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EDNE.OB > SEC Filings for EDNE.OB > Form 10-Q on 16-Nov-2009All Recent SEC Filings

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Form 10-Q for EDEN ENERGY CORP


16-Nov-2009

Quarterly Report


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" 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.

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 significant revenues from our White River Dome project during 2008 and have moved from an exploration stage company to an operating company.

During 2008 Eden continued with a strategy of growing its natural gas and oil reserves and production by drilling four new wells in the Ant Hill Unit. These new wells were added to production in the first quarter of 2009 bringing our total number of production wells in the area to eight. Net production from continuing operations for the three months ended September 30, 2009 declined due to a ten day plant closure to approximately 57,400 Mcfe as compared to approximately 65,700 Mcfe for the three months ended September 30, 2008. Revenues recognized declined due to the lower production volumes and significantly lower commodity prices received to approximately $240,700 for the three months ended September 30, 2009 as compared to approximately $525,400 for the three months ended September 30, 2008.

The past year's decline in gas and oil prices has impaired the valuation of our Colorado assets and currently has eroded our access to reserve based financing for continued drilling in Colorado. The commencement date for our continuous drilling program in Colorado has been extended to no later than July 1, 2010. Two of our eight wells,


which to date have not been producing, will undergo work-over in the fourth quarter of 2009. We expect to benefit from the increased production from these two wells by year end. Management continues to assess its future plans in the area as a result of the deterioration of selling prices and actual field results prior to further decisions.

Management has rationalized corporate costs where possible in an attempt to better align them with expected future revenues. During the past three months we have concluded negotiated settlements with all our vendors in Colorado and recorded lien releases on the four liens which were filed against our Ant Hill property. Pursuant to our agreement with our Ant Hill partner, once all 2008 well program accounts and lien releases are settled, they are obliged to reimburse us for a portion of the additional Ant Hill pipeline and water gathering system costs. We expect the reimbursement to be approximately $370,000 and to be paid in the fourth quarter 2009.

In order to proceed with our plans, to fund the foregoing settlements, and fund the two well work-over program in the Ant Hill Unit, we entered into a loan agreement whereby under certain terms and conditions we could borrow up to $1,000,000 from a company owned and controlled by our president. We expect that our current revenue projections, which now include the anticipated increased production from the two wells being worked over, will provide adequate operating cashflow for the next twelve month period. Additional funds to meet loan retirement obligations and to cover future costs of company operations will be required when the loan comes due in one year. There is still uncertainty that further funding can be raised at that time. Management plans to continue to review other potential exploration projects, which may be presented to them from time to time.

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.

Our Current Business

We are primarily focused and engaged in development drilling of 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 EnCana 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. EnCana retains its 100% interest in the two remaining offset locations in each 160-acre drilling block.

After the initial four locations were drilled, Eden elected to develop 4 additional 160-acre drilling blocks on acreage outside the existing PA's under the same terms, which initiated Eden's continuing drilling commitment. There are 34 potential 160-acre drilling blocks outside of the existing PA's 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.

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, 2009 cumulative production from the field is in excess of 75 BCF from 162 wells, with current production averaging 8 MMCF/D from 109 active wells. Typical well life in the field is in the range of 20 - 25 years. Based upon our independent engineer's analysis, Eden currently estimates ultimate reserves per well to be approximately 1.30 Bcfe per well, with an initial production rate of approximately 1,000 mcfd. 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 expect these costs will be reduced in future. Operations in the White River Dome Field are largely prohibited in the winter months.

On January 30, 2009 we reported that all of the new wells had been tied in to the sales line and that we were conducting additional completion operations to get all of the wells flowing. We reported that as of January 28, 2009 we were producing approximately 1,240 mcfd gross from our White River Dome wells. We also reported the costs and time to drill and complete the wells was in line with our original estimates, while the costs and time to install pipeline and tie-in to sales were above original estimates and we were in discussions with suppliers, subcontractors, and our operating partner to resolve these outstanding issues and their related costs. We reported that until these issues were resolved, we were not in a position to advance funds to settle all 2008 drilling program related accounts or claims.

On February 16, 2009 we received an independent reserve report from MHA Petroleum Consultants Inc., of Golden, Colorado, which was effective January 1, 2009. The report assigned total proved reserves of 10.11 Bcfe net to Eden's interest, however due to the decline in gas and oil prices used in assigning reserve values, the proved undeveloped locations (8 PUD's) currently are uneconomical to drill and complete. Using year-end actual received gas and oil prices as mandated by the SEC, net to Eden, the report assigned our eight proved developed producing wells reserves of 2.85 Bcfe with a PV10 value of $4.74 million.

On March 12 2009 we reported we had received notice of a lien being placed against the property by one of the suppliers relating to the pipeline installation. The lien filed was in the amount of $692,118. On April 27, 2009 we received notice of another lien being placed against the property by one other supplier relating to our 2008 well program. The lien filed was in the amount of $28,956. On June 12, 2009 we received notice of a lien being placed against the property by another supplier. The lien filed was in the amount of $148,864. On June 26, 2009 we received notice of a lien being placed against the property by another supplier. The lien filed was in the amount of $4,965.

On August 12, 2009 we finalized negotiations with our operating partner whereby under certain terms and conditions they have agreed to reimburse us for pipeline related costs up to a maximum of $383,947 subject to discounts, and they have agreed to extend the commencement date for our Continuous Drilling Program to no later than July 1, 2010. In addition we have agreed to amend numerous ambiguous terms of our D&D Agreement including to provide for Eden to pay actual water gathering and disposal costs and for EnCana to construct Well Connect Facilities.

On October 20, 2009 we finalized settlements relating to the abovementioned four creditors who filed liens against our Ant Hill Unit properties in Colorado. Pursuant to the settlement agreements, in consideration for a final payment of $340,000 to cover three of the liens and $18,000 to cover the fourth lien, the four creditors each delivered an original lien release, which was recorded by the Rio Blanco County Clerk and Recorder in Colorado.

On October 26, 2009 we reported we had settled the majority of other account claims relating to our 2008 work program in the Ant Hill Unit. With the support and consideration of our contractor and vendor partners in Colorado, we will have settled approximately $1,446,000 of account claims, which included the lien settlements mentioned above, for approximately $875,400. In order to fund the settlements and provide capital for ongoing operations, on October 2, 2009 we entered into a loan agreement whereby under certain terms and conditions we could borrow up to US$1,000,000 from a company owned and controlled by our President. The loan has a one year term and is secured against our company pursuant to a general security agreement. The full principal amount of $1,000,000 has been advanced to the company.

Pursuant to our August 12, 2009 agreement with our Ant Hill partner, once all 2008 well program accounts and lien releases are settled, they are obliged to reimburse us for additional Ant Hill pipeline and water gathering system costs up to a maximum of $383,947, subject to discounts negotiated. As of October 30, 2009 we have incurred total costs of approximately $1,843,944 to construct the pipeline, which as earlier reported we expected to be reimbursed for from our operating partner.


During the recent vendor settlement process, we negotiated approximately $230,800 in credits and discounts from the contractors and vendors involved on the pipeline project, which when deducted from the total pipeline costs of approximately $1,843,944 incurred, leaves a final cost of approximately $1,613,123. On January 7, 2009 our partner reimbursed us $868,025 of these costs, which effectively left $745,098 remaining unreimbursed. Due to the financial constraints we experienced at the time, these remaining costs and the related vendor accounts went unpaid until the recent settlement process described above. Under the terms and conditions of the agreement with our Ant Hill partner, we now expect to receive a final pipeline cost reimbursement of approximately $370,000 within the fourth quarter of 2009.

At the time of the agreement with our Ant Hill partner, they also agreed to extend the commencement date for our Continuous Drilling Program to no later than July 1, 2010. In addition we have agreed to amend numerous ambiguous terms of our D&D Agreement including provisions for Eden to pay actual water gathering and disposal costs and for EnCana to construct Well Connect Facilities.

Two of our eight wells, which to date have not been producing, will undergo work-over in the fourth quarter of 2009. On October 28, 2009 we agreed to advance funds to our operating partner under an AFE of $297,500 for the two well work over program. We expect to benefit from the increased production from these two wells by year end.

Net production from continuing operations for the three months ended September 30, 2009 declined due to a ten day plant closure to approximately 57,400 Mcfe, as compared to approximately 65,700 Mcfe for the three months ended September 30, 2008. Revenues recognized declined due to the lower production volumes and significantly lower commodity prices received to approximately $240,700 for the three months ended September 30, 2009 as compared to approximately $525,400 for the three months ended September 30, 2008.

The past year's decline in gas and oil prices has impaired the valuation of our Colorado assets and currently has eroded our access to reserve based financing for continued drilling in Colorado. Management continues to assess its future plans in the area as a result of the deterioration of selling prices and actual field results prior to further decisions. More detailed information on this project is available in our 2008-year end filing.

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. On April 28, 2008 we reported the Noah Federal #1 well had been plugged and abandoned after reaching a total depth of 7,080 feet. The well encountered its targeted formation, the sub-thrust Devonian Simonson dolomite, at a depth of 5,058 feet. Based on log analysis and the lack of oil or gas shows while drilling, the well did not warrant further testing.

On July 28, 2008 we reported our joint venture partner advised us they have elected not to pursue further exploration on additional Prospect area lands beyond the earned Prospect Area 1. We reported also that after incorporating the results of the Noah well into our overall geological model of the area, we have decided not to pursue additional drilling leads and will not be renewing leases we hold in the project area. Accordingly, we recognized total impairment of $8,398,382 related to the Noah project during the year ended December 31, 2008.

We believe that the Noah #1 well adequately tested our best seismic feature, and the results of the well did not warrant further drilling on the prospect or the expense of maintaining the leases. Therefore and pursuant to the Participation Agreement with Cedar Strat and upon their instruction, on October 27, 2008 we assigned all of our rights, title, and interest in all of the approximate 150,000 acres of leases in Prospect Areas 2 through 4 of the Noah Prospect to Diamond Land, LLC, a Utah based Company. Pursuant to the Participation Agreement, on November 3, 2008 we assigned the appropriate overriding royalties of Prospect Area 1 to Cedar Strat and Fort Scott. On December 11, 2008 we assigned our interests in approximately 39,732 acres of Prospect Area 1 to our drilling Partner in Prospect Area 1. We retained a 0.5% overriding royalty interest in the approximate 9,808 acres of the drill site lease only of Prospect Area 1, essentially concluding our participation and interest in the Noah project. We are not carrying any value for this retained override as the fair value is not readily determinable.


Due to Diamond Land, LLC and/or Cedar Strat Corporation's failure to file the aforementioned assignments within the BLM mandated filing period, on February 23, 2009 we agreed by Letter Agreement with Cedar Strat Corporation to extend the assignment period to March 31, 2009 whereby Cedar Strat Corporation will advise us which leases and to which entity Eden should make assignment of the lands in Prospect Area 2 through 4 of the Noah prospect. On March 31, 2009 we assigned leases as instructed by Cedar Strat to Emergent Value Group LLC. More detailed information on this project is available in our recent 2008-year end filing.

Cherry Creek Project - Nevada

On October 21, 2005, we entered into a separate Letter Agreement with Cedar Strat Corporation for the exploration and development of a new project called Cherry Creek. On July 28, 2008, subsequent to the Noah well drilling and after a careful review of the technical aspects of the project, we reported we decided not to pursue further activities and would not be renewing leases we hold in the project area. Accordingly, we have recognized total impairment of $876,195 related to the Cherry Creek project during the year ended December 31, 2008.

Pursuant to the Participation Agreement with Cedar Strat on October 7, 2008 we assigned our interest in all of the approximate 26,000 acres of leases in the Cherry Creek prospect to Cedar Strat Corporation thereby concluding our participation and interest in the project.

Due to Cedar Strat Corporation's failure to file the aforementioned assignments within the BLM mandated filing period, on February 23, 2009 we agreed by Letter Agreement with Cedar Strat Corporation to extend the assignment period to March 31, 2009 whereby Cedar Strat Corporation will advise us which leases and to which entity Eden should make assignment of the lands in the Cherry Creek prospect. On March 31, 2009 we assigned leases as instructed by Cedar Strat to Lucinda Kemp. More detailed information on this project is available in our recent 2008-year end filing.

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. At this time no further decisions on continuing exploration in the area have been made. More detailed information on this project is available in our recent 2008-year end filing.

Cash Requirements

For the next twelve-month period we expect to monitor our exploration projects in Alberta as our joint venture agreements provide for. We expect to review other potential exploration projects from time to time as they are presented to us.

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 our development-drilling program in Colorado and over the next twelve-month period we have not budgeted for exploration expenditures.

The declines in gas and oil prices through late 2008 and the first half of 2009 together with the ongoing deterioration of general economic conditions has led to a significant write down in the valuation of our Colorado assets and currently has eroded our access to reserve based financing for continued drilling in Colorado. With a recent slight improvement in commodity prices and the expected increased production from our two well work over program, we have revised our estimate of net revenues for the next twelve-month period. Based on the above we expect resultant cash flows for the next twelve-month period to be in a range of $1,000,000 to $1,100,000, which we anticipate will provide adequate operating cash flow for the period. For the three month period ending September 30, 2009 we had


received or accrued approximately $240,700 from gas, oil, and natural gas liquid sales from our production wells. We expect to receive a final pipeline cost reimbursement of $370,000 from our operating partner in Colorado in the fourth quarter of 2009.

Management continues to assess future plans in the area as a result of the deterioration of selling prices and field results prior to further decisions. Management has rationalized corporate costs where possible in an attempt to better align them with expected future revenues. We anticipate we will 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 still uncertainty that further funding can be raised.

Our net cash used in financing activities during the nine months ended September 30, 2009 was nil as compared to $5,361,070 used during the nine months ended September 30, 2008.

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 our plans and to fund negotiated settlements and lien releases relating to our Colorado operations, and to fund a two well work over program in the Ant Hill Unit, 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 to be secured against our company pursuant to a general security agreement, also dated effective October 2, 2009.

The loan available to us is 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 the 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 shall be 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 are 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. We may prepay the Loan in whole or in part, at any time and from time to time without notice, bonus or penalty.

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

Estimated Net Expenditures During the Next Twelve Months

                                                                 $
           General, Administrative, and Corporate Expenses     900,000
           Interim Loan Interest Expense                       150,000
           2008 Well Program Settlement Payments               880,000
           Ant Hill Unit Two Well Work Over Program            300,000
           Ant Hill Unit Lease Operating Expenses              360,000
           Total                                             2,590,000

We have suffered 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 September 30, 2010 other than office . . .

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