ERHC Energy Inc - FORM 10-K/A

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EX-31.1 - EXHIBIT 31.1 - ERHC Energy Inc	ex31_1.htm
EX-32.2 - EXHIBIT 32.2 - ERHC Energy Inc	ex32_2.htm
EX-32.1 - EXHIBIT 32.1 - ERHC Energy Inc	ex32_1.htm
EX-31.2 - EXHIBIT 31.2 - ERHC Energy Inc	ex31_2.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

x	Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended September 30, 2009

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period ended: __________________

Commission file number: 000-17325

(Exact name of registrant as specified in its charter)

Colorado		88-0218499
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

5444 Westheimer Road, Suite 1440, Houston, Texas		77056
(Address of Principal Executive Office)		(Zip Code)

713-626-4700

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: common stock

Check if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Check if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x

Check if the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Check if the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.

Large Accelerated Filer ¨ Accelerated Filer x Non-Accelerated Filer ¨

Check if the registrant is a shell company. Yes ¨ No x

The aggregate market value of the voting stock held by non-affiliates of the registrant on March 31, 2009 was $128,313,100.

On November 30, 2009, the registrant had 722,688,569 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held in 2010 are incorporated by reference into Part III.

EXPLANATORY NOTE

We filed our Annual Report on Form 10-K for the year ended September 30, 2009 on December 14, 2009 (the “Original Report”). We are filing Amendment No. 1 on Form 10-K/A (“Amendment 1”) solely to disclose Part III Information which was incorporated by reference to the Original Report. No other changes to the Original Report are included in this Amendment other than to disclose the Part III Information.

We have made no attempt in this Amendment to modify or update the disclosures presented in the Original Report other than as noted in the previous paragraph. Also, this Amendment does not reflect events occurring after the filing of the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report and our other filings with the SEC subsequent to the filing of the Original Report.

TABLE OF CONTENTS

	PART I	PAGE

Item 1.	Business	5
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	17
Item 2.	Properties	18
Item 3.	Legal Proceedings	19
Item 4.	Submission of Matters to a Vote of Security Holders	20

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities	21
Item 6.	Selected Financial Data	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	30
Item 8.	Financial Statements and Supplementary Data	31
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	56
Item 9A.	Controls and Procedures	56
Item 9B.	Other Information	56

	PART III

Item 10.	Directors and Executive Officers of the Registrant	57
Item 11.	Executive Compensation	60
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	70
Item 13.	Certain Relationships and Related Transactions	71
Item 14.	Principal Accounting Fees and Services	72

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	74
	Signatures	75

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Forward-Looking Statements

ERHC Energy Inc. (the “Company”) or its representatives may, from time to time, make or incorporate by reference certain written or oral statements which include, but are not limited to, information concerning the Company’s possible or assumed future business activities and results of operations and statements about the following subjects:

business strategy;

growth opportunities;

future development of concessions, exploitation of assets and other business operations;

future market conditions and the effect of such conditions on the Company’s future activities or results of operations;

future uses of and requirements for financial resources;

interest rate and foreign exchange risk;

future contractual obligations;

outcomes of legal proceedings including, without limitation, the ongoing investigations of the Company;

future operations outside the United States;

competitive position;

expected financial position;

future cash flows;

future liquidity and sufficiency of capital resources;

future dividends;

financing plans;

tax planning;

budgets for capital and other expenditures;

plans and objectives of management;

compliance with applicable laws; and

adequacy of insurance or indemnification.

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These types of statements and other forward-looking statements inherently are subject to a variety of assumptions, risks and uncertainties that could cause actual results, levels of activity, performance or achievements to differ materially from those expected, projected or expressed in forward-looking statements. These risks and uncertainties include, among others, the following:

general economic and business conditions;

worldwide demand for oil and natural gas;

changes in foreign and domestic oil and gas exploration, development and production activity;

oil and natural gas price fluctuations and related market expectations;

termination, renegotiation or modification of existing contracts;

the ability of the Organization of Petroleum Exporting Countries, commonly called OPEC, to set and maintain production levels and pricing, and the level of production in non-OPEC countries;

policies of the various governments regarding exploration and development of oil and gas reserves;

advances in exploration and development technology;

the political environment of oil-producing regions;

political instability in the Democratic Republic of Sao Tome and Principe and the Federal Republic of Nigeria;

casualty losses;

competition;

changes in foreign, political, social and economic conditions;

risks of international operations, compliance with foreign laws and taxation policies and expropriation or nationalization of equipment and assets;

risks of potential contractual liabilities;

foreign exchange and currency fluctuations and regulations, and the inability to repatriate income or capital;

risks of war, military operations, other armed hostilities, terrorist acts and embargoes;

regulatory initiatives and compliance with governmental regulations;

compliance with environmental laws and regulations;

compliance with tax laws and regulations;

customer preferences;

effects of litigation and governmental proceedings;

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cost, availability and adequacy of insurance;

adequacy of the Company’s sources of liquidity;

labor conditions and the availability of qualified personnel; and

various other matters, many of which are beyond the Company’s control.

The risks and uncertainties included here are not exhaustive. Other sections of this report and the Company’s other filings with the U.S. Securities and Exchange Commission (“SEC”) include additional factors that could adversely affect the Company’s business, results of operations and financial performance. Given these risks and uncertainties, investors should not place undue reliance on our statements concerning future intent. Our statements included in this report speak only as of the date of this report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any of our statements to reflect any change in its expectations with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based.

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PART I

Item 1 – Business

Overview

ERHC Energy Inc., a Colorado corporation, (“ERHC” or the “Company”) was incorporated in 1986 and was engaged in a variety of businesses until 1996, when it began its current operations. The Company’s goal is to maximize its value through exploration and exploitation of oil and gas reserves in the Gulf of Guinea offshore of central West Africa including its rights to working interests in exploration acreage in the Joint Development Zone (“JDZ”) between the Democratic Republic of Sao Tome and Principe (“DRSTP or “Tome”) and the Federal Republic of Nigeria (“FRN or “Nigeria”) and in the exclusive territorial waters of Sao Tome (the “Exclusive Economic Zone” or “EEZ”). ERHC does not directly carry out the exploration and production operations in the JDZ but is relying on reputable technical operators with whom the Company has entered into partnership relationships, such as Addax Petroleum Inc. and Sinopec Corporation to carry out those operations. The Company has formed relationships with these upstream oil and gas companies to assist the Company in exploiting its assets in the JDZ. The Company currently has no other operations but is exploring opportunities in other areas of the Oil and Gas industry, including supply and trading.

Our business strategy is to farm out our rights to working interests in the JDZ and EEZ to entities which we believe are established, well capitalized Oil and Gas operators for upfront cash payments and negotiate contracts with them to carry our share of the capital costs. This has been done successfully on Blocks 2, 3 and 4 and resulted in cash proceeds of $45.9 million. We will continue this approach for JDZ Blocks 5, 6 and 9 as well as the EEZ. We are also pursuing other business development activities in the broad petroleum and related industries.

General Development of the Business

In April 2003, the Company and the DRSTP entered into an Option Agreement (the “2003 Option Agreement”) in which the Company relinquished certain financial interests in the JDZ in exchange for exploration rights in the JDZ. The Company additionally entered into an Administration Agreement with the Nigeria-Sao Tome and Principe Joint Development Authority (“JDA”). The Administration Agreement is the formal agreement by the JDA that it will fully implement ERHC’s preferential rights to working interests in the JDZ acreage as set forth in the 2003 Option Agreement and describes certain procedures regarding the exercising of these rights. However, ERHC retained the following rights to participate in exploration and production activities in the EEZ subject to certain restrictions: (a) the right to receive up to two blocks of ERHC’s choice and (b) the option to acquire up to a 15% paid working interest in up to two blocks of ERHC’s choice in the EEZ. The Company would be responsible for its proportionate share of exploration and exploitation costs in the EEZ blocks.

This exercise of ERHC’s rights was subject to the condition that if no license is awarded or a license is awarded and subsequently withdrawn by the JDA prior to the commencement of operations, ERHC shall be entitled to receive its working interest in that block in a future license awarded for that block.

On April 28, 2005, ERHC and its then consortium partner Noble Energy International, Ltd. (“Noble”) entered into a Memorandum of Understanding with Godsonic Oil Company Limited (“Godsonic”), an independent bidder for interest in Block 4. The Memorandum of Understanding stated that if ERHC and Noble (“ERHC/Noble”) received less than a 26% bid-interest award in Block 4 in the JDZ, Godsonic would transfer its entire bid interest award in Block 4 to ERHC/Noble; on the other hand, if ERHC/Noble received more than a 26% bid-interest award in Block 4 from the JDA, ERHC/Noble would transfer the excess over 26% to Godsonic. In June 2005, the JDA awarded ERHC and its then consortium partner Noble a 35% bid interest in Block 4 of the JDZ, in addition to the option interest of 25% which ERHC had exercised in the Block. In October 2005, Noble withdrew from participation in Block 4 and Addax Petroleum (Nigeria Offshore 2) Limited (“Addax”) replaced Noble as ERHC’s consortium partner. By a Letter Agreement dated October 24, 2005 (the “Letter Agreement”), ERHC and Addax undertook to transfer a 9% interest of the 35% bid interest to Godsonic subject to Godsonic meeting financial and other conditions.

ERHC and Addax entered into a Participation Agreement dated November 17, 2005 (the “Participation Agreement”) whereby ERHC undertook to assign a 42.3% interest (the “Assigned Interest”) in Block 4 to Addax and retained an interest of 17.7% (the “Retained Interest”) . The Participation Agreement stated Addax’s cash payment obligations to ERHC would be $18 million, which was paid in February and March 2006. Pursuant to the Participation Agreement between ERHC and Addax, as amended, Addax will serve as operator and pay all of ERHC’s future costs in respect of all petroleum operations in Block 4 subject to reimbursement upon production. Addax is entitled to 100% of ERHC’s allocation of cost plus up to 50% of ERHC’s allocation of profit until Addax recovers all costs advanced on behalf of ERHC.

In an amendment to the Participation Agreement dated February 23, 2006, Addax’s amended interest in Block 4 was changed to 33.3% while ERHC’s retained interest remained at 17.7%. On March 24, 2006, the Participation Agreement was further amended to change ERHC’s interest to 26.7%.

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On March 15, 2006, Godsonic and ERHC (on behalf of the ERHC/Addax consortium) entered into an agreement wherein ERHC agreed to assign 9% of its interest in Block 4 to Godsonic subject to certain stipulated financial and other conditions to be fulfilled by Godsonic. On April 11, 2006, ERHC and Addax entered by an amendment to the Participation Agreement, agreed that Addax would acquire 7.2% of the 9% interest in the event that Godsonic failed to meet agreed upon conditions and foreclosed from the claims to the 9% interest. This would give Addax a total of 40.5% interest and ERHC 19% in Block 4.

In July 2007, Godsonic failed to meet the stipulated conditions and ERHC reclaimed the 9% interest. Addax claimed entitlement under the existing agreements to 7.2% out of the recovered 9%, without payment of any further consideration to ERHC. In July 2008, the London Court of International Arbitration (LCIA) confirmed that under the Participation Agreement between the parties no further consideration was payable by Addax Petroleum to ERHC for Addax Petroleum’s 7.2% share of the 9%.

In February 2006, ERHC sold 15% of its 25% participating interest in Block 3 of the JDZ to Addax Petroleum Resources Nigeria Limited (“Addax Sub”) for $7.5 million which was paid in the second quarter of fiscal 2006. Under the participation agreement between ERHC and Addax Sub, Addax Sub agreed to “carry” all of ERHC’s future costs in respect of petroleum operations in Block 3. Upon production Addax Sub is entitled to 100% of ERHC’s allocation of cost plus up to 50% of ERHC’s allocation of profit until Addax Sub recovers 100% of the costs advanced on behalf of ERHC.

In March 2006, ERHC sold a 28.67% participating interest in Block 2 of the JDZ to Sinopec International Petroleum Exploration and Production Corporation Nigeria (“Sinopec”), and a 14.33% participating interest in Block 2 of the JDZ to Addax Energy Nigeria Limited (“Addax Ltd.”) leaving a 22% participating interest in Block 2 to the Company. In exchange, Sinopec paid ERHC $13.6 million and Addax Ltd. paid ERHC $6.8 million in the second quarter of fiscal 2006. Under the participation agreement among ERHC, Sinopec and Addax Ltd., Sinopec will serve as operator, and Sinopec and Addax Ltd. will pay all of ERHC’s future costs in respect of petroleum operations in Block 2. Sinopec and Addax Ltd. are entitled to 100% of ERHC’s allocation of cost plus up to 50% of ERHC’s allocation of profit until they recover 100% of the cost they advanced on behalf of ERHC and Sinopec is to receive 6% interest on its future costs, up to $35 million, but only to the extent that those interest costs are recoupable out of production.

Related to the sale of the participating interest in Block 2 to Sinopec, ERHC agreed to pay a $3 million cash success fee ($1.5 million was paid in March 2006 and the remaining $1.5 million was paid in March 2007) to Feltang International Inc., a British Virgin Island company (“Feltang”) that was responsible for obtaining Sinopec’s participation in Block 2. ERHC will issue to Feltang 5,250,000 shares of common stock and warrants to purchase 6,500,000 shares at a fixed exercise price of $0.355 per share. The common stock was valued at $4,803,750 based on the quoted market value of the common stock on the date Sinopec signed the production sharing agreement.

On June 24, 2009, Addax Petroleum Corporation announced that it has entered into a definitive agreement with Sinopec pursuant to which Sinopec had agreed, subject to the terms of the Support Agreement, to make an offer to acquire all of the outstanding common shares of Addax Petroleum. On August 24, 2009, the sale of Addax Petroleum Corporation to Sinopec was finalized.

Current Business Operations

ERHC’s operations are currently focused in the Gulf of Guinea, off the coast of central West Africa. ERHC believes this region has the possibility of significant oil reserves. ERHC has worked to realize the value of the assets it has acquired in this region. The Company’s current holdings include those below, details of which can be found at the link: http://www.erhc.com

JDZ – ERHC has interests in six of the nine Blocks in the JDZ, a 34,548 square kilometer area approximately 200 kilometers off the coastline of Nigeria and Săo Tomé & Principe that is adjacent to several large petroleum discovery areas.

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EEZ – The government of Săo Tomé & Principe has awarded ERHC rights to participate in exploration and production activities in the EEZ, which encompasses an area of approximately 160,000 square kilometers. These rights were granted in a May 21, 2001 Memorandum of Agreement made between the DRSTP and the Company. The Company’s rights in the EEZ expire on October 1, 2024 or, if the company has a producing working interest in any Block(s) at October 1, 2024, the Company’s rights extend in such Block(s), as long as the Block(s) remains in production.

Operations in the JDZ

ERHC has interests in six of the nine Blocks in the JDZ, as follow

JDZ Block 2: 22.0% Working interest percentage

JDZ Block 3: 10.0% Working interest percentage

JDZ Block 4: 19.5% Working interest percentage

JDZ Block 5: 15.0% Working interest percentage

JDZ Block 6: 15.0% Working interest percentage

JDZ Block 9: 20.0% Working interest percentage

The working interest represents ERHC’s share of all the hydrocarbon production from the blocks and obligates ERHC to pay a corresponding percentage of the costs of drilling, production and operating the blocks. These costs in blocks 2, 3 and 4 are currently being carried by the operators until production, whereupon the operators will recover their costs from the production revenues.

In early 2008, Addax Petroleum, an experienced exploration and production company that has participation agreements with ERHC in JDZ Blocks 2, 3 and 4, publicly disclosed seismic images and maps showcasing the prospectivity of its JDZ interests. This seismic was compiled by Geco-Prakla (now WesternGeco) in 1999 when WesternGeco shot a 2D seismic survey of approximately 5,900km covering the major part of the JDZ. Interpretation carried out by WesternGeco has led to the identification of 56 prospective structures within Blocks 1 to 9 in the JDZ, of which 17 were defined as prospects and 39 as leads. WesternGeco used reservoir parameters similar to those known from nearby fields in Nigeria and Equatorial Guinea. Combined recoverable reserves potential of the 17 prospects was estimated by WesternGeco. The scope of the WesternGeco report was to interpret and map seismic data, highlight prospectivity, and calculate volumetrics.

The estimate of “recoverable reserves potential” based on WesternGeco’s report, which interpreted and mapped seismic data, highlighted prospectivity and calculated volumetrics, was not based on any attempt to comply with the SEC definition of reserves and, accordingly the estimate of recoverable reserves potential is not presented. ERHC Energy has access to the data compiled by WesternGeco under the terms of a data use license with WesternGeco, and even when properly interpreted, seismic data and visualization techniques are not conclusive in determining if hydrocarbons are present in economically producible amounts.

Operations in JDZ Block 4

ERHC’s consortium partner Addax Petroleum is the operator of JDZ Block 4. WesternGeco’s interpretation of seismic data indicates significant recoverable reserves in JDZ Block 4; however, even when properly interpreted, seismic data and visualization techniques are not conclusive in determining if hydrocarbons are present in economically producible amounts. On August 26, 2009, the Company announced that exploratory drilling was underway in Block 4 and that Addax Petroleum Corporation had spudded the Kina Prospect. The drilling campaign is being conducted by Addax using Transocean’s Deepwater Pathfinder, a fifth generation dynamically positioned deepwater drilling rig capable of drilling in water depths up to 3,048 meters.

On November 9, 2009 the Company announced commencement of exploratory drilling at the Malanza 1X well in Block 4. It is the second well drilled in JDZ Block 4 in the comprehensive drilling campaign that began in August.

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Operations in JDZ Block 3

Anadarko Petroleum was originally the operator of JDZ Block 3. In 2009, Addax acquired Anadarko’s stake in JDZ Block 3 from Anadarko and became the operator of the Block.

Following the initial drilling operation in Block 4 of the Kina Prospect, Addax moved the Deepwater Pathfinder to the Lemba 1X well location in JDZ Block 3 in which ERHC has a 10 percent interest. Exploratory drilling at Lemba 1X commenced October 2009 and was completed in early November. A comprehensive analysis that incorporates the drilling results into relevant geologic and fluid models is being carried out. The information from these wells is helping the exploration team understand the geology and hydrocarbon potential of the various prospects being drilled and provides valuable insight into the prospectively of the entire area.

Operations in JDZ Block 2

On August 19, 2009, ERHC announced that its technical partner, Sinopec Corp., was taking possession of the SEDCO 702 semi-submersible drilling rig to drill the Bomu-1 Prospect in Block 2. The Bomu-1 prospect is one of several prospects in JDZ Block 2 identified from 3-D seismic analysis and interpretation

The Bomu-1 was spudded by Sinopec at the end of August and in October 2009 the Company announced that Sinopec had completed exploratory drilling at the Bomu-1 well location. A comprehensive analysis that incorporates the drilling results into relevant geologic and fluid models is being carried out. The information from these wells is helping the exploration team understand the geology and hydrocarbon potential of the various prospects being drilled and provides valuable insight into the prospectivity of the entire area.

General Information on Current Operations in Blocks 2, 3 and 4

Exploration in the JDZ is currently being driven by our technical partners, Addax and Sinopec. In addition, ERHC has interests in more JDZ Blocks than any other company. Management believes that the start of exploratory drilling in the Blocks is the third step in a five step process towards realizing the Company’s assets in those Blocks.

Management understands that each step in the process takes considerable expertise and any resulting production, if in commercial quantities, may considerably enhance shareholder value. No guarantees can be given at this stage that there will be production in commercial quantities.

Management also understands that analyzing drilling results and incorporating them into the relevant geologic and fluid models takes time. Further, moving from field appraisal and development onto production takes time. As has been the practice in the JDZ, accurate, material information on the progress in the JDZ Blocks will emanate from the operators or the JDA. ERHC will publish such information in a timely manner in accordance with our contractual and regulatory obligations.

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Background of the JDZ

In the spring of 2001, the governments of Săo Tomé & Principe and Nigeria reached an agreement over a long-standing maritime border dispute. Under the terms of the agreement, the two established the JDZ to govern commercial activities within the disputed boundaries. The JDZ is administered by the JDA which oversees all future exploration and development activities in the JDZ. The remaining claimed territorial waters of Săo Tomé & Principe are known as the EEZ. Revenues derived from the JDZ will be shared 60/40 between the governments of Nigeria and Săo Tomé & Principe, respectively.

Background of the EEZ

The government of Săo Tomé & Principe has awarded ERHC rights to participate in exploration and production activities in Săo Tomé & Principe’s EEZ. ERHC’s rights include the following:

The right to receive up to two blocks of ERHC’s choice; and

The option to acquire up to a 15 percent paid working interest in another two blocks of ERHC’s choice.

ERHC would be responsible for its proportionate share of exploration and exploitation costs in the EEZ blocks.

The EEZ describes waters of Săo Tomé that encompasses an area of approximately 160,000 square km. It is measured from claimed archipelagic baselines — territorial sea: 12 nautical miles, exclusive economic zone: 200 nautical miles. It is the largest such area in the Gulf of Guinea. Ocean water depths around the two islands exceed 5,000 feet, depths that have only become feasible for oil production in the past few years; however, oil and gas are produced in the neighboring countries of Nigeria, Equatorial Guinea, Gabon and Angola. The African coast is less than 400 nautical miles offshore, which means the Exclusive Economic Zones of the concerned countries overlap.

The following chart represents ERHC’s current rights in the JDZ blocks.

JDZ Block #	ERHC Original Participating Interest (1)	ERHC Joint Bid Participating Interest	Participating Interest(s) Sold	Current ERHC Retained Participating Interest

2	30%	35%	43% (2)	22%
3	20%	5%	15% (3)	10%
4	25%	35%	40.5% (4)	19.5% (6)
5	15%	(5)	(5)	15%
6	15%	(5)	(5)	15%
9	20%	(5)	(5)	20%

(1)	Original Participating Interest granted pursuant to the Option Agreement, dated April 2, 2003, between DRSTP and ERHC (the “2003 Option Agreement”).

(2)	In March 2006, ERHC sold an aggregate 28.67% participating interest to Sinopec and an aggregate 14.33% participating interest to Addax Ltd.

(3)	In February 2006, ERHC sold a 15% participating interest to Addax Sub.

(4)

By a Participation Agreement made in November 2005 and subsequently amended, ERHC sold 40.5% participating interest to Addax. Includes 9% distributed between Addax (7.2%) and ERHC (1.8%) reclaimed from Godsonic by ERHC on behalf of the ERHC/Addax consortium following Godsonic’s inability to fulfill financial and other conditions upon which the 9% was to have been assigned to Godsonic.

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(5)	No contracts have been entered into as of the date hereof.

(6)	Includes the 9% distributed between ERHC (1.8%) and Addax (7.2%) reclaimed from Godsonic by ERHC on behalf of the ERHC/Addax consortium following Godsonic’s inability to fulfill financial and other conditions upon which the 9% was to have been assigned to Godsonic.

Particulars of Participating Agreements

JDZ Block 2 Participation Agreement

Date of Participation Agreement	Parties	Key Terms

2 March 2006	1. Sinopec International Petroleum Exploration and Production Co. Nigeria Ltd	ERHC assigns 28.67% of participating interest to Sinopec International Petroleum Exploration and Production Co Nigeria Ltd (“Sinopec”) and a 14.33% participating interest to Addax Energy Nigeria Limited (“Addax”) leaving ERHC with a 22% participating interest.

	1b. Sinopec International Petroleum and Production Corporation	Consideration from Sinopec to ERHC for the 28.67% interest (the “SINOPEC assigned interest”) is $13.6 million.

	2a. Addax Energy Nigeria Limited (Note 2)	Consideration from Addax to ERHC for the 14.33% interest (the “Addax assigned interest”) is $6.8 million

	2b. Addax Petroleum Corporation (Note 2)	In addition, Sinopec and Addax to pay all of ERHC’s future costs for petroleum operations (“the carried costs”) in respect of the 22% interest retained by ERHC (the “retained interest”) in Block 2.

	3. ERHC Energy Inc	Sinopec and Addax are entitled to 100% of ERHC’s allocation of cost oil plus up to 50% of ERHC’s allocation of profit oil from the retained interest on Block 2 until Sinopec and Addax Sub recover 100% of ERHC’s carried costs

JDZ Block 3 Participation Agreement
Date of Participation Agreement	Parties	Key Terms

15 February 2006	1. ERHC Energy Inc	ERHC assigns 15% of participating interest to Addax Petroleum Resources Nigeria Limited (“Addax Sub”) leaving ERHC with a 10% participating interest.

	2a.Addax Petroleum Resources Nigeria Limited (Note 2)	Consideration from Addax Sub to ERHC for the 15% acquired interest is $7.5 million.

	2b.Addax Petroleum Corporation (Note 2)	In addition, Addax to pay all of ERHC’s future costs for petroleum operations as in respect of the 10% interest retained by ERHC in Block 3.

		Addax Sub is entitled to 100% of ERHC’s allocation of cost oil plus up to 50% of ERHC’s allocation of profit oil until Addax Sub recovers 100% of the carried costs

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Particulars of Participating Agreements

JDZ Block 4 Participation Agreement
Date	Parties	Key Terms

17 November 2005 (Note1)	1. ERHC Energy Inc	ERHC shall assign 33.3% (Note) of participating interest to Addax Petroleum Nigeria (Offshore 2) Limited (“Addax”) (leaving ERHC with a 26.7% participating interest).

	2a. Addax Petroleum Nigeria (Offshore 2) Limited (Note 2)	Consideration from Addax Sub to ERHC for the interest to be acquired by Addax is fixed at $18 million.

	2b. Addax Petroleum NV (Note 2)	In addition, Addax to pay all of ERHC’s future costs for petroleum operations (“the carried costs”) in respect of ERHC’s retained interest in Block 4.

		Addax is entitled to 100% of ERHC’s allocation of cost oil plus up to 50% of ERHC’s allocation of profit oil until Addax recovers 100% of ERHC’s carried costs.

Note 1 – By an Amendment to the Participation Agreement dated February 23 2006, ERHC and Addax amended the Participation Agreement so that the assigned interest to Addax would be changed to 33.3%. By a second Amendment to the Participation Agreement, entered into on March 14 2006, ERHC and Addax amended the Participation Agreement so that the assigned interest to Addax would be 33.3% and ERHC’s participating interest would be 26.7%. By a third Amendment to the Participation Agreement dated April 11 2006, ERHC and Addax agreed that if Godsonic, a third party, did not meet financial and other obligations for the transfer of 9% of ERHC’s participating interest to Godsonic (and was foreclosed from all claims to the 9%), ERHC would transfer 7.2% out of the 9% interest to Addax so that Addax’s participating interest would be 40.5% in aggregate and ERHC’s participating interest would be 19.5% in aggregate. The amount of fresh consideration to accrue from Addax to ERHC for the transfer of the 7.2% is not stated in the third Amendment to the Participation Agreement. On July 15, 2008, The London Court of International Arbitration (LCIA) confirmed that under the Participation Agreement between parties no further consideration is payable by Addax Petroleum to ERHC for Addax Petroleum’s 7.2 percent share of the 9 percent. ERHC is entitled to the remaining 1.8 percent out of the nine percent. The combine share of JDZ Block 4 held by ERHC and Addax Petroleum under the Participation Agreement is 60 percent. Following the ruling by the LCIA, ERHC’s share of JDZ Block 4 increased from 17.7 percent to 19.5 percent and Addax Petroleum’s share increased to 40.5 percent.

Note 2 - On June 24, 2009, Addax Petroleum Corporation announced that it has entered into a definitive agreement with Sinopec pursuant to which Sinopec had agreed, subject to the terms of the Support Agreement, to make an offer to acquire all of the outstanding common shares of Addax Petroleum. On August 24, 2009, the sale of Addax Petroleum Corporation to Sinopec was finalized.

Current Plans for Operations

The Company is currently focused on exploiting its interests in Blocks 2, 3 and 4. It has no current sources of income from operations other than interest income from cash generated from sale of participation interests in Blocks 2, 3 and 4 to Sinopec and Addax Ltd. The Company hopes to enter into Participation Agreements in Blocks 5, 6 and 9, but the timing or likelihood of such transactions cannot be predicted. The Company believes that the participation agreements that it has entered into will be its primary source of future cash flow; however, the Company is exploring plans to generate operating income from new sources. The Company plans to diversify its business activity by pursuing other growth opportunities possibly including acquiring revenue-producing assets in diverse geographical areas and forging new strategic business partnerships and alliances. To expand operations, ERHC is currently in negotiations for potential investments that would increase the Company’s presence in Nigeria’s oil and gas industry.

In December 2009 ERHC signed a non-binding Memorandum of Understanding (MOU) with Circle Ltd. and Excel Exploration and Production Ltd. to negotiate investment in and acquisition of working interests in the Eremor Marginal Field (OML 46). The Eremor Field, which is located in shallow water off-shore Nigeria, was discovered in 1978. The discovery well, Eremor-1, encountered three oil and gas zones, the most prominent of which is the D-03 reservoir with 43 feet of net oil sand. It was re-entered for testing in 2005 with the D-03 reservoir testing 2,200 barrels per day of oil with API gravity of 22.0, a low gas to oil ratio and no water. Excel was awarded a 100 percent interest and operatorship of Eremor in 2003.

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ERHC, through its locally incorporated subsidiary, ERHC Energy Nigeria Ltd., has also entered into a non-binding MOU with WellTest Integrated Services Ltd. to negotiate the acquisition of a controlling equity interest in WellTest. The company provides well testing, production engineering and procurement services to Nigeria’s oil and gas industry. To coordinate the Company’s business development in the Nigerian and West African oil and gas industry, ERHC has opened its Nigeria liaison office at Oguda Close, Maitama, Abuja Nigeria. The Company’s wholly owned subsidiary ERHC Energy Nigeria Ltd. operates the liaison office.

ERHC cannot currently predict the outcome of negotiations for acquisitions in Nigeria, or, if successful, the impact on the Company's operations.

Government Regulation

In the event the Company begins direct exploration and exploitation of hydrocarbons, it will be required to make necessary expenditures to comply with applicable health and safety, environmental and other regulations.

The oil and gas industry is subject to various types of regulation throughout the world. Legislation affecting the oil and gas industry has been pervasive and is under constant review for amendment or expansion. Pursuant to such legislation, numerous government agencies have enacted extensive laws and regulations binding on the oil and gas industry and companies engaged in this industry, some of which carry substantial penalties for failure to comply. Such laws and regulations have a significant impact on oil and gas exploration, production and marketing and midstream activities. These laws and regulations increase the cost of doing business and, consequently, will affect results of operations. In as much as new legislation affecting the oil and gas industry is commonplace and existing laws and regulations are frequently amended or reinterpreted, the Company is unable to predict the future cost or the impact of complying with such laws and regulations. However, the Company does not expect that any of these laws and regulations will affect its operations in a manner materially different than they would affect other oil and gas companies of similar size and scope of operations.

Having interest outside the United States requires the Company to comply with United States laws and other foreign jurisdiction laws related to pursuing, owing, and exploiting foreign investments, agreements and other relationships. The Company is subject to all such laws, including, but not limited to, the Foreign Corrupt Practices Act of 1977 (“FCPA”).

Competition

Significant competition exists in all sectors of the oil and gas industry. ERHC competes with other oil and gas companies for equipment and personnel required to explore, develop and operate properties as well as marketing of oil, gas and natural gas liquids. Commodity price increases have raised the costs of potential acquisition properties and we compete with a number of companies to pursue acquisition opportunities. Many of the Company’s competitors have substantially larger financial and other resources than ours, and they have also established strategic long-term positions and maintain strong relationships in countries in which the Company may seek entry. As a consequence, ERHC may be at a competitive disadvantage in bidding for exploration rights. In addition, many of the Company’s larger competitors have a competitive advantage when responding to factors that affect demand for oil and natural gas production, such as changing worldwide prices and levels of production, the cost and availability of alternative fuels and the application of government regulations.

Employees

As of September 30, 2009, the Company had six (6) employees.

Availability of Information

We file annual, quarterly and current reports, proxy statements and other documents with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1934. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov

We also make available, free of charge on or through our Internet website (http://www.erhc.com), our Annual Report on Form 10-K or 10K/A, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

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Item 1A. Risk Factors

You should carefully consider the risks described below before making any investment decision related to the Company’s securities. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently known or that the Company currently deems immaterial also may impair its business operations. If any of the following risks actually occur, the Company’s business could be affected.

The Company has no sources of revenue and a history of losses from operations

The Company’s business is in an early stage of development. The Company has not generated any operating revenue since its entry into the oil and gas industry and has incurred significant operating losses. The Company expects to incur additional operating losses for the foreseeable future.

The Company has a limited operating history in the oil and gas industry

The Company’s operations have consisted solely of acquiring rights to working interests in the JDZ and EEZ and entering into production sharing contracts. The Company will not be the operator with respect to these contracts. The Company’s future financial results depend primarily on (1) the ability of the Company’s venture partners to provide or obtain sufficient financing to meet their financial commitments in the production sharing contracts, (2) the ability to discover commercial quantities of oil and gas, and (3) the market price for oil and gas. Management cannot predict if or when the production sharing contracts will result in wells being drilled or if drilled, whether oil and/or gas will be discovered in commercial quantities.

Financing may be needed to fund the financial commitments of the production sharing contracts

While the Company is not required to fund any financial commitments pursuant to current production sharing contracts, its is likely that project financing will be required to fund exploration activities. Failure of our venture partners to provide or obtain the necessary financing will preclude the continuation of exploration activities.

The Company may not discover commercially productive reserves in the JDZ or EEZ

The Company’s future success depends on its ability to economically discover oil and gas reserves in commercial quantities in the JDZ and EEZ. There can be no assurance that the Company’s planned projects in the JDZ or EEZ will result in significant, if any, reserves or that the Company and its partners will have future success in drilling productive wells.

The Company’s non-operator status limits its control over oil and gas projects in the JDZ and EEZ

The Company will focus primarily on creating exploration opportunities and forming relationships with oil and gas companies to develop those opportunities in the JDZ and EEZ. As a result, the Company will have only a limited ability to exercise control over a significant portion of a project’s operations or the associated costs of those operations in the JDZ or EEZ. The success of a future project is dependent upon a number of factors that are outside the Company’s control. These factors include:

•

the availability of future capital resources to the Company and the other participants for drilling wells;

•

the approval of other participants for determining well locations and drilling time-tables ;

•

the economic conditions at the time of drilling, including the prevailing and anticipated price of oil and gas; and

•

the availability and cost of deep water drilling rigs and the availability of operating personnel

The Company’s reliance on its consortium partners and its limited ability to directly control future project costs could have a material adverse effect on its future expected rates of return.

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The Company’s success depends on its ability to exploit its limited assets

The Company’s primary assets are rights to working interests in exploration acreage in the JDZ and EEZ under agreements with the JDA and DRSTP. The Company’s operations have been limited to managing and sustaining its rights under these agreements. The Company’s viability depends on its ability to exploit these assets, of which there is no assurance that it will be successful.

The Company’s competition includes oil and gas conglomerates that have significant advantages over it

The oil and gas industry is highly competitive. Many companies are engaged in exploring for crude oil and natural gas and acquiring crude oil and natural gas properties, resulting in a high degree of competition for desirable exploratory and producing properties. The companies with which the Company competes are much larger and have greater financial resources than the Company.

Various factors beyond the Company’s control will affect prices of oil and gas

The availability of a ready market for the Company’s future crude oil and natural gas production depends on numerous factors beyond its control, including the level of consumer demand, the extent of worldwide crude oil and natural gas production, the costs and availability of alternative fuels, the costs and proximity of transportation facilities, regulation by authorities and the costs of complying with applicable environmental regulations.

The Company’s business interests are located outside of the United States which subjects it to risks associated with international activities beyond its control.

At September 30, 2009, the Company’s major assets are located outside the United States. The Company’s primary assets are cash in various financial institutions and agreements with DRSTP and the JDA, which provide ERHC with rights to participate in exploration and production activities in the Gulf of Guinea off the coast of central West Africa. Production is subject to political risks which is inherent in all foreign operations. The Company’s ability to exploit its interests in this area pursuant to such agreements may be adversely impacted by this circumstance.

The future success of the Company’s international operations may also be adversely affected by risks associated with international activities, including economic and labor conditions, political instability, risk of war, expropriation, termination, renegotiation or modification of existing contracts, tax laws (including host-country import-export, excise and income taxes and United States taxes on foreign subsidiaries) and changes in the value of the U.S. dollar versus the local currencies in which future oil and gas producing activities may be denominated. Changes in exchange rates may also adversely affect the Company’s future results of operations and financial condition.

In addition, to the extent the Company engages in operations and activities outside the United States, it is subject to the Foreign Corrupt Practices Act (the “FCPA”) which, among other restrictions, prohibits U.S. companies and their intermediaries from making payments to foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment, and requires companies to maintain adequate record-keeping and internal accounting practices to accurately reflect their financial and other transactions with foreign officials. The FCPA applies to companies, individual directors, officers, employees and agents. The FCPA also applies to foreign companies and persons taking any action in furtherance of such payments while in the United States. Under the FCPA, U.S. companies may also be held liable for actions taken by strategic or local partners or representatives.

The FCPA imposes civil and criminal penalties for violations of its provisions. Civil penalties may include fines of up to $500,000 per violation, and equitable remedies such as disgorgement of profits causally connected to the violation (including prejudgment interest on such profits) and injunctive relief. Criminal penalties for violations of the payments provisions could range up to the greater of $2 million per violation or twice the gross pecuniary gain sought by making the payment, and/or incarceration for up to 5 years per violation. Moreover, if a director, officer or employee of a company is found to have willfully violated the FCPA books and records provisions, the maximum penalty would be imprisonment for 20 years per violation. Maximum fines of up to $25 million may also be imposed for willful violations of the books and records provisions by a company.

The SEC and/or the Department of Justice (“DOJ”) could assert that there have been multiple violations of the FCPA, which could lead to multiple fines. The amount of any fines or monetary penalties which could be assessed would depend on, among other factors, findings regarding the amount, timing, nature and scope of any improper payments, whether any such payments were authorized by or made with knowledge of ERHC or its affiliates, the amount of gross pecuniary gain or loss involved, and the level of cooperation provided to the government authorities during the investigations. Negotiated dispositions of these types of violations also frequently result in an acknowledgement of wrongdoing by the entity and the appointment of a monitor on terms agreed upon with the SEC and DOJ to review and monitor current and future business practices, including the retention of agents, with the goal of assuring future FCPA compliance. Other potential consequences could be significant and include suspension or debarment of ERHC’s ability to contract with governmental agencies of the United States and of foreign countries. Any determination that ERHC has violated the FCPA could result in sanctions that could have a material adverse effect on the Company’s business, prospects, operations, financial condition and cash flow.

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The Company’s business interests are located in the Gulf of Guinea offshore of central West Africa and are subject to the volatility of foreign governments

All of our primary assets are located the in the Gulf of Guinea offshore of central West Africa. The governments of Nigeria and the island nation of Sao Tome and Principe granted our participation interests in various concessions in their offshore waters. The governments of Nigeria and Sao Tome and Principe exist in a volatile political and economic environment and the Company is subject to all the risks associated with those governments. These risks include, but are not limited to:

Loss of future revenue and our concessions as a result of hazards such as war, acts of terrorism, insurrection and other political risks

Increases in taxes and governmental interests

Unilateral renegotiation of contracts by government entities

Difficulties in enforcing our rights against a governmental agency because of the doctrine of sovereign immunity and foreign sovereignty over international operations

Changes in laws and policies governing operations of foreign-based companies, and

Currency restrictions and exchange rate fluctuations

Our foreign operations may also be adversely affected by laws and policies of the United States affecting foreign trade and taxation. Realization of any of these factors could materially and adversely affect our financial position, results of operations and cash flows.

The Company has filed suit to prevent tampering with its interest and any adverse ruling related to JDZ Blocks 5 and 6 could have a material adverse effect on its business, prospects, operations, financial condition and cash flow.

On November 3, 2008, the Company filed a suit in Nigeria to prevent any tampering with its rights in JDZ Blocks 5 and 6. The lawsuit comes after the JDA and the Joint Ministerial Counsel (JMC) of the Nigeria-Săo Tomé and Príncipe JDZ failed to give a satisfactory response to the Company’s letters seeking clarification of the Company’s rights in JDZ Blocks 5 and 6 following media reports stating that the JMC had approved of the Company’s removal from the Blocks. The Company was awarded a 15 percent working interest in each of the Blocks in a 2005 bid/licensing round conducted by the JDA, following the exercise by ERHC of preferential rights in the Blocks as guaranteed by contract and treaty. In November 2008, the Company dispatched notices of arbitration for service on the JDA and the governments of Nigeria and Sao Tome & Principe to commence arbitration in London. ERHC wants the London Court of International Arbitration to clarify that ERHC's interests in JDZ Blocks 5 and 6 remain intact. If the Company fails to prevail in its lawsuit or arbitration proceedings, there could be significant adverse effects on the Company’s future planned operations in JDZ Blocks 5 & 6. These adverse effects could range from loss of potential future revenue to a threat to the Company’s other interests in Blocks 2, 3, 4 and 9. At this time, ERHC is unable to reasonably estimate the economic impact if the Company fails to prevail in its suit.

The Company is under investigation by the SEC, the DOJ and a U.S. Senate Subcommittee, and the results of these investigations could have a material adverse effect on its business, prospects, operations, financial condition and cash flow.

On May 4, 2006, a search warrant issued by the U.S. District Court of the Southern District of Texas, Houston Division, was executed on ERHC seeking various records including, among others, documents, if any, related to correspondence with foreign governmental officials or entities in Săo Tomé and Nigeria. The search warrant cited, among other things, possible violations of the FCPA, Section 10(b) of the Exchange Act, Rule 10b-5 under the Exchange Act and criminal conspiracy and wire fraud statutes. ERHC filed suit in federal district court in Texas in June 2006 seeking to protect the Company’s attorney-client privileged documents and to allow its counsel to determine the factual basis for the DOJ’s search warrant affidavit, which is currently under seal.

A related SEC subpoena was issued on May 9, 2006, and a second related subpoena issued on August 29, 2006. The subpoenas requested from ERHC a range of documents including all documents related to correspondence with foreign governmental officials or entities in Sao Tome and Nigeria, personnel records (specifically, those regarding the Company’s former Chief Financial Officer, Franklin Ihekwoaba) and other corporate records. The Company has been actively responding to both subpoenas.

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On July 5, 2007, the U.S. Senate Committee on Homeland Security and Governmental Affairs’ Permanent Subcommittee on Investigations served ERHC with a subpoena, in connection with its review of matters relating to the potential abuse of payments made to foreign governments. The subpoena, as amended on July 18, 2007, seeks documents and information regarding ERHC’s activities, particularly those related to the acquisition of ERHC’s interests in the Gulf of Guinea. ERHC’s attorneys, Akin Gump Strauss Hauer & Feld LLP, are assisting ERHC in responding to the subpoena. Please see “Legal Proceedings” for more information.

The investigations by the DOJ, SEC and Senate Subcommittee are continuing. The Company anticipates that these investigations will be lengthy and does not expect these investigations to be concluded in the immediate future. If violations are found, the Company may be subject to criminal, civil and/or administrative sanctions, including substantial fines, and the resolution or disposition of these matters could have a material adverse effect on ERHC’s business, prospects, operations, financial condition and cash flow.

These investigations could also result in:

third party claims against us, which may include claims for special, indirect, derivative or consequential damages;

damage to our business, operations and reputation;

loss of, or adverse effect on, cash flow, assets, goodwill, operations and financial condition, business, prospects, profits or commercial value;

adverse consequences on our ability to obtain or continue financing for current or future projects; and/or

claims by directors, officers, employees, affiliates, advisors, attorneys, agents, debt holders or other interest holders or constituents of ERHC.

Continuing negative publicity arising from these investigations could also adversely affect our business and prospects in the commercial market. In addition, these investigations have resulted in significant expenses to ERHC, including substantial legal fees and the diversion of management’s attention from its operations and other activities. If the Company incurs costs or losses as a result of these matters, it may not have the liquidity or funds to address those costs or losses, in which case such costs or losses could have a material adverse effect on its business, prospects, operations, financial condition and cash flow.

Through September 30, 2009, ERHC has incurred substantial costs in responding to the investigations by the DOJ, SEC and Senate Subcommittee. Those costs consist primarily of legal fees paid to the Company’s legal counsel, Akin Gump Strauss Hauer & Feld LLP and document reproduction costs. These costs have had a significant negative impact on the Company’s cash flows from operations. ERHC anticipates the use of even more of its cash reserves to address these ongoing investigations. If continued at current levels this could have a serious negative impact on the Company’s liquidity. Neither management nor its legal counsel can assess the magnitude of future cash requirements that could result from prolonged investigations or any negative findings that might arise from the investigations. In a worst case scenario, the Company’s cash resources could be exhausted and the Company’s status as a going concern could also be brought into question.

The Company has limited sources of working capital

The Company believes that its working capital requirements for 2010 will be approximately $4,000,000 based on maintaining operations at their current level and the generation of interest income at levels similar to 2009. Our consortium partners will pay all of ERHC’s future costs in respect of all operations in JDZ Blocks 2,3 and 4 subject to total reimbursement upon production. Accordingly, the commencement of drilling operations is not expected to have a significant impact on our working capital requirements. Management believes that our current cash resources will be adequate to maintain our planned operations throughout the drilling and exploration phase of existing participation agreements.

The Company is currently focused on exploiting its interests in Blocks 2, 3, 4, 5, 6 and 9 but has no current source of income other than interest income from cash investments generated from the sale of participation interests in Blocks 2, 3 and 4 to Sinopec and Addax Ltd. The Company hopes to enter into participation agreements in JDZ Blocks 5, 6 and 9 and also in the EEZ, but the timing or likelihood of such transactions cannot be predicted. The Company might be required to exercise its rights in EEZ in 2010, in that event the Company maybe required to incur significant capital cost in exercise of those rights.

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The Company’s results of operations are susceptible to general economic conditions

The Company’s revenues and results of operations will be subject to fluctuations based upon the general economic conditions both in the United States and internationally. A general economic downturn or a recession in the industry, will adversely impact the Company’s future revenues, the value of its oil and natural gas exploration concession, as well as its ability to exploit its assets.

One shareholder controls approximately 43% of the Company’s outstanding common stock

Chrome Oil Services (“Chrome”) beneficially owns approximately 43% of the Company’s outstanding common stock. As a result, Chrome has the ability to substantially influence, and may effectively control the outcome of corporate actions that require stockholder approval, including the election of directors. This concentration of ownership may have the effect of delaying or preventing a future change in control of the Company or a liquidity event.

The Company’s stock price is highly volatile

The Company’s common stock is currently traded on the Over-the-Counter (OTC) Bulletin Board. The market price of the Company’s common stock has experienced fluctuations that are unrelated to its operating performance. The market price of the common stock has been highly volatile over the last several years. The Company can provide no assurance regarding its stock price.

The Company does not currently pay dividends on its common stock and does not anticipate doing so in the near future

The Company has paid no cash dividends on its common stock, and there is no assurance that the Company will achieve sufficient earnings to pay cash dividends on its common stock in the foreseeable future. The Company intends to retain any earnings to fund its future operations.

The Company’s stock is considered a “penny stock”

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a share price of less than $5.00. 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 prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. These disclosure requirements may have the effect of reducing the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules. The Company’s common stock may be subject to the penny stock rules, and accordingly, investors in the common stock may find it difficult to sell their shares in the future, if at all.

The Internal Revenue Service is currently conducting an examination of the Company’s tax returns.

The Internal Revenue Service is currently examining the tax returns for the Company’s 2005 and 2006 tax years. The Company anticipates that this examination will conclude in the next few months. If adjustments are required, the Company may be subject to taxes, penalties and interest and these could have a material adverse effect on ERHC’s operations, financial condition and cash flow.

Item 1B. Unresolved Staff Comments

None

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Item 2. Properties

Substantially all of the Company’s properties are in the form of working interest which represents ERHC’s share of all the hydrocarbon production from the blocks awarded and obligates ERHC to pay a corresponding percentage of the costs of drilling, production and operating these blocks. These costs in Blocks 2, 3 and 4 are currently being carried by the operators until production, whereupon the operators will recover their costs from production revenues. ERHC has working interests in Blocks 2, 3, 4, 5, 6, and 9 in the offshore JDZ and in addition has interests in the EEZ.

Joint Development Zone

ERHC has interests in six of the nine Blocks in the Joint Development Zone (JDZ), a 34,548 sq km area approximately 200 km off the coast of Nigeria and Sao Tome and Principe that is adjacent to several large petroleum discovery areas. ERHC’s rights in the JDZ include:

JDZ Block 2: 22.0% Working interest

JDZ Block 3: 10.0% Working interest

JDZ Block 4: 19.5% Working interest

JDZ Block 5: 15.0% Working interest

JDZ Block 6: 15.0% Working interest

JDZ Block 9: 20.0% Working interest

Sao Tome and Principe Exclusive Economic Zone

The government of Sao Tome and Principe awarded ERHC rights to participate in exploration and production activities in Sao Tome and Principe’s EEZ. ERHC’s rights include the following:

The right to receive up to two blocks of ERHC’s choice; and

The option to acquire up to a 15% paid working interest in another two blocks of ERHC’s choice.

ERHC will be responsible for its proportionate share of exploration and exploitation costs in the EEZ blocks.

The EEZ describes waters of Sao Tome that encompasses an area of approximately 160,000 square km. It is measured from claimed archipelagic baselines — territorial sea: 12 nautical miles, exclusive economic zone: 200 nautical miles. It is the largest in the Gulf of Guinea.

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Corporate Office

The Company’s corporate office is located at 5444 Westheimer Road, Suite 1440, Houston, Texas 77056 pursuant to a lease that expires in December 2011.

Item 3. Legal Proceedings

Subpoenas. On May 4, 2006, a federal court search warrant initiated by DOJ was executed on the Company. The DOJ sought various records including, among others, documents, if any, related to correspondence with foreign governmental officials or entities in Sao Tome and Nigeria. Related SEC subpoenas issued on May 9, 2006 and August 29, 2006 also requested a range of documents. ERHC continues to interface with both the DOJ and SEC investigators to respond to the SEC subpoenas and any additional requests for information from the DOJ or SEC. ERHC’s attorneys, Akin Gump Strauss Hauer & Feld LLP, are assisting ERHC in responding to the subpoena

On July 5, 2007, the U.S. Senate Committee on Homeland Security and Governmental Affairs’ Permanent Subcommittee on Investigations served ERHC with a subpoena in connection with its review of matters relating to the potential abuse of payments made to foreign governments. The subpoena, as amended on July 18, 2007, seeks documents and information regarding ERHC’s activities, particularly those related to the acquisition of ERHC’s interests in the Gulf of Guinea. ERHC’s attorneys, Akin Gump Strauss Hauer & Feld LLP, are assisting ERHC in responding to the subpoena.

The Company anticipates that these investigations may be lengthy and does not know when they will conclude. If violations are found, the Company may be subject to criminal, civil and/or administrative sanctions, including substantial fines, and the resolution or disposition of these matters could have a material adverse effect on ERHC business, prospects, operations, financial condition and cash flows.

Godsonic Negotiations. In July 2007, ERHC and Godsonic commenced negotiations to have Godsonic relinquish all of its claims to a 9% interest in Block 4. The parties reached a settlement in August 2007 which resulted in Godsonic’s relinquishment of all claims to the 9% interest in Block 4.

ERHC/Addax Arbitration. Addax, our consortium partner in JDZ Block 4, claimed entitlement under our existing agreements to 7.2% out of the recovered 9% without the payment of any further consideration to ERHC. In July 15, 2008, The London Court of International Arbitration (LCIA) confirmed that under the participation agreement between parties no further consideration is payable by Addax Petroleum to ERHC for Addax Petroleum’s 7.2 percent share of the 9 percent. The LCIA also confirmed that ERHC was entitled to the remaining 1.8 percent out of the nine percent. The combine share of JDZ Block 4 held by ERHC and Addax Petroleum under the Participation Agreement is 60 percent. Following the ruling by the LCIA, ERHC’s share of JDZ Block 4 increased from 17.7 percent to 19.5 percent and Addax Petroleum’s share increased to 40.5 percent.

Lakeshore Arbitration. In October 2006, Lakeshore Capital Limited (“Lakeshore”) filed an arbitration claim against ERHC seeking $4,400,000 for the alleged value of 4,500,000 shares of ERHC common stock and for a warrant to purchase an additional 1,500,000 shares of common stock at an exercise price of $.20 per share, including interest and costs, as compensation for financial consultancy and related services rendered under a contract with ERHC dated May 20, 2002. The claim was resolved in mediation conducted by the American Arbitration Association by the payment by ERHC of $250,000 to Lakeshore. Pursuant to the Settlement Agreement dated May 16, 2007, the arbitration was discontinued with prejudice.

On November 3, 2008, the Company filed a suit at the Federal High Court in Nigeria to prevent any tampering with its rights in JDZ Blocks 5 and 6. The suit comes after the JDA and Joint Ministerial Counsel (JMC) of the Nigeria-Sao Tome and Principe JDZ failed to give a satisfactory response to the Company’s letters seeking clarification on the Company’s rights in JDZ Blocks 5 and 6 following media reports stating that the JMC had approved of the Company’s removal from the Blocks. The Company was awarded a 15 percent working interest in each of the Blocks in a 2005 bid/licensing round conducted by the JDA following the exercise by ERHC of preferential rights in the Blocks as guaranteed by contract and treaty. If the Company fails to prevail in its lawsuit, there could be significant adverse affects on the Company’s future planned operations in JDZ Blocks 5 and 6.

In November 2008, the Company dispatched notices of arbitration for service on the JDA and the governments of Nigeria and Sao Tome & Principe to commence arbitration in London. ERHC wants the London Court of International Arbitration to clarify that ERHC's interests in JDZ Blocks 5 and 6 remain intact.

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From time to time, ERHC may be subject to routine litigation, claims, or disputes in the ordinary course of business. ERHC intends to defend these matters vigorously; the Company cannot predict with certainty, however, the outcome or effect of any of the litigation or investigatory matters specifically described above or any other pending litigation or claims. There can be no assurance as to the ultimate outcome of these lawsuits and investigations.

Item 4. Submission of Matters to a Vote of Security Holders

None.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Market and Related Information

ERHC’s common stock is currently traded on the OTC Bulletin Board under the symbol “ERHE.” The market for the Company’s common stock is unpredictable and highly volatile. The following table sets forth the closing sales price per share of the common stock for the past three fiscal years. These prices reflect inter-dealer prices, without retail mark-ups, markdowns or commissions, and may not necessarily represent actual transactions.

Stock Price Highs & Lows

	High		Low
	(per share)
Fiscal Year 2007
First Quarter	$	0.51	$	0.31
Second Quarter	$	0.48	$	0.33
Third Quarter	$	0.42	$	0.24
Fourth Quarter	$	0.34	$	0.20

Fiscal Year 2008
First Quarter	$	0.30	$	0.19
Second Quarter	$	0.54	$	0.18
Third Quarter	$	0.60	$	0.40
Fourth Quarter	$	0.42	$	0.28

Fiscal Year 2009
First Quarter	$	0.30	$	0.11
Second Quarter	$	0.36	$	0.10
Third Quarter	$	0.72	$	0.29
Fourth Quarter	$	0.90	$	0.60

As of November 30, 2009, there were approximately 2217 stockholders of record. The closing price of the common stock as reported on the OTC Bulletin Board on November 30, 2009 was $0.47 The Company has not paid any dividends during the last three fiscal years and does not anticipate paying any cash dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

In November 2004, the Board of Directors adopted a 2004 Compensatory Stock Option Plan pursuant to which it reserved 20,000,000 shares for issuance. This plan was approved at a special meeting of the stockholders of the Company in February 2005. Under this plan, 8,026,756 shares have been issued.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		1,000,000	$	0.43		10,973,244
Equity compensation plans not approved by security holders		-		-		-

Recent Sales of Unregistered Securities

The Company has issued the following unregistered securities:

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During the second quarter of fiscal 2007, warrants issued in 2003, with an exercise price of $0.20, were exercised on a cashless basis, which exercise resulted in the issuance of an aggregate of 2,949,587 shares of common stock.

During the first quarter of fiscal 2008, we issued an aggregate of 300,000 shares of common stock to the Company’s directors for services rendered in 2007.

During the second quarter of fiscal 2009, we issued an aggregate of 450,000 shares of common stock to the Company’s directors for services rendered in 2005 and 2008.

During the fourth quarter of fiscal 2009, we approved the issuance of an aggregate of 361,875 shares of common stock to the Company’s directors and non-management staff for services rendered in 2009.

With respect to the sale of the unregistered securities referenced above, all transactions were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. No sales commissions were paid in connection with these transactions.

Issuer Purchases of Equity Securities

The Company has not repurchased any of its Common Stock.

Item 6. Selected Financial Data

The selected financial data of the Company presented below as of and for each of the five years in the period ended September 30, 2009, has been derived from the audited financial statements of the Company. The financial statements as of and for the years ended September 30, 2009, 2008, 2007, 2006 and 2005 have been audited by Malone & Bailey, PC, an independent registered public accounting firm. The data set forth below should be read in conjunction with the Company’s financial statements, related notes thereto and Management’s Discussion and Analysis of Financial Condition and Plan of Operations, contained elsewhere herein.

	For the Years Ended September 30,
Statements of Operations Data	2009			2008			2007			2006			2005

Operating expenses	$	4,239,706		$	4,280,143		$	4,976,765		$	(24,113,494	)	$	4,652,459
Interest expense		(1,843	)		(1,843	)		1,843	)		(2,099	)		(1,147,248	)
Other Income (expense)		(3,447,588	)		1,241,189			1,498,704			1,123,141			278,804
Loss on extinguishment of debt		-			-			-			-			(5,749,575	)
Provision for taxes		-			(30,360	)		(1,723,000	)		2,063,000			-
Net income (loss)		(7,689,137	)		(3,071,157	)		(1,756,904	)		23,171,536			(11,270,478	)

Net income (loss) per share – basic and diluted		(0.01	)		0.00			0.00			0.03			(0.02	)
Weighted average shares of common stock outstanding		722,549,254			722,182,831			720,966,165			712,063,980			671,164,058

	As of September 30,
Balance Sheets Data	2009		2008		2007		2006		2005

DRSTP Concession fee	$	2,839,500	$	2,839,500	$	2,839,500	$	2,839,500	$	5,679,000
Total assets		28,859,825		36,880,422		39,854,641		45,878,249		6,720,210
Total liabilities		5,470,450		5,907,960		5,947,982		10,390,126		2,799,011
Shareholders’ equity		23,389,375,		30,972,462		33,906,659		35,488,123		3,921,199

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Item 7. Management’s Discussion and Analysis of Financial Condition and Plan of Operations

Introduction

The following discussion and analysis presents management’s perspective of ours business and, financial condition and its overall performance. This information is intended to provide investors with an understanding of our past performance, current financial condition and outlook for the future. You must read the following discussion of the results of the operations and financial condition of the Company in conjunction with its financial statements, including the notes thereto included in this Form 10-K filing. The Company’s historical results are not necessarily an indication of trends in operating results for any future period.

Reference is made to “Item 6. Selected Financial Data” and “Item 8. Financial Statements and Supplementary Data.”

Overview of Business

ERHC reports as a development stage enterprise as there are currently no significant operations and no revenue has been generated from business activities. The Company was incorporated in 1986 as a Colorado corporation, and was engaged in a variety of businesses until 1996, when it began its current operations as an independent oil and gas company. The Company’s goal is to maximize its value through exploration and exploitation of potential oil and gas reserves in the Gulf of Guinea offshore of central West Africa. The Company’s current focus is to exploit its primary assets, which are rights to working interests in exploration acreage in the JDZ and the EEZ. The Company has entered into production sharing contracts with upstream oil and gas companies in its JDZ Blocks to assist the Company in exploring and developing its assets in the JDZ. The technical and operational expertise in conducting exploration and development of these JDZ Blocks will be provided by partner oil and gas companies in exchange for participating in the Company’s interest in the JDZ.. The Company is also exploring opportunities in other areas of the oil and gas industry.

State of Participation Interests

The following represents ERHC’s current rights in the JDZ blocks.

JDZ Block #	ERHC Original Participating Interest (1)	ERHC Joint Bid Participating Interest	Participating Interest(s) Sold	Current ERHC Retained Participating Interest

2	30%	35%	43% (2)	22%
3	20%	5%	15% (3)	10%
4	25%	35%	40.5% (4)	19.5%
5	15%	(5)	(5)	15%
6	15%	(5)	(5)	15%
9	20%	(5)	(5)	20%

(1)	Original Participating Interest granted pursuant to the Option Agreement, dated April 2, 2003, between DRSTP and ERHC (the “2003 Option Agreement”).

(2)	In March 2006, ERHC sold an aggregate 28.67% participating interest to Sinopec and an aggregate 14.33% participating interest to Addax Ltd.

(3)	In February 2006, ERHC sold a 15% participating interest to Addax Sub.

(4)	By a Participation Agreement made in November 2005 and subsequently amended, ERHC sold 40.5 participating interest to Addax.

(5)	No contracts have been entered into as of the date hereof.

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Particulars of Participating Agreements

JDZ Block 2 Participation Agreement

Date of Participation Agreement	Parties	Key Terms
2 March 2006	1. Sinopec International Petroleum Exploration and Production Co. Nigeria Ltd	ERHC assigns 28.6% of participating interest to Sinopec International Petroleum Exploration and Production Co Nigeria Ltd (“Sinopec”) and a 14.33% participating interest to Addax Energy Nigeria Limited (“Addax”) leaving ERHC with a 22% participating interest.

	1b. Sinopec International Petroleum and Production Corporation	Consideration from Sinopec to ERHC for the 28.67% interest is $13.6 million.

	2a. Addax Energy Nigeria Limited (Note 2)	Consideration from Addax to ERHC for the 14.33% interest is $6.8 million

	2b. Addax Petroleum Corporation (Note 2)	In addition, Sinopec and Addax to pay all of ERHC’s future costs for petroleum operations in respect of the 22% interest retained by ERHC in Block 2.

	3. ERHC Energy Inc	Sinopec and Addax are entitled to 100% of ERHC’s allocation of cost reimbursement plus up to 50% of ERHC’s allocation of profit oil from revenue generated by the retained interest on Block 2 until Sinopec and Addax recover 100% of the carried costs

JDZ Block 3 Participation Agreement
Date of Participation Agreement	Parties	Key Terms
15 February 2006	1. ERHC Energy Inc	ERHC assigns 15% of participating interest to Addax Petroleum Resources Nigeria Limited (“Addax Sub”) leaving ERHC with a 10% participating interest.
		Consideration from Addax Sub to ERHC for the 15% interest is $7.5 million.
	2a. Addax Petroleum Resources Nigeria Limited (Note 2)	In addition, Addax Sub to pay all of ERHC’s future costs for petroleum operations (“the carried costs”) in respect of the 10% interest retained by ERHC (the “retained interest”) in Block 3.

	2b. Addax Petroleum Corporation(Note 2)	Addax Sub is entitled to 100% of ERHC’s future costs in respect of petroleum operations.

		Addax is entitled to 100% of ERHC’s allocation of cost reimbursement plus up to 50% of ERHC’s allocation of profit oil until Addax Sub recovers 100% of the carried costs

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JDZ Block 4 Participation Agreement
Date	Parties	Key Terms
17 November 2005 (Note1)	1. ERHC Energy Inc	ERHC shall assign 33.3% (Note1) of participating interest to Addax Petroleum Nigeria (Offshore 2) Limited (“Addax”) (leaving ERHC with a 26.7% participating interest).

	2a. Addax Petroleum Nigeria (Offshore 2) Limited (Note 2)	Consideration from Addax Sub to ERHC for the interest to be acquired by Addax (the “acquired interest”) is fixed at $18 million.

	2b. Addax Petroleum NV(Note 2)	In addition, Addax to pay all of ERHC’s future costs for petroleum operations (“the carried costs”) in respect of ERHC’s retained interest in Block 4.

		Addax is entitled to 100% of ERHC’s allocation of cost oil plus up to 50% of ERHC’s allocation of profit oil until Addax recovers 100% of the carried costs

Note 1 – By an Amendment to the Participation Agreement dated February 23 2006, ERHC and Addax amended the Participation Agreement so that the assigned interest to Addax would be changed to 33.3%. By a second Amendment to the Participation Agreement, entered into on March 14 2006, ERHC and Addax amended the Participation Agreement so that the assigned interest to Addax would be 33.3% and ERHC’s participating interest would be 26.7%. By a third Amendment to the Participation Agreement dated April 11 2006, ERHC and Addax agreed that if Godsonic, a third party, did not meet financial and other obligations for the transfer of 9% of ERHC’s participating interest to Godsonic (and was foreclosed from all claims to the 9%), ERHC would transfer 7.2% out of the 9% interest to Addax so that Addax’s participating interest would be 40.5% in aggregate and ERHC’s participating interest would be 19.5% in aggregate. The amount of fresh consideration to accrue from Addax to ERHC for the transfer of the 7.2% is not stated in the third Amendment to the Participation Agreement. On July 15, 2008, The London Court of International Arbitration (LCIA) confirmed that under the participation agreement between parties no further consideration is payable by Addax Petroleum to ERHC for Addax Petroleum’s 7.2 percent share of the 9 percent. ERHC is entitled to the remaining 1.8 percent out of the nine percent. The combined share of JDZ Block 4 held by ERHC and Addax Petroleum under the Participation Agreement is 60 percent. Following the ruling by the LCIA, ERHC’s share of JDZ Block 4 increased from 17.7 percent to 19.5 percent and Addax Petroleum’s share increased to 40.5 percent.

Current Plans for Income Generation

The Company is currently focused on exploiting its interests in JDZ Blocks 2, 3, 4, 5, 6 and 9 and its interests in the EEZ. However, it has no current income other than interest income from cash investments generated from the sale of participation interests in Blocks 2, 3 and 4 to Sinopec and Addax Ltd. The Company hopes to enter into participation agreements in JDZ Blocks 5, 6 and 9 and its to be awarded EEZ blocks, but the timing or likelihood of such transactions cannot be predicted. The Company believes that the Participation Agreements that it has entered into will be its primary source of future revenue. However, to expand operations, ERHC is currently in negotiations for potential investments that would increase the Company’s presence in Nigeria’s oil and gas industry. In December 2009, the Company signed a non-binding Memorandum of Understanding (MOU) with Circle Ltd. and Excel Exploration and Production Ltd. to negotiate investment in and acquisition of working interests in the Eremor Marginal Field (OML 46). The Eremor Field, which is located in shallow water off-shore Nigeria, was discovered in 1978.

ERHC, through its locally incorporated subsidiary, ERHC Energy Nigeria Ltd., has also entered into a non-binding MOU with WellTest Integrated Services Ltd. to negotiate the acquisition of a controlling equity interest in WellTest. The company provides well testing, production engineering and procurement services to Nigeria’s oil and gas industry. To coordinate the Company’s business development in the Nigerian and West African oil and gas industry, ERHC has opened its Nigeria liaison office at Oguda Close, Maitama, Abuja, Nigeria. The Company’s wholly owned subsidiary ERHC Energy Nigeria Ltd. operates the liaison office.

ERHC cannot currently predict the outcome of negotiations for acquisitions in Nigeria, or, if successful, the impact on the Company's operations.

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Critical Accounting Policies

The Company has identified the policies below as critical to its business operations and the understanding of its results of operations. The impact and any associated risks related to these policies on the Company’s business operations are discussed throughout this section where such policies affect the Company’s reported and expected financial results. Management’s preparation of this Annual Report on Form 10-K requires it to make estimates and assumptions that affect the reported amount of assets and liabilities, and the disclosure of contingent assets and liabilities. There is no assurance that actual results will not differ from those estimates and assumptions.

Concentration of Risks

The Company’s current focus is to exploit assets consisting of agreements with the DRSTP concerning oil and gas exploration in its EEZ and with the JDA concerning oil and gas exploration in the JDZ. The Company has formed relationships with other oil and gas companies with the technical and financial capabilities to assist the Company in leveraging its interests in the EEZ and the JDZ. The Company currently has no other operations.

Asset Retirement Obligation

ERHC’s asset retirement obligation relates to the plugging and abandonment of certain oil and gas properties in Wichita Falls, Texas. The provisions of SFAS No. 143 require the fair value of a liability for an asset retirement obligation to be recorded and a corresponding increase in the carrying amount of the associated asset. The cost of the tangible asset, including the initially recognized asset retirement cost is depleted over the useful life of the asset. If the fair value of the estimated asset retirement obligation changes, an adjustment is recorded to the retirement obligation and the asset retirement cost. The offsetting ARO liability is recorded at fair value, and accretion expense recognized as the discounted liability is accreted to its expected settlement value. The fair value of the ARO asset and liability is measured using expected future cash out flows discounted at the Company’s credit adjusted risk free interestrate. These oil and gas properties were abandoned and written off during the year ended September 30, 1999 and the current liability is fully accreted and represents management’s best estimate of the fair value of the outstanding obligation.

Impairment of Long-lived Assets

ERHC evaluates the recoverability of long-lived assets when events and circumstances indicate that such assets might be impaired. ERHC determines impairment by comparing the undiscounted future cash flows estimated to be generated by these assets to their respective carrying amounts. Impairments are charged to operations in the period to which events and circumstances indicate that such assets might be impaired. ERHC has evaluated its investment in its DRSTP concession fee in light of its 2003 Option Agreement (see Note 4) and there have been no events or circumstances that would indicate that such asset might be impaired.

Recent Accounting Pronouncements

Effective July, 1, 2009, the Company adopted the Accounting Standards Codification (ASC) issued by the Financial Accounting Standards Board (FASB). The ASC does not change generally accepted accounting principles in the United States of America (GAAP), but instead takes the numerous individual accounting pronouncements that previously constituted GAAP and reorganizes them into approximately 90 accounting topics, which are then broken down into subtopics, sections and paragraphs. The intent is to simplify user access to authoritative GAAP by providing all of the guidance related to a particular topic in one place. The ASC supersedes all previously existing non-SEC or non-grandfathered accounting and reporting standards. The adoption of the ASC did not have any impact on the Company’s consolidated financial statements.

In December 2007, the FASB issued authoritative guidance which establishes principles and requirements for determining how an enterprise recognizes and measures the fair value of certain assets and liabilities acquired in a business combination, including non-controlling interests, contingent consideration, and certain acquired contingencies. The guidance also requires acquisition-related transaction expenses and restructuring costs be expensed as incurred rather than capitalized as a component of the business combination. The guidance will be applicable prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this guidance did not have any impact on the Company’s consolidated financial statements.

In December 2007, the FASB issued authoritative guidance which establishes accounting and reporting standards for the non-controlling interest in a subsidiary (previously referred to as minority interests). The guidance also requires that a retained non-controlling interest upon the deconsolidation of a subsidiary be initially measured at its fair value. Upon adoption this guidance, the Company would be required to report any non-controlling interests as a separate component of stockholders’ equity. The Company would also be required to present any net income allocable to non-controlling interests and net income attributable to the stockholders of the Company separately in its consolidated statements of operations. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The guidance requires retroactive adoption of the presentation and disclosure requirements for existing minority interests, however, all other requirements shall be applied prospectively. This guidance will not have a material effect on the Company’s consolidated financial statements since the Company does not have existing minority interests.

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In March 2008, the FASB issued authoritative guidance intended to provide users of employers’ financial statements with more informative disclosures about the nature and valuation of postretirement benefit plan assets. The disclosures on plan assets are effective for fiscal years ending after December 15, 2009.

In April 2008, the FASB issued authoritative guidance that amends the factors that should be considered in developing the renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The guidance also requires expanded disclosure regarding the determination of intangible asset useful lives. The guidance is effective for fiscal years beginning after December 15, 2008. This guidance will not have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued authoritative guidance which requires additional information regarding transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. The guidance eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures. It is effective for fiscal years beginning after November 15, 2009. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and disclosures.

In June 2009, the FASB issued authoritative guidance which amends certain requirements to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. The guidance will be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is currently evaluating the impact, if any, that this guidance will have on its consolidated financial statements.

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Former Operations – Asset Retirement Obligation

The Company has accrued $485,000 as a liability on the balance sheet relating to the estimated costs on plugging and abandonment of certain oil and gas properties in Wichita Falls, Texas. The Company acquired a lease in oil fields located in Wichita County, Texas. The Company uses SFAS No. 143 to account for this obligation. These properties were abandoned and written off during the year ended September 30, 1999. During the year ended September 30, 2009, the Company reached a settlement with the state of Texas under which the Company paid $120,000 to fully satisfy its obligation for plugging and abandonment of the properties and recognized a gain of $365,000 on settlement of the obligation.

Results of Operations

Year ended September 30, 2009 Compared to Year Ended September 30, 2008

During 2009, the Company had general and administrative expenses of $4,202,809 compared with $4,249,572 in fiscal 2008. This decrease of $46,763 reflects the fact that the Company’s operations and expenditures were tightly maintained.

During 2009, the Company had a net loss of $7,689,137, compared to a net loss of $3,071,157 for fiscal 2008. The three primary reasons for the $4,617,980 increase in net loss for the year ended September 30, 2009 were: (i) a $4,234,317 provision for loss on certificates of deposits in a financial institution where certain restrictions were placed on the investment and a receiver was appointed to takeover the institution. (ii) a $819,460 decline in interest income as management moved deposits to non-interest bearing accounts that provided greater security from loss; and (iii) partially offset by a $365,000 gain from settlement of an asset retirement obligation with the State of Texas.

During fiscal 2009 and 2008, the Company had no revenues from which cash flows could be generated to support operations. In fiscal 2009, the Company continued to rely on cash generated from the 2006 sale of participation interests in the three JDZ Blocks under production sharing contracts with various joint venture partners to fund operations.

Year ended September 30, 2008 Compared to Year Ended September 30, 2007

During fiscal 2008, the Company had general and administrative expenses totaling $4,249,572 compared with $4,954,848 in fiscal 2007. The primary reason for the decrease in general and administrative expenses is a reduction in legal and professional fees due to lower legal expenses in connection with all the governmental agencies investigations of the Company. (See Item 3, Legal Proceedings).

During 2008, the Company had a net loss of $3,071,157, compared to a net loss of $1,756,904 for fiscal 2007. The primary reason for the increase in net loss is due to the fact that the Company has no remaining tax benefits from utilization of tax losses in 2008 because the Company is in a loss carry forward position. In 2007, the Company generated tax benefits of $1,723,000 from utilization of net operating losses.

During fiscal 2008 and 2007, the Company had no revenues from which cash flows could be generated to support operations. In fiscal 2008 and 2007, the Company relied primarily upon cash generated from the 2006 sale of interests to fund operations.

Year ended September 30, 2007 Compared to Year Ended September 30, 2006

During fiscal 2007, the Company had general and administrative expenses of $4,954,848 compared with $5,979,609 in fiscal 2006. The decrease results primarily from the grant of stock warrants for our outside consultants valued at $1,145,000 in fiscal 2006 versus employee compensatory stock option expense of $175,440 in fiscal 2007.

During 2007, the Company had a net loss of $1,756,904, compared to a net income of $23,171,536 for fiscal 2006. The primary reason for the $24,928,440 decrease in net income for the year ended September 30, 2007 was due to a $30,102,250 net gain in fiscal 2006 from the sale of participation interests in the three JDZ Blocks under production sharing contracts with joint venture partners.

During fiscal 2007 and 2006, the Company had no revenues from which cash flows could be generated to support operations. In fiscal 2007 and 2006, the Company relied primarily upon cash generated from the 2006 sale of interests to fund operations.

Liquidity and Capital Resources

As of September 30, 2009, the Company had working capital of $19,424,021. The Company believes that it has sufficient liquidity to meet working capital requirements for the next twelve months.

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The Company believes that its working capital requirements for 2010 will be approximately $4,000,000 based on maintaining operations at their current level. Our consortium partners will pay all of ERHC’s future costs in respect of all petroleum operations subject to total reimbursement upon production. Accordingly, the commencement of drilling operations is not expected to have a significant impact on our working capital requirements. Management believes that our current cash resources will be adequate to maintain our planned operations throughout the drilling and exploration phase of existing participation agreements.

Through September 30, 2009, ERHC has incurred substantial costs in responding to the investigations by the DOJ, SEC and Senate Subcommittee. Those costs consist primarily of legal fees paid to the Company’s legal counsel, Akin Gump Strauss Hauer & Feld LLP and document reproduction costs. These costs have had a significant negative impact on the Company’s cash flows from operations. ERHC is now involved in proceedings to protect its interests in the JDZ and the EEZ. ERHC anticipates the continued use of its cash reserves to address ongoing investigations and protect its assets in the JDZ and EEZ.. If continued at current levels this could have a serious negative impact on the Company’s liquidity. Neither management nor its legal counsel can assess the magnitude of future cash requirements that could result from prolonged investigations or any negative findings that might arise from the investigations. In a worst case scenario, the Company’s cash resources could be exhausted and the Company’s status as a going concern could be brought into question.

Off-Balance Sheet Arrangements

As of September 30, 2009, the Company does not have any off-balance sheet arrangements.

Contractual Obligations and Commercial Commitments

The following table provides information at September 30, 2009, about the Company’s contractual obligations and commercial commitments. The table presents contractual obligation by due dates and related contractual commitments by expiration dates.

Contractual Obligations	Total		Less than 1 year		1 – 3 Years		3 – 5 Years		More than 5 Years

Convertible debt (1)	$	33,513	$	33,513	$	-	$	-	$	-
Operating lease (2)		240,840		107,040		133,800		-		-

Total	$	274,353	$	140,553	$	133,800	$	-	$	-

(1)	This represents a convertible note to Joseph Charles and Associates. However, the Company has been unable to locate the payee.

(2)	Lease obligations consist of operating lease for office space. Office lease represent non-cancelable leases for office space used in our daily operations.

Contingencies and Legal Matters

For a detailed discussion of contingencies and legal matters, see “Item 3. Legal Proceedings”.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The Company’s current focus is to exploit its primary assets, which are rights to working interest in the JDZ and EEZ under agreements with the JDA and DRSTP. The Company intends to continue to form relationships with other oil and gas companies with operational, technical and financial capabilities to assist the Company in leveraging its interests in the EEZ and the JDZ. The Company currently has no other operations.

At September 30, 2009, all of the Company’s operations were located outside the United States. The Company’s primary assets are agreements with DRSTP and the JDA, which provide ERHC with rights to participate in exploration and production activities in the Gulf of Guinea off the coast of central West Africa. This geographic area of interest is controlled by foreign governments that have historically experienced volatility, which is out of management’s control. The Company’s ability to exploit its interests in the agreements in this area may be impacted by this circumstance.

The future success of the Company’s international operations may also be adversely affected by risks associated with international activities, including financial, economic and labor conditions, political instability, risk of war, expropriation, renegotiation or modification of existing contracts, tax laws (including host-country import-export, excise and income taxes and United States taxes on foreign subsidiaries) and changes in the value of the U.S. dollar versus the local currencies in which future oil and gas producing activities may be denominated. Furthermore, changes in exchange rates may adversely affect the Company’s future results of operations and financial condition.

Market risks relating to the Company’s operations result primarily from changes in interest rates as well as credit risk concentrations. The Company’s interest expense is generally not sensitive to changes in the general level of interest rates in the United States, particularly because a substantial majority of its indebtedness is at fixed rates.

The Company holds no derivative financial or commodity instruments.

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Item 8. Financial Statements and Supplementary Data

ERHC ENERGY INC.
A CORPORATION IN THE DEVELOPMENT STAGE
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


		Page(s)

Reports of Independent Public Accounting Firm:

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting as of September 30, 2009		31

Report of Independent Registered Public Accounting Firm on the Financial Statements for the Years ended September 30, 2009 and 2008		32

Consolidated Financial Statements:

Consolidated Balance Sheets as of September 30, 2009 and 2008		33

Consolidated Statements of Operations for the Years Ended September 30, 2009, 2008 and 2007, and for the period from inception, September 5, 1995, to September 30, 2009		34

Consolidated Statements of Shareholders’ Equity (Deficit) for the period from inception, September 5, 1995, to September 30, 2009		35

Consolidated Statements of Cash Flows for the Years Ended September 30, 2009, 2008 and 2007, and for the period from inception, September 5, 1995, to September 30, 2009		39

Notes to Consolidated Financial Statements		41

Financial Statement Schedules:

None

All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under instructions or are inapplicable and therefore have been omitted.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

ERHC Energy Inc.

Houston, Texas

We have audited the internal control of ERHC Energy Inc. over its financial reporting as of September 30, 2009 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, ERHC Energy Inc. maintained, in all material respects, effective internal control over financial reporting as of September 30, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of ERHC Energy Inc. as of September 30, 2009 and 2008, and the related consolidated statements of operations, shareholders’ equity and cash flows for the three years ended September 30, 2009, and our reports dated December 11, 2009 expressed an unqualified opinion on those consolidated financial statements.

Malone & Bailey, PC

www.malone-bailey.com

Houston, Texas

December 11, 2009

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

ERHC Energy Inc.

Houston, Texas

We have audited the accompanying consolidated balance sheets of ERHC Energy Inc., a corporation in the development stage, as of September 30, 2009 and 2008 and the related consolidated statements of operations, shareholders’ equity and cash flows for the three years ended September 30, 2007, 2008 and 2009. These financial statements are the responsibility of ERHC’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ERHC as of September 30, 2009 and 2008, and the results of its operations and its cash flows for the three years ended September 30, 2007, 2008 and 2009, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of ERHC’s internal control over financial reporting as of September 30, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated December 11, 2009 expressed an unqualified opinion on management’s assessment of internal control over financial reporting and an unqualified opinion on the effectiveness of internal control over financial reporting.

Malone & Bailey, PC

www.malone-bailey.com

Houston, Texas

December 11, 2009

Table of Contents

ERHC ENERGY INC.
A CORPORATION IN THE DEVELOPMENT STAGE
CONSOLIDATED BALANCE SHEETS
September 30, 2009 and 2008


	2009			2008

ASSETS

Current assets:
Cash and cash equivalents	$	22,428,728		$	31,757,012
Prepaid expenses and other		447,345			199,419

Total current assets		22,876,073			33,974,829

DRSTP concession fee		2,839,500			2,839,500
Furniture and equipment, net		67,275			66,093
Certificate of deposit		1,058,579			-
Deferred tax asset		2,018,398			2,018,398
Total assets	$	28,859,828		$	36,880,422

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	5,050,590		$	5,025,794
Accounts payable and accrued liabilities, related party		115,236			354,934
Accrued interest		10,561			8,719
Asset retirement obligation		-			485,000
Current portion of convertible debt		33,513			33,513

Total current liabilities		5,209,900			5,907,960

Commitments and contingencies:

Shareholders' equity:
Preferred stock, par value $0.0001; authorized 10,000,000; none issued and outstanding		-			-
Common stock, par value $0.0001; authorized 950,000,000 shares; issued and outstanding 723,030,444 and 721,938,569at September 30, 2009 and September 30, 2008, respectively		72,308			72,224
Additional paid-in capital		92,330,993			91,964,474
Accumulated deficit		(68,753,373	)		(61,064,236	)

Total shareholders’ equity		23,649,925			30,972,462

Total liabilities and shareholders' equity	$	28,859,825		$	36,880,422

The accompanying notes are an integral part of these financial statements

Table of Contents

ERHC ENERGY INC.
A CORPORATION IN THE DEVELOPMENT STAGE
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended September 30, 2007, 2008 and 2009 and for the Period
From Inception, September 5, 1995, to September 30, 2009


										Inception to September 30,
	2007			2008			2009			2009

Costs and expenses:
General and administrative	$	4,954,848		$	4,249,572		$	4,202,809		$	72,545,491
Depreciation and depletion		21,917			30,571			36,897			1,453,398
Gain on sale of partial interest in DRSTP concession		-			-			-			(30,102,250	)
Write-offs and abandonments		-			-			-			7,742,128

Total costs and expenses		(4,976,765	)		(4,280,143	)		(4,239,706	)		(51,638,767	)

Other income and (expenses):
Interest income		1,998,704			1,241,189			421,729			4,811,257
Gain (loss) from settlements		(500,000	)		-			365,000			117,310
Other income		-			-			-			439,827
Interest expense		(1,843	)		(1,843	)		(1,843	)		(12,128,748	)
Provision for loss on deposits		-			-			(4,234,317	)		(4,234,317	)
Loss on extinguishment of debt		-			-			-			(5,749,575	)

Total other income and (expenses), net		1,496,861			1,239,346			(3,449,431	)		(16,744,246	)

Income (loss) before benefit (provision) for income taxes		(3,479,904	)		(3,040,797	)		(7,689,137	)		(68,383,013	)

Benefit (provision) for income taxes:
Current		1,243,000			449,640			-			(1,330,360	)
Deferred		480,000			(480,000	)		-			960,000

Total benefit (provision) for income taxes		1,723,000			(30,360	)		-			(370,360	)

Net income (loss)	$	(1,756,904	)	$	(3,071,157	)	$	(7,689,137	)	$	(68,753,373	)

Net loss per common share -basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)

Weighted average number of shares of common shares outstanding:
Basic		720,966,165			722,182,831			722,794,828

Diluted		720,966,165			722,182,831			722,794,828

The accompanying notes are an integral part of these financial statements

Table of Contents

ERHC ENERGY INC.
A CORPORATION IN THE DEVELOPMENT STAGE
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the Period from Inception, September 5, 1995, to September 30, 2009, (Unaudited for the
Period from Inception to September 30, 1998)

	Common Stock						Additional Paid-In			Accumulated			Subscription			Deferred
	Shares			Amount			Capital			Deficit			Receivable			Compensation			Total

Balance at September 5, 1995		-		$	-		$	-		$	-		$	-		$	-		$	-

Common stock issued for cash		884,407			88			-			-			-			-			88
Common stock issued for services		755,043			76			499,924			-			-			(500,000	)		-
Net loss		-			-			-			(3,404	)		-			-			(3,404	)

Balance at September 30, 1995		1,639,450			164			499,924			(3,404	)		-			(500,000	)		(3,316	)

Common stock issued for cash, net of expenses		361,330			36			124,851			-			-			-			124,887
Common stock issued for services		138,277			14			528,263			-			-			-			528,277
Common stock issued for equipment		744,000			74			3,719,926			-			-			-			3,720,000
Effect of reverse merger		1,578,470			158			(243,488	)		-			-			-			(243,330	)
Amortization of deferred compensation		-			-			-			-			-			72,500			72,500
Net loss		-			-			-			(728,748	)		-			-			(728,748	)

Balance at September 30, 1996		4,461,527			446			4,629,476			(732,152	)		-			(427,500	)		3,470,270

Common stock issued for cash		2,222,171			222			1,977,357			-			(913,300	)		-			1,064,279
Common stock issued for services		9,127,981			913			12,430,725			-			-			-			12,431,638
Common stock issued for oil and gas leases and properties		500,000			50			515,575			-			-			-			515,625
Common stock issued for
Chevron contract		3,000,000			300			-			-			-			-			300
Common stock issued for
BAPCO acquisition		4,000,000			400			499,600			-			-			-			500,000
Contributed		(100,000	)		(10	)		(99,990	)		-			-			-			(100,000	)
Amortization of deferred compensation		-			-			-			-			-			177,500			177,500
Net loss		-			-			-			(16,913,052	)		-			-			(16,913,052	)

Balance at September 30, 1997		23,211,679			2,321			19,952,743			(17,645,204	)		(913,300	)		(250,000	)		1,146,560

Common stock and warrants issued for cash		1,124,872			113			972,682			-			-			-			972,795
Common stock issued for services		1,020,320			102			1,526,878			-			-			-			1,526,980
Common stock issued for Uinta acquisition		1,000,000			100			1,999,900			-			-			-			2,000,000
Common stock issued for
Nueces acquisition		50,000			5			148,745			-			-			-			148,750
Common stock issued for accounts payable		491,646			49			337,958			-			-			-			338,007
Beneficial conversion feature associated with convertible debt		-			-			1,387,500			-			-			-			1,387,500
Receipt of subscription receivable		-			-			-			-			913,300			-			913,300
Option fee and penalty		299,536			30			219,193			-			-			-			219,223
Common stock issued for building equity		24,000			2			69,998			-			-			-			70,000
Amortization of deferred compensation		-			-			-			-			-			125,000			125,000
Net loss		-			-			-			(11,579,024	)		-			-			(11,579,024	)

Balance at September 30, 1998		27,222,053		$	2,722		$	26,615,597		$	(29,224,228	)	$	-		$	(125,000	)	$	(2,730,909	)

The accompanying notes are an integral part of these financial statements

Table of Contents

ERHC ENERGY INC.
A CORPORATION IN THE DEVELOPMENT STAGE
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the Period from Inception, September 5, 1995, to September 30, 2009, (Unaudited for the
Period from Inception to September 30, 1998)

	Common Stock						Additional Paid-In			Accumulated			Subscription		Deferred
	Shares			Amount			Capital			Deficit			Receivable		Compensation			Total

Balance at September 30, 1998		27,222,053		$	2,722		$	26,615,597		$	(29,224,228	)	$	-	$	(125,000	)	$	(2,730,909	)

Common stock issued for cash		397,040,000			39,704			2,062,296			-			-		-			2,102,000
Common stock issued for services		7,169,000			717			1,034,185			-			-		-			1,034,902
Common stock issued for Uinta settlement		7,780,653			778			2,541,161			-			-		-			2,541,939
Common stock surrendered in
BAPCO settlement		7,744,000	)		(774	)		(2,709,626	)		-			-		-			(2,710,400	)
Common stock issued for accounts payable		10,843,917			1,084			769,139			-			-		-			770,223
Common stock issued for conversion of debt and payment of accrued interest and penalties		31,490,850			3,149			5,998,915			-			-		-			6,002,064
Common stock issued for officers' salary and bonuses		10,580,000			1,058			4,723,942			-			-		-			4,725,000
Common stock issued for shareholder loans and accrued interest payable		3,939,505			394			771,318			-			-		-			771,712
Reclassification of common stock previously presented as a liability		750,000			75			1,499,925			-			-		-			1,500,000
Amortization of deferred compensation		-			-			-			-			-		125,000			125,000
Net loss		-			-			-			(19,727,835	)		-		-			(19,727,835	)

Balance at September 30, 1999		489,071,978			48,907			43,306,852			(48,952,063	)		-		-			(5,596,304	)

Common stock issued for conversion of debt and payment of accrued interest and penalties		7,607,092			761			295,120			-			-		-			295,881
Net loss		-			-			-			(1,958,880	)		-		-			(1,958,880	)

Balance at September 30, 2000		496,679,070			49,668			43,601,972			(50,910,943	)		-		-			(7,259,303	)

Common stock issued for services		37,000,000			3,700			1,846,300			-			-		-			1,850,000
Net loss		-			-			-			(6,394,810	)		-		-			(6,394,810	)

Balance at September 30, 2001		533,679,070			53,368			45,448,272			(57,305,753	)		-		-			(11,804,113	)

Common stock issued for cash net of expenses		4,000,000			400			643,100			-			-		-			643,500
Common stock issued for services		3,475,000			348			527,652			-			-		-			528,000
Common stock issued for accounts payable		4,407,495			440			817,757			-			-		-			818,197
Common stock issued for con -version of debt and pay-ment of accrued interest and penalties		7,707,456			771			1,540,721			-			-		-			1,541,492
Common stock issued for officer's salary and bonuses		2,700,000			270			289,730			-			-		-			290,000
Net loss		-			-			-			(4,084,210	)		-		-			(4,084,210	)

Balance at September 30, 2002		555,969,021		$	55,597		$	49,267,232		$	(61,389,963	)	$	-	$	-		$	(12,067,134	)

The accompanying notes are an integral part of these financial statements

Table of Contents

ERHC ENERGY INC.
A CORPORATION IN THE DEVELOPMENT STAGE
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the Period from Inception, September 5, 1995, to September 30, 2009, (Unaudited for the
Period from Inception to September 30, 1998)

	Common Stock				Additional Paid-In			Accumulated			Subscription		Deferred
	Shares		Amount		Capital			Deficit			Receivable		Compensation			Total

Balance at September 30, 2002		555,969,021	$	55,597	$	49,267,232		$	(61,389,963	)	$	-	$	-		$	(12,067,134	)

Common stock issued for cash, net of expenses		9,440,000		944		1,071,556			-			-		-			1,072,500
Common stock issued for accounts payable		1,527,986		153		177,663			-			-		-			177,816
Common stock issued for con -version of debt and payment of accrued interest		17,114,740		1,711		3,421,227			-			-		-			3,422,938
Net loss		-		-		-			(3,153,882	)		-		-			(3,153,882	)

Balance at September 30, 2003		584,051,747		58,405		53,937,678			(64,543,845	)		-		-			(10,547,762	)

Common stock issued for cash, net of expenses		3,231,940		323		974,677			-			-		-			975,000
Common stock issued for accounts payable		1,458,514		146		533,102			-			-		-			533,248
Common stock issued for con -version of debt and payment of accrued interest		11,185,052		1,119		2,236,093			-			-		-			2,237,212
Common stock issued for Proceeds received in 2003		1,000,000		100		(100	)		-			-		-			-
Beneficial conversion feature associated with the con-vertible line of credit		-		-		1,058,912			-			-		-			1,058,912
Options issued to employee		-		-		765,000			-			-		(765,000	)		-
Amortization of deferred compensation		-		-		-			-			-		308,126			308,126
Common stock issued for cash-less exercise of options and/or warrants		247,882		25		(25	)		-			-		-			-
Net loss		-		-		-			(3,593,388	)		-		-			(3,593,388	)

Balance at September 30, 2004		601,175,135		60,118		59,505,337			(68,137,233	)		-		(456,874	)		(9,028,652	)

Common stock issued for accounts payable		735,000		73		359,716			-			-		-			359,789
Common stock issued for con -version of debt and payment of accrued interest		107,819,727		10,782		22,678,054			-			-		-			22,688,836
Common stock issued in settle-ment of lawsuits		595,000		59		394,391			-			-		-			394,450
Variable accounting for repriced employee stock options		-		-		300,000			-			-		(300,000	)		-
Beneficial conversion feature associated with the con-vertible line of credit		-		-		347,517			-			-		-			347,517
Amortization of deferred compensation		-		-		-			-			-		449,737			449,737
Common stock issued for cash-less exercise of options and/or warrants		587,364		59		(59	)		-			-		-			-
Net loss		-		-		-			(11,270,478	)		-		-			(11,270,478	)

Balance at September 30, 2005		710,912,226	$	71,091	$	83,584,956		$	(79,407,711	)	$	-	$	(307,137	)	$	3,941,199

The accompanying notes are an integral part of these financial statements

Table of Contents

ERHC ENERGY INC.
A CORPORATION IN THE DEVELOPMENT STAGE
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the Period from Inception, September 5, 1995, to September 30, 2009, (Unaudited for the
Period from Inception to September 30, 1998)

	Common Stock				Additional Paid-In			Accumulated			Subscription		Deferred
	Shares		Amount		Capital			Deficit			Receivable		Compensation			Total

Balance at September 30, 2005		710,912,226	$	71,091	$	83,584,956		$	(79,407,711	)	$	-	$	(307,137	)	$	3,941,199

Common stock issued for services		4,665,000		467		1,976,081			-			-		-			1,976,548
Variable accounting for repriced employee stock options		-		-		(60,660	)		-			-		-			(60,660	)
Issuance of warrants for success fee		-		-		5,154,500			-			-		-			5,154,500
Issuance of options as comp-ensation to consultants		-		-		1,145,000			-			-		-			1,145,000
Common stock issued upon exercise of warrants		800,000		80		159,920			-			-		-			160,000
Amortization of deferred compensation		-		-		(307,137	)		-			-		307,137			-
Common stock issued for cash-less exercise of options and/or warrants		2,611,756		261		261	)		-			-		-			-
Net income		-		-		-			23,171,536			-		-			23,171,536

Balance at September 30, 2006		718,988,982		71,899		91,652,399			(56,236,175	)		-		-			35,488,123

Accounting for employee stock options		-		-		175,440			-			-		-			175,440
Common stock issued upon exercise of warrants		2,949,587		294		(294	)		-			-		-			-
Net loss		-		-		-			(1,756,904	)		-		-			(1,756,904	)

Balance at September 30, 2007		721,938,569		72,193		91,827,545			(57,993,079	)		-		-			33,906,659

Common stock issued for services		300,000		31		88,469			-			-		-			88,500
Accounting for employee stock options		-		-		48,460			-			-		-			48,460
Net loss		-		-		-			(3,071,157	)		-		-			(3,071,157	)

Balance at September 30, 2008		722,238,569		72,224		91,964,474		$	(61,064,236	)		-		-			30,972,462

Common stock issued for services		811,875		81		366,519			-			-		-			366,600
Net loss		-		-		-			(7,689,137	)		-		-			(7,689,137	)

Balance at September 30, 2009		723,050,444	$	72,305	$	92,332,543		$	(68,753,373	)	$	-	$	-		$	23,649,925

The accompanying notes are an integral part of these financial statements

Table of Contents

ERHC ENERGY INC.
A CORPORATION IN THE DEVELOPMENT STAGE
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended September 30, 2007, 2008 and 2009 and for the Period From
Inception, September 5, 1995 to September 30, 2009

										"Unaudited" Inception to September 30,
	2007			2008			2009			2009

Cash Flows From Operating Activities
Net income (loss)	$	(1,756,904	)	$	(3,071,157	)	$	(7,689,137	)	$	(68,753,373	)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Depreciation and depletion expense		21,917			30,571			36,897			1,453,398
Provision for loss on deposits		-			-			4,234,317			4,234,317
Write-offs and abandonments		-			-			-			7,742,128
Deferred income taxes		(1,088,758	)		30,360			-			(2,018,398	)
Compensatory stock options		175,440			48,460			-			1,308,240
Gain from settlement		-			-			(365,000	)		(617,310	)
Gain on sale of partial interest in
DRSTP concession		-			-			-			(30,102,250	)
Amortization of beneficial conversion feature associated with convertible debt		-			-			-			2,793,929
Amortization of deferred compensation		-			-			-			1,257,863
Loss on extinguishment of debt		-			-			-			5,682,368
Stock issued for services		-			-			-			20,897,077
Stock issued for settlements		-			-			-			225,989
Stock issued for officer bonuses		-			-			-			5,015,000
Stock issued for interest and penalties on convertible debt		-			-			-			10,631,768
Stock issued for board compensation		-			88,500			366,600			2,431,648
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		893,077			(19,464	)		(247,926	)		(447,344	)
Accounts payable and other accrued liabilities		(1,598,173	)		(156,342	)		26,640			(2,742,598	)
Income tax payable		(3,013,147	)		-			-			0
Accounts payable and accrued liabilities, related party		169,175			116,319			(239,700	)		115,233
Accrued interest - related party		-			-			-			-
Accrued retirement obligation		-			-			(120,000	)		365,000

Net cash used by operating activities		(6,197,373	)		(2,932,753	)		(3,997,309	)		(40,527,315	)

The accompanying notes are an integral part of these financial statements

Table of Contents

ERHC ENERGY INC.
A CORPORATION IN THE DEVELOPMENT STAGE
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended September 30, 2007, 2008 and 2009 and for the Period From
Inception, September 5, 1995 to September 30, 2009



										Inception to September 30,
	2007			2008			2009			2009

Cash Flows From Investing Activities
Purchase of long-term investment	$	-		$	-		$	(5,292,896	)	$	(5,292,896	)
Purchase of DRSTP concession		-			-			-			(5,679,000	)
Proceeds from sale of partial interest in DRSTP concession		-			-			-			45,900,000
Purchase of furniture and equipment		(71,808	)		(32,168	)		(38,079	)		(947,447	)

Net cash provided (used) by investing activities		(71,808	)		(32,168	)		(5,330,975	)		33,980,657

Cash Flows From Financing Activities:
Proceeds from warrants exercised		-			-			-			160,000
Proceeds from common stock, net of expenses		-			-			-			6,955,049
Proceeds from line of credit, related party		-			-			-			2,750,000
Proceeds from non-convertible debt, related party		-			-			-			158,700
Proceeds from convertible debt, related party		-			-			-			8,207,706
Proceeds from sale of convertible debt		-			-			-			9,019,937
Proceeds from bank borrowing		-			-			-			175,000
Proceeds from stockholder loans		-			-			-			1,845,809
Proceeds from stock subscription receivable		-			-			-			913,300
Repayment of shareholder loans		-			-			-			(1,020,607	)
Repayment of long-term debt		-			-			-			(189,508	)

Net cash provided by financing activities		-			-			-			28,975,386

Net increase (decrease) in cash and cash equivalents		(6,269,181	)		(2,964,921	)		(9,328,284	)		22,428,728

Cash and cash equivalents, beginning of period		40,991,114			34,721,933			31,757,012			-

Cash and cash equivalents, end of period	$	34,721,933		$	31,757,012		$	22,428,728		$	22,428,728

The accompanying notes are an integral part of these financial statements

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ERHC ENERGY INC.

A CORPORATION IN THE DEVELOPMENT STAGE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended September 30, 2007, 2008 and 2009 and for the Period From

Inception, September 5, 1995 to September 30, 2009

Note 1 – Summary of Significant Accounting Policies

General Business and Nature of Operations

ERHC Energy Inc. is an independent oil and gas company that reports as a development stage enterprise because there are currently no significant operations and no revenue has been generated from business activities. ERHC was formed in 1986, as a Colorado corporation, and was engaged in a variety of businesses until 1996, when it began its current operations as an independent oil and gas company. ERHC’s goal is to maximize its value through exploration and exploitation of oil and gas reserves in the Gulf of Guinea offshore of central West Africa. The Company’s current focus is to exploit its primary assets, which are rights to working interests in exploration acreage in the JDZ between the Democratic Republic of Sao Tome and Principe (“DRSTP”) and the Federal Republic of Nigeria (“FRN”) and in the exclusive waters of Sao Tome (the “Exclusive Economic Zone” or “EEZ”). The Company has formed relationships with upstream oil and gas companies to assist the Company in exploiting its assets in the JDZ as further described in Note 4. ERHC currently has no other operations.

Consolidated Financial Statements

The consolidated financial statements include the accounts of ERHC and its wholly owned subsidiaries, after elimination of all significant inter-company accounts and transactions.

Use of Estimates

The consolidated financial statements have been prepared in conformity with US. generally accepted accounting principles. In preparing the consolidated financial statements, management is required 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 revenues and expenses during the reporting period for the years then ended. Actual results could differ significantly from those estimates.

Reclassification

Certain prior year amounts have been reclassified to conform with the current year presentation.

Concentration of Risks

ERHC primarily transacts its business with four financial institutions. From time to time the amount on deposit in one or all of these institutions may exceed the $250,000 federally insured limit. The balances are maintained in demand accounts to minimize risk.

ERHC’s focus is to exploit its assets which are agreements with the DRSTP concerning oil and gas exploration in EEZ and with the JDA concerning oil and gas exploration in the JDZ. ERHC has formed relationships with Sinopec International Petroleum Exploration and Production Corporation Nigeria (“Sinopec”), and Addax Energy Nigeria Limited (“Addax Ltd.”) to assist ERHC in leveraging its interests in the EEZ and the JDZ. ERHC currently has no other operations.

Cash Equivalents

ERHC considers all highly liquid short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents.

Furniture, Fixtures and Equipments

Furniture, fixtures and equipment are stated at cost and include expenditures for renewals and improvements and capitalized interest. Maintenance and repairs are charged to current operations. When property is retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts, and any gain or loss on disposition is included in income. Depreciation is provided principally on the straight-line method over the estimated service lives of the assets. In general, office furniture is depreciated over 7 years, office equipment over 5 years and computer equipment over 3 years.

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Fair Value of Financial Instruments

Effective October 1, 2008, ERHC adopted new fair value measurements guidance for financial assets and financial liabilities. In adopting the guidance the Company delayed application of the fair value measurements for non-financial assets and non-financial liabilities, until October 1, 2009. The new guidance defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.

The new guidance defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. The new guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

•

Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•

Level 2 Inputs—Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

•

Level 3 Inputs—Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Cash Equivalents. Cash equivalents are reported at fair value utilizing Level 1 Inputs. We obtain quoted market prices in identical markets to estimate the fair value of its cash equivalents.

The adoption of the new guidance did not significantly change the valuation techniques we had previously utilized prior to its adoption.

Financial instruments consist of cash and cash equivalents, accounts receivable, installments receivable, collateralized receivables, accounts payable and secured borrowings.

Successful Efforts

ERHC uses the successful efforts method of accounting for oil and gas producing activities. Under this method, acquisition costs for proved and unproved properties are capitalized when incurred. Exploration costs, including geological and geophysical costs, the costs of carrying and retaining unproved properties and exploratory dry hole drilling costs, are expensed. Development costs, including the costs to drill and equip development wells and successful exploratory drilling costs to locate proved reserves are capitalized. Exploratory drilling costs are capitalized when incurred pending the determination of whether a well has found proved reserves. A determination of whether a well has found proved reserves is made shortly after drilling is completed. The determination is based on a process that relies on interpretations of available geologic, geophysic, and engineering data. If a well is determined to be successful, the capitalized drilling costs will be reclassified as part of the cost of the well. If a well is determined to be unsuccessful, the capitalized drilling costs will be charged to expense in the period the determination is made. If an exploratory well requires a major capital expenditure before production can begin, the cost of drilling the exploratory well will continue to be carried as an asset pending determination of whether proved reserves have been found only as long as: i) the well has found a sufficient quantity of reserves to justify its completion as a producing well if the required capital expenditure is made and ii) drilling of the additional exploratory wells is under way or firmly planned for the near future. If drilling in the area is not under way or firmly planned, or if the well has not found a commercially producible quantity of reserves, the exploratory well is assumed to be impaired, and its costs are charged to expense.

In the absence of a determination as to whether the reserves that have been found can be classified as proved, the costs of drilling such an exploratory well is not carried as an asset for more than one year following completion of drilling. If, after that year has passed, a determination that proved reserves exist cannot be made, the well is assumed to be impaired, and its costs are charged to expense. Its costs can, however, continue to be capitalized if sufficient quantities of reserves are discovered in the well to justify its completion as a producing well and sufficient progress is made in assessing the reserves and the well’s economic and operating feasibility.

The impairment of unamortized capital costs is measured at a lease level and is reduced to fair value if it is determined that the sum of expected future net cash flows is less than the net book value. ERHC determines if impairment has occurred through either adverse changes or as a result of the annual review of all fields.

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Development costs of proved oil and gas properties, including estimated dismantlement, restoration and abandonment costs and acquisition costs, are depreciated and depleted on a field basis by the units-of-production method using proved developed and proved reserves, respectively. The costs of unproved oil and gas properties are generally combined and impaired over a period that is based on the average holding period for such properties and the Company’s experience of successful drilling.

Asset Retirement Obligation

ERHC’s asset retirement obligation relates to the plugging and abandonment of certain oil and gas properties in Wichita Falls, Texas. The provisions of SFAS No. 143 require the fair value of a liability for an asset retirement obligation to be recorded and a corresponding increase in the carrying amount of the associated asset. The cost of the tangible asset, including the initially recognized asset retirement cost is depleted over the useful life of the asset. If the fair value of the estimated asset retirement obligation changes, an adjustment is recorded to the retirement obligation and the asset retirement cost. The offsetting ARO liability is recorded at fair value, and accretion expense recognized as the discounted liability is accreted to its expected settlement value. The fair value of the ARO asset and liability is measured using expected future cash out flows discounted at the Company’s credit adjusted risk free interest rate. These oil and gas properties were abandoned and written off during the year ended September 30, 1999 and the current liability is fully accreted and represents management’s best estimate of the fair value of the outstanding obligation. During the year ended September 30, 2009, the Company settled the asset retirement obligation by paying $120,000 and recognized a gain of $365,000

Impairment of Long-lived Assets

Income Taxes

Income taxes are accounted for under the under the assets and liability method. Under this method, the deferred tax assets and liabilities are estimated based upon the difference between the financial statement and tax bases of assets and liabilities using tax rates in effect for the year in which the Company expects the differences to affect taxable income. The tax consequences of most events recognized in the current year’s financial statements are included in determining income taxes currently payable. However, because tax laws and financial accounting standards differ in their recognition and measurement of assets, liabilities, equity, revenues, expenses, gains and losses, differences arise between the amount of taxable income and pretax financial income for a year and between the tax bases of assets or liabilities and their reported amounts in the financial statements. Because the Company assumes that the reported amounts of assets and liabilities will be recovered and settled, respectively, a difference between the tax basis of an asset or a liability and its reported amount in the balance sheet will result in a taxable or a deductible amount in some future years when the related liabilities are settled or the reported amounts of the assets are recovered, which gives rise to a deferred tax asset. The Company must then assess the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance.

The Company estimates the provision for income taxes based on income before income taxes for each tax jurisdiction in which the Company has established operations. The Company does not provide incremental U.S. income taxes on un-remitted foreign earnings taxed at rates less than the U.S. tax rates as such earnings are considered permanently invested.

On October 1, 2007, the Company adopted new FASB guidance on accounting for uncertainty in income taxes which provides a financial statement recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. Under the new guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance also extends to derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares outstanding, after giving effect to potentially dilutive common share equivalents outstanding during the period. Potentially dilutive common share equivalents are not included in the computation of diluted income (loss) per share if they are anti-dilutive. Diluted income (loss) per common share is the same as basic for all periods presented because the effect of potentially dilutive common shares arising from outstanding stock warrants and options was anti-dilutiveFor the year ended September 30, 2009, 2008 and 2007, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

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Stock-based Compensation

On October 1, 2005, ERHC began recording compensation expense associated with stock options and other forms of equity compensation in accordance with new fair value guidance issued by the Financial Accounting Standards Board and interpreted by the SEC.

New Accounting Pronouncements

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Note 2 - Fair Value of Financial Instruments

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2009 segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

	Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Cash and cash equivalents	$	22,428,728	$	-	$	-	$	22,428,728
Long-term investment		-		-		1,058,579		1,058,579

Total	$	22,428,728			$	-	$	23,487,307

Level 3 Losses

The table below sets forth a summary of changes in the fair value of the Plan’s level 3 assets for the year ended September 30, 2009:

	Long-Term Investment

Balance, beginning of year	$	-

Purchases		5,292,896

Write down to estimated fair value		(4,234,317	)

Balance, end of year	$	1,058,579

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Note 3 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following as of September 30, 2009 and 2008:

	2009		2008

Accounts payable	$	246,840	$	222,044
Accrued stock payable – success fee		4,803,750		4,803,750

	$	5,050,590	$	5,025,794

Note 4 – Revision to Financial Statements

ERHC revised its financial statements to report as a development stage company for the year ended September 30, 2006 and subsequent periods. Accordingly, the statements of operations, stockholders’ equity and cash flows include inception to date amounts. The consolidated statements of stockholders’ equity of the Company for the years ended from inception (September 5, 1995) through September 30, 1998 were audited by other auditors who are no longer members of the Public Company Accounting Oversight Board ("PCAOB") and whose reports for each of the years ended from inception (September 5, 1995) through September 30, 1998 expressed an unqualified opinion on those statements. Because the other auditors were no longer members of the PCAOB, the inception to date amounts shown in the accompanying statements of operations and statement of cash flows are considered unaudited.

Note 5 – Sao Tome Concession

In April 2003, the Company and the DRSTP entered into an Option Agreement (the “2003 Option Agreement”) in which the Company relinquished certain financial interests in the JDZ in exchange for exploration rights in the JDZ. The Company additionally entered into an administration agreement with the Nigeria-Sao Tome and Principe JDA. The administration agreement is the formal agreement by the JDA that it will fully implement ERHC’s preferential rights to working interests in the JDZ acreage as set forth in the 2003 Option Agreement and describes certain procedures regarding the exercising of these rights. However, ERHC retained under a previous agreement the following rights to participate in exploration and production activities in the EEZ subject to certain restrictions: (a) the right to receive up to two blocks of ERHC’s choice and (b) the option to acquire up to a 15% paid working interest in up to two blocks of ERHC’s choice in the EEZ. The Company would be responsible for its proportionate share of exploration and exploitation costs in the EEZ blocks.

The following represents ERHC’s current rights in the JDZ blocks.

JDZ Block #	ERHC Original Participating Interest (1)	ERHC Joint Bid Participating Interest	Participating Interest(s) Sold	Current ERHC Retained Participating Interest

2	30%	35%	43% (2)	22%
3	20%	5%	15% (3)	10%
4	25%	35%	40.5% (4)	19.5%
5	15%	(5)	(5)	15%
6	15%	(5)	(5)	15%
9	20%	(5)	(5)	20%

(1)	Original Participating Interest granted pursuant to the Option Agreement, dated April 2, 2003, between DRSTP and ERHC (the “2003 Option Agreement”).

(2)	In March 2006, ERHC sold an aggregate 28.67% participating interest to Sinopec and an aggregate 14.33% participating interest to Addax Ltd.

(3)	In February 2006, ERHC sold a 15% participating interest to Addax Sub.

(4)	By a Participation Agreement made in November 2005 and subsequently amended, ERHC sold 40.5% participating interest to Addax.

(5)	No contracts have been entered into as of the date hereof.

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This exercise of the Company’s rights was subject to the condition that if no license is awarded or a license is awarded and subsequently withdrawn by the JDA prior to the commencement of operations, ERHC will be entitled to receive its working interest in that block in a future license awarded for the block.

On March 15, 2006, Godsonic and ERHC (on behalf of the ERHC/Addax consortium) entered into an agreement wherein ERHC agreed to assign 9% of its interest in Block 4 to Godsonic subject to certain stipulated financial and other conditions to be fulfilled by Godsonic. On April 11, 2006, ERHC and Addax by an amendment to the Participation Agreement, agreed that Addax would acquire 7.2% of the 9% interest in the event that Godsonic failed to meet agreed upon conditions and foreclosed from the claims to the 9% interest. This would give Addax a total of 40.5% interest and ERHC 19% in Block 4.

In March 2006, ERHC sold a 28.67% participating interest in Block 2 of the JDZ to Sinopec International Petroleum Exploration and Production Corporation Nigeria (“Sinopec”), and a 14.33% participating interest in Block 2 of the JDZ to Addax Energy Nigeria Limited (“Addax Ltd.”) leaving a 22% participating interest in Block 2 to the Company. In exchange, Sinopec paid ERHC $13.6 million and Addax Ltd. paid ERHC $6.8 million in the second quarter of fiscal 2006. Under the participation agreement among ERHC, Sinopec and Addax Ltd., Sinopec will serve as operator, and Sinopec and Addax Ltd. will pay all of ERHC’s future costs in respect of petroleum operations in Block 2. Sinopec and Addax Ltd. are entitled to 100% of ERHC’s allocation of cost plus up to 50% of ERHC’s allocation of profit until they recover 100% of the costs they advanced on behalf of ERHC and Sinopec is to receive 6% interest on its future costs, up to $35 million, but only to the extent that those interest costs are recoupable out of production.

ERHC sold various participating interests in Blocks 2, 3 and 4 (as noted above) during 2006 for total cash proceeds of $45,900,000. Following is an analysis of the sale of the participating interests in blocks 2, 3 and 4.

	Cost Basis		Cash Proceeds		Success Fees (1)		Gain Loss

Block 2	$	946,500	$	20,400,000	$	12,958,250	$	6,495,250

Block 3		946,500		7,500,000		-		6,553,500

Block 4		946,500		18,000,000		-		17,053,500

Total	$	2,839,500	$	45,900,000	$	12,958,250	$	30,102,250

(1) See Note 6

ERHC’s goal is to enter into agreements to exploit its interests in Blocks 5, 6 and 9 also. Additionally, the Company intends to exploit its rights in the EEZ.

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Note 6 – DRSTP Success Fee

ERHC agreed to pay a $3 million cash success fee ($1.5 million was paid in March 2006 and the remaining $1.5 million was paid in March 2007) to Feltang International Inc., a British Virgin Island company that was responsible for obtaining Sinopec’s participation in Block 2. ERHC will also issue to Feltang 5,250,000 shares of common stock and warrants to purchase 6,500,000 shares at an exercise price of $0.355 per share. The common stock was valued at $4,803,750 (included in accounts payable at September 30, 2009, 2008, 2007 and 2006) based on the quoted market value of the common stock on the date Sinopec signed the production sharing agreement. The warrants were valued at $5,154,500 based on a valuation using the Black-Scholes Option Pricing Model and the following assumptions; market price of $0.915, strike price of $0.355, volatility of 115%, interest rate of 4.42%, dividend yield of 0% and expected life of 4 years.

Upon sale of the participation interests, ERHC removed the entire cost of the related blocks due to the uncertainty surrounding their unproved interests.

Note 7 – Convertible Debt

At September 30, 2009 and 2008, ERHC had $33,513 of nonaffiliated convertible debt and $10,561 and $8,719, respectively, of accrued but unpaid interest outstanding, respectively. At September 30, 2009 and 2008, this note was in default and ERHC was unable to locate the investor. If the outstanding convertible debt were converted using the conversion price of $0.20 per share, ERHC would be required to issue 220,370 shares of common stock based on an outstanding principal amount of $33,513 and accrued interest of $10,561.

Note 8 – Income Taxes

At September 30, 2009, ERHC had a consolidated net operating loss carry-forward (“NOL”) of approximately $13,775,097.

The composition of deferred tax assets and the related tax effects at September 30, 2009 and 2008 are as follows:

	2009			2008

Net operating losses	$	4,683,533		$	1,430,118
Income tax receivable		2,018,398			2,018,398
Accrual for asset retirement		-			164,900
Allowance for loss on deposits		1,439,668			-
Accrued stock-based compensation		88,587			-

Total deferred tax assets		8,230,186			3,613,416
Valuation allowance		(6,211,788	)		(1,595,018	)

Net deferred tax asset	$	2,018,398		$	2,018,398

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The $2,018,398 deferred tax asset at September 30, 2009 and 2008, represents a refundable amount of $2,018,398 to be claimed by ERHC because of overpayment made in its 2006 tax return.

The difference between the income tax benefit (provision) in the accompanying statement of operations and the amount that would result if the U.S. federal statutory rate of 34% were applied to pre-tax income (loss) for years ended September 30, 2009, 2008 and 2007, is as follows:

	2009			2008			2007

Income tax benefit (provision) at federal statutory rate	$	2,597,254		$	1,033,870		$	1,183,167
Change in valuation allowance		(2,575,312	)		(978,877	)		1,998,759
Expiration and adjustment of NOL’s		-			-			(1,364,518	)
Director’s stock compensation		-			(24,633	)		(30,090	)
Consultants stock option expense		-			-			(59,650	)
State income tax		-			-			-
Penalties		(11,982	)		-			(3,621	)
Other		(10,000	)		-			(1,047	)

Income tax benefit (provision)	$	-		$	30,360		$	1,723,000

In preparing the Company’s consolidated financial statements, the Company assesses the likelihood that its deferred tax assets will be realized from future taxable income. The Company establishes a valuation allowance if it determines that it is more likely than not that some portion of the deferred tax assets will not be realized. Changes in the valuation allowance, when recorded, would be included in its consolidated statements of operations as a provision for (benefit from) income taxes. The Company exercise significant judgment in determining its provisions for income taxes, its deferred tax assets and liabilities and its future taxable income for purposes of assessing its ability to utilize any future tax benefit from its deferred tax assets. During 2009, the Company assessed the need for a valuation allowance against its deferred tax assets. The deferred tax asset valuation allowance was $6,211,788 as of September 30, 2009. The valuation allowance relates primarily to the net operating losses and various expense deductions for which a tax benefit is currently unavailable .

At September 30, 2009, the Company has Federal net operating loss carry forward of approximately $13,755,097. The federal loss carry forward expires on various dates through 2029.

FIN 48

On October 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” , which provides a financial statement recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures.

The Company is subject to taxation in the United States and various foreign jurisdictions. The Company’s tax years for 2005 through 2008 are subject to examination by the tax authorities. The Company is currently under examination by the Internal Revenue Service for the 2006 tax year.

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Note 9 – Shareholders’ Equity

Common Stock Issued for Services:

During the years ended September 30, 2009, 2008 and 2007, ERHC issued 1,111,875 shares of common stock for payment of director and employee services as follows:

(i)

315,000 shares to Directors for 2009 services rendered and the fair value of $226,800 was recorded by the Company.

(i)

240,000 shares to Directors for 2005 services rendered (these shares were issued in the second quarter of 2009.

(iii)

46,875 shares to company non-management staff for 2009 services rendered and the fair value of $33,755 was recorded by the Company.

(iv)

210,000 shares for 2008 services rendered and fair value of $72,450 was recorded.

(v)

300,000 shares for 2007 services rendered and fair value of $88,500 was recorded.

Common Stock Issued Upon Exercise of Warrants:

During 2007, 5,625,000 warrants were exercised on a cashless basis for 2,949,587 shares of common stock.

Stock Options:

On January 1, 2005, ERHC issued options to purchase a total of 1,750,000 shares of common stock, upon completion of a full year of service to three consultants as part of their initial compensation packages. These options have an exercise price of $0.20 per share and vested on December 31, 2005. Fair value of $816,550 was calculated using the Black-Scholes Model. Variables used in the Black-Scholes option-pricing model during the year ended September 30, 2006, include (1) 4.57% discount rate, (2) warrant life is the expected remaining life of the options as of each year end, (3) expected volatility of 115%, and (4) zero expected dividends. These options were exercised, on a cashless basis, during the year ended September 30, 2006, for a total of 1,339,030 shares.

During the year ended September 30, 2007, the Company issued 1,000,000 options to purchase common stock of the Company to an employee. These options are for a term of three years, have an exercise price of $0.43 and vest over one year. Fair value of $223,900 was calculated using the Black-Scholes Model. Variables used in the Black-Scholes option-pricing model during the year ended September 30, 2007, include (1) 4.90% discount rate, (2) warrant life is the expected remaining life of the options as of each year end, (3) expected volatility of 75.00%, and (4) zero expected dividends. Option expense of $48,460 and $175,440 was recorded during the years ended September 30, 2008 and 2007, respectively, related to these options.

Stock Warrants

During the year ended September 30, 2009, 2008 and 2007, a total of 8,741,940 warrants expired unexercised as shown in the table below. These warrants had exercise prices ranging from $0.25 per share to $3.00 per share. At September 30, 2009, $6,500,000 warrants remain outstanding with an exercise price of $0.36 per share and expiring on April 14, 2010, indicating a remaining life of 0.5 years.

Stock Warrants / Stock Options Summary

Information regarding warrants/options, their respective changes and their weighted average exercise prices as of and for the fiscal years ended September 30, 2009, 2008 and 2007 are as follows:

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				Weighted Average Exercise		Market Price Intrinsic				Weighted Average Exercise		Exercise Price Intrinsic
Description	Warrants			Price		Value		Options		Price		Value

Balance at September 30, 2006		20,866,940		$	0.37	$	-		-	$	-	$	-

Granted		-			-				1,000,000		0.43
Exercised(a)		(5,625,000	)		0.20				-		-
Expired or cancelled.		(1,840,000	)		0.50				-		-

Balance at September 30, 2007		13,401,940			0.43		-		1,000,000		0.43		-

Granted		-			-				-		-
Exercised		-			-				-		-
Expired or cancelled.		(4,281,940	)		0.31				-		-

Balance at September 30, 2008		9,120,000			0.36		-		1,000,000		0.43		-

Granted		-			-				-		-
Exercised		-			-				-		-
Expired or cancelled.		(2,620,000	)		0.36				-		-

Balance at September 30, 2009		6,500,000			0.36				1,000,000		0.43		0.29

Exercisable		-							1,000,000		0.43

(a) During 2007, 5,625,000 warrants were exercised on a cashless basis for 2,949,587 shares of common stock.

The 1,000,000 Options outstanding at September 30, 2009 are fully vested, have a weighted average exercise price of $0.43 per share, and a weighted average remaining contractual life of 0.2 year. These options expired

Note 10 – Commitments and Contingencies

Legal Proceedings

DOJ, SEC and U.S. Senate Committee Subpoenas. On May 4, 2006, a search warrant issued by the U.S. District Court of the Southern District of Texas, Houston Division, was executed on ERHC seeking various records including, among others, documents, if any, related to correspondence with foreign governmental officials or entities in Sao Tome and Nigeria. The search warrant cited, among other things, possible violations of the FCPA, Section 10(b) of the Exchange Act, Rule 10b-5 under the Exchange Act and criminal conspiracy and wire fraud statutes. ERHC filed suit in federal district court in Texas in June 2006 seeking to protect the Company’s attorney-client privileged documents and to allow its counsel to determine the factual basis for the DOJ’s search warrant affidavit, which is currently under seal.

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A related SEC subpoena was issued on May 9, 2006, and a second related subpoena issued on August 29, 2006. The subpoenas request from ERHC a range of documents including all documents related to correspondence with foreign governmental officials or entities in Sao Tome and Nigeria, personnel records (specifically, those regarding the Company’s former Chief Financial Officer, Franklin Ihekwoaba) and other corporate records. The Company has been actively responding to both subpoenas.

On July 5, 2007, U.S. Senate Committee on Homeland Security and Governmental Affairs’ Permanent Subcommittee on Investigations served ERHC with a subpoena, in connection with its review of matters relating to the potential abuse of payments made to foreign governments. The subpoena, as amended on July 18, 2007, seeks documents and information regarding ERHC’s activities, particularly those related to the acquisition of ERHC’s interests in the Gulf of Guinea. ERHC’s attorneys, Akin Gump Strauss Hauer & Feld LLP, are assisting ERHC in responding to all subpoenas.

The Company anticipates that these investigations may be lengthy and do not know when they will conclude. If violations are found, the Company may be subject to criminal, civil and/or administrative sanctions, including substantial fines, and the resolution or disposition of these matters could have a material adverse effect on its business, prospects, operations, financial condition and cash flows.

ERHC/Addax Arbitration. Addax, our consortium partner in JDZ Block 4, claimed entitlement under our existing agreements to 7.2% out of the recovered 9% interest in Block 4, leaving 1.8% remaining with ERHC. In July 2008, the London Court of International Arbitration (LCIA) confirmed that under the Participation Agreement between the parties in respect of JDZ Block 4, no further consideration is payable by Addax Petroleum to ERHC for Addax Petroleum’s 7.2 percent share of the 9 percent recovered by the ERHC/Addax consortium from Godsonic upon the failure of Godsonic to meet certain financial obligations under which the 9 percent was to have been transferred to Godsonic.

Lakeshore Arbitration. In October 2006, Lakeshore Capital Limited (“Lakeshore”) filed an arbitration claim against ERHC seeking $4,400,000 for the alleged value of 4,500,000 shares of ERHC common stock and for a warrant to purchase 1,500,000 shares at an exercise price of $.20 per share, including interest and costs, as compensation for financial consultancy and related services rendered under a contract with ERHC dated May 20, 2002 and mediation conducted by the American Arbitration Association which resulted in the payment of $250,000 to Lakeshore. Pursuant to the Settlement Agreement dated May 16, 2007, the arbitration was discontinued with prejudice.

Godsonic Negotiations. In July 2007, ERHC and Godsonic commenced negotiations over relinquishment by Godsonic of any claims by Godsonic to entitlement to a 9% from the ERHC/Addax bid interest in JDZ Block 4. The parties reached a settlement in August 2007 which resulted in Godsonic’s relinquishment of all claims to the 9% interest in Block 4.

JDZ Blocks 5 & 6. On November 3, 2008, the Company filed a suit in Nigeria to prevent any tampering with its rights in JDZ Blocks 5 and 6. The lawsuit comes after the JDA and the Joint Ministerial Counsel (JMC) of the Nigeria-Săo Tomé and Príncipe JDZ failed to give a satisfactory response to the Company’s letters seeking clarification on the Company’s rights in JDZ Blocks 5 and 6 following media reports stating that the JMC had approved of the Company’s removal from the Blocks. The Company was awarded a 15 percent working interest in each of the Blocks in a 2005 bid/licensing round conducted by the JDA, following the exercise by ERHC of preferential rights in the Blocks as guaranteed by contract and treaty. If the Company fails to prevail in its lawsuit, there could be significant adverse affects on the Company’s future planned operations in JDZ Blocks 5 & 6.

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Operating Lease

ERHC leases office space at 5444 Westheimer Road, Houston, Texas. The lease for office space expires December 2011. The monthly base rent payment is $8,920 for approximately 5,200 square feet. During the years ended September 30, 2009, 2008 and 2007, ERHC incurred lease expenses of $107,040, $104,330 and $107,124, respectively. The future remaining annual lease payments under this lease are as follows:

Year Ending September 30,	Amount

2010		$	107,040
2011			107,040
2012			26,760

Note 11 – Related Party Transactions

Mr. Emeka Offor resigned, effective August 12, 2007, as ERHC’s non-executive Chairman of the Board. As of September 30, 2007, Mr. Offor, through Chrome Oil Services, Ltd. (“Chrome”) and Chrome Energy, LLC (“Chrome Energy”), beneficially owns approximately 43% of the common stock of ERHC. He has been compensated as a director of the Company as follows:

Year	Cash Compensation		Common Stock Issuances		Value of Common Stock Issuances		Total Compensation
2009	$	-		-	$	-	$	-
2008		-		-		-		-
2007		38,100		60,000		17,700		55,800

At September 30, 2007, ERHC owed Chrome Energy, the entity controlled by Mr. Offor, $62,314 for furniture. This liability was fully paid during the year ended September 30, 2008.

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Note 12 – Quarterly Financial Information (Unaudited)

For the Year Ended September 30, 2009

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter

General and administrative expenses	$	710,181		$	943,714		$	1,270,463		$	1,945,127
Interest expense		461			461			461			460
Other income		281,535			130,640			-			9,554
Provision for loss on deposits		-			-			(2,117,158	)		(2,119,059	)
Benefit (provision) for income tax		-			-			-			-
Net loss attributable to common stockholders		(429,107	)		(804,535	)		(3,379,743	)		(3,705,531	)
Basic and diluted earnings per share		(0.00	)		(0.00	)		(0.00	)		(0.01	)

For the Year Ended September 30, 2008

	First				Second				Third				Fourth
	Quarter				Quarter				Quarter				Quarter

General and administrative expenses		$	1,018,167			$	1,170,240			$	828,692			$	1,263,044
Interest expense			461				461				460				461
Other income			431,863				322,962				225,079				261,285
Benefit (provision) for income tax			-				-				-				(30,360	)
Net loss attributable to common stockholders			(586,765	)			(847,739	)			(604,073	)			(1,032,580	)
Basic and diluted earnings per share			(0.00	)			(0.00	)			(0.00	)			(0.00	)

For the Year Ended September 30, 2007

	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter

General and administrative expenses	$	1,334,313		$	1,181,541		$	1,083,539		$	1,377,372
Interest expense		461			461			461			460
Other income		543,632			540,495			457,541			457,036
Gain (loss) on settlements		-			-			(500,000	)		-
Benefit (provision) for income tax		269,000			197,000			539,241			717,759
Net loss attributable to common stockholders		(522,142	)		(444,507	)		(587,218	)		(203,037	)
Basic and diluted earnings per share		(0.00	)		(0.00	)		(0.00	)		(0.00	)

The sum of the individual quarterly basic and diluted loss per share amounts may not agree with year-to-date basis and diluted loss per share amounts as a result of each period’s computation being based on the weighted average number of common shares outstanding during that period.

Note 13 – Subsequent Events

The Company has evaluated all subsequent events through December 10, 2009, the date of this filing, and concluded there were no significant events to be reported.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to ERHC Energy, including its consolidated subsidiaries, is made known to the officers who certify ERHC’s financial reports and to other members of senior management and the Board of Directors.

Based on their evaluation, ERHC’s principal executive and principal financial officers have concluded that ERHC’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of September 30, 2009 to ensure that the information required to be disclosed by ERHC in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Our officers also concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Management of ERHC is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). ERHC’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of ERHC’s internal control over financial reporting as of September 30, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, management, with the participation of the Chief Executive Officer and Chief Financial Officer, concluded that, as of September 30, 2009, ERHC’s internal control over financial reporting was effective.

The effectiveness of ERHC’s internal control over financial reporting as of September 30, 2009 has been audited by Malone & Bailey PC, an independent registered public accounting firm who audited ERHC’s consolidated financial statements as of and for the year ended September 30, 2009, as stated in their report, which is included under “Item 8. Financial Statements and Supplementary Data.”

Changes in Internal Control Over Financial Reporting

There were no changes in ERHCs internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended September 30, 2009, that have materially affected, or are reasonably likely to materially affect, ERHC’s internal control over financial reporting.

Item 9B. Other Information

None.

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PART III

Item 10. Directors and Executive Officers of the Registrant; and C orporate Governance

The following are the Directors and Principal Executive Officer of the Company as of November 30, 2009 (1):

Name	Age	Position

Howard Jeter	62	Director
Andrew Uzoigwe	67	Director
Peter C. Ntephe	43	Chief Operating Officer and Acting Chief Executive Officer

(1)	Clement Nwizubo has served as Director and Audit Committee Chairman from March 2006 until his death in June 2009.

Ambassador (rtd.) Howard F. Jeter has served as a Director since April 2005. Ambassador Jeter retired from the State Department in 2003 after a distinguished 27 year career in the Foreign Service. He retired with the rank of Career Minister.

Ambassador Jeter served as the United States Ambassador to Nigeria, 2000-2003. He also served as Deputy Assistant Secretary of State for African Affairs, State Department Director for West Africa, President Clinton's Special Envoy for Liberia, and Ambassador to Botswana, respectively. Ambassador Jeter was Deputy Chief of Mission and later Charge d’Affaires, ad interim, in Lesotho and Namibia. He also had multi-year assignments in Tanzania and Mozambique. Ambassador Jeter has lived and worked in Africa for more than 18 years.

Ambassador Jeter was the recipient of numerous awards and commendations, including the Presidential Meritorious Service Award, Superior Honor Awards, and several Performance Awards. He received the prestigious Bennie Trailblazer Award from Morehouse College and the International Peace and Justice Award from the Rainbow-Push Coalition, led by Reverend Jesse Jackson. Ambassador Jeter is a member of the Council on Foreign Relations, the American Foreign Service Association, and Phi Beta Kappa. He earned his Bachelor of Arts Degree, with Honors, from Morehouse College and Master's Degrees in International Relations/Comparative Politics and African Studies from Columbia University and UCLA respectively.

Following his retirement from the State Department, Ambassador Jeter began a career as an international business consultant, with a special focus on investment and trade promotion with Africa. In 2006, he was named President and CEO of the Leon H. Sullivan Foundation, a non-governmental organization dedicated to preserving the work and legacy of Reverend Leon H. Sullivan. Ambassador Jeter retired from the Sullivan Foundation in June, 2008.

Ambassador Jeter chaired the Africa Advisory Group of the U.S. Export-Import Bank, 2006- 2007, and currently serves on the Board of Directors of Africare and the Center for International Affairs at Morehouse College. In Nigeria, he is an Honorary Board Member of the Anyiam-Osigwe Foundation, the Outreach Foundation, and was recently named to the International Advisory Board of the Ken Nnamani Centre for Leadership and Development. In May 2008, Ambassador Jeter moderated a plenary session at the U.S.-China Forum on Sustainable Energy and Environment in Beijing, co-sponsored by the U.S. Chamber of Commerce Institute for 21st Century Energy. He also was a member of the New York-based East West Institute’s (EWI) delegation to the second round of the U.S.-China High Level Security Dialogue, co-hosted by the EWI and the China Institute of International Studies.

Andrew Uzoigwe has served as a Director since April 2005. Dr. Uzoigwe started his career with Dow Chemical Company where he held various senior positions in its Walnut Creek Research Center and in its Specialty Chemicals Facility in Pittsburgh, California. He joined the Nigerian National Petroleum Corporation (NNPC) in 1981. During his tenure at NNPC, Dr. Uzoigwe held several senior technical and management positions including Chief Engineer and Project Coordinator (Petrochemicals), Group General Manager (R&D Division), Managing Director of NNPC’s Refining and Petrochemicals subsidiaries. In 1999 he was appointed the Group Executive Director (Exploration & Production) a position he held until he retired from NNPC in 2002. Dr. Uzoigwe has also served in the Governing Boards of Raw Material Research and Development Council, National Management Agency. He has traveled extensively on numerous professional and official assignments on behalf of NNPC and the Nigerian Government. Dr. Uzoigwe is a Registered Professional Mechanical Engineer and a Registered Professional Chemical Engineer in the State of California. He is a fellow of the Nigerian Society of Chemical Engineers and a Fellow of the Polymer Institute of Nigeria. He has a BSc (Mechanical Engineering) and a Master of Business Administration from University of California at Berkley. He also holds Msc and PhD degrees in Petroleum and Chemical Engineering from Stanford University California.

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Peter Ntephe has been the Chief Operating Officer and acting Chief Executive Officer of ERHC Energy from 2008. Mr. Ntephe has been involved in fundamental aspects of the Company's executive management since 2001, having joined initially as Corporate Secretary. His roles have included key participation in the negotiation, securing and maintenance of the Company's oil and gas interests in the Gulf of Guinea. As Chief Operating Officer and acting Chief Executive Officer, he oversees the executive management of ERHC Energy and its subsidiaries. He is responsible for ensuring that the group's strategic objectives are met. Mr. Ntephe has had a career spanning over 22 years, in the public and private sectors. Mr. Ntephe has a Master of Science degree from the University of Oxford. He also has three degrees in law (including one with a specialization in regulatory issues from the University of London) and a degree in management from Brunel University, London. Mr. Ntephe has taught Business Law as part of adjunct faculty in the Business School of the American Intercontinental University, London.

Mr. Ntephe, like all officers, serves at the discretion of the Board of Directors, subject to contract. There are no family relationships between or among any Executive Officers and Directors. There are no arrangements or understandings between any Executive Officer or Director and any other person pursuant to which he was or is to be selected as an Executive Officer or Director.

Our other executive officers are as follows:

David Bovell, Vice President - Corporate Development - David A. Bovell 52, has held the position of Vice President - Corporate Development since May 2008. Prior to joining the ERHC and since 1993, Mr. Bovell served as a Managing Director for Green Corporate Finance Ltd, in the United Kingdom. Green Corporate Finance is an independent company advising small and medium sized companies on corporate finance, strategy and restructuring, including listing on stock exchanges. Mr. Bovell has a Bachelor of Commerce in Economics & Financial Management from the University of Cape Town. He is a Certified institute of Chartered Accountants (South Africa), and a member of UK Institute of Chartered Management Accountants.

Daniel Gralla, Vice President - Technical - Daniel S. Gralla is the Vice President Technical of ERHC Energy Inc. and its subsidiaries and has held that position since December 2008. Prior to joining ERHC and since 1993 Mr. Gralla served as an Engineering Consultant for Kerr McGee, Arco, ConocoPhillips and Aspect Energy. Mr. Gralla has 25 years of technical experience as a petroleum engineer working for both major and independent oil and gas exploration and production companies. Mr. Gralla has a Bachelor of Science in Petroleum Engineering from the Colorado School of Mines.

Sylvan Odobulu 49, is the Financial Controller and Principal Accounting Officer of ERHC. He directs the daily operation of ERHC’s finance function, including treasury, budgeting, auditing, tax, accounting, capital purchasing, investor relations, forecasting and insurance activities. In this capacity, Mr. Odobulu is responsible for regulatory and disclosure issues including preparation of financial statements and other requisite disclosure documents, accounting, payroll, tax and audit matters, including liaison with external auditors, maintenance of financial controls, liaison with various governmental and regulatory agencies, as well as procurement and logistics. Mr. Odobulu provides counsel to ERHC’s President & CEO relating to financial and tax considerations and develops long-range strategies to establish and maintain the Company’s financial self-sufficiency, establishes ERHC’s accounting systems and procedures to ensure they are up-to-date and in compliance with all applicable statutory and regulatory requirements, and provides advice and review for compliance with appropriate statutory and regulatory requirements. Additionally, Mr. Odobulu prepares and issues quarterly and annual audited financial statements and reports. Prior to joining ERHC and since 1999, Mr. Odobulu was employed by Ernst and Young LLP, serving in various capacities, most recently as an Accounting Supervisor. He holds a Bachelor of Science degree from the University of North Texas, majoring in Accounting.

Compensation of Directors

The Company's Directors’ compensation program is designed to enhance the Company's ability to attract and retain highly qualified Directors and to align their interests with the long-term interests of the Company's shareholders. The program consists of both a cash component, designed to compensate independent Directors for their service on the Board and its Committees, and an equity component, designed to align the interests of independent Directors and shareholders.

The number of stock awards granted to each director during years prior to the 2009 fiscal year was determined by reference to the awards in an equal amount that would yield thirty to fifty percent of total compensation of each director. In 2009 fiscal year, based on the recommendations of Compensation Committee, the Company increased total compensations for Directors for serving on the Board. Stock awards to Directors are restricted shares under Rule 144 of the Securities Act of 1933, but they include no conditions for vesting.

Cash Compensation - During 2009, the basic annual cash retainer paid to each Director (other than the Board Chairman) was $20,000. Each Board member is paid a meeting fee of $1,500 per Board meeting attended.

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The Chairman of the Audit Committee is paid an annual retainer of $10,000. The Chairman of the Compensation Committee is paid an annual retainer of $5,000. The Chairman of the Governance and Nominating Committee is paid an annual retainer of $5,000. Each member of the Audit Committee is paid an annual retainer of $3,125. Each member of the Compensation Committee is paid an annual retainer of $2,500. Each member of the Governance and Nominating Committee is paid an annual retainer of $2,500. In addition, each member of a Committee is paid a meeting fee of $1,000 per Committee meeting attended.

The following table sets forth information concerning total director compensation during the 2009 fiscal year for each non-employee director:

Name	Fees Earned or Paid in Cash		Stock Awards (1)		Option Awards (2)		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total

Howard Jeter	$	82,125	$	83,183	$	-	$	-	$	-	$	-	$	165,308
Andrew Uzoigwe		76,625		83,183		-		-		-		-		159,808
Clement Nwizubo (2)		59,250		83,183		-		-		-		-		142,433

(1)

The amounts included in the “Stock Awards” column represent the compensation cost recognized by the Company in 2008 related to non-option awards to directors, computed in accordance with Statement of Financial Accounting Standards No. 123(R), or SFAS No. 123(R). As of September 30, 2009, no non-employee directors had any aggregate outstanding deferred shares. The amounts included in the “Stock Awards” column represent the compensation cost recognized by the Company in 2009 related to non-option awards to directors, computed in accordance with Statement of Financial Accounting Standards No. 123(R), or SFAS No. 123(R). As of September 30, 2008, no non-employee directors had any aggregate outstanding deferred shares. The number of shares underlying stock awards to directors during fiscal 2009 were as follows: Howard Jeter – 165,000 shares, Andrew Uzoigwe – 165,000 shares and Clement Nwizubo – 165,000 shares. The disclosure relates solely to grants of restricted stock (Under Rule 144) in 2009. Certain of the shares awarded to directors in 2009 have not been issued.

(2)	The amounts included in the “Option Awards” column represent the compensation cost recognized by the Company in related to stock option awards to directors, computed in accordance with SFAS No. 123(R). There were no stock option awards to directors in 2009.

No table of the grant date fair value of stock option and deferred share awards made to each non-employee director has been included because no stock option or deferred share awards occurred during 2009.

It is expected that the directors will receive compensation in fiscal 2010.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s Directors and Executive Officers, and persons who own beneficially more than ten percent (10%) of the common stock, to file reports of ownership and changes of ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to the Company. Based solely on the reports received and the representations of the reporting person, the Company believes that these persons have complied with all applicable filing requirements during the fiscal year ended September 30, 2009.

Corporate Governance

The Board of Directors has adopted a Code of Ethics to govern the conduct of all of the Officers, Directors and employees of the Company. In addition, the Board has adopted Charters for its Governance and Nominating Committee, Audit Committee and Compensation Committee. The Code of Ethics and Committee Charters, along with ERHC’s FCPA Policy and Whistleblower Protection Policy, can be accessed on the Company’s website www.erhc.com

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Director Independence

The Company’s Board of Directors is required to have a majority of independent directors and has adopted director independence guidelines based upon and as defined in the NASDAQ listing standards. The Company is not listed on NASDAQ and is not subject to the rules of NASDAQ but applies the rules established by NASDAQ to establish director independence. The Company’s Board of Directors periodically analyzes the independence of each director and has determined that the following directors meet the standards of independence under our Corporate Governance Guidelines and director independence guidelines, including that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment: Messrs. Jeter and Uzoigwe. No Director is deemed independent unless the Board affirmatively established his/her independence.

Audit Committee

The Company’s Audit Committee is constituted of Messrs. Jeter and Uzoigwe. The ultimate responsibility for good corporate governance rests with the Board, whose primary role is oversight, counseling and direction to the Company's management in the best long-term interests of the Company and its stockholders. The Audit Committee, in accordance with its charter, has been established for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the Company's annual financial statements. As described more fully in its charter, the purpose of the Audit Committee is to assist the Board in its general oversight of the Company's financial reporting, internal controls and audit functions. Management is responsible for the preparation, presentation and integrity of the Company's financial statements; establishing and applying accounting and financial reporting principles; designing and implementing systems of internal controls; and establishing procedures designed to reasonably assure compliance with accounting standards, applicable laws and regulations. The Company's independent auditing firm is responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted auditing standards. In accordance with law, the Audit Committee has ultimate authority and responsibility to select, compensate, evaluate and, when appropriate, replace the Company's independent auditors. The Audit Committee has the authority to engage its own outside advisers, including experts in particular areas of accounting, as it determines appropriate, apart from counsel or advisers hired by management. All of the members of the Audit Committee meet the independence and experience requirements of the SEC. The Board of Directors determined that Mr. Nwizubo qualifies as an “Audit Committee Financial Expert” as defined by the SEC; however, since his death in June 2009, the Board has been conducting a search for his replacement.

The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent auditors, nor can the Audit Committee certify that the independent auditors are “independent” under applicable rules. The Audit Committee serves a Board-level oversight role, in which it provides advice, counsel and direction to management and the auditors on the basis of the information it receives, discussions with management and the auditors, and the experience of the Audit Committee's members in business, financial and accounting matters. Stockholders should understand that the designation of “an Audit Committee Financial Expert” is an SEC disclosure requirement related to Mr. Nwizubo’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose on Mr. Nwizubo’s any duties, obligations or liability greater than generally imposed on them as members of the Audit Committee and the Board, and this designation as an Audit Committee Financial Expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board.

Item 11. Executive Compensation

Compensation Discussion and Analysis

The following discussion and analysis of compensation arrangements of our named executive officers should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans, as well as considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion.

Overview

ERHC’s current business activity is to exploit its assets, which are rights to working interests in exploration acreage in the JDZ between the DRSTP and the FRN and in the EEZ. Our current business plan is based on attracting and retaining a limited group of highly qualified professionals. ERHC had 5 employees at September 30, 2009 and 2008.

At this time in our development, it is critical to retain and motivate our current employees, as well as attract new talented personnel to the Company, in order to continue to work on the implementation of our business plan. The Company offers a competitive compensation and benefits package to enable us to recruit new employees and retain our current employees. The same benefits are generally available to each of our employees regardless of position.

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Compensation Philosophy and Objectives

Our executive compensation program and objectives are based on our need to attract and retain executives with the talent and experience necessary for ERHC to achieve its goal of fully developing its assets. ERHC competes with large energy companies that have substantially greater resources. Therefore, the Company must provide a total compensation package that is sufficiently competitive to attract and retain the required executive personnel. In determining a total compensation package, the Company does not rely on benchmarking to determine total compensation or any material element of compensation. Because we are a developing company, we sometimes use a combination of equity and cash as a compensation incentive. Our compensation and benefits include:

•	a base salary rate typically targeted at a level that is competitive in our market as determined by the Compensation Committee,

•	other equity awards, including equity grants to new hires to attract talented personnel and occasional grants of options/restricted shares to retain our talented employees, and

•	a comprehensive benefits package.

Since 2004, the equity portion of annual incentives has been paid primarily in restricted Company common stock. The incentive amount is generally converted to shares based on the closing price of the Company’s common stock on the date of grant.

Compensation Consultant

Each year, the Compensation Committee, working with independent compensation experts, evaluates the compensation earned by executive officers to assess if it is reasonable and adequate to retain the services of those executive officers and recommends to the Board of Directors appropriate compensation for the Named Executive Officers. The Board reviews such recommendations and then adopts compensation for the upcoming year. As the Company grows, it intends to explore more complex procedures for evaluating and fixing compensation for its executive officers.

Role of Compensation Committee and Executive Officers in Compensation Decisions

The Compensation Committee has the responsibility to review and approve annual compensation, including the competitiveness of the total compensation package, for the Chief Operating Officer and Acting Chief Executive Officer, the Technical Vice President, the Controller and Head Office Administrator, Principle Financial Officer, and Vice President - Corporate Development (collectively, the “Executive Officers”). The Compensation Committee endeavors to provide a compensation package for the Executive Officers that they believe is reasonable and competitive. Generally, the components of compensation provided to our Executive Officers are similar to those provided to our general employee population.

Base salaries, annual incentives and other equity awards for the Executive Officers are based on comparative industry salary produced by compensation consultant hired by the Committee. The Compensation Committee makes the final determination as to base salaries, annual incentives and equity awards for each of the Executive Officers based on Company performance and executive performance and their understanding of the employment market.

2009 Executive Compensation

Base Salaries

Base salaries for our Executive Officers and other employees are designed to be comparable to like positions in the marketplace from where we recruit. These competitive salaries are proposed by the Compensation Committee based on their familiarity with the current market for employees with similar qualifications.

Equity Awards

Overview

We may grant restricted stock, stock options and other equity-based awards to employees, consultants and non-employee directors under our 2004 Plan. As previously mentioned, our annual grants of equity awards are tied to the achievement of our annual performance objectives. Equity awards are also used for new hire incentives. We do not have a formal policy for the timing of granting equity awards but do not time equity awards to increase the economic value of the award to plan participants.

The Board has authorized the Compensation Committee to act on behalf of the Board in granting equity-based awards, including restricted stock and stock options, to eligible employees and consultants (other than Executive Officers).

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We do not currently intend to grant stock or stock options except under limited circumstances, including stock awards granted to a director upon his or her initial election to the Board. Under the provisions of the 2004 Plan, stock awards or stock options cannot be granted at an exercise price of less than the closing price of a share of the Company’s common stock as reported on NASDAQ on the date of grant of such stock options. All equity grants to Executive Officers must be approved by the Compensation Committee or a subcommittee thereof. Stock options or stocks granted to members of the Board must be approved by the Compensation Committee.

Retention Plan

In 2006, the Compensation Committee granted stock options to the Technical Vice President in an effort to provide an employment incentive and encourage retention through this crucial stage in our operations. The options vest upon completion of one year of service from the grant date. The exercise price of each of the grants was set at the closing price of the Company’s common stock on the date of grant. The Technical Vice President’s grant consisted of 1,000,000 stock options with an exercise price of $0.43 per share. The closing price of the Company’s common stock on December 18, 2006, the date of this grant, was $0.43. These options expired unexercised in December 2008.

Perquisites

Perquisites are not provided to our officers.

Benefits

We provide the same level of benefits to all of our employees and Executive Officers.

Accounting and Tax Implications

Our 2004 Plan is designed to grant stock awards that are performance-based compensation expense that is fully deductible for federal income tax purposes. When the awards vest or are otherwise includible in the taxable compensation of the affected executives, we may not be able to recognize current or future tax benefits that may otherwise be available to the Company related to such awards. We began expensing equity awards in 2006 in accordance with guidance issued by the Financial Accounting Standards Board. In general, the accounting rules did not impact the types of equity awards granted to plan participants.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

THE COMPENSATION COMMITTEE

Dr. Andrew Uzoigwe-Chairman

Ambassador Howard Jeter-Member

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SUMMARY COMPENSATION TABLE

The following table sets forth the aggregate compensation awarded to, earned by or paid to the Company’s named executive officers for 2009 and 2008 and 2007

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($) (1)		Option Awards ($) (2)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (7)		All Other Compensation ($)		Total ($)

Peter Ntephe (1) Chief Operation Officer and Acting Chief Executive Officer	2009		236,000		—		—		—		—		—		—		236,000
	2008		131,733		—		—		—		—		—		—		131,733
	2007		60,000		—		—		—		—		—		—		60,000

James Ledbetter (2) Technical Vice President	2009		57,500		—		—		—		—		—		—		57.500
	2008		230,000		—		—		48,460		—		—		—		278,460
	2007		191,083		—		—		175,440		—		—		—		366,523

David Bovell (3) Vice President - Corporate Development	2009		235,000		—		—		—		—		—		—		235,000
	2008		95,000		—		—		—		—		—		—		95,000
	2007		—		—		—		—		—		—		—		—

Sylvan Odobulu (4) Controller/Principal Accounting Officer and Administrator	2009		163,200		—		—		—		—		—		—		163,200
	2008		138,900		—		—		—		—		—		—		138,900
	2007		111,018		—		—		—		—		—		—		111,018

Daniel Gralla (5) Technical Vice President	2009		151,250		—		—		—		—		—		—		151,250
	2008		—		—		—		—		—		—		—		—
	2007		—		—		—		—		—		—		—		—

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(1)	Mr. Ntephe became COO (and began acting as interim CEO) upon Mr. Luca’s resignation in April 2008. Mr. Ntephe is contracted through ERHC’s holding company, ERHC Energy Cayman Limited and is paid a salary of $236,000 per year for his services as a COO and CEO.

(2)

Mr. Ledbetter was issued 1,000,000 stock options at an exercise price of $0.43 per share on December 18, 2006. The option exercise price is $0.43 per share, the closing price of the Company's common stock on the date of grant. The options vest over a one-year period beginning on the date of grant. Fair value of $22.39 per share or a total of $223,900 was calculated using the Black-Scholes option pricing model. Variables used in this option-pricing model for the year ended September 30, 2007 were (1) 4.90% discount rate, (2) option life is the expected remaining life of the options as of each year end, (3) expected volatility of 75.00%, and (4) zero expected dividends. Option expense of $48,460 and $175,440 was recorded during the years ended September 30, 2008 and 2007, respectively, in accordance with FAS123(R). Mr. Ledbetter served as Technical Vice President until December 2008 and his options expired unexercised in December 2008.

(3)	Mr. Bovell was became VP of Corporate Development on May 1, 2008 and receives a salary of $235,000 per year. Mr. Bovell is contracted through ERHC’s holding company, ERHC Energy Cayman Limited.

(4)	Mr. Odobulu joined the Company in July 2006 as controller and has acted as Principal Accounting Officer since joining the Company. He is also the Corporate Administrator

(5)	Mr. Gralla became Technical VP in December 2008 and receives a base salary of $4,000 per month for four days service plus $1,400 per day for any additional services (if such additional services are required.)

(6)	ERHC does not provide either a pension plan or a nonqualified deferred compensation plan for any of its employees.

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GRANTS OF PLAN-BASED AWARDS

The following table sets forth the information about grants made to the Company’s named executive officers in 2009 pursuant to the 2004 Plan.

Name

Grant Date

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Estimated Future Payouts Under Equity Incentive Plan Awards

All Other Stock Awards: Number of Shares of Stock or Unit

(#) (1)

All Other Option Awards: Number of Securities Underlying Options

(#) (2)

Exercise or Base Price of Option Awards

($/Share)

Grant Date Fair Value of Stock and Option Awards

($)

Threshold

($)

Target

($)

Maximum

($)

Threshold

(#)

Target

(#)

Maximum

(#)

James Ledbetter

—

Sylvan Odobulu

—

Peter Ntephe

—

David Bovell

—

Daniel Gralla

—

(1)	The number in this column reflects the rule 144 restricted stock awarded in 2009 pursuant to the 2004 Plan.

(2)	Reflects the dollar amounts recognized for financial statement reporting purposes for the fiscal year ended September 30, 2009 in accordance with FAS123R of awards made pursuant to the 2005 Plan excluding any reduction in value due to potential service-based forfeitures.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table reflects all outstanding equity awards held by the Company’s named executive officers as of September 30, 2009.

												Stock Awards
												Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
	Option Awards
Name	Number of Securities Underlying Unexercised Options				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)			Option Expiration Date
	Exercisable		Unexercisable
Nicolae Luca		—		—		—			—		—		—		—		—		—
James Ledbetter		1,000,000		—		—		$	0.43	12/18/2008			—		—		—		—
Sylvan Odobulu		—		—		—			—		—		—		—		—		—
Peter Ntephe		—		—		—			—		—		—		—		—		—
David Bovell		—		—		—			—		—		—		—		—		—
Daniel Gralla		—		—		—			—		—		—		—		—		—

(1)	The options were granted on December 18, 2006 and vested upon the completion of one year of service. These options expired unexercised in December 2008.

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OPTION EXERCISES AND STOCK VESTED

The following table reflects the stock options exercised by the Company’s named executive officers during 2009 and their restricted stock that vested during 2009.

Option Awards

Stock Awards

Name

Number of Shares Acquired on Exercise

(#)

Value Realized on Exercise

($)

Number of Shares Acquired on Vesting

(#)

Value Realized on Vesting

($)

James Ledbetter

—

Sylvan Odobulu

—

Peter Ntephe

—

David Bovell

—

Daniel Gralla

—

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

As of September 30, 2009, Company has entered into four employment or other agreements that include a change of control severance provisions with an executive officer, including the named executive officers. The Company’s employment agreements with provide that certain officers are eligible for payments upon any termination without cause prior to expiration of the contract as described below under Employment Contracts.

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Employment Contracts

Following is an analysis of the Company’s employment contracts with named executive officers at September 30, 2009:

Employee

Position

Date of Agreement Commencement

Date of Agreement Termination

Term of Agreement

Monthly/Annual Compensation

Estimated Cost if Triggering Event Occurred at September 30, 2009 (*)

Peter Ntephe

Chief Operating Officer and Chief

4/22/2008

4/21/2010

2 years

19,667 / 236,000

137,666

Executive Officer

David Bovell

Vice President of Corporate Development

5/1/2008

4/30/2010

2 years

19,583 / 235,000

137,083

Sylvan Odobulu

Controller and Head Office Administrator

7/3/2008

7/2/2010

2 years

13,500 / 162,000

121,500

and Acting Principal Accounting Officer

Daniel Gralla

Technical Vice President

12/17/2008

(1)

4,000/

(1)

(*)	In the first six months of the employment contracts, no termination benefits accrue to the employees.

(1)

Daniel Gralla's contract is for a six month period at a base rate of $4,000 per month for four working days per month plus additional compensation of $1,400 per day for services, if required, performed in excess of four days per month. The contract renews under the same terms based on the mutual agreement of Mr. Gralla and the Company. For termination with out cause, Mr. Gralla receives payment for services performed through the date of termination.

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The above contracts provides for the following:

An extension provision that at any time before the expiration of the primary term the agreement that it may be renewed upon mutual agreement on the same terms and conditions contained in the current agreement herein or on such other terms and conditions as the Company and the employee mutually agree.

The employee's status as an employee of the Company terminates immediately and automatically upon the earliest to occur of: (i) his death or “Disability", (ii) his/her discharge by the Company "For Cause", (iii) his/her termination by the Company by notice or, (iv) the expiration, without renewal, of the employment term. Termination of the employment agreement with cause results in the Company having no further responsibility under the agreement.

For termination without cause for reasons of bankruptcy, insolvency, dissolution or liquidation of the Company, the Company is obligated to the employees for all amounts due during the remaining term of the employment agreement in either a lump sum or in the current monthly amounts for the remaining term together with all unpaid benefits awarded or accrued up to the date of termination.

If the employee is terminated without cause for other reasons, he/she is entitled to one to six months compensation depending on the time he/she has spent with the Company.

Annual paid vacation ranging from four to five weeks.

Reimbursement of authorized general business and travel expenses.

Relocation allowance in the event that the terms of employment require the employee to relocate from his or her city or country of residence.

Incentive compensation as approved by the Company's Board of Directors.

Mr. Ntephe, was paid annual compensation of $60,000, in the form of consultancy fees for his services as Secretary until April 2008. Mr. Ntephe became COO (and began acting as interim CEO) upon Mr. Luca’s resignation in April 2008. Mr. Ntephe is contracted in that capacity through ERHC’s holding company, ERHC Energy Cayman Limited.

Mr. Bovell became Vice President Corporate Development from May 1 2008. Mr. Bovell is contracted in that capacity through EHRC’s holding company, ERHC Energy Cayman Limited.

Mr. Odobulu was employed by the Company in July 2006 and was placed under contract as shown above.

Securities Authorized for Issuance Under Equity Compensation Plans

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Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
	(a)			(b)

Equity compensation plans approved by security holders		1,000,000	(1)	$	0.43		10,658,244

Equity compensation plans not approved by security holders		-			-		-

(1) In December 2008, these options expired unexercised.

Compensation Committee Interlocks Insider Participation

The Company’s Compensation Committee is comprised Messrs. Jeter and Uzoigwe. Mr. Nwizubo served on the until his death in June 2009. None of the members of the Compensation Committee has been or is an officer or employee of the Company, or is involved with a related transaction or a relationship as defined by Item 404 of Regulation S-K. None of the Company’s Executive Officers serves on the Board of Directors or compensation committee of a company that has an Executive Officer that serves on the Company’s Board or Compensation Committee. No member of the Company’s Board is an Executive Officer of a company in which one of the Company’s Executive Officers serves as a member of the Board of Directors or compensation committee of that company.

Item 12. Security Ownership of Certain Beneficial Owners and Mana gement and Related Stockholder Matters

The following table and notes thereto set forth certain information regarding beneficial ownership of the common stock as of November 30, 2008 by (i) each person known by the Company to beneficially own more than five percent of the common stock, (ii) each Director, (iii) each named Executive Officer and (iv) all Directors and Officers of the Company as a group. As of December 31, 2009 there were 723,050,444 shares of common stock issued and outstanding. Beneficial ownership is determined in accordance with rules of the SEC and generally includes voting or dispositive power with respect to such shares.

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Name and Address	Shares of Common Stock Beneficially Owned(1)		Percentage of Voting Power

Principal Shareholders
Chrome Oil Services LTD		200,285,727		27.7	%
c/o No 22 Lobito, Wuse II
Abuja, Nigeria

Chrome Energy, LLC		103,305,706		14.3	%
c/o No 22 Lobito Crescent, Wuse II,
Abuja, Nigeria.

First Atlantic Bank		60,641,821		8.2	%
4/6 Adetokunboh Ademola Street
Victoria Island, Lagos

Sir Emeka Offor		307,796,433		42.6	%


Directors and Named Executive Officer
Andrew Uzoigwe(3)		325,000		*
Howard Jeter(3)		325,000		*
Peter Ntephe(3)		388,889		*

All directors and named exectuvie officer as a group (3persons)		1,038,889		*	%

*	Less than one percent.

(1)

The number of shares beneficially owned by each person or group as of December 31, 2009 (except where another date is indicated) includes shares of common stock that such person or group had the right to acquire on or within 60 days after that date, including, but not limited to, upon the exercise of options and vesting and release of restricted stock units. To our knowledge, except as otherwise indicated in the footnotes to this table and subject to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name.

(2)	Sir Emeka Offor is the beneficial owner of the shares held of record by Chrome Oil Services, Ltd., and Chrome Energy, LLC as the sole voting and investment power over these shares. He holds 4,205,000 shares in his own name

(3)	c/o Suite 1440, 5444 Westheimer Road, Houston, TX 77056

Item 13. Certain Relationships and Re lated Transactions

Review, Approval or Ratification Of Transactions With Related Persons

The Audit Committee of the Company is responsible for review, approving or ratifying related party transactions, including any related-party transaction that the Company would be required to disclose pursuant to Item 404 of Regulation S-K promulgated pursuant to the rules and regulations of the SEC.

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Policy

The Audit Committee, which consists solely of independent Directors, must review all “Related Person Transactions” as defined by Item 404 of Regulation S-K of the rules promulgated by the SEC. The Audit Committee will approve a Related Person Transaction only if it determines that the Related Person Transaction is consistent with the business interests of the Company. In considering the Related Person Transaction, the Committee will consider all relevant factors, including as applicable: (i) the Company’s business rationale for entering into the Related Person Transaction; (ii) whether the Related Person Transaction is on terms comparable to those available to third parties, or in the case of employment relationships, to employees generally; (iii) the potential for the Related Person Transaction to lead to an actual or apparent conflict of interest and any safeguards imposed to prevent such actual or apparent conflicts; and (iv) the overall fairness of the Related Person Transaction to the Company.

Procedure

Directors and executive officers are responsible for bringing a potential Related Person Transaction to the attention of the Chair of the Audit Committee.

Transactions in 2009

None

Item 14. Principal Accounting Fees and Services

Aggregate fees for professional services rendered by MaloneBailey, LLP for the fiscal years ended September 30, 2009 and 2008, were as follows:

	2008		2009
Audit fee	$	109,303	$	97,915
Audit –related fee		3,750		3,000
Tax fees		29,328		17,395
All other fees		-		-
Total:	$	142,381	$	118,310

Audit fees for the fiscal years ended September 30, 2009 and 2008 represent the aggregate fees billed for professional services rendered for the audit of the Company’s annual financial statements and review of financial statements included in its quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.

Tax fees for the fiscal year ended September 30, 2009 and 2008, represents the aggregate fees billed for professional services rendered for tax compliance, tax advice, and tax planning.

All other fees for the fiscal year ended September 30, 2009 and 2008, represents the aggregate fees billed for products and services provided by the Company’s audit professionals other than the services reported in the other categories. All other fees generally relate to fees assessed for corporate tax restructuring and other general corporate tax related matters.

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Audit Committee Pre-Approval Policies and Procedures

The Audit Committee on an annual basis reviews audit and non-audit services performed by the independent auditor. All audit and non-audit services are pre-approved by the Audit Committee, which considers, among other things, the possible effect of the performance of such services on the auditors’ independence. The Audit Committee has considered the role of Malone & Bailey in providing services to us for the fiscal year ended September 30, 2009 and has concluded that such services are compatible with Malone & Bailey’s independence as the Company’s auditors.

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PART IV

Item 15. Exhibits and Financial Statement Schedules and Reports on Form 8-K

(32)

Consolidated Financial Statements and Schedules:

Consolidated Financial Statements: See Index to Consolidated Financial Statements immediately following the signature pages of this report.

Consolidated Financial Statement Schedule: See Index to Consolidated Financial Statements immediately following the signature pages of this report.

The following documents are filed as exhibits to this report:

EXHIBIT NO.		IDENTIFICATION OF EXHIBIT
Exhibit 3.1*		Articles of Incorporation
Exhibit 3.2*		Bylaws
Exhibit 4.1*		Specimen Common Stock Certificate.
Exhibit 4.2*		Form of Amended and Restated 12% Convertible Promissory Note, dated effective January 2001.
Exhibit 4.3*		Form of Amended and Restated 5.5% Convertible Promissory Note, dated effective January 2001.
Exhibit 4.4*		20% Convertible Promissory Note, dated January 31, 2001, in favor of Chrome.
Exhibit 4.5*		Term Loan Agreement, dated February 15, 2001, by and between Chrome and ERHC.
Exhibit 4.6*		Senior Secured 10% Exchangeable 10% Convertible Promissory Note, dated January 31, 2001, in favor of Chrome.
Exhibit 4.7*		Form of Warrant entitling Chrome to purchase common stock of the Company, exercise price of $0.40 per share.
Exhibit 10.1*		Option Agreement, dated April 7, 2003, by and between the Company and the Democratic Republic of Sao Tome and Principe (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed April 2, 2003)
Exhibit 10.2*		Management and Administrative Services Agreement by and between Chrome Oil Services, Ltd. And the Company. (Incorporated by reference to Form 10-KSB filed September 24, 2001).
Exhibit 10.4*		Letter Agreement, dated November 29, 2004, by and between the Company and Chrome (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed December 29, 2004).
Exhibit 10.5*		Promissory Note, dated December 15, 2004, made by the Company in favor of Chrome (incorporated herein by reference to Exhibit 10.2 of Form 8-K filed December 29, 2004).
Exhibit 10.6*		Promissory Note, dated December 15, 2004, made by the Company in favor of Chrome (incorporated herein by reference to Exhibit 10.3 of Form 8-K filed December 29, 2004).
Exhibit 10.7*		Employment Agreement with Ali Memon.
Exhibit 10.8*		Audit committee charter
Exhibit 10.9		Employment Agreement with James Ledbetter
Exhibit 10.10		May 21, 2001 Memorandum of Agreement made b/w DRSTP and ERHC
Exhibit 10.11		March 15, 2003 Memorandum of Agreement made b/w DRSTP and ERHC
Exhibit 10.12		April 2, 2003 Option Agreement b/w DRSTP and ERHC
Exhibit 10.13		Administrative Agreement b/w Nigeria/DRSTP and ERHC
Exhibit 10.14		Block 2 Participation Agreement March 2, 2006 b/w ERHC, Addax and Sinopec
Exhibit 10.15		Block 2 Participation Agreement August 11, 2004 b/w ERHC and Pioneer
Exhibit 10.16		Block 3 Participation Agreement February 16, 2006 b/w ERHC and Addax
Exhibit 10.17		Block 4 Participation Agreement November 17, 2005 b/w ERHC and Addax
Exhibit 10.18		Block 4 2nd Amendment to Participation Agreement March 14, 2006
Exhibit 10.19		Block 4 3rd Amendment to Participation Agreement July 14, 2006
Exhibit 10.20		Employment Agreement with Sylvan Odobulu
Exhibit 10.21		Employment Agreement with David Alan Bovell
Exhibit 10.22		Employment Agreement with Peter Ntephe
Exhibit 31.1		Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2		Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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
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

* Previously filed

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SIGNATURES

In accordance with the Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on January 27, 2010 on its behalf by the undersigned, thereunto duly authorized.

ERHC Energy Inc.
By:	//s//Peter Ntephe
	Peter Ntephe
	Chief Operating Officer & Acting Chief Executive Officer
	//s//Sylvan Odobulu
	Sylvan Odobulu
	Principal Accounting Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
//s// Howard Jeter	Director	January 27, 2010
Howard Jeter	Member Audit Committee
//s// Andrew Uzoigwe	Director	January 27, 2010
Andrew Uzoigwe	Member Audit Committee

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