosure controls and procedures were still effective as of the end of the period covered by this quarterly report in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance’s with US generally accepted accounting principles.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during our quarter ended June 30, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

On December 21, 2009 Ontrea Inc. filed an action in the courts of British Columbia, Canada against Eden Canada Holdings Ltd., a registered name of Eden Energy Corp. in Canada, claiming arrears rent and accelerated rent overdue of $109,273 plus damages. Eden Canada Holdings Ltd. filed its Statement of Defense on February 1, 2010. On May 13, 2011, Ontrea was awarded judgement against our company and during the period ended June 30, 2011, our company recognized a loss of $338,936 which is included in general and administrative expenses.

Other than this, we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 1A. Risk Factors

Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below:

We have had negative cash flows from operations If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment.

To date we have had negative cash flows from operations and we have been dependent on sales of our equity securities and debt financing to meet our cash requirements and have incurred losses totaling approximately $980,787 for the six months ended June 30, 2011, and cumulative losses of $50,786,178 to June 30, 2011. As of June 30, 2011 we had a working capital deficit of $1,455,685. Other than for possibly a few months where our production rates are higher and commodity prices remain firm, we do not expect positive cash flow from operations in the next twelve month period and there is no assurance that actual cash requirements will not exceed our estimates, or that our sales projections will be realized as estimated. In particular, additional capital may be required in the event that:

• drilling and completion costs for further wells increase beyond our expectations; or

• commodity prices for our production decline beyond our expectations; or

• production levels do not meet our expectations; or

• we encounter greater costs associated with general and administrative expenses or offering costs.

The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans.

We will depend almost exclusively on outside capital to pay for the continued exploration and development of our properties. Such outside capital may include the sale of additional stock and/or commercial borrowing. Capital may not continue to be available if necessary to meet these continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment.

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A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because our operations have been primarily financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

We have a history of losses and fluctuating operating results. We expect to continue to incur operating losses and negative cash flow until we receive significant commercial production from our properties

From inception through to June 30, 2011, we have incurred aggregate losses of approximately $50,786,178. Our loss from operations for the six months ended June 30, 2011 was $980,787. There is no assurance that we will operate profitably or will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the unpredictability of when customers will purchase our production and/or services, the size of customers’ purchases, the demand for our production and/or services, and the level of competition and general economic conditions. If we cannot generate positive cash flows in the future, or raise sufficient financing to continue our normal operations, then we may be forced to scale down or even close our operations. Until such time as we generate significant revenues, we expect an increase in development costs and operating costs. Consequently, we expect to continue to incur operating losses and negative cash flow until we receive significant commercial production from our properties.

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

We have limited history of revenues from operations and have limited significant tangible assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating history and must still be considered in the early development stage. The success of our company is significantly dependent on a successful acquisition, drilling, completion and production program. Our company’s operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to locate recoverable reserves, extract the reserves economically, and/or operate on a profitable basis. We are in the early development stage of an operating company and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

Trading of our stock may be restricted by the SEC's "Penny Stock" regulations, which may limit a stockholder's ability to buy and sell our stock.

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to

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effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Trading in our common shares on the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.

Our common shares are currently listed for public trading on the OTC Bulletin Board. The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.

Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of our development. We have largely been engaged in the business of exploring and until only recently attempting to develop commercial reserves of oil and gas. Our Alberta property is in the exploration stage and without known reserves of oil and gas. Only our Colorado properties have commenced production and due to depressed natural gas prices are proving uneconomical to develop. We have not generated significant revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate significant revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon attaining adequate levels of internally generated revenues through locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. Since we have not generated adequate revenues, we will have to raise additional monies through either securing industry reserve based debt financing, or the sale of our equity securities or debt, or combinations of the above in order to continue our business operations.

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As our properties are in the exploration and early development stage there can be no assurance that we will establish commercial discoveries and/or profitable production programs on these properties.

Exploration for economic reserves of oil and gas is subject to a number of risk factors. Few properties that are explored are ultimately developed into producing oil and/or gas wells. Our past Nevada properties and our Alberta properties have been fully impaired and are without proven reserves of oil and gas. We may not establish commercial discoveries on these properties. Our Colorado property is in early stage development drilling and is proving uneconomical for us to continue drilling.

The potential profitability of oil and gas ventures depends upon factors beyond the control of our company.

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

Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. The marketability of oil and gas, which may be acquired or discovered, will be affected by numerous factors beyond our control. These factors include the proximity and capacity of oil and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection. These factors cannot be accurately predicted and the combination of these factors may result in our company not receiving an adequate return on invested capital.

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

The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staff. Accordingly, there is a high degree of competition for desirable oil and gas leases, suitable properties for drilling operations and necessary drilling equipment, as well as for access to funds. We cannot predict if the necessary funds can be raised or that any projected work will be completed. Our budget does not anticipate the potential acquisition of additional acreage in Alberta although this may change at any time without notice. This acreage may not become available or if it is available for leasing, that we may not be successful in acquiring the leases. There are other competitors that have operations in these areas and the presence of these competitors could adversely affect our ability to acquire additional leases.

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

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

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

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

Governmental Regulations

Our oil and gas operations are subject to various United States and Canadian federal, state/provincial and local governmental regulations. Matters subject to regulation include discharge permits for drilling operations, drilling and abandonment bonds, reports concerning operations, the spacing of wells, and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in order to conserve supplies of oil and gas. The production, handling, storage, transportation and disposal of oil and gas, by-products thereof, and other substances and materials produced or used in connection with oil and gas operations are also subject to regulation under federal, state, provincial and local laws and regulations relating primarily to the protection of human health and the environment. To date, expenditures related to complying with these laws, and for remediation of existing environmental contamination, have not been significant in relation to the results of operations of our company. The requirements imposed by such laws and regulations are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations.

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

In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date. Specifically, we are subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

We believe that our operations comply, in all material respects, with all applicable environmental regulations.

Our operating partners maintain insurance coverage customary to the industry; however, we are not fully insured against all possible environmental risks.

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

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

Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States, Canada, or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.

The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.

Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.

Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.

Our constating documents authorize the issuance of 40,000,000 shares of common stock with a par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.

Our By-laws do not contain anti-takeover provisions, which could result in a change of our management and directors if there is a take-over of our company.

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.

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As a result of a majority of our directors and officers are residents of other countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our company or our directors and officers.

Other than our operations office in Denver, Colorado, we do not currently maintain a permanent place of business within the United States. In addition, a majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our company or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On May 30, 2011, we issued an aggregate of 300,000 units at a price of $0.35 per unit pursuant to a private placement for total proceeds of $105,000. Each unit consists of one share of common stock and one warrant. One warrant is exercisable at $0.60 for a period of 24 months from the date of issuance. We issued the securities to three non-U.S. persons in an offshore transaction relying upon Regulation S and/or Section 4(2) of the Securities Act of 1933.

Effective June 9, 2011, we issued 47,000 units at a price of $0.35 per unit pursuant to a debt settlement with an officer of our company. Each unit consists of one share of common stock and one warrant. One warrant is exercisable at $0.60 for a period of 24 months from the date of issuance. We issued the securities to one U.S. person relying upon Rule 506 of Regulation D of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities

None.

Item 4.	[Removed and Reserved]
Item 5.	Other Information

None.

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Item 6. Exhibits

Exhibit	Description
Number
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation (incorporated by reference from our Registration Statement on Form 10-SB, filed on September 11, 2000).
3.2	Bylaws (incorporated by reference from our Registration Statement on Form 10-SB, filed on September 11, 2000).
3.3	Certificate of Amendment filed with the Secretary of State of Nevada on June 16, 2004 (incorporated by reference from our Quarterly Report on Form 10-QSB filed on November 22, 2004).
3.4	Certificate of Amendment filed with the Secretary of State of Nevada on August 6, 2004 (incorporated by reference from our Quarterly Report on Form 10-QSB filed on November 22, 2004).
3.5	Certificate of Change filed with the Secretary of State of Nevada on December 8, 2009 (incorporated by reference from our Current Report on Form 8-K filed on January 29, 2010).
3.6	Certificate of Amendment filed with the Secretary of State of Nevada on August 6, 2010 (incorporated by reference from our Current Report on Form 8-K filed on August 9, 2010).
3.7	Certificate of Change filed with the Secretary of State of Nevada on February 25, 2011 (incorporated by reference from our Current Report on Form 8-K filed on March 9, 2011).
(4)	Instruments defining rights of security holders, including indentures
4.1	2004 Stock Option Plan (incorporated by reference from our Form S-8, filed on October 8, 2004).
4.2	Amended 2004 Stock Option Plan (incorporated by reference from our Current Report filed on Form 8- K filed on January 23, 2008)
(10)	Material Contracts
10.1	Participation Agreement with Merganser Limited (incorporated by reference from our Current Report on Form 8-K filed on November 10, 2005).
10.2	Joint Participating Agreement with Chamberlain Exploration Development and Research Stratigraphic Corporation dba Cedar Strat Corporation (incorporated by reference from our Current Report on Form 8- K filed on February 21, 2006).**
10.3	Amended Management Consulting Agreement dated February 28, 2006 and made effective February 1, 2006 with Donald Sharpe (incorporated by reference from our Current Report on Form 8-K filed on March 10, 2006).
10.4	Farmout and Option Agreement with Suncor dated March 7, 2006 (incorporated by reference from our Current Report on Form 8-K filed on March 17, 2006).**
10.5	Management Agreement with Freestone Energy LLC dated May 1, 2006 (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2006).
10.6	Stock Option Agreement with Larry Kellison dated May 1, 2006 (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2006).
10.7	Amended Management Consulting Agreement dated December 21, 2006 and made effective January 1, 2007 with D. Sharpe Management Inc. (incorporated by reference from our Current Report on Form 8-K filed on December 22, 2006).
10.8	Form of Stock Option Agreement with Donald Sharpe, John Martin and Larry Kellison (incorporated by reference from our Current Report on Form 8-K filed on December 22, 2006).

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Exhibit	Description
Number
10.9	Form of Stock Option Agreement with Paul Mitchell, Kim Lloyd and Olga Bespalaja (incorporated by reference from our Current Report on Form 8-K filed on December 22, 2006).
10.10	Participation Agreement dated February 14, 2007 with Suncor Energy Inc., Grand Banks Energy Corporation and Dejour Energy (Alberta) Ltd. (incorporated by reference from our Current Report on Form 8-K filed on February 23, 2007).
10.11	Amended Management Consulting Agreement dated December 21, 2006 and made effective January 1, 2007 with Freestone Energy LLC (incorporated by reference from our Current Report on Form 8-K filed on February 23, 2007).
10.12	Form of Stock Option Agreement with Ralph Stensaker (incorporated by reference from our Current Report on Form 8-K filed on December 22, 2006).
10.13	Amended Management Consulting Agreement dated December 21, 2007 and made effective January 1, 2008 with D. Sharpe Management Inc. (incorporated by reference from our Current Report on Form 8-K filed on December 28, 2007).
10.14	Amended Management Consulting Agreement dated December 21, 2007 and made effective January 1, 2008 with Larry Kellison. (incorporated by reference from our Current Report on Form 8-K filed on December 28, 2007).
10.15	Form of Note and Warrant Amendment Agreement dated January 17, 2008 (incorporated by reference from our Current Report on Form 8-K filed on January 23, 2008).
10.16	Form of Stock Option Agreement with Donald Sharpe, John Martin, Ralph Stensaker, Larry Kellison, Kim Lloyd, Olga Bespalaja and Paul Mitchell (incorporated by reference from our Current Report on Form 8-K filed on January 23, 2008).
10.17	Note and Warrant Amendment Agreement dated February 8, 2008 with RAB Special Situations (Master) Fund Limited (incorporated by reference from our Current Report on Form 8-K filed on February 14, 2008).
10.18	Form of Note and Warrant Amendment Agreement dated April 2, 2008 (incorporated by reference from our Current Report on Form 8-K filed on April 4, 2008).
10.19	Executive Employment Agreement between our company and Larry Kellison executed July 18, 2008 and dated effective January 1, 2008 (incorporated by reference from our Current Report on Form 8-K filed on July 22, 2008).
10.20	First Amendment of Agent Operator Agreement 2008 (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 14, 2009).
10.21	Fourth Amendment of Drilling and Development Agreement (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 14, 2009).
10.22	Letter Agreement with En Cana Oil and Gas (USA) Inc (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 14, 2009).
10.23	Loan Agreement between Eden Energy Corp. and D Sharpe Management Inc., dated effective October 2, 2009 (incorporated by reference from our Quarterly Report on Form 10-Q filed on October 16, 2009).
10.24	General Security Agreement between Eden Energy Corp. and D Sharpe Management Inc., dated effective October 2, 2009 (incorporated by reference from our Quarterly Report on Form 10-Q filed on October 16, 2009).
10.25	Amending Agreement with D. Sharpe Management Inc. dated effective October 14, 2010 (incorporated by reference from our Current Report on Form 8-K filed on October 18, 2010).
10.26	Amending Agreement with D. Sharpe Management Inc. dated effective April 1, 2011 (incorporated by reference from our Current Report on Form 8-K filed on April 13, 2011).

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Exhibit	Description
Number
10.27	Management and Consulting Agreement with KDC Services Inc. dated May 1, 2011 2008 (incorporated by reference from our Current Report on Form 8-K filed on April 27, 2011).
10.28*	2011 Stock Option Plan
(14)	Code of Ethics
14.1	Code of Business Conduct and Ethics (incorporated by reference from our Annual Report on Form 10- KSB filed on April 14, 2004).
21	Subsidiaries of the Registrant
21.1	Frontier Exploration Ltd., a Nevada corporation Southern Frontier Explorations Ltd., a Nevada corporation Eden Energy (North) Ltd., an Alberta, Canada corporation Eden Energy Colorado LLC, a Colorado corporation
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Donald Sharpe
31.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Sean Dickenson
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Donald Sharpe
32.2*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Sean Dickenson

* Filed herewith.

**Certain parts of this document have not been disclosed and have been filed separately with the Secretary, Securities and Exchange Commission, and are subject to a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EDEN ENERGY CORP.
	(Registrant)
Dated: August 15, 2011	/s/ Donald Sharpe
	Donald Sharpe
	President and Director
	(Principal Executive Officer)
Dated: August 15, 2011	/s/ Sean R. Dickenson
	Sean R. Dickenson
	Chief Financial Officer
	(Principal Financial Officer and Principal
	Accounting Officer)

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EX-10.28

EDEN ENEGRY CORP.

2011 STOCK OPTION PLAN

1. STATEMENT OF PURPOSE

1.1 Principal Purposes - The principal purposes of the Plan are to provide Eden Energy Corp. (“the Company”) with the advantages of the incentive inherent in share ownership on the part of employees, officers, directors and consultants responsible for the continued success of the Company; to create in such individuals a proprietary interest in, and a greater concern for, the welfare and success of the Company; to encourage such individuals to remain with the Company; and to attract new employees, officers, directors and consultants to the Company.

1.2 Benefit to Shareholders - The Plan is expected to benefit shareholders by enabling the Company to attract and retain skilled and motivated personnel by offering such personnel an opportunity to share in any increase in value of the Shares resulting from their efforts.

2. INTERPRETATION

2.1 Defined Terms - For the purposes of this Plan, the following terms shall have the following meanings:

(a)	"Act" means the Securities Act of British Columbia and Alberta where applicable and as amended from time to time;
(b)	"Associate" shall have the meaning ascribed to such term in the applicable Act;
(c)	"Board" means the Board of Directors of the Company;
(d)	"Change in Control" means:
	(i)	a takeover bid (as defined in the Act), which is successful in acquiring Shares,
	(ii)	the change of control of the Board resulting from the election by the shareholders of the Company of less than a majority of the persons nominated for election by management of the Company,
	(iii)	the sale of all or substantially all the assets of the Company,
	(iv)	the sale, exchange or other disposition of a majority of the outstanding Shares in a single transaction or series of related transactions,
	(v)	the dissolution of the Company's business or the liquidation of its assets,
	(vi)	a merger, amalgamation or arrangement of the Company in a transaction or series of transactions in which the Company's shareholders receive less than 51% of the outstanding shares of the new or continuing corporation, or

1

(vii) the acquisition, directly or indirectly, through one transaction or a series of transactions, by any Person, of an aggregate of more than 50% of the outstanding Shares;

(e)	"Committee" means a committee of the Board appointed in accordance with this Plan, or if no such committee is appointed, the Board itself;
(f)	"Company" means Eden Energy Corp, a company incorporated under the laws of the State of Nevada;
(g)	"Consultant" means an individual, other than an Employee, senior officer or director of the Company or a Subsidiary Company, or a Consultant Company, who;

(i)	provides ongoing consulting, technical, management or other services to the Company or a Subsidiary Company, other than services provided in relation to a distribution of the Company's securities,
(ii)	provides the services under a written contract between the Company or a Subsidiary Company and the individual or Consultant Company,
(iii)	in the reasonable opinion of the Company spends or will spend a significant amount of time and attention on the affairs and business of the Company or a Subsidiary Company, and
(iv)	has a relationship with the Company or a Subsidiary Company that enables the individual or Consultant Company to be knowledgeable about the business and affairs of the Company;

(h)	"Consultant Company" means, for an individual Consultant, a company of which the individual is an employee or shareholder, or a partnership of which the individual is an employee or partner;
(i)	"Date of Grant" means the date specified in the Option Agreement as the date on which the Option is effectively granted;
(j)	"Disability" means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Optionee from:

(i)	being employed or engaged by the Company, a Subsidiary Company or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Company or a Subsidiary Company; or
(ii)	acting as a director or officer of the Company or a Subsidiary Company;

(k) "Disinterested Shareholder Approval" means an ordinary resolution approved by a majority of the votes cast by shareholders of the Company at a shareholders'

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	meeting, excluding votes attaching to Shares beneficially owned by Insiders to whom Options may be granted and Associates of those persons;
(l)	"Effective Date" means the effective date of this Plan, which is the later of the day of its approval by the shareholders of the Company and the day of its acceptance for filing by the Exchange if such acceptance for filing is required under the rules or policies of the Exchange;
(m)	"Eligible Person" means:

(i)	an Employee, senior officer or director of the Company or any Subsidiary Company;
(ii)	a Consultant;
(iii)	an individual providing Investor Relations Activities for the Company; or
(iv)	a company, all of the voting securities of which are beneficially owned by one or more of the persons referred to in (i), (ii) or (iii) above.

(n)	"Employee" means:
	(i)	an individual who is considered an employee under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and CPP deductions must be made at source);
	(ii)	an individual who works full-time for the Company or a Subsidiary Company providing services normally provided by an employee and who is subject to the same control and direction by the Company or a Subsidiary Company over the details and methods of work as an employee of the Company or a Subsidiary Company, but for whom income tax deductions are not made at source; or
	(iii)	an individual who works for the Company or a Subsidiary Company, on a continuing and regular basis for a minimum amount of time per week, providing services normally provided by an employee and who is subject to the same control and direction by the Company or a Subsidiary Company over the details and methods of work as an employee of the Company or a Subsidiary Company, but for whom income tax deductions are not made at source;
(o)	"Exchange" means the stock exchange or over the counter market on which the Shares are listed;
(p)	"Fair Market Value" means, where the Shares are listed for trading on an Exchange, the last closing price of the Shares before the Date of Grant on the Exchange which is the principal trading market for the Shares, as may be determined for such purpose by the Committee, provided that, so long as the

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	Shares are listed only on the TSXV, the "Fair Market Value" shall not be lower than the last closing price of the Shares before the Date of Grant less the maximum discount permitted under the policies of the TSXV;
(q)	"Guardian" means the guardian, if any, appointed for an Optionee;
(r)	"Insider" shall have the meaning ascribed to such term in the Act;
(s)	"Investor Relations Activities" means any activities or oral or written communications, by or on behalf of the Company or a shareholder of the Company that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:

(i)	the dissemination of information provided, or records prepared, in the ordinary course of business of the Company:
	(A)	to promote the sale of products or services of the Company, or
	(B)	to raise public awareness of the Company,

that cannot reasonably be considered to promote the purchase or sale of securities of the Company,

(ii)	activities or communications necessary to comply with the requirements of:
	(A)	applicable securities laws, or
	(B)	the rules and policies of the TSXV, if the Shares are listed only on the TSXV, or the by-laws, rules or other regulatory instruments of any other self-regulatory body or exchange having jurisdiction over the Company;
(iii)	communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if
	(A)	the communication is only through the newspaper, magazine or publication and
	(B)	the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer, or
(iv)	activities or communications that may be otherwise specified by the TSXV, if the Shares are listed only on the TSXV;

(t)	"Option" means a non-transferable and non-assignable option to purchase unissued Shares granted pursuant to the terms of this Plan;
(u)	"Option Agreement" means a written agreement between the Company and an Optionee specifying the terms of the Option being granted to the Optionee under the Plan;

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(v)	"Option Price" means the exercise price per Share specified in an Option Agreement, adjusted from time to time in accordance with the provisions of Sections 6.3 and 10;
(w)	"Optionee" means an Eligible Person to whom an Option has been granted;
(x)	"Person" means a natural person, company, government or political subdivision or agency of a government; and where two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such syndicate or group shall be deemed to be a Person;
(y)	"Plan" means this 2011 Stock Option Plan of the Company;
(z)	"Qualified Successor" means a person who is entitled to ownership of an Option upon the death of an Optionee, pursuant to a will or the applicable laws of descent and distribution upon death;
(aa)	"Shares" means the common shares in the capital of the Company as constituted on the Date of Grant, adjusted from time to time in accordance with the provisions of Section 10;
(ab)	"Subsidiary Company" shall mean a company which is a subsidiary of the Company;
(ac)	"Term" means the period of time during which an Option may be exercised; and
(ad)	"TSXV" means the TSX Venture Exchange.

3. ADMINISTRATION

3.1 Board or Committee - The Plan shall be administered by the Board or by a Committee appointed in accordance with Section 3.2.

3.2 Appointment of Committee - The Board may at any time appoint a Committee, consisting of not less than three of its members, to administer the Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. In the absence of the appointment of a Committee by the Board, the Board shall administer the Plan.

3.3 Quorum and Voting - A majority of the members of the Committee shall constitute a quorum, and, subject to the limitations in this Section 3, all actions of the Committee shall require the affirmative vote of members who constitute a majority of such quorum. No member of the Committee who is a director to whom an Option may be granted may participate in the decision to grant such Option (but any such member may be counted in determining the

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existence of a quorum at any meeting of the Committee in which action is to be taken with respect to the granting of an Option to him).

3.4 Powers of Board and Committee - The Board shall from time to time authorize and approve the grant by the Company of Options under this Plan, and any Committee appointed under Section 3.2 shall have the authority to review the following matters in relation to the Plan and to make recommendations thereon to the Board;

(a)	administration of the Plan in accordance with its terms,
(b)	determination of all questions arising in connection with the administration, interpretation and application of the Plan, including all questions relating to the value of the Shares,
(c)	correction of any defect, supply of any information or reconciliation of any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan,
(d)	prescription, amendment and rescission of the rules and regulations relating to the administration of the Plan;
(e)	determination of the duration and purpose of leaves of absence from employment which may be granted to Optionees without constituting a termination of employment for purposes of the Plan;
(f)	with respect to the granting of Options:
	(i)	determination of the employees, officers, directors or consultants to whom Options will be granted, based on the eligibility criteria set out in this Plan;
	(ii)	determination of the terms and provisions of the Option Agreement which shall be entered into with each Optionee (which need not be identical with the terms of any other Option Agreement) and which shall not be inconsistent with the terms of this Plan;
	(iii)	amendment of the terms and provisions of an Option Agreement, provided the Board obtains:
		(A)	the consent of the Optionee, and
		(B)	if required, the approval of any stock exchange on which the Shares are listed,
	(iv)	determination of when Options will be granted;
	(v)	determination of the number of Shares subject to each Option;
	(vi)	determination of the vesting schedule, if any, for the exercise of each Option; and
(g)	other determinations necessary or advisable for administration of the Plan.

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3.5 Obtain Approvals - The Board will seek to obtain any regulatory, Exchange or shareholder approvals which may be required pursuant to applicable securities laws or Exchange rules.

3.6 Administration by Committee - The Committee shall have all powers necessary or appropriate to accomplish its duties under this Plan. In addition, the Committee's administration of the Plan shall in all respects be consistent with the Exchange policies and rules.

4. ELIGIBILITY

4.1 Eligibility for Options - Options may be granted to any Eligible Person.

4.2 Insider Eligibility for Options - Notwithstanding Section 4.1, if the Shares are listed only on the TSXV, grants of Options to Insiders shall be subject to the policies of the TSXV.

4.3 No Violation of Securities Laws - No Option shall be granted to any Optionee unless the Committee has determined that the grant of such Option and the exercise thereof by the Optionee will not violate the securities law of the jurisdiction in which the Optionee resides.

5. SHARES SUBJECT TO THE PLAN

5.1 Number of Shares - The aggregate number of Shares reserved for issuance under this Plan or any other plan of the Corporation, shall be 395,778 Shares.

5.2 Expiration of Option - If an Option expires or terminates for any reason without having been exercised in full, the unpurchased Shares subject thereto shall again be available for the purposes of the Plan.

5.3 Reservation of Shares - The Company will at all times reserve for issuance and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

6. OPTION TERMS

6.1 Option Agreement - Each Option granted to an Optionee shall be confirmed by the execution and delivery of an Option Agreement and the Board shall specify the following terms in each such Option Agreement:

(a)	the number of Shares subject to option pursuant to such Option, subject to the following limitations if the Shares are listed only on the TSXV:
	(i)	the number of Shares issuable to any one Optionee. within a 12 month period, as a result of a grant of Options shall not exceed 5% of the issued Shares unless the Company has obtained Disinterested Shareholder Approval to exceed this number;
	(ii)	the grant to Insiders, within a 12 month period, of a number of Options exceeding 10% of the issued Shares, unless the Company has obtained Disinterested Shareholder Approval to exceed this number;

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(iii)	the number of Shares reserved for issuance pursuant to Options to Insiders shall not exceed 10% of the issued Shares at any time, unless the Company has obtained Disinterested Shareholder Approval to exceed this number;
(iv)	the number of Shares reserved for issuance pursuant to Options to any one Consultant shall not exceed 2% of the issued Shares in any 12-month period, and
(v)	the aggregate number of Shares reserved for issuance pursuant to Options to those individuals conducting Investor Relations Activities shall not exceed 2% of the issued Shares in any 12-month period;

(b)	the Date of Grant;
(c)	the Term, provided that, if the Shares are listed only on the TSXV, the length of the Term shall in no event be greater than ten years following the Date of Grant, for all Optionees;
(d)	the Option Price, provided that the Option Price shall not be less than the Fair Market Value of the Shares on the Date of Grant;
(e)	subject to Section 6.2 below, any vesting schedule upon which the exercise of an Option is contingent;
(f)	if the Optionee is an Employee, Consultant or an individual providing Investor Relations Activities for the Company, a representation by the Company and the Optionee that the Optionee is a bona fide Employee, Consultant or an individual providing Investor Relations Activities for the Company, as the case may be, of the Company or a Subsidiary Company; and
(g)	such other terms and conditions as the Board deems advisable and are consistent with the purposes of this Plan.

6.2 Vesting Schedule - The Board, as applicable, shall have complete discretion to set the terms of any vesting schedule of each Option granted, including, without limitation, discretion to:

(a)	permit partial vesting in stated percentage amounts based on the Term of such Option;
(b)	permit full vesting after a stated period of time has passed from the Date of Grant and;
(c)	the vesting schedule shall in all circumstances comply with the requirements set out in TSX Listings Policy 4.4 Paragraphs 2.3 (b) 3(3.3).

6.3 Amendments to Options - Amendments to the terms of previously granted Options are subject to regulatory approval, if required. If required by the Exchange, Disinterested Shareholder Approval shall be required for any reduction in the Option Price of a previously

8

granted Option if the Optionee is an Insider of the Company at the time of the proposed reduction in the Option Price.

6.4 Uniformity - Except as expressly provided herein, nothing contained in this Plan shall require that the terms and conditions of Options granted under the Plan be uniform.

7. EXERCISE OF OPTION

7.1 Method of Exercise - Subject to any limitations or conditions imposed upon an Optionee pursuant to the Option Agreement or Section 6 hereof, an Optionee may exercise an Option by giving written notice thereof, specifying the number of Shares in respect of which the Option is exercised, to the Company at its principal place of business at any time after the Date of Grant until 4:00 p.m. (Central time) on the last day of the Term, such notice to be accompanied by full payment of the aggregate Option Price to the extent the Option is so exercised. Such payment shall be in lawful money (Canadian funds or the equivalent in U.S. funds) by cash, certififed check, bank draft or wire transfer. Payment by certified check made payable to the Company in the amount of the aggregate Option Price shall constitute payment of such Option Price unless the check is not honored upon presentation, in which case the Option shall not have been validly exercised.

7.2 Issuance of Certificates - Not later than the third business day after exercise of an Option in accordance with Section 7.1, the Company shall issue and deliver to the Optionee a certificate or certificates evidencing the Shares with respect to which the Option has been exercised. Until the issuance of such certificate or certificates, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the certificate is issued, except as provided by Section 10 hereof.

7.3 Compliance with U.S. Securities Laws - As a condition to the exercise of an Option, the Board may require the Optionee to represent and warrant in writing at the time of such exercise that the Shares are being purchased only for investment and without any then-present intention to sell or distribute such Shares. At the option of the Board, a stop transfer order against such Shares may be placed on the stock books and records of the Company and a legend, indicating that the stock may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided stating that such transfer is not in violation of any applicable law or regulation, may be stamped on the certificates representing such Shares in order to assure an exemption from registration. The Board may also require such other documentation as may from time to time be necessary to comply with United States federal and state securities laws. The Company has no obligation to undertake registration of Options or the Shares issuable upon the exercise of the Options.

8. TRANSFERABILITY OF OPTIONS

8.1 Non-Transferable/Legending - Except as permitted by applicable securities laws and the policies of the Exchange, and as provided otherwise in this Section 8, Options are non-assignable and non-transferable. If the Shares are listed only on the TSXV, then, in addition to any resale restrictions under applicable securities laws, the Option Agreement and the certificates representing the Shares issued on the exercise of such Option shall bear a legend with a four-

9

month hold period commencing on the Date of Grant in accordance with applicable securities laws.

8.2 Death of Optionee - Subject to Section 8.3, if the employment of an Optionee as an Employee of, or the services of a Consultant providing services to, the Company or any Subsidiary Company, or the employment of an Optionee as an individual providing Investor Relations Activities, or the position of the Optionee as a director or senior officer of the Company or any Subsidiary Company, terminates as a result of such Optionee's death, any Options held by such Optionee shall pass to the Qualified Successor of the Optionee and shall be exercisable by such Qualified Successor until the earlier of a period of not more than one year following the date of such death and the expiry of the Term of the Option.

8.3 Disability of Optionee - If the employment of an Optionee as an Employee of, or the services of a Consultant providing services to, the Company or any Subsidiary Company, or the employment of an Optionee as an individual providing Investor Relations Activities for the Company, or the position of the Optionee as a director or senior officer of the Company or any Subsidiary Company, is terminated by reason of such Optionee's Disability, any Options held by such Optionee that could have been exercised immediately prior to such termination of employment or service shall be exercisable by such Optionee, or by his Guardian, for a period of 30 days following the termination of employment or service of such Optionee. If such Optionee dies within that 30-day period, any Option held by such Optionee that could have been exercised immediately prior to his or her death shall pass to the Qualified Successor of such Optionee, and shall be exercisable by the Qualified Successor until the earlier of a period of 30 days following the death of such Optionee and the expiry of the Term of the Option.

8.4 Deemed Non-Interruption of Employment - Employment shall be deemed to continue intact during any military or sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Optionee's right to reemployment with the Company or any Subsidiary Company is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Optionee's reemployment is not so guaranteed, then the Optionee's employment shall be deemed to have terminated on the ninety-first day of such leave.

9. TERMINATION OF OPTIONS

9.1 Termination of Options - To the extent not earlier exercised or terminated in accordance with Section 8, an Option shall terminate at the earliest of the following dates:

(a)	the termination date specified for such Option in the Option Agreement;
(b)	where the Optionee's position as an Employee, a Consultant, a director or a senior officer of the Company or any Subsidiary Company, or an individual providing Investor Relations Activities for the Company, is terminated for cause, the date of such termination for cause;
(c)	where the Optionee's position as an Employee, a Consultant, a director or a senior officer of the Company or any Subsidiary Company or an individual providing

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Investor Relations Activities for the Company terminates for a reason other than the Optionee's Disability or death or for cause, not more than 90 days after such date of termination or, if the Shares are listed only on the TSXV and if the Company is designated as a "Tier 2" listed company by the TSXV, then in the case of a person employed to provide Investor Relations Activities, not more than 30 days after such person ceases to be employed to provide Investor Relations Activities; PROVIDED that if an Optionee's position changes from one of the said categories to another category, such change shall not constitute termination or cessation for the purpose of this Subsection 9.1(c); and

(d)

the date of any sale, transfer, assignment or hypothecation, or any attempted sale, transfer, assignment or hypothecation, of such Option in violation of Section 8.1.

9.2 Lapsed Options - If Options are surrendered, terminate or expire without being exercised in whole or in part, new Options may be granted covering the Shares not purchased under such lapsed Options. If an Option has been surrendered in connection with the regranting of a new Option to the same Optionee on different terms than the original Option granted to such Optionee, then, if required, the new Option is subject to approval of the Exchange.

9.3 Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement - If the Optionee retires, resigns or is terminated from employment or engagement with the Company or any Subsidiary Company, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares which were not vested at that time or which, if vested, were cancelled, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

10. ADJUSTMENTS TO OPTIONS

10.1 Alteration in Capital Structure - If there is any change in the Shares through or by means of a declaration of stock dividends of the Shares or consolidations, subdivisions or reclassifications of the Shares, or otherwise, the number of Shares available under the Plan, the Shares subject to any Option and the Option Price therefor shall be adjusted proportionately by the Board and, if required, approved by the Exchange, and such adjustment shall be effective and binding for all purposes of the Plan.

10.2 Effect of Amalgamation, Merger or Arrangement - If the Company amalgamates, merges or enters into a plan of arrangement with or into another corporation, any Shares receivable on the exercise of an Option shall be converted into the securities, property or cash which the Optionee would have received upon such amalgamation, merger or arrangement if the Optionee had exercised the Option immediately prior to the record date applicable to such amalgamation, merger or arrangement, and the exercise price shall be adjusted proportionately by the Board and such adjustment shall be binding for all purposes of the Plan.

10.3 Acceleration on Change in Control - Upon a Change in Control, all Options shall become immediately exercisable, notwithstanding any contingent vesting provisions to which such Options may have otherwise been subject.

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10.4 Acceleration of Date of Exercise - Subject to the approval of the Exchange, if required, the Board shall have the right to accelerate the date of vesting of any portion of any Option which remains unvested.

10.5 Determinations to be Binding - If any questions arise at any time with respect to the Option Price or exercise price or number of Option Shares or other property deliverable upon exercise of an Option following an event referred to in this Section 10, such questions shall be conclusively determined by the Board, whose decisions shall be final and binding.

10.6 Effect of a Take-Over - If a bona fide offer (the "Offer") for Shares is made to an Optionee or to shareholders generally or to a class of shareholders which includes the Optionee, which Offer constitutes a take-over bid within the meaning of the Act, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon any Option held by an Optionee may be exercised in whole or in part, notwithstanding any contingent vesting provisions to which such Options may have otherwise been subject, by the Optionee so as to permit the Optionee to tender the Shares received upon such exercise (the "Optioned Shares") to the Offer. If

(a)	the Offer is not completed within the time specified therein; or
(b)	all of the Optioned Shares tendered by the Optionee pursuant to the Offer are not taken up and paid for by the offeror pursuant thereto;

the Optioned Shares or, in the case of clause (b) above, the Optioned Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Optioned Shares, the Option shall be reinstated as if it had not been exercised. If any Optioned Shares are returned to the Company under this Section, the Company shall refund to the Optionee any Option Price paid for such Optioned Shares.

11. APPROVAL, TERMINATION AND AMENDMENT OF PLAN

11.1 Shareholder Approval - This Plan, if the Shares are listed only on the TSXV, must receive shareholder approval at a meeting of the Company's shareholders at the time the Plan implemented and at such time the number of Shares reserved for issuance under the Plan is amended.

11.2 Power of Board to Terminate or Amend Plan - Subject to the approval of the Exchange, if required, the Board may terminate, suspend or discontinue the Plan at any time or amend or revise the terms of the Plan; provided, however, that, except as provided in Section 10, the Board may not do any of the following without obtaining, within 12 months either before or after the Board's adoption of a resolution authorizing such action, approval by the Company's shareholders at a meeting duly held in accordance with the applicable corporate laws:

(a)	increase the maximum number of Shares which may be issued under the Plan;
(b)	materially modify the requirements as to eligibility for participation in the Plan; or
(c)	materially increase the benefits accruing to participants under the Plan;

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however, the Board may amend the terms of the Plan to comply with the requirements of any applicable regulatory authority, or as a result of changes in the policies of the Exchange relating to director, officer and employee stock options, without obtaining the approval of the Company's shareholders.

11.3 No Grant During Suspension of Plan - No Option may be granted during any suspension, or after termination, of the Plan. Amendment, suspension or termination of the Plan shall not, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted.

12. CONDITIONS PRECEDENT TO ISSUANCE OF SHARES

12.1 Compliance with Laws - Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such shares shall comply with all relevant provisions of law, including, without limitation, any applicable United States state securities laws, the Securities Act of 1933, as amended, the rules and regulations thereunder and the requirements of any Exchange or automated interdealer quotation system of a registered national securities association upon which such Shares may then be listed or quoted, and such issuance shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of such Shares. The inability of the Company to obtain from any regulatory body the authority deemed by the Company to be necessary for the lawful issuance and sale of any Shares under this Plan, or the unavailability of an exemption from registration for the issuance and sale of any Shares under this Plan, shall relieve the Company of any liability with respect to the non-issuance or sale of such Shares other than with respect to a refund of any Option Price paid.

13. USE OF PROCEEDS

13.1 Use of Proceeds - Proceeds from the sale of Shares pursuant to the Options granted and exercised under the Plan shall constitute general funds of the Company and shall be used for general corporate purposes, or as the Board otherwise determines.

14. NOTICES

14.1 Notices - All notices, requests, demands and other communications required or permitted to be given under this Plan and the Options granted under this Plan shall be in writing and shall be either delivered personally to the party to whom notice is to be given, in which case notice shall be deemed to have been duly given on the date of such personal delivery; telecopied, in which case notice shall be deemed to have been duly given on the date the telecopy is sent; or mailed to the party to whom notice is to be given, by first class mail, registered or certified, return receipt requested, postage prepaid, and addressed to the party at his or its most recent known address, in which case such notice shall be deemed to have been duly given on the tenth postal delivery day following the date of such mailing.

15. MISCELLANEOUS PROVISIONS

15.1 No Obligations to Exercise - Optionees shall be under no obligation to exercise Options granted under this Plan.

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15.2 No Obligation to Retain Optionee - Nothing contained in this Plan shall obligate the Company or any Subsidiary Company to retain an Optionee as an employee, officer, director or consultant for any period, nor shall this Plan interfere in any way with the right of the Company or any Subsidiary Company to reduce such Optionee's compensation.

15.3 Binding Agreement - The provisions of this Plan and of each Option Agreement with an Optionee shall be binding upon such Optionee and the Qualified Successor or Guardian of such Optionee.

15.4 Use of Terms - Where the context so requires, references herein to the singular shall include the plural, and vice versa, and references to a particular gender shall include either or both genders.

15.5 Headings - The headings used in this Plan are for convenience of reference only and shall not in any way affect or be used in interpreting any of the provisions of this Plan.

15.6 No Representation or Warranty - The Company makes no representation or warranty as to the future value of any Shares issued in accordance with the provisions of this Plan.

15.7 Income Taxes - As a condition of and prior to participation in the Plan any Optionee shall on request authorize the Company in writing to withhold from any remuneration otherwise payable to such Optionee any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of such Optionee's participation in the Plan.

15.8 Compliance with Applicable Law - If any provision of the Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock exchange or over the counter market having authority over the Company or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

15.9 Conflict - In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.

15.10 Governing Law - This Plan and each Option Agreement issued pursuant to this Plan shall be governed by the laws of the Province of British Columbia.

15.11 Time of Essence - Time is of the essence of this Plan and of each Option Agreement. No extension of time will be deemed to be, or to operate as, a waiver of the essentiality of time.

15.12 Entire Agreement - This Plan and the Option Agreement sets out the entire agreement between the Company and the Optionees relative to the subject matter hereof and supersedes all prior stock option plans, agreements, undertakings and understandings, whether oral or written.

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16. EFFECTIVE DATE OF PLAN

16.1 Effective Date of Plan - This Plan shall be effective on the later of the day of its approval by the shareholders of the Company given by way of ordinary resolution at a meeting of shareholders and the day of its acceptance for filing by the Exchange and until the requisite shareholder approval has been obtained, no Options shall be exercised.

Approved and adopted by the Board of Directors as of the 17^th day of May, 2011.

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EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Donald Sharpe, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Eden Energy Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to 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;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 15, 2011

/s/ Donald Sharpe

Donald Sharpe

President and Director

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sean R. Dickenson, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Eden Energy Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to 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;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 15, 2011

/s/ Sean R. Dickenson

Sean R. Dickenson

Chief Financial Officer

(Principal Financial Officer and Principal Accounting

Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Donald Sharpe, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Eden Energy Corp. for the period ended June 30, 2011 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Eden Energy Corp..

Dated: August 15, 2011

/s/ Donald Sharpe

Donald Sharpe

President and Director

(Principal Executive Officer)

Eden Energy Corp.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Eden Energy Corp. and will be retained by Eden Energy Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Sean R. Dickenson , hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Eden Energy Corp. for the period ended June 30, 2011 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Eden Energy Corp.

Dated: August 15, 2011

/s/ Sean R. Dickenson

Sean R. Dickenson

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Eden Energy Corp.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Eden Energy Corp. and will be retained by Eden Energy Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

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Statement of Financial Position (Parenthetical) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ 67,640	$ 61,501
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	40,000,000	40,000,000
Common Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	2,325,938	1,978,894
Common Stock, Shares, Outstanding	2,325,938	1,978,894

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Statement of Operations (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Revenue
Oil and gas	$ 163,558	$ 324,554	$ 323,094	$ 703,079
Expenses
Depletion, depreciation and amortization	75,649	72,758	103,884	163,023
General and administrative	439,213	93,400	548,543	209,866
Interest expense	50,372	50,605	100,145	100,485
Management fees	157,904	103,038	264,853	201,739
Oil and gas operating expenses	108,422	143,384	198,269	277,427
Production taxes	9,007	15,974	17,754	36,353
Professional fees	20,721	29,566	64,333	103,091
Operating expenses	861,288	508,725	1,297,781	1,091,984
Loss before other items	(697,730)	(184,171)	(974,687)	(388,905)
Other items
(Loss) gain on foreign exchange	(1,586)	2,494	(6,174)	(555)
Interest income	32	84	74	161
Net loss	(699,284)	(181,593)	(980,787)	(389,299)
Other comprehensive income (loss)
Foreign currency translation adjustment				39
Comprehensive loss	$ (699,284)	$ (181,593)	$ (980,787)	$ (389,260)
Basic and diluted loss per share	$ (0.33)	$ (0.09)	$ (0.48)	$ (0.2)
Weighted average number of common shares outstanding - basic and diluted	2,089,000	1,978,800	2,034,000	1,978,800

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Document and Entity Information	6 Months Ended
	Jun. 30, 2011	Aug. 15, 2011
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Trading Symbol	edne
Entity Registrant Name	EDEN ENERGY CORP
Entity Central Index Key	0001083866
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,325,938
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

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Contingency

6 Months Ended

Jun. 30, 2011

Contingency [Text Block]

7.	Contingency
	a)	On January 5, 2010 the Company received a Writ of Notice, a Statement of Claim, and a Garnishing Order Before Judgement relating to its past office premises and lease termination made on September 9, 2009 claiming arrears rent and accelerated rent overdue of $109,273 plus damages. The Company filed a statement of defense disputing the claims on February 1, 2010. On May 13, 2011, the plaintiff was awarded judgement against the Company and during the period ended June 30, 2011, the Company recognized a loss of $338,936 which is included in general and administrative expenses.
	b)	The Company entered into an Indemnity Agreement dated December 1, 2010, whereby the Company agreed to indemnify a private company wholly-owned by the President of the Company, for rental and related expenses that may be incurred in relation to a lease for office premises.

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Reclassifications

6 Months Ended

Jun. 30, 2011

Reclassifications [Text Block]

12.	Reclassifications
	Certain items presented for comparative purposes have been reclassified to conform to the presentation adopted in the current period.

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Oil and Gas Properties

6 Months Ended

Jun. 30, 2011

Oil and Gas Properties [Text Block]

3.	Oil and Gas Properties
	The Company’s oil and gas acquisition, exploration and development activities are as follows:

	June 30, 2011						December 31, 2010
			United						United
	Canada		States		Total		Canada		States		Total
	$		$		$		$		$		$
Proven Properties
Acquisition costs	–		1,657,588		1,657,588		–		1,657,588		1,657,588
Exploration costs	–		22,787,157		22,787,157		–		22,787,157		22,787,157
Less:
Accumulated depletion	–		(2,491,064	)	(2,491,064	)	–		(2,404,280	)	(2,404,280	)
Accumulated impairment charges	–		(20,335,988	)	(20,335,988	)	–		(20,335,988	)	(20,335,988	)
	–		1,617,693		1,617,693		–		1,704,477		1,704,477
Unproven Properties
Acquisition costs	60,320		3,126,986		3,187,306		60,320		3,126,986		3,187,306
Exploration costs	2,049,836		4,507,654		6,557,490		2,049,836		4,507,654		6,557,490
Less:
Accumulated impairment charges	(2,110,156	)	(7,634,640	)	(9,744,796	)	(2,110,156	)	(7,634,640	)	(9,744,796	)
	–		–		–		–		–		–
Net Carrying Value	–		1,617,693		1,704,477		–		1,704,477		1,704,477

All of the Company’s oil and gas properties are located in the United States and Canada.

Depletion expense – Proven Properties

Depletion expense for the six months ended June 30, 2011 of $86,784 (2010 - $148,933) was recorded in the U.S. cost center. None of the Company’s unproven properties are subject to depletion.

Impairment charges – Proven Properties

During the six months ended June 30, 2011 and 2010, none of the Company’s proven property costs were considered impaired.

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Stock Options

6 Months Ended

Jun. 30, 2011

Stock Options [Text Block]

9.	Stock Options
	Effective May 1, 2005 and amended December 20, 2007, the Company adopted an amended stock option plan to issue up to 171,053 shares of common stock.
	On May 17, 2011, the Company adopted a 2011 Stock Option Plan (the “2011 Stock Option Plan”) to issue up to 395,778 shares of common stock. The adoption of the 2011 Stock Option Plan terminates the previous Amended 2004 Stock Option Plan. The plan allows for the granting of share purchase options at a price of not less than fair value of the stock and for a term not to exceed ten years. The total number of options granted to any person shall not exceed 5% of the issued and outstanding common stock of the Company.
	During the six months ended June 30, 2011, the Company granted 280,000 stock options with immediate vesting terms to officers and directors to acquire 280,000 common shares at $0.30 per share on or before May 17, 2016. The Company recorded stock based compensation of $83,498, as management expense.
	The fair value for stock options granted during the period ended June 30, 2011 were estimated at the granting date using the Black-Scholes option-pricing model.
	The weighted average assumptions used are as follows:

	Period Ended	Period Ended
	June 30, 2011	June 30, 2010
Expected dividend yield	0%	–
Risk-free interest rate	1.80%	–
Expected volatility	245%	–
Expected option life (in years)	5	–

During the six months ended June 30, 2011, 82,000 stock options expired and/or were cancelled with exercise prices ranging between $15.00 and $62.50 per share.

A summary of the Company’s stock option activity is as follows:

					Weighted
				Weighted	Average
	Number of			Average	Remaining
	Options			Exercise Price	Contractual Life
Outstanding, December 31, 2010	102,000		$	36.40
Expired/Cancelled	(82,000	)		41.35
Granted	280,000			0.30
Outstanding, June 30, 2011	300,000		$	2.06	4.63

There were no unvested stock options at June 30, 2011. As at June 30, 2011, the intrinsic value of the outstanding and exercisable stock options was $nil.

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Share Purchase Warrants

6 Months Ended

Jun. 30, 2011

Share Purchase Warrants [Text Block]

10.	Share Purchase Warrants
	A summary of the changes in the Company’s common share purchase warrants is presented below:

			Weighted Average
	Number		Exercise Price
Balance, December 31, 2010	–		–
Issued	347,000	$	0.60
Balance, June 30, 2011	347,000	$	0.60

Additional information regarding warrants as at June 30, 2011 is as follows:

Number of Warrants	Exercise Price	Expiry Date
300,000	$ 0.60	May 30, 2013
47,000	$ 0.60	June 9, 2013
347,000

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Common Stock

6 Months Ended

Jun. 30, 2011

Common Stock [Text Block]

8.	Common Stock
	a)	On March 8, 2011, the Company effected a 1:5 reverse stock-split of the authorized, issued and outstanding common stock. As a result, the authorized share capital decreased from 200,000,000 shares of common stock with a par value of $0.001 to 40,000,000 shares of common stock with a par value of $0.001. The issued and outstanding share capital decreased from 9,893,563 shares of common stock to 1,978,894 shares of common stock.
		All share amounts have been retroactively adjusted for all periods presented in the financial statements reflecting the above reverse stock splits.
	b)	On May 30, 2011, the Company issued an aggregate of 300,000 units at a price of $0.35 per unit pursuant to a private placement for total proceeds of $105,000. Each unit consists of one share of common stock and one warrant. One warrant is exercisable at $0.60 for a period of 24 months from the date of issuance.
	c)	On June 9, 2011, the Company issued 47,000 units at a price of $0.35 per unit pursuant to a debt settlement and subscription agreement with an officer of the Company to settle $16,450 debt outstanding to the officer. Each unit consists of one share of common stock and one warrant. One warrant is exercisable at $0.60 for a period of 24 months from the date of issuance.

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Basis of Presentation

6 Months Ended

Jun. 30, 2011

Basis of Presentation [Text Block]

1.	Basis of Presentation
	The unaudited interim consolidated financial statements of Eden Energy Corp. (the “Company”) have been prepared by management in accordance with generally accepted accounting principles in the United States for interim financial information and conforms with the rules and regulations of the Security and Exchange Commission and reflects all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2011. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted. These unaudited interim consolidated financial statements and notes included herein should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2010, included in the Company’s Annual Report on Form 10-K. The accounting principles applied in the preparation of these interim consolidated financial statements are consistent with those applied for the year ended December 31, 2010.
	The Company’s interim consolidated financial statements are prepared on a going concern basis in accordance with generally accepted accounting principles in the United States which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company has experienced negative cash flows from operations to date and has accumulated losses of $50,786,178 since inception including a loss for the current period of $980,787. To date the Company has funded operations through the issuance of capital stock and debt. Management’s plan is to continue raising additional funds through future equity or debt financings, if available, as needed until it achieves profitable operations from its oil and gas activities. Given the Company’s focus of operations in natural gas production and the related supply and pricing challenges, there may be difficulty in raising further funding. The ability of the Company to continue its operations as a going concern is dependent on continuing to raise sufficient new capital to fund its exploration and development commitments and to fund ongoing losses if, as and when needed, and ultimately on generating profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. See also Notes 6, 7 and 13.

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Asset Retirement Obligations

6 Months Ended

Jun. 30, 2011

Asset Retirement Obligations [Text Block]

4.	Asset Retirement Obligations
	Asset retirement obligations consists of estimated final well closure and associated ground reclamation costs estimated to be incurred by the Company in the future once the economical life of its oil and gas wells are reached. A reconciliation between the estimated opening and closing asset retirement obligations balance is provided below:

	June 30,	December 31,
	2011	2010
	$	$
Beginning balance	269,005	247,917
Liabilities incurred	–	–
Accretion	10,961	21,088
Ending balance	279,966	269,005

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Related Party Transactions

6 Months Ended

Jun. 30, 2011

Related Party Transactions [Text Block]

5.	Related Party Transactions
	(a)	Under the terms of a management agreement with a private company wholly-owned by the President of the Company, the Company pays a fee of CDN$20,392 per month. During the six months ended June 30, 2011, management fees of $126,648 (2010 - $121,046) were incurred. At June 30, 2011, the Company owed $82,479 to the President, which is included in accounts payable. Refer to Note 13(b).
	(b)	Under the terms of a management agreement with a director and officer of the Company, the Company pays CDN$13,594 per month. During the six months ended June 30, 2011, management fees of $44,707 (2010 - $80,693) were incurred.
	(c)	During the six months ended June 30, 2011, salaries of $75,522 (2010 – $60,266) were paid to an officer of the Company and recorded under general and administrative expenses.
	(d)	Under terms of a management consulting agreement with an officer of the Company, the Company pays $5,000 per month. During the six months ended June 30, 2011, management fees of $10,000 (2010 - $nil) were incurred. At June 30, 2011, the Company owed $12,854 to the officer for fees and expenses, which is included in accounts payable.
	Refer to Note 6.
	Related party transactions are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties.

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Subsequent event

6 Months Ended

Jun. 30, 2011

Subsequent event [Text Block]

13.	Subsequent Events
	(a)	The Company is in the process of applying for the listing of its common shares on TSX Venture Exchange. In conjunction with the Listing Application, the Company intends to carry out a brokered private placement (the "Financing") of 1,200,000 Units at a price of CDN$0.35 per Unit for gross proceeds of CDN$420,000. Each Unit is comprised of one Common Share and one Warrant. Each Warrant will entitle the holder to purchase one additional Common Share for a period of 24 months from the closing of the Financing at a price of CDN$0.60 per Common Share. The Company has agreed to pay to the Agent a commission equal to 8% of the aggregate gross proceeds of the Financing. As additional compensation, the Company agreed to grant agent’s warrant equal to 8% of the aggregate number of Units sold.
	(b)	The Company entered into an Amending Management Agreement dated August 2, 2011, with a private company wholly-owned by the President of the Company. Under the terms of the amended agreement, the Company agreed to pay a reduced management fee of Cdn$5,000 per month. Refer to Note 5(a).

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Loan Payable

6 Months Ended

Jun. 30, 2011

Loan Payable [Text Block]

6.

Loan Payable

On October 2, 2009, the Company entered into a secured loan agreement to borrow the principal sum of up to $1,000,000 (the “Loan”) from a company owned and controlled by the President and director. The Loan is secured pursuant to a general security agreement over all of the Company’s assets. Funds drawn on the loan bear interest at 20% per annum, payable quarterly, commencing three months after receiving the funds. The undrawn amount of the Loan shall bear interest at the rate of 1% per month, payable quarterly commencing three months after the date of the Loan agreement. Repayment of the principal amount of the Loan and any accrued and unpaid amounts and interest was to be made on the earlier of October 5, 2010, subject to extension upon mutual agreement, and an Event of Default, as that term is defined in the Loan agreement. The Company entered into various amendments to extend the due date to July 4, 2011and thereafter on a month to month basis unless notice is given by either party at least one month in advance. Should additional extensions not be provided, and if the Company is not capable of repayment, the Loan’s security, consisting of all of the Company’s assets, may be used to repay the loan. This could significantly impact the continued operation of the Company. As at June 30, 2011 $96,438 (December 31, 2010 - $47,671) in accrued interest is owing on this loan. During the six months ended June 30, 2011, the Company paid $50,411(2010 - $98,009) of interest.

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Statement of Cash Flows (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Operating Activities:
Net loss from operations	$ (980,787)	$ (389,299)
Non-cash items:
Depletion, depreciation and amortization	103,884	163,023
Accrued interest on loan payable	48,767
Stock based compensation	83,498
Accrued interest		1,169
Changes in non-cash operating assets and liabilities:
Accrued petroleum revenues	45,675	23,054
Other receivables	(1,140)	5,384
Prepaid expenses and other	7,928	(5,369)
Accounts payable and accrued liabilities	322,856	111,924
Net Cash Provided by (Used in) Operating Activities	(369,319)	(90,114)
Investing Activities:
Restricted cash	30,676	30,499
Disposal (purchase) of property and equipment	752	(1,430)
Oil and gas property acquisition and exploration, net		129,526
Net Cash Provided by (Used in) Investing Activities	31,428	158,595
Financing Activities:
Proceeds from the sale of common stock	105,000
Bank overdraft		(58,679)
Net Cash Provided by (Used in) Financing Activities	105,000	(58,679)
Effect of exchange rate changes on cash		39
Increase (decrease) in cash and cash equivalents	(232,891)	9,841
Cash and cash equivalents, beginning	281,664	341,976
Cash and cash equivalents, ending	48,773	351,817
Supplementary disclosure:
Interest paid	50,411	98,009
Income taxes paid

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Recently Issued Accounting Pronouncements

6 Months Ended

Jun. 30, 2011

Recently Issued Accounting Pronouncements [Text Block]

2.	Recently Issued Accounting Pronouncements
	The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Restricted Cash

6 Months Ended

Jun. 30, 2011

Restricted Cash [Text Block]

11.	Restricted Cash
	As at June 30, 2011 restricted cash consists of $2,000 (December 31, 2010 - $32,676 (CDN$32,500)) for security for corporate credit cards.

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Statement of Financial Position (USD $)	Jun. 30, 2011	Dec. 31, 2010
Current Assets
Cash and cash equivalents	$ 48,773	$ 281,664
Accrued petroleum revenues	59,649	105,324
Other receivables	18,864	17,724
Prepaid expenses	50,753	58,681
Total Current Assets	178,039	463,393
Oil and gas properties	1,617,693	1,704,477
Restricted cash	2,000	32,676
Equipment, net of depreciation of $67,640 (December 31, 2010 - $61,501)	8,289	15,180
Total Assets	1,806,021	2,215,726
Current Liabilities
Accounts payable	537,286	230,880
Loan payable	1,096,438	1,047,671
Total Current Liabilities	1,633,724	1,278,551
Asset retirement obligations	279,966	269,005
Total Liabilities	1,913,690	1,547,556
Contingencies and Commitments
Stockholders' (Deficit) Equity
Preferred Stock: 10,000,000 preferred shares authorized, $0.001 par value None issued
Common Stock: 40,000,000 shares authorized, $0.001 par value 2,325,938 shares issued and outstanding (December 31, 2010 - 1,978,894)	2,326	1,979
Additional paid-in capital	50,676,183	50,471,582
Deficit	(50,786,178)	(49,805,391)
Total Stockholders' (Deficit) Equity	(107,669)	668,170
Total Liabilities and Stockholders' (Deficit) Equity	$ 1,806,021	$ 2,215,726