8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2009

AURORA OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

UTAH	000-25170	87-0306609
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4110 Copper Ridge Drive, Suite 100, Traverse City, MI			49684
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code:			(231) 941-0073

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01         Other Events.

As previously reported on July 12, 2009, Aurora Oil & Gas Corporation (the “Company”) and the Company’s subsidiary, Hudson Pipeline & Processing Co., LLC (together, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”), in the United States Bankruptcy Court for the Western District of Michigan (the “Court”).  The Debtors’ case is 09-08254(SWD).

As required in connection with the Debtors’ cases under the Bankruptcy Code, on November 19, 2009 the Debtors’ filed unaudited stand-alone Monthly Operating Reports for the twelve days ended July 12, 2009 (pre-petition), nineteen days ended July 31, 2009 (post-petition), one month ended July 31, 2009, August 31, 2009 and September 30, 2009, one and ten months ended October 31, 2009 and balances as of July 12, 2009 (filing date), July 31, 2009, August 31, 2009, September 30, 2009 and October 31, 2009 (the "MOR’s") with the Court. A copy of the MOR’s are filed as Exhibit 99.1 and Exhibit 99.2 to this report.

On October 21, 2009, September 22, 2009 and September 10, 2009, the Debtors filed Forms 8-K containing the Monthly Operating Reports for September, August and July, respectively.  The MOR’s accompanying this filing merely add the information for October 2009.  Certain amounts contained in the accompanying MOR’s for September, August and July have been changed from those contained in the exhibits to the Forms 8-K filed on October 21, 2009, September 22, 2009 and September 10, 2009, and a footnote explanation describing the changes has been included on Exhibit 99.1 and Exhibit 99.2 to this report.

The MOR’s were prepared solely for the purpose of complying with monthly reporting requirements of the Bankruptcy Code and in a format prescribed under the Bankruptcy Code and should not be used for investment purposes. The MOR’s are limited in scope and cover a limited time period and may not be indicative of the Debtors’ financial condition or results of operations for any period that would be reflected in the Debtors’ financial statements or, if filed, its periodic reports under the Securities Exchange Act of 1934, as amended. The financial information that the MOR’s contain is preliminary and unaudited and is subject to revision and additional qualifications and limitations as described in the Explanatory Notes to the MOR’s.  Readers are advised to read and consider such qualifications and limitations carefully. The MOR’s will not be subject to audit or review by the Company’s external auditors on a stand-alone basis at any time in the future.  The financial statements in the MOR’s are not prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures. There can be no assurance that the information in the MOR’s are complete, and the Debtors caution readers not to place undue reliance on the MOR’s. The information in the MOR’s is not, and should not be viewed as, indicative of future results.

Additional information regarding the Debtors' bankruptcy cases, including access to court documents and other general information, are available to the public at www.donlinrecano.com/aurora. Information contained on, or that can be accessed through, this website is not part of this report.

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Cautionary Note on Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements by the Debtors’ of expectations, anticipations, beliefs, plans, intentions, targets, estimates, or projections and similar expressions relating to the future are forward-looking statements within the meaning of these laws. Forward-looking statements in some cases can be identified by their being preceded by, followed by or containing words such as "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target" and other similar expressions. Forward-looking statements are based on assumptions and assessments made by the Debtors’ management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements are not guarantees of the Debtors’ future performance and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by any forward-looking statements. Except as required by law, the Debtors undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Investors are cautioned that all forward-looking statements involve risks and uncertainties including without limitation the Debtors’ ability to continue as a going concern; the Debtors’ ability to obtain additional debtor-in-possession (“DIP”) financing or authorization to use cash collateral on an interim or final basis to fund the Debtors’ working capital or other needs; the Debtors ability to obtain Court approval with respect to motions in the chapter 11 cases prosecuted by the Debtors’ from time to time; the Debtors’ ability to develop, prosecute, confirm and consummate a plan of reorganization with respect to the Debtors’ bankruptcy cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period that the Debtors have to propose and confirm a plan of reorganization, for the appointment of a chapter 11 trustee or examiner or to convert the Debtors’ bankruptcy cases to cases under chapter 7 of the U.S. Bankruptcy Code; the Debtors’ ability to obtain and maintain normal terms with vendors, service providers, and leaseholders and to obtain orders authorizing payments to such parties; the Debtors’ ability to maintain contracts that are critical to its operations; the potential adverse impact of the Debtors’ bankruptcy cases on the Debtors’ liquidity or results of operations; the Debtors’ ability to fund and execute its business plan; the Debtors’ ability to attract, motivate and retain key executives and employees; the Debtors’ ability to enter into hedging contracts; general market conditions; adverse capital and credit market conditions; the costs and accidental risks inherent in exploring and developing new oil and natural gas reserves; the price for which such reserves and production can be sold; fluctuation in prices of oil and natural gas; the uncertainties inherent in estimating quantities of proved reserves and cash flows; competition; actions by third party co-owners in properties in which the Debtors also own an interest; acquisitions of properties and businesses; operating hazards; environmental concerns affecting the drilling of oil and natural gas wells; impairment of oil and natural gas properties due to depletion, low oil and gas prices, or other causes; and hedging decisions, including whether or not to hedge. Similarly, these and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the Debtors’ various pre-petition liabilities and the Debtors’ common stock. No assurance can be given as to what values, if any, will be ascribed in the chapter 11 cases to each of these constituencies. No assurance can be given that there will be any remaining value for shareholders if and when the Debtors emerge from bankruptcy.  Accordingly, the Debtors urge that the appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities.

Item 9.01              Financial Statements and Exhibits.

(d)          Exhibits

99.1 Aurora Oil & Gas Corporation Monthly Operating Report for the twelve days ended July 12, 2009 (pre-petition), nineteen days ended July 31, 2009 (post-petition), one month ended July 31, 2009, August 31, 2009 and September 30, 2009, one and ten months ended October 31, 2009 and balances as of July 12, 2009 (filing date), July 31, 2009, August 31, 2009, September 30, 2009 and October 31, 2009.

3

99.2 Hudson Pipeline & Processing Co., LLC Monthly Operating Report for the twelve days ended July 12, 2009 (pre-petition), nineteen days ended July 31, 2009 (post-petition), one month ended July 31, 2009, August 31, 2009 and September 30, 2009, one and ten months ended October 31, 2009 and balances as of July 12, 2009 (filing date), July 31, 2009, August 31, 2009, September 30, 2009 and October 31, 2009.

SIGNATURE

According to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AURORA OIL & GAS CORPORATION
Date:  November 20, 2009	/s/ Barbara E. Lawson
	By: Barbara E. Lawson
	Its: Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

TRANSMITTAL OF FINANCIAL REPORTS AND

CERTIFICATION OF COMPLIANCE WITH

UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR

THE PERIOD ENDED: OCTOBER 31, 2009

IN RE:	:	CASE NO.:	09-08254 (SWD)
	:	Chapter 11
AURORA OIL & GAS CORPORATION,	:	Judge:	Honorable Scott W. Dales
Debtor.	:

As debtor in possession, I affirm:

1.           That I have reviewed the financial statements attached hereto, consisting of:

X	Operating Statement	(Form 2)
X	Balance Sheet	(Form 3)
X	Summary of Operations	(Form 4)
X	Monthly Cash Statement	(Form 5)
X	Statement of Compensation	(Form 6)
X	Schedule of In-Force Insurance	(Form 7)

and that they have been prepared in accordance with normal and customary accounting practices, and fairly and accurately reflect the debtor’s financial activity for the period stated.

2.           That the insurance, including workers’ compensation and unemployment insurance, as described in Section 4 of the Reporting Requirements for Chapter 11 Cases is in effect.  (If not, attach a written explanation.)

YES       X                  NO _____

3.           That all postpetition taxes as described in Sections 1 and 14 of the Operating Instructions and Reporting Requirements For Chapter 11 cases are current.  (If not, attach a written explanation.)

YES       X                  NO _____

4.           No professional fees (attorney, accountant, etc.) have been paid without specific court authorization.  (If not, attached a written explanation.)

YES       X                  NO _____

5.           All United States Trustee Quarterly fees have been paid and are current.

YES       X                  NO _____

6.           Have you filed your prepetition tax returns.  (If not, attach a written explanation.)

YES       X                  NO _____

I hereby certify, under penalty of perjury, that the information provided above and in the attached documents is true and correct to the best of my information and belief.

Dated:  November 19, 2009	/s/ Sanford R. Edlein
	Debtor in Possession
	Chief Restructuring Officer	(231) 941-0073
	Title	Phone

FORM 1

AURORA OIL & GAS CORPORATION (THE “COMPANY”)

EXPLANATORY NOTES TO THE MONTHLY OPERATING REPORT

DATED AS OF OCTOBER 31, 2009

1. This Monthly Operating Report (“MOR”) has been signed by the Company’s Chief Restructuring Officer, Sanford R. Edlein.  The MOR was prepared by the Company’s staff with management oversight.  Mr. Edlein does not have personal knowledge of every item identified in the MOR and has relied upon the work of Company management.  In reviewing and signing the MOR, Mr. Edlein has relied upon the accuracy and integrity of the Company’s books and records, and it is possible that further review thereof may require amendment of the MOR.

2. This MOR is preliminary and unaudited and reflects results for the twelve days ended July 12, 2009 (pre-petition), nineteen days ended July 31, 2009 (post-petition), one month ended July 31, 2009, August 31, 2009 and September 30, 2009, and one and ten months ended October 31, 2009 and balances as of July 12, 2009 (filing date), July 31, 2009, August 31, 2009, September 30, 2009 and October 31, 2009.  This MOR should be read together and concurrently with the Company’s first quarter 2009 Form 10-Q that was filed with the Securities and Exchange Commission (“SEC”) on May 8, 2009 and the Company’s Annual Report on Form 10-K for fiscal 2008 filed with the SEC on March 13, 2009 for a comprehensive description of our current financial condition and operating results. This MOR should also be read together and concurrently with Forms 8-K filed with the SEC during 2009.  This MOR is being provided to the Bankruptcy Court and the U.S. Trustee.

3. This MOR is unaudited and will not be subject to audit or review by our external auditors on a stand-alone basis at any time in the future.  This MOR includes the results of the ceiling test write-down during first quarter 2009, the reclassification of mortgage payable to current as a result of a default that occurred due to the Company’s chapter 11 bankruptcy filing and an increase to the ARO liability during September 2009 in the approximate amount of $3.1 million as a result of changes in estimate due to timing and anticipated abandonment costs.  Results for this period as presented in the MOR are not necessarily indicative of the actual results for the period if all such matters were allocated to all periods in the quarter or year.  Accordingly, each period reported in the MOR should not be viewed on a stand-alone basis, but rather in the context of previously reported financial results, including the Company’s SEC filings.

4. This MOR is presented in a format providing information required under local rules and incorporating measurements used for internal operating purposes, rather than in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. This MOR does not include certain financial statements and explanatory footnotes, including disclosures required under GAAP.

5. This MOR is presented on a stand alone basis for the Company and does not include any subsidiary activity.  Therefore, intercompany balances have not been eliminated.

The Company’s subsidiaries are as follows:

Aurora Operating, LLC ("AOP") is a limited liability company engaged primarily in oil and gas development.  AOP holds certain developed oil and gas properties in the New Albany Shale project.  The Company owns 71% of AOP.

Indiana Royalty Trustory, LLC ("IRT") is a limited liability company engaged primarily in investments in royalties and other financial instruments.  The Company holds a 51% interest in IRT.

Hudson Pipeline & Processing Co., LLC ("HPPC") is a limited liability company that owns and operates various pipelines and processing facilities located in Hudson Township area of the Michigan Antrim play.  The Company holds a 96.1% interest in HPPC.

Celebration Mining ("CMC") is a wholly-owned subsidiary of the Company that owns a 25% interest in a silver mine located in Utah.  No production has occurred from the mine since the 1930’s.  Activity in CMC primarily relates to general and administrative expenses associated with the marketability of the company for sale and compliance with various federal and state requirements.

Bach Services & Manufacturing Co., LLC ("BSM") was sold on June 10, 2009.  BSM was a limited liability company which provided oil and gas field services and construction services related to building pipelines, compressor packages, and processing facilities to various oil and gas companies principally in the Michigan Antrim play.  The Company owned 100% of BSM.

CASE NAME: Aurora Oil & Gas Corporation

CASE NUMBER: 09-08254 (SWD)

OPERATING STATEMENTS

	PERIOD			PERIOD
	07/01/09 -			07/13/09 -			MONTH			MONTH			MONTH			MONTH			YTD			MONTH		MONTH
	07/12/09			07/31/09			Jul-09			Aug-09			Sep-09			Oct-09			Oct-09			Nov-09		Dec-09
REVENUES:
Oil and natural gas sales	$	363,720		$	578,008		$	941,728		$	856,678		$	780,401		$	913,870		$	9,315,521
Pipeline transportation and marketing		2,805			4,551			7,356			7,568			7,501			7,485			74,113
Interest and other		39,330	(1)		62,334			101,664			99,333			96,118			99,558			1,154,495
Total revenues		405,855			644,893			1,050,748			963,579			884,020			1,020,913			10,544,129			-		-
EXPENSES:
Production taxes		11,348			18,029			29,377			24,060			21,912			26,460			284,233
Production and lease operating expense		312,982			486,401			799,383			834,907			834,902			735,639			8,192,537
General and administrative expense		1,117,559	(2)		689,985			1,807,544	(3)		1,621,813	(4)		1,295,505	(5)		1,257,376	(6)		11,184,253	(6)
Oil and natural gas depletion and amortization		54,587			90,114			144,701			155,338			157,604			172,045			1,482,127
Other assets depreciation and amortization		7,590			12,017			19,607			19,607			19,607			19,607			217,261
Interest expense		435,346			686,449			1,121,795			1,136,267			1,136,267			1,272,728	(7)		10,035,366	(7)
Ceiling write-down of oil and gas properties		-			-			-			-			-			-			53,639,522
Taxes (refunds), other		2,403			3,232			5,635			11,431			11,209			11,481			(28,295	)
Total expenses		1,941,815			1,986,227			3,928,042			3,803,423			3,477,006			3,495,336			85,007,004			-		-
NET LOSS INCOME FROM CONTINUING OPERATIONS		(1,535,960	)		(1,341,334	)		(2,877,294	)		(2,839,844	)		(2,592,986	)		(2,474,423	)		(74,462,875	)		-		-
DISCONTINUED OPERATIONS:
Operating loss		-			(6,500	)		(6,500	)		-			-			-			(287,285	)
Loss on disposal		-			-			-			-			-			-			(1,434,858	)
Loss from discontinued operations		-			(6,500	)		(6,500	)		-			-			-			(1,722,143	)		-		-
NET LOSS AFTER DISCONTINUED OPERATIONS ATTRIBUTABLE TO AURORA COMMON SHAREHOLDERS	$	(1,535,960	)	$	(1,347,834	)(8)	$	(2,883,794	)(8)	$	(2,839,844	)	$	(2,592,986	)	$	(2,474,423	)	$	(76,185,018	)	$	-	$	-

(1) - Amount was reduced by $63,033 from the informal report submitted to the U.S. Trustee in August 2009 to properly account for activity during the period of July 1, 2009 - July 12, 2009.

(2) - One time write-offs in the amount of $0.4 million related to inventory and processing assets was recorded as general and administrative expense during the period. This balance also includes a severance payment in the amount of $0.1 million (including applicable payroll taxes) to William Deneau, former CEO.

(3) - For the one month ended July 31, 2009 approximately $1.0 million was incurred for restructuring/debt services and bankruptcy legal and consulting services. Of the $1.0 million, $0.5 was incurred on behalf of the creditors.

(4) - For the one month ended August 31, 2009 approximately $1.4 million was incurred for restructuring/debt services and bankruptcy legal and consulting services. Of the $1.4 million, $0.5 was incurred on behalf of the creditors.

(5) - For the one month ended September 30, 2009 approximately $1.0 million was incurred for restructuring/debt services and bankruptcy legal and consulting services. Of the $1.0 million, $0.4 million was incurred on behalf of the creditors.

(6) - For the one and ten months ended October 31, 2009 approximately $1.0 million and $6.8 million, respectively was incurred for restructuring/debt services and bankruptcy legal and consulting services. Of the $1.0 million and $6.8 million, $0.5 million and $3.2 million, respectively was incurred on behalf of the creditors.

(7) - For the one and ten months ended October 31, 2009 approximately $0.1 million of DIP finacing fees are included in interest expense. The Company continues to accrue interest charges for the senior secured credit facility and second lien term loan based on default rates.

(8) - Net loss after discontinued operations attributable to Aurora common shareholders was reduced for the period July 13, 2009 - July 31, 2009 and for the month ended July 31, 2009 from the September 10, 2009 Form 8-K filing by $5,298 as a result of eliminating noncontrolling interest activity to properly reflect Aurora Oil & Gas Corporation on a stand-alone basis.

FORM 2

CASE NAME: Aurora Oil & Gas Corporation

CASE NUMBER: 09-08254 (SWD)

BALANCE SHEETS

	Filing Date			AS OF			AS OF			AS OF			AS OF			AS OF		AS OF
	07/12/09			07/31/09			08/31/09			09/30/09			10/31/09			11/30/09		12/31/09
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,340,664		$	2,334,119		$	1,768,209	(1)	$	747,695		$	71,011
Restricted cash		-			-			-			-			251,650	(2)
Short-term investments		659,317			659,944			507,090	(1)		422,874	(3)		322,029	(3)
Accounts receivable:
Oil and natural gas sales		1,173,079			1,311,732			1,511,393			1,626,102			1,982,979
Joint interest owners		447,577	(4)		385,093			1,075,766			1,111,577			1,225,037
Intercompany		693,998	(5)		591,283	(5)		622,470	(5)		627,190	(5)		541,323	(5)
Note receivable - related party		132,181	(6)		132,181	(6)		132,181	(6)		132,181	(6)		132,181	(6)
Materials inventory		632,067			608,812			607,304			592,663			595,007
Prepaid expenses and other current assets		1,604,088			1,544,735			1,331,633			1,207,150			1,178,830
Total current assets		7,682,971			7,567,899			7,556,046			6,467,432			6,300,047			-		-
PROPERTY AND EQUIPMENT:
Land		264,022			264,022			264,022			264,022			264,022
Oil and natural gas properties, using full cost accounting:
Proved properties		38,804,426			39,262,183			41,381,218			40,110,459			42,549,967
Unproved properties		46,917,195			46,434,323			43,618,492			47,993,038			45,552,419
Less: accumulated depletion and amortization		(20,650,771	)		(20,740,885	)		(20,896,224	)		(21,053,827	)		(21,225,872	)
Total oil and natural gas properties, net		65,070,850			64,955,621			64,103,486			67,049,670			66,876,514			-		-
Other property and equipment:
Other property and equipment		4,144,541			4,144,541			4,144,541			4,144,541			4,144,541
Less: accumulated depreciation		(791,242	)		(803,259	)		(822,866	)		(842,473	)		(862,080	)
Total other property and equipment, net		3,353,299			3,341,282			3,321,675			3,302,068			3,282,461			-		-
Total property and equipment, net		68,688,171			68,560,925			67,689,183			70,615,760			70,422,997			-		-
OTHER ASSETS:
Note receivable		11,830,385			11,830,385			11,830,385			11,830,385			11,830,385
Debt issuance costs (7)		952,560			927,084			885,519			845,494			804,388
Other		8,630,764			8,630,767			8,634,258			8,542,920			8,542,735
Total other assets		21,413,709			21,388,236			21,350,162			21,218,799			21,177,508			-		-
TOTAL ASSETS	$	97,784,851	(8)	$	97,517,060	(8)	$	96,595,391		$	98,301,991		$	97,900,552		$	-	$	-

FORM 3

CASE NAME: Aurora Oil & Gas Corporation

CASE NUMBER: 09-08254 (SWD)

BALANCE SHEETS

	Filing Date			AS OF			AS OF			AS OF			AS OF			AS OF		AS OF
	07/12/09			07/31/09			08/31/09			09/30/09			10/31/09			11/30/09		12/31/09
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	2,436,489	(4)	$	3,018,016		$	3,860,813		$	4,122,424		$	4,068,740
Accrued interest		5,223,127			5,713,545			6,307,706			7,345,805			8,420,021
Note payable - related party		1,040,000	(9)		1,040,000	(9)		1,040,000	(9)		1,040,000	(9)		1,040,000	(9)
Current portion of DIP financing		-			-			-			-			1,100,000
Current portion of asset retirement obligation		-			-			-			583,266			587,187
Current portion of mortgage payable		2,568,685			2,568,685			2,568,685			2,568,685			2,568,685
Senior secured credit facility		72,021,446			72,021,446			72,021,446			72,021,446			72,021,446
Second lien term loan		51,871,073			51,871,073			52,345,117			52,345,117			52,345,117
Total current liabilities		135,160,820			136,232,765			138,143,767			140,026,743			142,151,196			-		-
LONG-TERM LIABILITIES:
Asset retirement obligation		1,737,409			1,746,968			1,756,527			4,175,523			4,126,440
Other long-term liabilities		419,336			417,875			415,489			413,103			410,717
Total long-term liabilities		2,156,745			2,164,843			2,172,016			4,588,626			4,537,157			-		-
Total liabilities		137,317,565			138,397,608			140,315,783			144,615,369			146,688,353			-		-
(DEFICIT) EQUITY
Shareholders’ (deficit) equity:
Common stock, $0.01 par value		1,032,828			1,032,828			1,032,828			1,032,828			1,032,828
Additional paid-in capital		142,685,964			142,685,964			142,685,964			142,685,964			142,685,964
Accumulated deficit		(183,251,506	)(4)		(184,599,340	)		(187,439,184	)		(190,032,170	)		(192,506,593	)
Total shareholders’ (deficit) equity		(39,532,714	)		(40,880,548	)		(43,720,392	)		(46,313,378	)		(48,787,801	)		-		-
TOTAL LIABILITIES AND (DEFICIT) EQUITY	$	97,784,851	(8)	$	97,517,060	(8)	$	96,595,391		$	98,301,991		$	97,900,552		$	-	$	-

(1) - Cash and cash equivalents reduced and short-term investments increased by $97,146 from the September 22, 2009 Form 8-K filing to properly state the amount held by the Primary Reserve Fund.

(2) - Amount represents cash restricted at Northwestern Bank for collateral on letters of credit. Restricted cash existed in prior months and was separated during October 2009.

(3) - Amount is net of an $84,000 allowance recorded during September 2009 due to Northwestern Bank informing management that the Primary Reserve Fund likely will not make distributions to cover the balance in full.

(4) - Joint interest owner account receivables, accounts payable and accrued liabilities, and accumulated deficit were reduced by $2,747, $108,023 and $105,276, respectively from the informal report submitted to the U.S. Trustee in September 2009 as a result of adjustments to estimated accrued liabilities and to properly account for interest income activity during the period July 1, 2009 - July 12, 2009.

(5) - Amounts represent intercompany receivables from AOP, IRT, HPPC and CMC as defined in the "Explanatory Notes to the Monthly Operating Report" accompanying this MOR.

(6) - Amount represents note receivable from Indiana Royalty Trustory, LLC which AOG holds a 51% interest and is recorded at the gross amount.

(7) - Balance is net of accumulated amortization of $1,105,178, $1,130,654, $1,172,219, $1,212,244 and $1,253,349 as of July 12, 2009, July 31, 2009, August 31, 2009, September 30, 2009 and October 31, 2009, respectively.

(8) - Total assets and total liabilities and (deficit) equity were reduced at July 12, 2009 and July 31, 2009 from the September 10, 2009 Form 8-K filing by $218,017 and $223,315, respectively as a result of eliminating noncontrolling interest activity to properly reflect Aurora Oil & Gas Corporation on a stand-alone basis.

(9) - Amount represents note payable to Aurora Operating, LLC which AOG holds a 71% interest and is recorded at the gross amount.

FORM 3

CASE NAME: Aurora Oil & Gas Corporation

CASE NUMBER: 09-08254 (SWD)

SUMMARY OF OPERATIONS

SCHEDULE OF POST-PETITION TAXES PAYABLE

	Filing Date			AS OF			AS OF			AS OF			AS OF			AS OF		AS OF
	07/12/09			07/31/09			08/31/09			09/30/09			10/31/09			11/30/09		12/31/09
INCOME TAXES WITHHELD:
Federal	$	-		$	-		$	-		$	-		$	-
State		-			-			-			-			-
Local		-			-			-			-			-
FICA WITHHELD		-			-			-			-			-
EMPLOYERS FICA		-			-			-			-			-
UNEMPLOYMENT TAX:
Federal		-			-			-			-			-
State		-			-			-			-			-
SEVERANCE TAXES		5,924			-			8,930			-			-
PROPERTY TAXES		234,033			234,033			-	(1)		-			-
STATE INCOME TAXES		600			600			600			600			600
WORKERS' COMPENSATION		-			-			-			-			-
TOTAL POST-PETITION TAXES PAYABLE	$	240,557		$	234,633		$	9,530		$	600		$	600		$	-	$	-
Note: Payroll was paid on October 30, 2009 and therefore no accrual exists at October 31, 2009.
AGING OF ACCOUNTS RECEIVABLE
	AGED AS OF			AS OF			AS OF			AS OF			AS OF			AS OF		AS OF
DAYS	07/12/09			07/31/09			08/31/09			09/30/09			10/31/09			11/30/09		12/31/09
0-29 Days	$	859,964		$	834,840		$	1,463,779	(2)	$	596,843		$	740,082
30-59 Days		458,658			357,127			310,849	(2)		1,098,059			296,496
60-89 Days		114,002			35,509			159,172	(2)		140,524			999,791
90+ Days		81,102			359,574			545,988	(2)		794,560			1,058,330	(8)
Other		106,930	(3)		109,775	(4)		107,371	(5)		107,693	(6)		113,317	(7)
TOTAL	$	1,620,656		$	1,696,825		$	2,587,159		$	2,737,679		$	3,208,016		$	-	$	-
AGING OF ACCOUNTS PAYABLE
	AGED AS OF			AS OF			AS OF			AS OF			AS OF			AS OF		AS OF
DAYS	07/12/09			07/31/09			08/31/09			09/30/09			10/31/09			11/30/09		12/31/09
0-29 Days	$	962,389		$	1,053,005		$	1,541,688	(1)	$	1,928,255		$	1,757,424
30-59 Days		286,518			665,569			259,486			241,896			352,280
60-89 Days		1,576			300			-			128,990			53,499
90+ Days		-			-			46,486			-			-
TOTAL	$	1,250,483		$	1,718,874		$	1,847,660		$	2,299,141		$	2,163,203		$	-	$	-

Note: This form does not include intercompany accounts receivable.

(1) - Property taxes payable in the amount of $234,033 were transferred from accruals to accounts payable as of 8/31/09.

(2) - Amounts were adjusted from the September 22, 2009 Form 8-K filing to include revenue receivable balances.

(3) - Amount relates to $58,087 of note receivable interest, $41,537 of Bach insurance premiums and $7,306 of COBRA and unbilled LOE/property tax charges from joint partners.

(4) - Amount relates to $59,494 of note receivable interest, $41,537 of Bach insurance premiums and $8,744 of COBRA and unbilled LOE charges from joint partners.

(5) - Amount relates to $61,800 of note receivable interest, $41,537 of Bach insurance premiums and $4,034 of COBRA and unbilled LOE charges from joint partners.

(6) - Amount relates to $64,063 of note receivable interest, $41,537 of Bach insurance premiums and $2,093 of COBRA and unbilled LOE charges from joint partners.

(7) - Amount relates to $66,584 of note receivable interest, $39,560 of Bach insurance premiums and $7,173 of COBRA and unbilled LOE charges from joint partners.

(8) - Amount primarily represents past due revenue receivable amounts from non-operators prior to any settlement.

FORM 4

BANK RECONCILIATION AND CASH ACTIVITY REPORT

Month Ended October 31, 2009

Case Name: Aurora Oil & Gas Corporation

Case Number: 09-08254 (SWD)

	Bank:	Northwestern Bank			JPMorgan Chase			JPMorgan Chase			Charles Schwab & Co.		Northwestern Bank			Northwestern Bank
	Purpose (Type):	Concentration Account			Operating Account (DIP)			Disbursement Account (DIP)			Investment Account		Money Market (Collateral for LC)			General Account (Collateral for LC)		TOTAL***
	Bank Balance (10/31/09)	$	4,416		$	55,146		$	174,194		$	10,533	$	250,233		$	410,610	$	905,132
	Add: Deposits in Transit		-			-			-			-		-			-		-
	Subtract: Outstanding Checks		(2,998	)		-			(173,944	)		-		-			-		(176,942	)
	Adjusted Bank Balance (10/31/09)	$	1,418		$	55,146		$	250		$	10,533	$	250,233		$	410,610	$	728,190
Cash Activity Report
A	Beginning Book Balance (9/30/09)	$	1,049		$	580,850		$	250		$	10,533	$	250,225		$	410,385	$	1,253,292
B	Receipts		389			1,490,221			388			0		233			-		1,491,231
C	Transfers In (from other accounts)		-			8,899			634,566			-		-			225		643,690
D	Balance Available		1,438			2,079,971			635,204			10,533		250,458			410,610		3,388,214
E	Disbursements		(20	)		(1,390,259	)		(626,055	)		-		-			-		(2,016,333	)
F	Transfers Out		-			(634,566	)		(8,899	)		-		(225	)		-		(643,690	)
G	Ending Book Balance (10/31/09)	$	1,418		$	55,146		$	250		$	10,533	$	250,233		$	410,610	$	728,190

* A sweep account at Northwestern Bank is associated with this operating account. Effective July 20, 2009, the sweep account was closed. Also, a zero-balance account for disbursement is associated with this operating account. The presentation of this account in the reconciliation and cash activity is consolidated for these associated accounts.

** A predecessor account at JPMorgan Chase (account 730534674) was established prior to the petition date of 7/12/09, in anticipation of the filing. A minimal amount of activity occurred prior to the filing date, after which the account was closed/merged into the new JPMorgan Chase DIP account. The presentation of this account in the reconciliation and cash activity is consolidated for these accounts.

*** The Company's Balance Sheet assumes an $84,000 allowance for short-term investment impairment held in the Primary Reserve account(s). As a result, the cash presented in the financial statements are $84,000 less (ultimately, $84,500 when petty cash is included) than is presented in this reconciliation and activity report.

Other Monies on Hand
Aurora keeps $500 in petty cash on hand.
Cash Receipts and Disbursements Detail	TOTAL
Receipts
Operations		264,982
Other Receipts		126,249
DIP Financing		1,100,000
Total Receipts	$	1,491,231
Disbursements
Operations		345,208
CapEx		62,025
SG&A		332,595
Lenders fees		-
Debt Service		106,242
Restructuring fees		1,158,509
Changes in working capital		(37,800	)
Royalties and Other		49,553
Total Disbursements	$	2,016,333

Note: Certain minor differences may occur due to rounding.

FORM 5

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:  October 31, 2009

Case No:   09-08254 (SWD)

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession.

Name:	Richard Deneau	Capacity:		Shareholder
				Officer
			X	Director
				Insider

Detailed Description of Duties:

Current Compensation Paid:	October 2009
		125.00
Current Benefits Paid:	October 2009
Health Insurance		N/A
Life Insurance		N/A
Retirement		N/A
Company Vehicle		N/A
Travel		-
Other Benefits		N/A
Total Benefits		-
Current Other Payments Paid:	October 2009
Rent Paid		N/A
Loans		N/A
Other - Consulting Fees		-
Other - Consulting Travel		-
Other - Retainer		-
Total Other Payments		-
CURRENT TOTAL OF ALL PAYMENTS:	October 2009
		125.00

Dated:	November 19, 2009	/s/ Sanford R. Edlein
		Officer

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:  October 31, 2009

Case No:  09-08254 (SWD)  

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession.

Name:	Wayne Schaeffer	Capacity:		Shareholder
				Officer
			X	Director
				Insider

Detailed Description of Duties:

Current Compensation Paid:	October 2009
		445.00
Current Benefits Paid:	October 2009
Health Insurance		N/A
Life Insurance		N/A
Retirement		N/A
Company Vehicle		N/A
Travel		-
Other Benefits		N/A
Total Benefits		-
Current Other Payments Paid:	October 2009
Rent Paid		N/A
Loans		N/A
Other - Retainer		-
Other (Describe)		-
Other (Describe)		-
Total Other Payments		-
CURRENT TOTAL OF ALL PAYMENTS:	October 2009
		445.00

Dated:	November 19, 2009	/s/ Sanford R. Edlein
		Officer

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:  October 31, 2009

Case No:  09-08254 (SWD)

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession.

Name:	Gary J. Myles	Capacity:		Shareholder
				Officer
			X	Director
				Insider

Detailed Description of Duties:

Current Compensation Paid:	October 2009
		1,875.00
Current Benefits Paid:	October 2009
Health Insurance		N/A
Life Insurance		N/A
Retirement		N/A
Company Vehicle		N/A
Travel		-
Other Benefits		N/A
Total Benefits		-
Current Other Payments Paid:	October 2009
Rent Paid		N/A
Loans		N/A
Other - Retainer		-
Other (Describe)		-
Other (Describe)		-
Total Other Payments		-
CURRENT TOTAL OF ALL PAYMENTS:	October 2009
		1,875.00

Dated:	November 19, 2009	/s/ Sanford R. Edlein
		Officer

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:  October 31, 2009

Case No:  09-08254 (SWD)

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession.

Name:	Kevin Stulp	Capacity:		Shareholder
				Officer
			X	Director
				Insider

Detailed Description of Duties:

Current Compensation Paid:	October 2009
		125.00
Current Benefits Paid:	October 2009
Health Insurance		N/A
Life Insurance		N/A
Retirement		N/A
Company Vehicle		N/A
Travel		-
Other Benefits		N/A
Total Benefits		-
Current Other Payments Paid:	October 2009
Rent Paid		N/A
Loans		N/A
Other - Retainer		-
Other (Describe)		-
Other (Describe)		-
Total Other Payments		-
CURRENT TOTAL OF ALL PAYMENTS:	October 2009
		125.00

Dated:	November 19, 2009	/s/ Sanford R. Edlein
		Officer

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:  October 31, 2009

Case No:  09-08254 (SWD)

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession.

Name:	Earl Young	Capacity:		Shareholder
				Officer
			X	Director
				Insider

Detailed Description of Duties:

Current Compensation Paid:	October 2009
		1,250.00
Current Benefits Paid:	October 2009
Health Insurance		N/A
Life Insurance		N/A
Retirement		N/A
Company Vehicle		N/A
Travel		-
Other Benefits		N/A
Total Benefits		-
Current Other Payments Paid:	October 2009
Rent Paid		N/A
Loans		N/A
Other - Retainer		-
Other (Describe)		-
Other (Describe)		-
Total Other Payments		-
CURRENT TOTAL OF ALL PAYMENTS:	October 2009
		1,250.00

Dated:	November 19, 2009	/s/ Sanford R. Edlein
		Officer

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:  October 31, 2009

Case No:  09-08254 (SWD)

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession.

Name:	John E. McDevitt	Capacity:		Shareholder
				Officer
			X	Director
				Insider

Detailed Description of Duties:

Current Compensation Paid:	October 2009
		-
Current Benefits Paid:	October 2009
Health Insurance		N/A
Life Insurance		N/A
Retirement		N/A
Company Vehicle		N/A
Travel		-
Other Benefits		N/A
Total Benefits		-
Current Other Payments Paid:	October 2009
Rent Paid		N/A
Loans		N/A
Other - Retainer		-
Other (Describe)		-
Other (Describe)		-
Total Other Payments		-
CURRENT TOTAL OF ALL PAYMENTS:	October 2009
		-

Dated:	November 19, 2009	/s/ Sanford R. Edlein
		Officer

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:  October 31, 2009

Case No:  09-08254 (SWD)

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession.

Name:	David Deneau	Capacity:		Shareholder
				Officer
				Director
			X	Insider

Detailed Description of Duties:

Land Supervisor

Current Compensation Paid:	October 2009
		6,000.00
Current Benefits Paid:	Total Month
Health Insurance		998.46
Life Insurance		N/A
Retirement 401(k)		N/A
Company Vehicle		N/A
Travel		N/A
Other Benefits		-
Co. Share FICA & Medic		459.00
Total Benefits		1,457.46
Current Other Payments Paid:	Total Month
Rent Paid		N/A
Loans		N/A
Other - 10/27/09 Expense Report		130.90
Other (Describe)		-
Other (Describe)		-
Total Other Payments		130.90
CURRENT TOTAL OF ALL PAYMENTS:	Total Month
	$	7,588.36

Dated:	November 19, 2009	/s/ Sanford R. Edlein
		Officer

Note:   401(k) Employer Matching Contribution suspended 6/1/09

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:  October 31, 2009

Case No:  09-08254 (SWD)

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession.

Name:	Jeffrey Deneau	Capacity:		Shareholder
			X	Officer
				Director
			X	Insider

Detailed Description of Duties:

Investor Relations Officer and Treasurer

Current Compensation Paid:	October 2009
		10,000.00
Current Benefits Paid:	Total Month
Health Insurance		998.46
Life Insurance		N/A
Retirement 401(k)		N/A
Company Vehicle		N/A
Travel		N/A
Other Benefits		-
Co. Share FICA & Medic		145.00
Total Benefits		1,143.46
Current Other Payments Paid:	Total Month
Rent Paid		N/A
Loans		N/A
Other: 9/30/09 Expense Report		82.26
Budget Conference Invoice
Other: 10/13/09 Expense Report		690.00
PR Newswire Invoice
Other (Describe)		-
Total Other Payments		772.26
CURRENT TOTAL OF ALL PAYMENTS:	Total Month
	$	11,915.72

Dated:	November 19, 2009	/s/ Sanford R. Edlein
		Officer

Note:   401(k) Employer Matching Contribution suspended 6/1/09

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:  October 31, 2009

Case No:  09-08254 (SWD)

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession.

Name:	John Hunter	Capacity:		Shareholder
			X	Officer
				Director
			X	Insider

Detailed Description of Duties:

Vice President of Exploration and Production

Current Compensation Paid:	October 2009
Resumption of Base Salary as of 10/1/2009		11,000.00
Current Benefits Paid:	Total Month
Health Insurance		998.46
Life Insurance		N/A
Retirement 401(k)		N/A
Company Vehicle		N/A
Travel		N/A
Other Benefits-Relocation Exp		2,500.00
Co. Share FICA & Medic		190.39
Total Benefits		3,688.85
Current Other Payments Paid:	Total Month
Rent Paid		N/A
Loans		N/A
Other- 10/7/09 Expense Report		364.60
Other: Carried Working Interest		-
Under Venator Energy LLC, John Hunter has a balance due to AOG of $205,109.09 as of 10/31/09
Other: JIB'd Working Interest		-
Under Venator Energy LLC, John Hunter has a balance due to AOG of $232.40 as of 10/31/09
Total Other Payments		364.60
CURRENT TOTAL OF ALL PAYMENTS:	Total Month
	$	15,053.45

Dated:	November 19, 2009	/s/ Sanford R. Edlein
		Officer

Note:   401(k) Employer Matching Contribution suspended 6/1/09

FORM 6

MONTHLY STATEMENT OF INSIDER COMPENSATION/PAYMENTS

Period Ending:  October 31, 2009

Case No:  09-08254 (SWD)

The following information is to be provided for each shareholder, officer, director, manager, insider, or owner that is employed by the debtor in possession.

Name:	Barbara Lawson	Capacity:		Shareholder
			X	Officer
				Director
			X	Insider

Detailed Description of Duties:

Chief Financial Officer

Current Compensation Paid:	October 2009
Resumption of re-negotiated Base Salary as of 10/1/09		15,416.68
Current Benefits Paid:	Total Month
Health Insurance		830.59
Life Insurance		N/A
Retirement 401(k)		N/A
Company Vehicle		N/A
Travel		N/A
Other Benefits		-
Co. Share FICA & Medic		219.28
Total Benefits		1,049.87
Current Other Payments Paid:	Total Month
Rent Paid		N/A
Loans		N/A
Other (Describe)		-
Other (Describe)		-
Other (Describe)		-
Total Other Payments		-
CURRENT TOTAL OF ALL PAYMENTS:	Total Month
	$	16,466.55

Dated:	November 19, 2009	/s/ Sanford R. Edlein
		Officer

Note:   401(k) Employer Matching Contribution suspended 6/1/09

FORM 6

SCHEDULE OF IN-FORCE INSURANCE

For Month Ended October 31, 2009

Case Name:  Aurora Oil & Gas Corporation

Case Number:  09-08254 (SWD)

Insurance Type	Carrier/Agent	Expiration Date
Building & Personal Property	Federal Insurance Company (Chubb)	1/1/2010
Oilfield Lease Property	Federal Insurance Company (Chubb)	1/1/2010
Mobile Equipment	Federal Insurance Company (Chubb)	1/1/2010
General Liability	Federal Insurance Company (Chubb)	1/1/2010
Pollution Liability	Federal Insurance Company (Chubb)	1/1/2010
Umbrella - Primary	Federal Insurance Company (Chubb)	1/1/2010
Umbrella - Second Layer	Arch Insurance Group	1/1/2010
Umbrella - Third Layer	Federal Insurance Company (Chubb)	1/1/2010
Control of Well	Southwest Energy Underwriters (Lloyds)	1/1/2010
Auto	New Hampshire Insurance Co. (AIG)	1/1/2010
Workers Compensation	Insurance Company of the State of PA (AIG)	1/1/2010
Directors & Officers Liability - Primary	National Fire Insurance Co. of Pittsburgh, PA (AIG)	1/31/2010
Directors & Officers Liability - Excess	Federal Insurance Company (Chubb)	1/31/2010
Directors & Officers Liability (Runoff) - Primary	National Fire Insurance Co. of Pittsburgh, PA (AIG)	6 years from trigger date; has not yet been triggered
Directors & Officers Liability (Runoff) - Excess	Federal Insurance Company (Chubb)	6 years from trigger date; has not yet been triggered

Note:  Aurora Oil & Gas Corporation affirms that all necessary insurance coverages are in effect and all premium payments are current as of the ending date specified above.

FORM 7

EX-99.2

EXHIBIT 99.2

TRANSMITTAL OF FINANCIAL REPORTS AND

CERTIFICATION OF COMPLIANCE WITH

UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR

THE PERIOD ENDED:  OCTOBER 31, 2009

IN RE:	:	CASE NO.:	09-08255 (SWD)
	:	Chapter 11
HUDSON PIPELINE & PROCESSING CO., LLC,	:	Judge:	Honorable Scott W. Dales
Debtor.	:

As debtor in possession, I affirm:

1.           That I have reviewed the financial statements attached hereto, consisting of:

X	Operating Statement	(Form 2)
X	Balance Sheet	(Form 3)
X	Summary of Operations	(Form 4)
X	Monthly Cash Statement	(Form 5)
N/A	Statement of Compensation	(Form 6)
X	Schedule of In-Force Insurance	(Form 7)

and that they have been prepared in accordance with normal and customary accounting practices, and fairly and accurately reflect the debtor’s financial activity for the period stated.

2.           That the insurance, including workers’ compensation and unemployment insurance, as described in Section 4 of the Reporting Requirements for Chapter 11 Cases is in effect.  (If not, attach a written explanation.)

YES       X                  NO _____

3.           That all postpetition taxes as described in Sections 1 and 14 of the Operating Instructions and Reporting Requirements For Chapter 11 cases are current.  (If not, attach a written explanation.)

      YES _____                NO _____            N/A X     

4.           No professional fees (attorney, accountant, etc.) have been paid without specific court authorization.  (If not, attached a written explanation.)

YES       X                  NO _____

5.           All United States Trustee Quarterly fees have been paid and are current.

YES       X                  NO _____

6.           Have you filed your prepetition tax returns.  (If not, attach a written explanation.)

YES       X                  No _____

I hereby certify, under penalty of perjury, that the information provided above and in the attached documents is true and correct to the best of my information and belief.

Dated:  November 19, 2009	/s/ Sanford R. Edlein
	Debtor in Possession
	Chief Restructuring Officer	(231) 941-0073
	Title	Phone

FORM 1

HUDSON PIPELINE & PROCESSING CO, LLC (“HPPC”)

EXPLANATORY NOTES TO THE MONTHLY OPERATING REPORT

DATED AS OF OCTOBER 31, 2009

1. This Monthly Operating Report (“MOR”) has been signed by the Company’s Chief Restructuring Officer, Sanford R. Edlein.  The MOR was prepared by Aurora Oil & Gas Corporation’s (the “Company”) staff with management oversight on behalf of HPPC.  Mr. Edlein does not have personal knowledge of every item identified in the MOR and has relied upon the work of Company management.  In reviewing and signing the MOR, Mr. Edlein has relied upon the accuracy and integrity of the Company’s books and records, and it is possible that further review thereof may require amendment of the MOR.

2. This MOR is preliminary and unaudited and reflects results for the twelve days ended July 12, 2009 (pre-petition), nineteen days ended July 31, 2009 (post-petition), one month ended July 31, 2009, August 31, 2009 and September 30, 2009, one and ten months ended October 31, 2009 and balances as of July 12, 2009 (filing date), July 31, 2009, August 31, 2009, September 30, 2009 and October 31, 2009.  This MOR should be read together and concurrently with the Company’s first quarter 2009 Form 10-Q that was filed with the Securities and Exchange Commission (“SEC”) on May 8, 2009 and the Company’s Annual Report on Form 10-K for fiscal 2008 filed with the SEC on March 13, 2009 for a comprehensive description of our current financial condition and operating results. This MOR should also be read together and concurrently with Forms 8-K filed with the SEC during 2009.  This MOR is being provided to the Bankruptcy Court and the U.S. Trustee.

3. This MOR is unaudited and will not be subject to audit or review by our external auditors on a stand-alone basis at any time in the future.  Results for this period as presented in the MOR are not necessarily indicative of the actual results for the period if all such matters were allocated to all periods in the quarter or year.  Accordingly, each period reported in the MOR should not be viewed on a stand-alone basis, but rather in the context of previously reported financial results, including the Company’s SEC filings.

4. This MOR is presented in a format providing information required under local rules and incorporating measurements used for internal operating purposes, rather than in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. This MOR does not include certain financial statements and explanatory footnotes, including disclosures required under GAAP.

5. This MOR is presented on a stand alone basis for HPPC and does not include any eliminating entries.  HPPC is a limited liability company that owns and operates various pipelines and processing facilities located in Hudson Township area of the Michigan Antrim play.  The Company holds a 96.1% interest in HPPC.

CASE NAME:  Hudson Pipeline & Processing Co., LLC

CASE NUMBER:  09-08254 (SWD)

OPERATING STATEMENTS

	PERIOD			PERIOD
	07/01/09 -			07/13/09 -			MONTH			MONTH			MONTH			MONTH			YTD			MONTH		MONTH
	07/12/09			07/31/09			Jul-09			Aug-09			Sep-09			Oct-09			Oct-09			Nov-09		Dec-09
REVENUES:
Transportation	$	36,859		$	57,278		$	94,137		$	91,636		$	91,816		$	91,646		$	907,228
Compression		59,844			103,787			163,631			184,232			181,494			180,825			1,654,002
Processing		19,282			29,935			49,217			48,268			47,114			47,004			476,152
Other income		3,361			5,657			9,018			8,729			8,685			8,684			163,425
3rd party transportation		1,558			2,388			3,946			3,902			3,840			3,832			343,614
Less: 3rd party transportation		(1,558	)		(2,388	)		(3,946	)		(3,902	)		(3,840	)		(3,832	)		(343,614	)
Total revenues		119,346			196,657			316,003			332,865			329,109			328,159			3,200,807			-		-
EXPENSES:
Pipeline and field operating expense		525			1,174			1,699			700			900			500			47,520
Processing operating expense		77,232			76,832			154,064			165,693			135,641			136,654			1,660,340
General and administrative expense		2,611			4,387			6,998			6,933			7,131			12,826			79,332
Depreciation		27,548			43,618			71,166			71,166			71,166			71,166			724,190
Taxes (refunds), other		1,348			2,000			3,348			5,777			8,218			8,218			46,635
Total expenses		109,264			128,011			237,275			250,269			223,056			229,364			2,558,017			-		-
NET INCOME	$	10,082		$	68,646		$	78,728		$	82,596			106,053			98,795		$	642,790			-		-

FORM 2

CASE NAME:  Hudson Pipeline & Processing Co., LLC

CASE NUMBER:  09-08254 (SWD)

BALANCE SHEETS

	Filing Date			AS OF			AS OF			AS OF			AS OF			AS OF		AS OF
	07/12/09			07/31/09			08/31/09			09/30/09			10/31/09			11/30/09		12/31/09
ASSETS
CURRENT ASSETS:
Cash	$	1,861,927		$	1,989,537		$	2,097,689		$	2,307,208		$	2,267,209
Accounts receivable:
Trade		475,818			311,050			328,037			324,192			323,585
Members		106,754			106,754			106,754			106,754			106,754
Prepaid expenses		100,894			73,344			156,874			165,028			155,388
Total current assets		2,545,393			2,480,685			2,689,354			2,903,182			2,852,936			-		-
PIPELINES, PLANT AND EQUIPMENT
Pipelines		7,391,842			7,391,842			7,391,842			7,391,842			7,391,842
Plant		948,457			948,457			948,457			948,457			948,457
Equipment		2,560,696			2,560,696			2,560,696			2,560,696			2,560,696
Less: accumulated depreciation		(1,876,861	)		(1,920,479	)		(1,991,644	)		(2,062,810	)		(2,133,976	)
Total pipelines, plant and equipment, net		9,024,134			8,980,516			8,909,351			8,838,185			8,767,019			-		-
TOTAL ASSETS	$	11,569,527		$	11,461,201		$	11,598,705		$	11,741,367		$	11,619,955		$	-	$	-
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES:
Accounts payable:
Trade	$	250,950	(1)	$	198,408		$	124,740		$	253,288		$	163,034
Affiliates		207,760	(1)		59,402			90,595			95,310			9,430
Accrued liabilities		41,648			70,898			176,964			88,993			53,603
Other current liabilities		104,197			104,197			104,197			104,197			104,197
Total current liabilities		604,555			432,905			496,496			541,788			330,264			-		-
LONG-TERM LIABILITIES:
Deferred gain on sale of natural gas compressor equipment		257,132			251,810			243,127			234,444			225,761
MEMBERS' EQUITY
Members’ equity		10,707,840	(1)		10,776,486			10,859,082			10,965,135			11,063,930
TOTAL LIABILITIES AND (DEFICIT) EQUITY	$	11,569,527		$	11,461,201		$	11,598,705		$	11,741,367		$	11,619,955		$	-	$	-

(1) - Trade accounts payable and members' equity were reduced by $45,327 and $273, respectively and affiliates accounts payable was increase by $45,600 from the informal report submitted to theU.S. Trustee as a result of adjustments to estimated accrued liabilities and to properly account for payables to affiliates.

FORM 3

CASE NAME:  Hudson Pipeline & Processing Co., LLC

CASE NUMBER: 09-08254 (SWD)

SUMMARY OF OPERATIONS

SCHEDULE OF POST-PETITION TAXES PAYABLE

Filing Date

AS OF

AS OF

AS OF

AS OF

AS OF

AS OF

07/12/09

07/31/09

08/31/09

09/30/09

10/31/09

11/30/09

12/31/09

INCOME TAXES WITHHELD:

Federal

$

-

$

-

$

-

$

-

$

-

State

-

-

-

-

-

Local

-

-

-

-

-

FICA WITHHELD

-

-

-

-

-

EMPLOYERS FICA

-

-

-

-

-

UNEMPLOYMENT TAX:

Federal

-

-

-

-

-

State

-

-

-

-

-

SEVERANCE TAXES

-

-

-

-

-

PROPERTY TAXES

-

-

-

-

-

STATE INCOME TAXES

-

-

-

-

-

WORKERS' COMPENSATION

-

-

-

-

-

TOTAL POST-PETITION TAXES PAYABLE

$

-

$

-

$

-

$

-

$

-

$

-

$

-

Note: HPPC does not have employees and therefore no payroll related liabilities exists.  No other tax related payables exist at October 31, 2009.

AGING OF ACCOUNTS RECEIVABLE

	AGED AS OF			AS OF			AS OF			AS OF			AS OF			AS OF		AS OF
DAYS	07/12/09			07/31/09			08/31/09			09/30/09			10/31/09			11/30/09		12/31/09
0-29 Days	$	475,818	(1)	$	311,050	(1)	$	328,037	(1)	$	324,192		$	323,585
30-59 Days		-			-			-			-			-
60-89 Days		-			-			-			-			-
90+ Days		106,754	(2)		106,754	(2)		106,754	(2)		106,754	(2)		106,754	(2)
TOTAL	$	582,572		$	417,804		$	434,791		$	430,946		$	430,339		$	-	$	-

AGING OF ACCOUNTS PAYABLE

	AGED AS OF		AS OF		AS OF		AS OF		AS OF		AS OF		AS OF
DAYS	07/12/09		07/31/09		08/31/09		09/30/09		10/31/09		11/30/09		12/31/09
0-29 Days	$	200,928	$	164,827	$	80,182	$	234,650	$	83,532
30-59 Days		45,669		33,581		44,558		18,638		79,502
60-89 Days		4,353		-		-		-		-
90+ Days		-		-		-		-		-
TOTAL	$	250,950	$	198,408	$	124,740	$	253,288	$	163,034	$	-	$	-

Note: This form does not include intercompany accounts payable.

(1) - Amounts represent trade accounts receivable balances as of July 12, 2009, July 13, 2009 and August 31, 2009, respectively and were erroneously excluded from the September 22, 2009 and previous Form 8-K filings.

(2) - Amount is due from a member of HPPC, which can be offset against future distributions or reduction of member interest.

FORM 4

BANK RECONCILIATION AND CASH ACTIVITY REPORT

Month Ended October 31, 2009

Case Name:  Hudson Pipeline & Processing Co., LLC

Case Number:  09-08255 (SWD)

	Bank:	Northwestern Bank		JPMorgan Chase			Charles Schwab & Co.
	Purpose (Type):	Operating Account		Operating Account (DIP)			Investment Account		TOTAL
	Bank Balance (10/31/09)	$	-	$	2,294,302		$	10,578	$	2,304,880
	Add:  Deposits in Transit				-			-		-
	Subtract:  Outstanding Checks				(37,671	)		-		(37,671	)
	Adjusted Bank Balance (10/31/09)	$	-	$	2,256,631		$	10,578	$	2,267,209
Cash Activity Report
A	Beginning Book Balance (9/30/09)	$	-	$	2,296,630		$	10,578	$	2,307,208
B	Receipts		-		323,913			0		323,914
C	Transfers In (from other accounts)		-		-			-		-
D	Balance Available		-		2,620,543			10,578		2,631,121
E	Disbursements		-		(363,913	)		-		(363,913	)
F	Transfers Out		-		-			-		-
G	Ending Book Balance (10/31/09)	$	-	$	2,256,631		$	10,578	$	2,267,209

* A sweep account at Northwestern Bank is associated with this operating account.  Effective July 20, 2009, the sweep account was closed.  The presentation of this account in the reconciliation and cash activity is consolidated for these associated accounts.  Also, effective July 31, 2009, this operating account was closed.  No further activity will appear in this account after July 31, 2009.

** A predecessor account at JPMorgan Chase was established prior to the petition date of 7/12/09, in anticipation of the filing.  A minimal amount of activity occurred prior to the filing date, after which the account was closed/merged into the new JPMorgan Chase DIP account.  The presentation of this account in the reconciliation and cash activity is consolidated for these accounts.

Other Monies on Hand
Hudson does not keep any cash on hand.
Cash Receipts and Disbursements Detail	TOTAL
Receipts
Operated Revenues	$	323,913
Other Receipts		-
Total Receipts	$	323,913
Disbursements
Operating Expenses	$	363,913
Other Disbursements		-
Total Disbursements	$	363,913

FORM 5

SCHEDULE OF IN-FORCE INSURANCE

For Month Ended October 31, 2009

Case Name:  Hudson Pipeline & Processing Co., LLC

Case Number:  09-08255 (SWD)

Insurance Type	Carrier/Agent	Expiration Date
Building & Personal Property	Federal Insurance Company (Chubb)	1/1/2010
Oilfield Lease Property	Federal Insurance Company (Chubb)	1/1/2010
General Liability	Federal Insurance Company (Chubb)	1/1/2010
Pollution Liability	Federal Insurance Company (Chubb)	1/1/2010
Umbrella - Primary	Federal Insurance Company (Chubb)	1/1/2010
Umbrella - Second Layer	Arch Insurance Group	1/1/2010
Umbrella - Third Layer	Federal Insurance Company (Chubb)	1/1/2010

Note:  Hudson Pipeline & Processing Co., LLC affirms that all necessary insurance coverages are in effect and all premium payments are current as of the ending date specified above.

FORM 7