ERHC Energy Inc - FORM 10-K - December 29, 2014

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EX-32.2 - EXHIBIT 32.2 - ERHC Energy Inc	ex32_2.htm
EX-31.2 - EXHIBIT 31.2 - ERHC Energy Inc	ex31_2.htm
EX-32.1 - EXHIBIT 32.1 - ERHC Energy Inc	ex32_1.htm
EX-31.1 - EXHIBIT 31.1 - ERHC Energy Inc	ex31_1.htm
EXCEL - IDEA: XBRL DOCUMENT - ERHC Energy Inc	Financial_Report.xls

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended September 30, 2014

☐	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 o No x

Check if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o 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 o

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. o

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

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer x

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

The aggregate market value of the voting stock held by non-affiliates of the registrant on November 30, 2014 was $7,880,452.

On November 30, 2014, the registrant had 788,045,193 shares of common stock issued and outstanding.

TABLE OF CONTENTS

	PART I	PAGE

Item 1.	Business	4
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	19
Item 2.	Properties	19
Item 3.	Legal Proceedings	20
Item 4.	Submission of Matters to a Vote of Security Holders	21

	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	27
Item 8.	Financial Statements and Supplementary Data	28
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	49
Item 9A.	Controls and Procedures	49
Item 9B.	Other Information	49

	PART III

Item 10.	Directors and Executive Officers of the Registrant	50
Item 11.	Executive Compensation	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	61
Item 13.	Certain Relationships and Related Transactions	62
Item 14.	Principal Accounting Fees and Services	62

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	63
	Signatures	64

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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;

·	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.

These types of statements constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and 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;

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·	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;

·	advances in exploration and development technology;

·	the political environment of oil-producing regions;

·	political instability in the Republic of Kenya, Republic of Chad, 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;

·	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. Company’s 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. The Company is in the business of exploration for oil and gas in Africa. The Company’s business includes working interests in exploration acreage in the Republic of Kenya (“Kenya”), the Republic of Chad (“Chad”), the Joint Development Zone (“JDZ”) between the Democratic Republic of Săo Tomé and Príncipe (“STP”), the Federal Republic of Nigeria (“FRN” or “Nigeria”), and the exclusive economic zone of Săo Tomé and Príncipe (the “Exclusive Economic Zone” or “EEZ”).

ERHC’s strategy in Kenya and Chad is to partner with other oil and gas operators to perform exploration work and further develop assets held through Production Sharing Contracts (PSCs) with the governments of both countries. ERHC plans to raise funds by farming out some working interest in these blocks in exchange for cash payments or other valuable consideration.

The Company’s strategy in the JDZ and EEZ is to farm out its working interests to well established oil and gas operators for valuable consideration including upfront cash payments and being carried for ERHC’s share of the exploration costs. This has already been done successfully on Blocks 2, 3 and 4 of the JDZ where ERHC has benefited from partnerships with Addax Petroleum and Sinopec Corporation, which have operated some of the license areas on behalf of ERHC.

ERHC is now pursuing a similar approach for JDZ Blocks 5, 6 and 9 as well as for blocks in the EEZ.

Apart from its oil and gas exploration activities in Kenya, Chad, the JDZ and the EEZ, ERHC continues to pursue other oil and gas opportunities in Africa. These opportunities also include the possible acquisition of significant equity stakes in other oil and gas exploration and production companies and the resulting indirect interest in the underlying exploration and production assets of such other companies.

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CURRENT BUSINESS OPERATIONS

REPUBLIC OF KENYA

ERHC Kenya Acreage

In June 2012, the Company announced that it had signed a Production Sharing Contract (PSC) on Block 11A with the Government of Kenya. A PSC is an agreement that governs the relationship between ERHC (and any future joint-venture partners) and the Government of Kenya in respect of exploration and production in the Block awarded to the Company. The PSC details, among other things, the work commitments (including acquisition of data, drilling of wells, social projects, etc.), the time frame for completion of the work commitments, production sharing between the parties and the Government, and how the costs of exploration, development and production will be recovered

By virtue of the PSC, the Company initially acquired a 90% interest in Block 11A, which encompasses 11,950.06 square kilometers or 2.95 million square acres. The Government of Kenya has a 10% carried participating interest up to the declaration of commerciality and may thereafter acquire an additional 10% interest in the PSC in which case the total Government participation would rise to 20%.

Circle Oil Limited (www.circleoilandgas.com) (“Circle”) acted as finder in ERHC’s acquisition of the Block by facilitating ERHC’s entry into Kenya, including the introduction of Dr. Peter Thuo, ERHC’s Kenya-based geoscientist and technical adviser who provided liaison services in the pursuit of ERHC’s application. Circle’s involvement provided significant efficiencies, including substantial cost savings, in ERHC’s application process. By virtue of the terms of the business finder’s agreement reached between Circle and ERHC, Circle is entitled to receive a 5% payment on the value of the acquisition accruing resulting to ERHC from the application. Circle has opted to receive this fee in the form of a carried 5% of ERHC’s total interest in Block 11A.

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Kenya Operations Update

In October, 2013, ERHC entered into a farm-out agreement with CEPSA Kenya Limited, an affiliate of Compañía Española de Petróleos, S.A.U., an international oil and gas company ("CEPSA"). The farm-out agreement was approved by the Government of the Republic of Kenya during the quarter ended March 31, 2014. Under terms of the agreement, ERHC transferred majority of its interest in Kenya Block 11A as well as operatorship to CEPSA. The farm-out agreement includes a carry and other considerations.

Key Provisions of the ERHC’s PSC on Block 11A

KENYA BLOCK 11A

LICENSE:		PSC with the Government of Kenya (effective September 2012)

PARTIES:		ERHC (35%); CEPSA (55%); Government of Kenya (10%)¹

WORK PROGRAM:

Phase 1 (2 years – September 2012 to September 2014)

Minimum Work	Minimum Expenditure	Status
Acquire and interpret 1,000 square kilometers of gravity and magnetic data	$250,000	Completed: 14,943.8 line kilometers of FTG data acquired by January 2014 at an estimated total cost of $2,700,000.
Acquire and interpret 1,000 kilometers of 2D seismic data	$10,000,000	Completed: 1,086.6 line kilometers of 2D seismic data acquired by August 2014 at an estimated total cost of $28,300,000

Phase 2 (2 years – September 2014 to September 2016)

Minimum Work	Minimum Expenditure	Status
Acquire 750 square kilometers of 3D seismic data	$30,000,000	Decision taken not to acquire 3D seismic but to proceed to drilling based on FTG and 2D seismic
OR	OR
Drill one (1) well to a minimum depth of 3,000m	$30,000,000	Preparation underway for drilling exploration well in Q4 2015 or Q1 2016

Phase 3 (2 years – September 2016 to September 2018)

Minimum Work	Minimum Expenditure	Status
Drill one (1) well to a minimum depth of 3,000m	$30,000,000	Not yet arisen

OTHER FINANCIAL OBLIGATIONS:

Ministry Training Fund		$175,000 per annum during the exploration period

		$200,000 per annum (minimum) from adoption of first development plan

Social Projects:		$50,000 per annum (minimum)

Surface Rentals:		$5/km² per annum (exploration phase 1); $10/km² per annum (exploration phase 2); $15/km² per annum (exploration phase 3)

		$100/km² per annum (development and production period)

Cost Recovery:

Cost Oil		Up to 60% of Cost Oil each fiscal year

Profit Oil

Incremental Production Tranches	Government Share	Contractor Share
0-30,000 barrels per day	50%	50%
Next 25,000 barrels per day	60%	40%
Next 25,000 barrels per day	65%	35%
Next 20,000 barrels per day	70%	30%
Above 100,000 barrels per day	78%	22%

¹ CEPSA is carrying ERHC’s proportionate share of exploration costs except for the first exploration well where ERHC is expected to contribute 25% of its proportionate (35%) share of costs of the well.

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REPUBLIC OF CHAD

ERHC’s Chad Acreage

On July 6, 2011, the Company announced that it had signed a Production Sharing Contract (PSC) on the three oil blocks with the Government of Chad. A PSC is an agreement that governs the relationship between ERHC (and any future joint-venture partners) and the Government of Chad in respect of exploration and production in the Blocks awarded to the Company. The initial period of exploration commenced on July 12, 2012 with the publication, in Chadian Government’s Gazette Principal, of the Exclusive Exploration Authorization, granted to ERHC by the Government of Chad.

During the quarter ended March 31, 2014, the Company received the arrêté (decree) of the President of Chad giving presidential seal of approval to the Company’s request to obtain oil exploration Block BDS 2008 and its voluntary relinquishment of the Manga and Chari-Ouest III Blocks.

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Chad Operations Update

Focus Areas

ERHC's exploration focus is on Block BDS 2008 which measures 41,800 square kilometers or 10,329,000 acres. Within this block, two focus areas have been identified:

- North of Esso’s Tega and Maku discoveries in the Doseo basin; and

- East of and on trend with OPIC’s Benoy-1 margin discovery in the Doba basin.

Key Provisions of ERHC’s Production Sharing Contract (PSC) in Chad

CHAD BLOCK BDS 2008

LICENSE:		PSC with the Government of Chad signed June 2011²

PARTIES:		ERHC (100%)

WORK PROGRAM:

Phase 1 (5 years – June 2012 to June 2017)³

Minimum Work	Minimum Expenditure	Status
Unspecified: annual work program to be proposed yearly by contractor	$15,000,000 in total for the exploration phase	EIA completed;
		Aero gravity and magnetic survey completed;
		·	4,720 line kilometers of high precision gravity and magnetic data acquired by November 2014;
		·	Three leads identified;

		Seismic in preparation;
		·	2D seismic on focus areas planned for 2015-16

² PSC originally covered thee Blocks; ERHC voluntarily relinquished two Blocks in 2013, retaining only BDS 2008. Relinquishment and retention approved by Presidential Decree as provided for in PSC.

³ PSC provides for exploration period to run from date of grant of Exclusive Exploration Authorization (“EEA”). EEA granted to ERHC in June 2012.

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Phase 2 (3 years)

Minimum Work	Minimum Expenditure	Status
Unspecified: annual work program to be proposed yearly by contractor	$1,000,000	Not yet arisen; ERHC proposes an exploration well in this period if Phase 1 G&G studies justify

OTHER FINANCIAL OBLIGATIONS:

Ministry Training Fund		$250,000 per annum during the exploration period

		$500,000 per annum during the exploitation period

Social Projects:		None specified in the PSC

Surface Rentals		$1/km²per annum (Exploration Phase 1); $5/ km²per annum (Exploration Phase 2); $10// km²per annum (Extension)

		$100/ km²per annum (Exploitation Phase 1); $150/ km²per annum (Exploitation Phase 1)

COST RECOVERY AND PRODUCTION SHARING:

Royalty		14.25% for crude oil

		5% for natural gas

Cost Oil		Up to 70% of net production after deduction of royalty

Profit Oil

R-Factor, as defined by the PSC⁴	Less than or equal to 2.25	Between 2.25 and 3	Greater than 3
Contractor’s share of profit oil	60%	50%	40%
State’s share of profit oil	40%	50%	60%

⁴ R-factor is based on a formula defined in the PSC.

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NIGERIA – SAO TOME AND PRINCIPE JOINT DEVELOPMENT ZONE (“JDZ”)

Background of the JDZ

In the spring of 2001, Sao Tome & Principe and Nigeria signed a treaty establishing a JDZ for the joint development of petroleum and other resources in the overlapping area of their respective maritime boundaries. The treaty also established an administrative body, the Joint Development Authority (“JDA”), to administer the treaty and all activities in the JDZ. Revenues derived from the JDZ will be shared 60:40 between the governments of Nigeria and Săo Tomé & Príncipe, respectively. The JDZ lies approximately 180 kilometers south of Nigeria, in the Gulf of Guinea, one of the most prolific hydrocarbon regions of the world. .

ERHC’s Rights in the JDZ

In April 2003, the Company and STP entered into an Option Agreement (the “2003 Option Agreement”) in which the Company relinquished significant prior legal rights and financial interests in the Joint Development Zone (“JDZ”) in exchange for preferential exploration rights in the JDZ. Following the exercise of ERHC’s rights as set forth in the 2003 Option Agreement, the JDA confirmed the award in 2004 of participating interests (“Original Participating Interest”) in each of JDZ Blocks 2, 3, 4, 5, 6 and 9 of the JDZ during the 2004/5 licensing round conducted by the JDA. ERHC also jointly bid with internationally recognized technical partners for additional participating interests in the JDZ during the 2004/5 licensing round. As a result of the joint bid, ERHC won additional participating interests (“Joint Bid Participating Interest”) in Blocks 2, 3 and 4. The following is a tabulation of ERHC’s participating interests in the JDZ.

JDZ Block	ERHC Original Participating Interest	ERHC Joint Bid Participating Interest	Participating Interest(s) Assigned	Current ERHC Retained Participating Interest

2	30.00%	35.00%	43.00%	22.00%
3	20.00%	5.00%	15.00%	10.00%
4	25.00%	35.00%	40.50%	19.50%
5	15.00%	-	-	15.00% (in arbitration)
6	15.00%	-	-	15.00% (in arbitration )
9	20.00%	-	-	20.00%

ERHC’s Participating Agreements in the JDZ

The following are the particulars of the Participating Agreements by which ERHC assigned some of its participating interests in JDZ Blocks 2, 3 and 4 to technical partners so that the technical partners would operate the Blocks and carry ERHC’s proportionate share of costs in the Blocks until production, if any, commenced from the Blocks:

Date of Participation Agreement	Party(ies) to the Participation Agreement	Participating Interest(s) Assigned			Participating Interest Assigned Price

JDZ Block 2 - Participation Agreement - ERHC Retained Interest of 22.00%

March 2, 2006	Sinopec International Petroleum Exploration Production Co. Nigeria Ltd - a subsidiary of Sinopec International Petroleum and Production Corporation		28.67	%	$	13,600,000

	Addax Energy Nigeria Limited - an Addax Petroleum Corporation subsidiary		14.33	%	$	6,800,000

JDZ Block 3 - Participation Agreement - ERHC Retained Interest of 10.00%

February 15, 2006	Addax Petroleum Resources Nigeria Limited - a subsidiary of Addax Petroleum Corporation		15.00	%	$	7,500,000

JDZ Block 4 - Participation Agreement - ERHC Retained Interest of 19.50%

November 15, 2005	Addax Petroleum Nigeria (Offshore 2) Limited - a subsidiary of Addax Petroleum Corporation		40.50	%	$	18,000,000

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Under the terms of the Participation Agreements Sinopec and Addax agreed to pay all of ERHC’s future costs for petroleum operations (“the carried costs”) in respect of ERHC's retained interests in the blocks. Additionally, 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 interests on individual blocks until Sinopec and Addax Sub recover 100% of ERHC’s carried costs.

On or about October 2, 2009, Sinopec International Petroleum Exploration and Production Corporation acquired all of the outstanding shares of Addax Petroleum Corporation

ERHC’s JDZ Acreage

ERHC has working interests in six of the nine Blocks in the JDZ, as follows:

·	JDZ Block 2: 22.0%

·	JDZ Block 3: 10.0%

·	JDZ Block 4: 19.5%

·	JDZ Block 5: 15.0% (in arbitration)

·	JDZ Block 6: 15.0% (in arbitration)

·	JDZ Block 9: 20.0%

The working interest percentages represent 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. Through Exploration Phase 1 in blocks 2, 3 and 4, these costs have been carried by the operators. The operators can only recover their costs by carrying ERHC until production whereupon the operators will recover their costs from production revenues.

JDZ Operations Update

The JDZ partnership is currently assessing the data for possible new exploration play concepts in this area.

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SAO TOME AND PRINCIPE EXCLUSIVE ECONOMIC ZONE (“EEZ”)

Overview of ERHC’s EEZ Blocks

The Săo Tomé and Príncipe EEZ is delineated over an expanse of waters offshore Sao Tome and Principe that covers approximately 160,000 square kilometers. In terms of hydrocarbon exploration and exploitation, the EEZ is a frontier region that sits south of the Niger Delta and west of the Gabon salt basin, retaining similarities with each of those prolific hydrocarbon regions. The regional seismic database comprises approximately 12,000 kilometers of seismic data. Interpretation of that seismic data shows numerous structures in the EEZ that have similar characteristics to known hydrocarbon accumulations in the area.

ERHC’s Rights in the EEZ

Under a 2001 agreement with the Government of Sao Tome and Principe (“STP”), ERHC was vested with the rights to participate in exploration and production activities in the EEZ. These rights included (a) the right to receive up to 100% of two blocks of ERHC’s choice and (b) the option to acquire up to a 15% paid working interest in each of two additional blocks of ERHC’s choice in the EEZ. In 2010, ERHC exercised its rights to receive up to 100% of two blocks of ERHC’s choice in the EEZ and was duly awarded Blocks 4 and 11 of the EEZ by the Government of STP.

EEZ Block 4 is 5,808 square kilometers, situated directly east of the island of Príncipe. The northeastern area near EEZ Block 4 contains a large graben structure, which is bound by the Kribi Fracture Zone.

EEZ Block 11 totals 8,941 square kilometers, situated directly east of the island of Săo Tomé and abuts the territorial waters of Gabon. The southern area of the EEZ, where EEZ Block 11 is situated, contains parts of the Ascension and Fang Fracture Zones.

ERHC will decide whether to take up the option to acquire up to a 15% paid working interest in each of two additional blocks of the EEZ when called upon to exercise the option by the Government of STP in accordance with the agreements which provide for the rights and option.

PSC for the EEZ

In July 2014, ERHC and the National Petroleum Agency of São Tomé and Príncipe (ANP-STP) announced the conclusion of final terms for the Production Sharing Contract for EEZ Block 11.

A PSC is an agreement that governs the relationship between the Company (and its joint venture partners) and the Government of Săo Tomé and Príncipe in respect of exploration and production in any Block awarded to the Company. The PSC spells out, among other things, the work commitments (including acquisition of data, drilling of wells, social projects, etc.), the time frames for accomplishing the work commitments, how production will be shared between the parties and the government, and how the costs of exploration, development and production will be recovered.

EEZ Operations Update

SAO TOME & PRINCIPE EEZ BLOCK 11

LICENSE		PSC with the Government of STP signed July 2014

PARTIES		ERHC (85%); Government of STP (15%)⁵

WORK PROGRAM

Phase 1 (4 years)

Minimum Work	Minimum Expenditure	Status
Purchase and reprocess all existing 2D seismic on the Block	$2,500,000 for the entire exploration phase	Not yet commenced; budgeting for first year being discussed with ANP-STP
Geological and Geophysical studies (including AVO, geochemical studies and sequence stratigraphy)
EIA
Magnetic and gravity surveys
Acquire, process and interpret 2,500km 2D seismic
Handover all data and an evaluation report to ANP-STP at least 3 months to end of phase

⁵ Contractor to carry the Government’s 15% to production and be entitled to 100% of Cost Oil to recover the carry

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Phase 2 (2 years)

Minimum Work	Minimum Expenditure	Status
EIA	$40,000,000	Not yet arisen
Acquire, process and interpret 1,100 square kilometers 3D seismic
Drill one exploration well
Evaluate discoveries and remaining prospectivity

Phase 3 (2 years)

Minimum Work	Minimum Expenditure	Status
EIA	$40,000,000	Not yet arisen
Drill one exploration well
Evaluate discoveries

OTHER FINANCIAL OBLIGATIONS

Signature Bonus		None payable

Training		Between $100,000 (min) and $250,000 (max) per calendar year during the exploration period

		$550,000 per annum during the production period

Social Projects		Exploration Phase 1: $300,000 per annum (minimum)

		Exploration Phase 2: $500,000 per annum (minimum)

		Exploration Phase 3: $400,000 per annum (minimum)

		On production, $2million worth of projects if cumulative production is 20mmboe, $4million if 40mmboe and $6m if 60mmboe

COST RECOVERY AND PRODUCTION SHARING

Royalty		2% (first charge on production)

Cost Oil		Up to 80% of available crude after deduction of royalty oil in any accounting period

Profit Oil

Contractor’s Rate of Return⁶ for Contract Area (% per annum)	Government Share	Contractor Share
<16%	0%	100%
>=16%<19%	10%	90%
>=19%<23%	20%	80%
>=23%<26%	40%	60%
>=26%	50%	50%

As was the case in Kenya and earlier in the Joint Development Zone, management's intention is to bring a technically and financially capable operating partner onboard. The Company's discussions continue with several international oil companies about partnerships in EEZ Block 11. Some of those discussions are on the possibility of a 'right-to-earn' partnership where the operator commits to carrying only one aspect of the work program in return for a pre-determined interest in the PSC if the results of that aspect convince the operator to commit to the rest of the work program.

⁶ PSC provides for rate of return to be determined at the end of each quarter on the basis of accumulated compounded net cash flow for the contract area using a prescribed procedure.

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INVESTMENT IN OANDO ENERGY RESOURCES (FORMERLY EXILE RESOURCES)

During the year ended September 30, 2011, ERHC invested $1,350,000 in Exile Resources Inc, a company listed on the Toronto Stock Exchange (Ventures Exchange) stock in open market purchases. ERHC’s intention was to gain an indirect interest in Exile’s underlying oil and gas exploration and production assets as well as the ability to participate in Exile’s decision making in respect of those assets. ERHC was particularly interested in Exile’s carried interest in the proven Akepo field in the Niger Delta.

In July 2011, Oando Petroleum and Exploration Company (“Oando Petroleum”) commenced a reverse takeover (“RTO”) of Exile Resources. In July 2012, Exile announced the completion of the RTO by Oando Petroleum and the change of name of the resultant company to Oando Energy Resources Inc, (“Oando Energy”). It also announced the listing of the company’s shares under the symbol “OER” on the Toronto Stock Exchange (TSX) and commencement of trading in the shares on the TSX from July 30, 2012.

As a result of the RTO, ERHC now holds 418,889 shares in the common stock of Oando Energy. ERHC also holds warrants for 418,889 common shares exercisable within 24 months of the closing of the RTO at Cdn$2.00 per share. The share price of Oando Energy at September 30, 2014 was $1.72 and the total value of the investments as of September 30, 2014 is $671,402.

CURRENT PLANS FOR OPERATIONS

ERHC’s principal assets are its interests in rights for exploration for hydrocarbons in Kenya, Chad, the JDZ and the EEZ. ERHC has no current sources of income from its operations. The Company plans to develop its business by the acquisition of other assets which may include revenue-producing assets in diverse geographical areas and the forging of strategic, new business partnerships and alliances. ERHC cannot currently predict the outcome of negotiations for acquisitions, or, if successful, their impact on the Company's operations.

PLANS FOR FUNDING EXISTING ASSETS AND POTENTIAL NEW ACQUISITIONS

ERHC's future plans will depend on the Company's ability to attract new funding. The Company is implementing a series of steps to fund the geophysical work, including magnetic/gravity and seismic surveys, prior to securing potential farm-out on Chad acreage. Said funding steps include but are not limited to the issuance of a series of convertible notes, which the Company has commenced, issuance of shares of common stock through registered direct offerings, which the Company plans to commence shortly and farm-outs to potential partners on its assets in Africa. The fund raising might include:

Farm-outs of part of the Company’s assets in Kenya, Chad and the Săo Tomé and Príncipe Exclusive Economic Zone

Issue shares of common stock through a registered direct offering

Convertible Loans and other debt instruments

Other available financing options

The Company is continuing discussions with several international investment advisory and financial brokerage firms to act as financial advisors and intermediaries to ERHC. While ERHC has always used expert professional assistance to formulate and execute its capital raising initiatives, it is re-focusing on the retention of such advisors and intermediaries as a strategic imperative of the increased funding requirements that arise from the rollout of the new work programs in Chad and Kenya. The new firms retained will perform such financial advisory and investment banking services for the Company as are customary and appropriate in transactions of this type, including assisting the Company in analyzing, structuring, negotiating and effecting proposed capital raises. These initiatives may include any transaction or series of transactions in which one or more capital providers (existing or otherwise) commits debt capital to the Company, purchases equity of the Company (or securities of the Company convertible into equity), or alternatively funds the Company either directly or through farm-ins, farm-outs or other arrangements in which the capital provider earns an interest in oil and gas properties of the Company.

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UPDATES AND INFORMATION

ERHC’s website at http://www.erhc.com contains information about the Company’s operations, assets, and initiatives and a FAQ page that is frequently updated to address the latest questions.

The Company provides free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable.

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 h http://www.sec.gov after we electronically file such material with, or furnish it to, the SEC.

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 Kenya, Chad, the JDZ and the EEZ and entering into production sharing contracts. The Company may not be the operator with respect to these contracts. The Company’s future financial results depend primarily on (1) the ability of the Company or its 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 future 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

The Company’s failure or the failure of the Company’s venture partners to provide or obtain the necessary financing may preclude the continuation of exploration activities which would adversely affect the value of its concessions in in Kenya, Chad, the JDZ and the EEZ.

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

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

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

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

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

the approval of the Company or 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 land based and/or 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 rates of return.

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 Kenya, Chad, the JDZ and the EEZ under agreements with the Government of Kenya, Chad, 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. However, there is no assurance that it will be successful.

The Company is subject to Government Regulation over which it has no control

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 regulations 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 from that in which they would affect other oil and gas companies of similar size and scope of operations.

Having interests outside the United States requires the Company to comply with United States laws and other laws in foreign jurisdictions 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”).

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 significant competition for desirable exploratory and producing properties. The companies with which the Company competes are much larger and have greater financial resources and technical expertise 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 if any depends on numerous factors beyond its control, including the cyclical nature of the price of crude oil and natural gas, 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 and other 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, 2014, 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 Kenya, Chad, the DRSTP and the JDA, which provide ERHC with rights to participate in exploration and production activities in Kenya, Chad, the EEZ and the JDZ. Production is subject to political risks which are 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.

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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 relative to 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 position.

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 Company’s business interests are located in Kenya, Chad and in the Gulf of Guinea offshore Africa and are subject to the volatility of foreign governments

The Company’s primary assets are located in Kenya, Chad and in the Gulf of Guinea, offshore Africa. The Governments of Kenya, Chad, Nigeria and the island nation of Sao Tome and Principe granted ERHC participation interests in various concessions in their lands and offshore waters. The Governments of Kenya, Chad, 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 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.

The Company’s 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. This action could have a material adverse effect on ERHC’s business, prospects, operations, financial condition and cash flow.

The Company’s rights in JDZ Blocks 5 and 6 are currently the subject of legal proceedings at the London Court of International Arbitration and the Federal High Court in Abuja, Nigeria. The Company instituted both proceedings in November 2008 against the JDA and the Governments of Nigeria and Săo Tomé and Príncipe. The Company seeks legal clarification that its rights in the two Blocks remain intact.

The issue in contention is contractual. The Company was awarded a 15 percent working interest in each of the Blocks in a 2004/5 bid/licensing round conducted by the JDA following the Company’s exercise of preferential rights in the Blocks as guaranteed by contract and treaty. The JDA and the Government of STP contend that certain correspondence issued by a previous CEO/President of the Company in 2006 amount to a relinquishment of the Company’s rights in Blocks 5 and 6 under the Company’s contracts with STP which provide for the rights. The Company contends that no such relinquishment has occurred and has sought recourse to arbitration accordingly. It also filed the suit to prevent any tampering with its said rights in JDZ Blocks 5 and 6 pending the outcome of arbitration.

Proceedings on the suit and the arbitration are currently suspended while the Company pursues amicable settlement with the Governments of Nigeria and Săo Tomé & Príncipe.

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The Company has limited sources of working capital

The Company is currently focused on consolidating and exploiting its interests in Kenya, Chad, JDZ Blocks 2, 3, 4, 5, 6 and 9 and has limited working capital.

As described in more detail in “Item 7 Future Capital Requirements” of this Form 10-K, the Company’s minimum working capital requirements in 2014 will be approximately $4,250,000.

If ERHC is unable to successfully raise capital to cover its planned operations or negotiate participation agreements with operating and other partners in, Chad and the EEZ, the Company’s cash resources could be strained and the Company’s future plans curtailed.

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 prospective 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 40% of the Company’s outstanding common stock

One shareholder beneficially owns approximately 40% of the Company’s outstanding common stock. As a result, the shareholder 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. 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.

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Republic of Kenya

The Company initially held a 90% interest in Block 11A, which encompasses 11,950.06 square kilometers or 2.95 million square acres. The Government of Kenya has a 10% carried participating interest up to the declaration of commerciality and may thereafter acquire an additional 10% interest in the PSC in which case the total Government participation would rise to 20%. Circle Limited, which acted as ERHC’s finder in the acquisition of ERHC’s interest in the Block is entitled to 5% of ERHC’s interest as agreed finder’s fee.

In October, 2013, the Company entered into a farm-out agreement with CEPSA Kenya Limited, an affiliate of Compañía Española de Petróleos, S.A.U., an international oil and gas company ("CEPSA"). Under the terms of this agreement, the Company assigned and transferred 55% of its participating interest in Kenya Block 11A to CEPSA. Pursuant to the agreement, ERHC received farm-in fee of $2,000,000, reimbursement of $2,175,966 of exploration costs incurred, and recovery of ERHC’s capitalized concession costs of $555,642 in respect of the PSC. In connection with this farm-out, we recognized a gain of $4,175,966, which includes the $2,000,000 farm-in fee along with $1,946,397 in exploration costs and $229,569 in training and surface fees expensed during the year ended September 30, 2014.

In exchange for the transferred rights, CEPSA will carry the Company's proportionate share of obligations and financial costs under the terms and conditions outlined in the farm-out agreement. The agreement was approved in January 2014 by the Kenyan Government and from February 2014, CEPSA took over from ERHC as operator under the production sharing contract ("PSC") for Kenya Block 11A.

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Republic of Chad

On July 6, 2011, the Company announced that it had signed a Production Sharing Contract (PSC) on the three oil blocks with the Government of Chad. The initial period of exploration commenced on July 12, 2012 with the publication, in Chadian Government’s Gazette Principal, of the Exclusive Exploration Authorization, granted to ERHC by the Government of Chad.

ERHC subsequently offered to novate the PSC by retaining only the BDS2008 Block and relinquishing the Manga and Chari Ouest III Blocks to the Chadian government for efficiency. The Chadian Ministry of Energy and Petroleum approved the novation of the PSC and ERHC received the Presidential decree of approval in March 2014. The BDS 2008 Block has an area of 16,360 square kilometers or 4,042,644 acres.

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%

JDZ Block 3: 10.0%

JDZ Block 4: 19.5%

JDZ Block 5: 15.0% (in Arbitration)

JDZ Block 6: 15.0% (in Arbitration)

JDZ Block 9: 20.0%

Sao Tome and Principe Exclusive Economic Zone

ERHC holds the following working interests and rights in the EEZ:

EEZ Block 4: 100% working interest and no signature bonus

EEZ Block 11: 100% working interest and no signature bonus

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

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

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 July 2017.

Item 3. Legal Proceedings

JDZ Blocks 5 and 6

Lawsuit

Proceedings on the suit and the arbitration are currently suspended while the Company pursues amicable settlement with the Governments of Nigeria and Săo Tomé & Príncipe.

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Routine Claims

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.

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
	(Price per share)
Fiscal Year 2012
First Quarter	$	0.10	$	0.07
Second Quarter		0.10		0.07
Third Quarter		0.14		0.08
Fourth Quarter		0.16		0.09

Fiscal Year 2013
First Quarter	$	0.15	$	0.07
Second Quarter		0.09		0.06
Third Quarter		0.09		0.05
Fourth Quarter		0.09		0.06

Fiscal Year 2014
First Quarter	$	0.06	$	0.04
Second Quarter		0.09		0.05
Third Quarter		0.07		0.05
Fourth Quarter		0.10		0.05

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As of November 30, 2014, there were approximately 2,200 stockholders of record. The closing price of the common stock as reported on the OTC Bulletin Board on November 30, 2014 was $0.01. 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, 14,681,756 shares have been authorized.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)


Equity compensation plans approved by security holders		4,150,000		0.20		5,318,244

Equity compensation plans not approved by security holders		-		-		-

Recent Sales of Securities Exempt from Registration

The Company has issued the following securities which were exempt from registration:

During the third and fourth quarter of 2010, the Company issued 1,017,500 shares for 2010 to employees and directors, for services rendered in 2010.

During the fourth quarter of 2011, the Company awarded 525,000 shares for 2011 to directors, for services rendered in 2011. These shares were unissued at September 30, 2012.

During the fourth quarter of 2012, the Company awarded 525,000 shares for 2012 to directors, for services rendered in 2012. These shares were unissued at September 30, 2012.

During the second quarter of 2012, Board of Directors granted 4,750,000 stock options to officers and board of directors members of the Company. The options vest over two years, are exercisable for a period of 2 years and have a $0.20 strike price. The options are only exercisable if the Company’s share price reaches $0.75 per share and remains consistently at or above that level for a period of one month.

During the fourth quarter of 2013, the Company awarded 420,000 shares for 2013 to directors, for services rendered in 2013. These shares were unissued at September 30, 2013.

All the 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, 2014, has been derived from the audited financial statements of the Company. The financial statements as of and for the years ended September 30, 2014 and 2013 have been audited by MaloneBailey, LLP, 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.

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Statements of Operations Data
	For the Years Ended September 30,
	2014			2013

Operating expenses	$	1,598,034		$	5,156,265
Interest expense		(131,979	)		(36	)
Gain/(loss) on change in fair value derivative		136,811			-
Day 1 loss on embedded derivative		(392,220	)		-
Other income (expense)		4,829			3,484
Benefit (provision) for taxes		-			-

Net loss	$	(1,980,593	)	$	(5,152,817	)

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

Weighted average shares of common stock outstanding		764,953,181			764,429,260

Balance Sheets Data
	September 30,
	2014		2013

Concession costs and fees	$	6,006,235	$	6,037,803
Total assets	$	11,695,038	$	12,472,600
Total liabilities	$	2,065,190	$	983,293
Shareholders’ equity	$	9,629,848	$	11,489,307

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 the Company’s 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.”

The business of exploring for, developing, or acquiring oil and gas assets is capital intensive and the Company expects to continue to make significant capital expenditures over the next several years as part of its long-term growth strategy. The Company has no revenue from current operations and its existing cash and cash equivalents are finite. It is anticipated that external financing will be required in the future to fund the Company’s intended acquisition and exploration programs.

Possible sources of funding include private or public financings (including possible rights offering, registered direct offerings or private placements of the Company’s capital stock), strategic relationships or other arrangements. While ERHC has obtained funding for operations from private equity placements in the past, there is no assurance that the Company will be able to do so again in the near future at commercially reasonable terms or at all despite any progress in its business prospects. At the Company’s current stage of development, public or private debt funding may not be available on acceptable terms or at all. If ERHC enters into strategic relationships to raise additional funds, it might be required to relinquish certain rights to its assets and/or future revenue streams from any prospective resource plays.

Failure to raise capital or secure financing when needed could leave ERHC with insufficient resources in the future to sustain its exploration and development activities. Without additional capital resources, the Company may be forced to limit, defer or cease acquisitions or capital expenditures, sell assets, cede acreage or acquired interest, reduce operating expenses, or delay or reduce planned exploration and development programs, which in turn may adversely affect the Company’s financial condition and business prospects. Raising any additional funds through equity or debt financing, convertible debt financing, joint ventures with corporate partners or other sources may be dilutive to the Company’s existing shareholders and may affect the price of its common stock. Ultimately, there can be no assurance that ERHC will be successful in obtaining additional financing to fund its growth.

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CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. Our expectations, beliefs and projections are expressed in good faith and are believed by us to have a reasonable basis, including without limitations, management's examination of historical operating trends, data contained in our records and other data available from third parties, but there can be no assurance that management's expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors and matters discussed elsewhere herein and the risks discussed in Item 1A. Risk Factors, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: geopolitical instability where we operate; our ability to meet our capital needs; our ability to raise sufficient capital and/or enter into one or more strategic relationships with one or more industry partners to execute our business plan; our ability and success in finding, developing and acquiring oil and gas reserves; our ability to respond to changes in the oil exploration and production environment, competition, and the availability of personnel in the future to support our activities.

Overview

ERHC Energy Inc., a Colorado corporation, (“ERHC” or the “Company”) was incorporated in 1986. The Company’s business is the exploration and exploitation of oil and gas resources in Africa including its rights to working interests in exploration acreage in the Republic of Kenya (“Kenya”), in the Republic of Chad (“Chad”), in the Joint Development Zone (“JDZ”) between the Democratic Republic of Săo Tomé and Príncipe (“STP”) and the Federal Republic of Nigeria (“FRN or “Nigeria”) and in the exclusive economic zone of Săo Tomé (the “Exclusive Economic Zone” or “EEZ”).

A description of the Company’s current operations is contained in Item 1 of this Form 10-K and readers are encouraged to read that analysis in connection with Management’s Discussion and Analysis of Financial Condition and Plan of Operations.

In recent years ERHC has been focused on identifying opportunities in Africa that work to the strengths of its management team and leverage the experience gained through the Company's long term involvement in the JDZ and EEZ.

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 working interests in agreements with Kenya, Chad, the DRSTP and JDA concerning oil and gas exploration. The Company has developed internal capabilities and is also forming relationships with other oil and gas companies with the technical and financial capabilities to assist the Company in leveraging its interests in Kenya, Chad, the EEZ and the JDZ. The Company currently has no other operations.

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 interests in Kenya, Chad, its DRSTP concession, and its JDA interests in light of its 2003 Option Agreement and there have been no events or circumstances that would indicate that such assets might be impaired.

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Recent Accounting Pronouncements

There have been no recently issued accounting pronouncements that have had or are expected to have a material impact on the Company’s consolidated financial statements.

Results of Operations

Year Ended September 30, 2014 Compared with Year Ended September 30, 2013

General and administrative expenses decreased from $3,808,760 in the year ended September 30, 2013 to $3,290,150 in the year ended September 30, 2014. General and administrative expenses remained relatively consistent due to no major changes in operations of the Company.

During the year ended September 30, 2014, the Company had a net loss of $1,980,593 compared with a net loss of $5,152,817 for the year ended September 30, 2013. The decrease was primarily due to a gain on sale of partial interest in Kenya concession of $2,724,793 in the year ended 2014 and a decrease in exploration expenses of $258,007 to $964,382 in the year ended September 30, 2014 compared to $1,222,399 for the same period in 2013.

Liquidity

Year Ended September 30, 2014 Compared with Year Ended September 30, 2013

Net cash used by operating activities during the year ended September 30, 2014 was $6,632,821, an increase of $2,068,226 from cash used by operating activities of $4,564,595 in the year ended September 30, 2013. This increase was primarily due to increase in interest expenses of $131,943 related to non-cash amortization of debt discounts and change in derivative liabilities of $255,409 related to convertible notes payable issued during the year ended September 31, 2014, as well as an increase in cash used in Chad operations.

Net cash provided by investing activities during the year ended September 30, 2014 was $6,551,091, a change of $10,008,460 from cash used by investing activities of $(3,457,369) in the year ended September 30, 2013. This increase was primarily due to proceeds from sales of participation interest of $4,731,608 related to Kenya farm-out agreement and proceeds from the certificate of deposit of $2,186,182 which matured during the year ended September 30, 2014.

Net cash provided by financing activities during the year ended September 30, 2014 was $1,079,932, a decrease of $460,246 from cash provided by financing activities of $1,540,178 in the year ended September 30, 2013. This decrease was primarily due to no proceeds from common stock issuances under the rights offering; which was offset by the proceeds for convertible debt issued during the year ended on September 30, 2014 by compared to the same period in 2013.

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Capital Resources

Our working capital (defined as current assets minus current liabilities) has historically been generated primarily from the following sources: investing cash flow (proceeds from sale of partial interest in DRSTP concession) and financing cash flows (proceeds from sale of common stock under various arrangements).

As of September 30, 2014, the Company had $2,182,406 in cash and cash equivalents and working capital of $1,491,234. The Company is currently raising more funds through convertible debentures.

Future Capital Requirements

Management estimates ERHC’s minimum annual working capital requirements to be $4,250,000. However, as described in more detail in Item 1 of this Form 10-K and under Contractual Obligations below, the Company anticipates that it will need at least an additional $1,016,360 for its exploration of the Chad asset over the next twelve months, bringing the minimum capital requirements to $5,250,360. In October 2013, the Company reached a farm-out agreement with CEPSA. In consideration, CEPSA will carry ERHC’s proportionate obligations on the Kenya Block 11A PSC as and to the extent specified in the farm-out agreement. In addition, the Company has retained the services of Deloitte Corporate Finance LLC (DCF) to advise on the Company's oil assets in the Republics of Chad and Kenya. DCF will advise the Company on matters related to possible joint ventures, alliances sales and/or divestitures on the Chad and Kenya licenses

Apart from farm-outs, Management currently considers equity finance to be one of the most viable options for raising additional capital. The Company plans to proceed to raise equity finance by registered direct offerings to strategic investor(s) and is presently working with an investment banker and other financial intermediaries. The Company is currently raising funds through convertible loans and other debt instruments

Assets Carried at Fair Value

The Company holds common stock and warrant investments (collectively “Marketable Equity Securities”) in Oando Energy Resources, Inc. (formerly Exile Resources, Inc.) which is a publicly traded company listed on the Toronto Stock Exchange. These assets are carried at fair market value in ERHC’s financial statements. Both stocks and warrants are accounted for as available for sale securities, and changes in their fair value are recognized in other comprehensive income (loss). The Company relies on an independent broker to provide fair values for its investments. Management believes that changes in fair value of the above mentioned assets do not have a material effect on liquidity or capital resources.

Off-Balance Sheet Arrangements

At September 30, 2014, the Company had no off-balance sheet arrangements.

Short –Term Obligations

As of September 30, 2014, the Company had a total of $1,756,576 in short-term obligations. These short-term obligations include $625,533 in convertible short term note payable and $751,404 of short term derivative liability.

Contractual Obligations and Commercial Commitments

The following table provides information at September 30, 2014, 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

Kenya license interest (1)	$	2,250,000	$		$	2,250,000	$	-	$	-
Chad license interest (2)		15,081,800		1,016,360		2,032,720		12,032,720		-
Operating lease (3)		371,632		129,027		242,605		-		-

Total	$	17,703,432	$	1,145,387	$	4,525,325	$	12,032,720	$	-

(1)

ERHC’s obligations under this PSC are been carried by CEPSA as part of consideration for it’s 55% working interest in the Block. This obligation is the ERHC’s portion of 25% of 35% cost of drilling an exploration well in either 4th quarter of 2015 or 1^st of 2016 in accordance to the its farm-out agreement

(2)

This represents obligations under our PSC with Chad. The Company has a $15,000,000 commitment under a five year work program. This commitment must include annual expenditures of at least $1,000,000 and accordingly, the above analysis is prepared using the minimum commitment. Furthermore, the Company is contractually obligated to pay annual Surface Area Fees, estimated to be $16,360 per year during the Initial Exploration Period.

(3)

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

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Contingencies and Legal Matters

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

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

At September 30, 2014, all the Company’s oil and gas exploration acreages were located outside the United States. The Company’s primary assets are agreements with Government of the Republic of Kenya, the Republic of Chad, the DRSTP and the JDA, which provide ERHC with rights to participate in exploration and production activities in the Republic of Kenya, the Republic of Chad, and in Gulf of Guinea off the coast of 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 relative to 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.

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Item 8. Financial Statements and Supplementary Data

ERHC ENERGY INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page(s)

Report of Independent Registered Public Accounting Firm on the Financial Statements for the Years ended September 30, 2014 and 2013	29

Consolidated Financial Statements:

Consolidated Balance Sheets as of September 30, 2014 and 2013	30

Consolidated Statements of Operations for the Years Ended September 30, 2014 and 2013	31

Consolidated Statements of Comprehensive Income for the Years Ended September 30, 2014 and 2013	32

Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2014 and 2013	33

Consolidated Statements of Cash Flows for the Years Ended September 30, 2014 and 2013	34

Notes to Consolidated Financial Statements	35

Financial Statement Schedules

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 accompanying consolidated balance sheets of ERHC Energy Inc. and its subsidiaries (collectively the “Company’) as of September 30, 2014 and 2013 and the related consolidated statements of operations, other comprehensive loss, changes in shareholders’ equity and cash flows for each of the two years then ended. 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 audits provide 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 Energy Inc. and its subsidiaries as of September 30, 2014 and 2013, and the results of their operations and their cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ MaloneBailey, LLP

www.malone-bailey.com

Houston, Texas

December 29, 2014

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ERHC ENERGY INC.

CONSOLIDATED BALANCE SHEETS

September 30, 2014 and 2013

	2014			2013

ASSETS

Current assets:
Cash and cash equivalents	$	2,182,406		$	1,184,204
Investment in Oando Energy Resources		671,402			563,525
Deferred debt origination cost – short term		147,079			-
Prepaid expenses and other		246,922			228,881

Total current assets		3,247,809			1,976,610

Oil and gas concession fees		6,006,235			6,037,803
Furniture and equipment, net of accumulated depreciation of $368,587 and $303,303 at September 30, 2014 and 2013, respectively		206,273			202,364
Restricted certificate of deposit		-			2,186,182
Deferred debt origination cost – long term		43,755			-
Income tax receivable		2,018,533			2,018,533
Prepaid expenses – long term		172,433			51,108

Total assets	$	11,695,038		$	12,472,600

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	379,639		$	983,293
Convertible note payable, net of discount – short term		625,533			-
Derivative liability – short term		751,404			-

Total current liabilities		1,756,576			983,293

Convertible note payable, net of discount – long term		38,076			-
Derivative liability – long term		270,538			-

Total liabilities		2,065,190			983,293
Commitments and contingencies:

Shareholders’ equity:
Preferred stock, par value $0.0001; authorized 10,000,000 shares; none issued and outstanding		-			-
Common stock, par value $0.0001; authorized 3,000,000,000 shares; issued and outstanding 765,194,088 and 764,849,260 shares at September 30, 2014 and 2013, respectively		76,520			76,485
Additional paid-in capital		101,080,306			101,067,084
Accumulated other comprehensive loss		(678,598	)		(786,475	)
Accumulated deficits		(90,848,380	)		(88,867,787	)

Total shareholders’ equity		9,629,848			11,489,307

Total liabilities and shareholders’ equity	$	11,695,038		$	12,472,600

The accompanying notes are an integral part of these consolidated financial statements.

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ERHC ENERGY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended September 30, 2014 and 2013

	Year Ended September 30,
	2014			2013

Costs and expenses:
General and administrative	$	3,290,150		$	3,808,760
Exploration expenses		964,393			1,222,399
Depreciation		68,284			125,106
Gain on sale of partial interest on sale of concession		(2,724,793	)		-

Total costs and expenses		1,598,034			5,156,265

Other income and (expenses):
Interest income		4,829			3,484
Gain on change in fair value of derivatives		136,811			-
Day 1 loss on embedded derivative		(392,220	)		-
Interest expense		(131,979	)		(36	)

Total other income and (expense)		(382,559	)		3,448

Loss before benefit (provision) for income taxes		(1,980,593	)		(5,152,817	)

Benefit (provision) for income taxes:
Current		-			-
Deferred		-			-

Total benefit (provision)for income taxes		-			-

Net loss	$	(1,980,593	)	$	(5,152,817	)

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

Weighted average number of common shares outstanding - basic and diluted		764,953,181			751,978,263

The accompanying notes are an integral part of these consolidated financial statements.

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ERHC ENERGY INC.

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

For the Years Ended September 30, 2014 and 2013

	Year Ended September 30,
	2014			2013

Net loss	$	(1,980,593	)	$	(5,152,817	)

Other comprehensive income – unrealized gain (loss) on available for sale securities		107,877			22,612

Total other comprehensive loss	$	(1,872,716	)	$	(5,130,205	)

The accompanying notes are an integral part of these consolidated financial statements.

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ERHC ENERGY INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the Years Ended September 30, 2014 and 2013

											Accumulated
					Additional						Other
	Common Stock				Paid-In			Accumulated			Comprehensive
	Shares		Amount		Capital			Deficit			Income			Total

Balance at September 30, 2012		739,458,854	$	73,947	$	99,479,431		$	(83,714,970	)	$	(809,087	)	$	15,029,321
Common stock issued for services		420,000		42		25,158			-			-			25,200
Stock option expense		-		-		24,813			-			-			24,813
Stock issued in rights offering		24,970,406		2,496		1,537,682			-			-			1,540,178
Unrealized gain on available for sale equity securities		-		-		-			-			22,612			22,612
Net loss								$	(5,152,817	)	$			$	(5,152,817	)

Balance at September 30, 2013		764,849,260		76,485		101,067,084			(88,867,787	)		(786,475	)		11,489,307
Common stock issued for services		344,828		35		19,966			-			-			20,001
Stock option expense		-		-		6,957			-			-			6,957
Accounting for tainted warrants		-		-		(13,701	)		-			-			(13,701	)
Unrealized gain on available for sale equity securities		-		-		-			-			107,877			107,877
Net loss		-		-		-			(1,980,593	)		-			(1,980,593	)

Balance at September 30, 2014		765,194,088	$	76,520	$	101,080,306		$	(90,848,380	)	$	(678,598	)	$	9,629,848

The accompanying notes are an integral part of these consolidated financial statements

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ERHC ENERGY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended September 30, 2014 and 2013

	Year Ended September 30,
	2014			2013

Cash flows from operating activities:
Net loss	$	(1,980,593	)	$	(5,152,817	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and depletion expense		68,284			125,106
Day 1 loss on embedded derivative		392,220			-
Gain on change in fair value of derivatives		(136,811	)		-
Compensatory stock options		6,957			24,813
Gain on sale of partial interest in Kenya concession		(2,724,793	)		-
Amortization of convertible debt discount		49,373			-
Amortization of debt issuance cost		41,216			-
Stock issued for services		20,001			-
Stock issued for board compensation		-			25,200
Changes in operating assets and liabilities:
Prepaid expenses and other		(139,366	)		40,600
Accounts payable and other accrued liabilities		(2,229,309	)		428,347
Accounts payable and accrued liabilities, related party		-			(55,844	)

Net cash used by operating activities		(6,632,821	)		(4,564,595	)

Cash Flows From Investing Activities
Purchase of oil and gas concessions		(294,506	)		(991,500	)
Proceeds from sale of partial interest in Kenya concession		4,731,608			-
Proceeds from sale of certificates of deposit		2,186,182			-
Purchase of restricted certificate of deposit		-			(2,186,182	)
Purchase of furniture and equipment		(72,193	)		(279,687	)

Net cash provided (used) by investing activities		6,551,091			(3,457,369	)

Cash flows from financing activities:
Debt origination fees		(232,050	)		-
Proceeds from sale of common stock, net of expenses		-			1,540,178
Proceeds from convertible debt		1,311,982			-

Net cash provided by financing activities		1,079,932			1,540,178

Net increase (decrease) in cash and cash equivalents		998,202			(6,481,786	)

Cash and cash equivalents at beginning of period		1,184,204			7,665,990

Cash and cash equivalents at end of period	$	2,182,406		$	1,184,204

Non-cash investing and financing activities:
Unpaid increase in oil and gas concession fees	$	-		$	(4,000,000	)
Unrealized gain (loss) in Investment in Exile Resources	$	107,877		$	22,612
Non-cash debt origination costs	$	668,946		$	-
Accounting for tainted warrants	$	13,701		$	-

The accompanying notes are an integral part of these consolidated financial statements

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ERHC ENERGY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended September 30, 2014 and 2013

Note 1 – Summary of Significant Accounting Policies

General Business and Nature of Operations

ERHC Energy Inc. ("ERHC", the “Company”) is an independent oil and gas company formed in 1986, as a Colorado corporation. The Company’s current focus is to exploit its primary assets, which are rights to working interests in exploration acreage in the Republic of Kenya (“Kenya”), in the Republic of Chad ("Chad"), in the Joint Development Zone (“JDZ”) between the Democratic Republic of Sao Tome and Principe (“DRSTP”), in 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 5. ERHC currently has no other operations.

Principles of Consolidation

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 U.S. 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.

Concentration of Risks

ERHC primarily maintains its finances with seven financial institutions. From time to time the amount on deposit in one or all of these institutions may exceed federal insurance limits. The balances are maintained in demand accounts to minimize risk.

ERHC’s focus is to exploit its assets which are agreements with the Government of Kenya concerning oil and gas exploration in Kenya, with the Government of Chad concerning oil and gas exploration in Chad, 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 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.

Restricted Certificate of Deposit

A certificate of deposit was placed with a financial institution to secure a guarantee issued by this financial institution under the terms of Kenya PSC.

Investment in Oando Energy Resources (OER)

The Company's investments in common stock and warrants are carried at market value. Both stocks and warrants are accounted for as available for sale securities, and changes in their fair value are recognized in other comprehensive income (loss).

Furniture, Fixtures and Equipment

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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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 after drilling is completed. The determination is based on a process that relies on interpretations of available geologic, geophysics, 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.

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.

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 investments located in Republic Kenya, Republic of Chad and in its DRSTP concession fee in light of its 2003 Option Agreement (see Note 5 and there have been no events or circumstances that would indicate that such assets might be impaired).

Income Taxes

Income taxes are accounted for 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.

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The Company follows the 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 this 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 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.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net 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 loss per share if they are anti-dilutive. Diluted 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-dilutive. For the years ended September 30, 2014 and 2013, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Stock-based Compensation

ERHC recognizes compensation costs resulting from the issuance of stock-based awards to employees and directors over the requisite period based on the fair value of each stock award on the grant date.

Recent Accounting Pronouncements

There have been no recently issued accounting pronouncements that have had or are expected to have a material impact on the Company based on the financial statements.

Note 2 - Fair Value of Financial Instruments

Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Level inputs are 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.

Interest income on cash and cash equivalents is recognized as earned on the accrual basis.

Investments in equity instruments are accounted for as available for sale securities and reported at fair value, determined based on the quoted prices in an active market for identical assets and classified as Level 1 under the Accounting Standards Codification (“ASC”) Topic 825.

During the year ended September 30, 2014, the Company’s investment in the common stock and warrants of OER, a Canadian oil and gas company that trades on the Toronto Stock Exchange (TSX) increased in value by $107,877 to $671,402. This increase in value is included as an increase in stockholders' equity in accumulated other comprehensive income (loss).

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The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while ERHC believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. In determining fair value, the ERHC generally applies the market approach, which uses prices and other relevant data based on market transactions involving identical or comparable assets and liabilities. There have been no changes in the methodologies used at September 30, 2014 and 2013.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2014 and 2013, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

September 30, 2014

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

Marketable equity securities - Oando Energy Resources:
Common stock	$	669,476	$	-	$	-	$	669,176
Derivative liability		-		-		1,021,942		1,021,942
2-Year Warrants		1,926		-		-		1,926

	$	671,402	$	-	$	1,021,942	$	1,693,044

September 30, 2013

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

Marketable equity securities - Oando Energy Resources:
Common stock	$	543,169	$	-	$	-	$	543,169
2-Year Warrants		20,356		-		-		20,356

	$	563,525	$	-	$	-	$	563,525

During the year then ended September 30, 2014, the Company issued a number of convertible notes payable, and identified derivatives related to these notes. ERHC classifies its derivative liabilities as Level 3 and values them using the methods discussed in Note 4. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed in Note 4 are that of volatility and market price of the underlying common stock of the Company.

As of September 30, 2014, the Company did not have any derivative instruments that were designated as hedges.

The derivative liability as of September 30, 2014, in the amount of $1,021,942 has a level 3 classification.

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The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2014:

	Derivative Liability

Balance at September 30, 2013	$	-
Increase in derivative value due to issuances of convertible promissory notes		752,832
Day 1 loss on derivative liabilities		392,220
Increase in derivative value attributable to tainted warrants		13,701
Change in fair market value of derivative liabilities on convertible notes due to the mark to market adjustment		(129,008	)
Change in fair market value of derivative liabilities on tainted warrants due to the mark to market adjustment		(7,803	)

Balance at September 30, 2014	$	1,021,942

Note 3 – Convertible Debt

The Company had the following convertible debt outstanding at September 30, 2014:

Lender	Date of Agreement	Term (Months)		Annual Interest Rate				Face Value		Accrued Interest		Discount		Deferred Debt Origination Costs Due at Maturity(c)		Net Convertible Note Payable		Note Derivative Liability
JMJ Financial	4/15/2014		24		5.83	%	(a)	$	100,000	$	1,342	$	95,379	$	11,111	$	17,074	$	117,809
KBM Worldwide	4/24/2014		9		8.00	%			103,500		4,809		-		-		108,309		-
KBM Worldwide	6/26/2014		9		8.00	%			53,000		1,487		-		-		54,487		-
JSJ Investments	4/29/2014		6		12.00	%			100,000		10,126		-		-		110,126		-
Adar Bays	5/20/2014		12		8.00	%			52,500		1,530		48,234		-		5,796		81,401
LG Capital	5/20/2014		12		8.00	%			52,500		1,530		48,234		-		5,796		68,626
Redwood Fund III	5/15/2014		6		7.85	%	(b)		100,000		5,934		-		-		105,934		-
Vista Capital Investments	6/16/2014		24		5.83	%	(b)		50,000		423		43,441		5,556		12,538		60,785
Tonaquint, Inc	7/10/2014		12		12.00	%			115,000		3,100		104,979		-		13,121		152,002
Union Capital	7/16/2014		12		8.00	%			30,000		533		-		-		30,533		-
Iconic Holding, LLC	7/16/2014		12		10.00	%			75,000		1,562		69,626		-		6,936		67,480
Auctus Private	7/29/2014		9		8.00	%			58,750		1,082		-		-		59,832		-
KBM Worldwide	8/11/2014		9		8.00	%			53,000		712		-		-		53,712		-
Vista Capital Investments	8/26/2014		24		5.83	%	(b)		25,000		70		24,766		2,777		3,081		28,000
KBM Worldwide	9/2/2014		9		8.00	%			47,500		389		-		-		47,889		-
JMJ Financial	9/3/20114		24		5.83	%	(a)		50,000		108		47,948		5,556		7,716		58,046
JSJ Investments	9/8/2014		6		12.00	%			100,000		1,447		87,602		-		13,845		217,078
Macallan Partners, LLC	9/9/2014		12		10.00	%			120,000		690		113,806		-		6,884		164,817
								$	1,285,750	$	36,874	$	684,015	$	25,000	$	663,609	$	1,016,044

(a)	Implied interest rate. The note is subject to a one time 12% interest charge unless repaid within 90 days

(b)	Implied interest rate. The note is subject to a one time 12% interest charge regardless of how long it has been outstanding

(c)	Original Issue Discount due at maturity of the note

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The following table summarizes conversion terms of the notes outstanding at September 30, 2014:

Lender	Date of Agreement	Conversion Rate	Calculation Period	Eligible for Conversion
JMJ Financial	April 15 and September 3, 2014	Lesser of $0.06 or 60%	25 trading days prior to conversion	180 after the effective date s
KBM Worldwide	April 24, June 26, August 11 and September 2, 2014	61%	10 trading days prior to conversion	180 after the effective dates
JSJ Investments	April 29, 2014	60%	20 trading days prior to conversion	180 after the effective date
Adar Bay	May 20, 2014	50%	10 trading days prior to conversion	180 after the effective date
LG Capital	May 20, 2014	50%	20 trading days prior to conversion	180 after the effective date
Redwood Fund III	May 15, 2014	55%	20 trading days prior to conversion	180 after the effective date
Vista Capital Investments	June 16 and August 26, 2014	Lesser of $0.075 or 60%	25 trading days prior to conversion	180 after the effective dates
Tonaquint, Inc	July 10, 2014	65%	25 trading days prior to conversion	180 after the effective date
Union Capital	July 16, 2014	55%	20 trading days prior to conversion	180 after the effective date
Iconic Holding, LLC	July 16, 2014	Lesser of $0.085 or 60%	20 trading days prior to conversion	180 after the effective date
Auctus Private	July 29, 2014	55%	25 trading days prior to conversion	180 after the effective date
JSJ Investments	September 8, 2014	60%	20 trading days prior to conversion	180 after the effective date
Macallan Partners, LLC	September 9, 2014	55%	20 trading days prior to conversion	180 after the effective date

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As of September 30, 2014, Company recorded the following deferred origination costs related to the convertible notes:

Lender		Date of Agreement	Transaction Costs		Deferred Debt Origination Costs Due at Maturity (b)		Legal and Other Debt Origination Costs		Initial Deferred Origination Costs		Amortization (c)		Net Deferred Debt Origination Costs
JMJ Financial		4/15/2014	$	10,000	$	11,111	$	-	$	21,111	$	2,215	$	18,896
KBM Worldwide		4/24/2014		10,000		-		3,500		13,500		5,808		7,692
KBM Worldwide		6/26/2014		5,000		-		3,000		8,000		1,753		6,247
JSJ Investments		4/29/2014		10,000		-		-		10,000		8,438		1,562
Adar Bays		5/20/2014		5,000		-		2,500		7,500		2,600		4,900
LG Capital		5/20/2014		5,000		-		2,500		7,500		2,600		4,900
Redwood Fund III		5/15/2014		10,000		-		-		10,000		7,562		2,438
Vista Capital Investments		6/16/2014		5,000		5,556		-		10,556		696		9,860
Various	(a)	Various		-		-		33,800		33,800		5,693		28,107
Tonaquint, Inc		7/10/2014		10,000		-		15,000		25,000		1,102		23,898
Union Capital		7/16/2014		-		-		4,500		4,500		-		4,500
Iconic Holding, LLC		7/16/2014		6,750		-		7,500		14,250		-		14,250
Auctus Private		7/29/2014		5,250		-		6,250		11,500		1,208		10,292
KBM Worldwide		8/11/2014		5,000		-		3,000		8,000		840		7,160
Vista Capital Investments		8/26/2014		2,500		2,777		-		5,277		-		5,277
KBM Worldwide		9/2/2014		4,500		-		2,500		7,000		460		6,540
JMJ Financial		9/3/2014		5,000		5,556		-		10,556		-		10,556
JSJ Investments		9/8/2014		10,000		-		2,000		12,000		241		11,759
Macallan Partners, LLC		9/9/2014		-		-		12,000		12,000		-		12,000
			$	109,000	$	25,000	$	98,050	$	232,050	$	41,216	$	190,834

(a)

An aggregate of lesser deferred debt origination costs

(b)

Original Issue Discount due at maturity of the note

(c)

Charged to the period's interest expense

(d)

At September 30, 2014, Net Deferred Origination Costs in the amount of $43,755 had remaining useful lives exceeding twelve months, and were accordingly classified as long term.

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Note 4 – Derivative Liabilities

As described in Notes 2 and 7, the Company has identified embedded derivatives in notes payables and outstanding warrants.

The fair value of the embedded derivatives related to the convertible notes payable, comprising conversion feature with the reset provisions and the default provisions, at issuance and September 30, 2014 was determined using the multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model. These models are based on future projections of the various potential outcomes and utilize the following assumptions:

The stock price would fluctuate with the Company projected volatility;

The Derivative Convertible Notes (held by JMJ Financial, LG Capital, Adar Bay, Vista Capital Investment, Tonaquint Inc., KBM Worldwide, JSJ Investments, Iconic Holding LLC, Macallan Partners LLC, Union Capital, Auctus Private, and Redwood Fund III) convert at 40% to 60% of the market prices;

An event of default would occur initially 0% of the time, increasing 1.00% per month until it reaches 10%;

The projected volatility curve for each valuation period was based on the historical volatility of the Company, ranging between 101% and 103%;

The Company would redeem the notes initially 0% of the time, and increase monthly by 1.00% to a maximum of 5.00%;

The holders of the notes would automatically convert the notes at the maximum of two times the conversion price if the Company is not in default, with the target conversion price dropping as maturity approaches; and

The Holder would convert the note early after 0-90-180 days and at maturity if the registration was effective and the Company was not in default.

As discussed in Note 3, the Company issued convertible notes payable that provide for the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date.

The fair value of the embedded derivatives related to the tainted outstanding warrants, comprising exercise feature with the full ratchet reset, at September 30, 2014 was determined using the lattice models that value the derivative liability based on a probability weighted discounted cash flow model. These models are based on future projections of the various potential outcomes and utilize the following assumptions:

The stock price would fluctuate with the Company projected volatility;

The stock price would fluctuate with an annual volatility. The projected volatility curve for each valuation period was based on the historical volatility of the Company, ranging between 101% and 103%;

The Holder would exercise the warrant as they become exercisable at target prices of two times the higher of the projected reset price or stock price;

The Warrants with the $0.355; $0.28; and $0.275 exercise prices are fixed and not projected to adjust; and

The Feltang Warrants have expired in the period ending September 30, 2014 without being exercised.

The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to fair value as of each subsequent reporting date which at September 30, 2014 was an aggregate of $1,021,942.

During the year ended September 30, 2014, the Company recorded an aggregate $136,811 gain on change in fair value of derivative liabilities and a $392,220 day 1 loss upon recognition of these derivatives. See Note 3 for more information.

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Note 5 – Oil and Gas Concessions

Following is an analysis of the cost of oil and gas concessions at September 30, 2014 and 2013:

	2014		2013

DRSTP concession	$	3,113,795	$	2,839,500
Chad concession		2,800,600		2,800,600
Kenya concession		-		326,073
Pending concessions in other African countries		91,840		71,630

	$	6,006,235	$	6,037,803

Republic of Kenya Concession Fees and Other Financial Commitments

On June 28, 2012, ERHC entered into a production sharing contract ("PSC") with the Government of the Republic of Kenya for certain onshore hydrocarbon exploration and production of Block 11A located in northwestern Kenya.

The following is an analysis of the costs paid, payable or incurred at September 30, 2014 and 2013:

	2014		2013

Signature bonus	$	-	$	310,000
Other costs		-		16,073

Meeting fees and other costs	$	-	$	326,073

ERHC is also committed under the PSC to:

pay surface fees of $60,000 per year and annual training fees of $175,000 per year during the initial exploration term of two years that started in the first quarter of 2013,

spend at least $10,250,000 over the first two years on a minimum work program, and an additional $30,00,000 in each of the following two periods of two years each.

In October, 2013, the Company entered into a farm-out agreement with CEPSA Kenya Limited, an affiliate of Compañía Española de Petróleos, S.A.U., an international oil and gas company ("CEPSA"). Under the terms of this agreement, the Company assigned and transferred 55% of its participating interest in Kenya Block 11A to CEPSA. Pursuant to the agreement, the Company received farm-in fee of $2,000,000, reimbursement of $2,175,966 of exploration costs incurred, and recovery of capitalized concession costs of $555,642. In connection with this farm-out, the Company recognized a gain of $2,724,793, which includes a $2,000,000 farm-in fee along with $1,946,397 in exploration costs and $229,569 in training and surface fees expensed during the year ended September 30, 2014.

Republic of Chad Concession Fees and Other Financial Commitments

On June 30, 2011, ERHC entered into a production sharing contract ("PSC") with Chad for certain onshore hydrocarbon exploration and development. In September 2013, the Ministry of Energy and Petroleum of Chad approved ERHC’s application to voluntarily relinquish two of the three Blocks covered by the PSC.

The following is an analysis of the costs paid or incurred at September 30, 2014 and 2013:

	2014		2013

Signature bonus	$	2,000,000	$	2,000,000
Advisers’ and ancillary costs related to the PSC		320,600		320,600
Legal fees and costs for the drafting and negotiation of the PSC, as provided in PSC		480,000		480,000

Meeting fees and other costs	$	2,800,600	$	2,800,600

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ERHC is also committed under the PSC to:

spend at least $15,000,000 over the first five years on a minimum work program and at least an additional $1,000,000 over a further period of up to three years

incur surface fees of $16,360 per calendar year during the first validity period starting on July 12, 2012, and lasting for up to eight years. Surface fees for subsequent periods will depend on the exploration progress as well as on the acreage retained by ERHC.

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 100% working interest signature free bonus of two blocks of ERHC’s choice and (b) the option to acquire up to a 15% paid working interest in up to two additional 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 and EEZ blocks:

Block	ERHC Original Participating Interest	ERHC Joint Bid Participating Interest	Participating Interest(s) Transferred	Current ERHC Retained Participating Interest	Remaining Cost Allocated to Blocks
JDZ 2	30.00%	35.00%	43.00%	22.00%	$	-
JDZ 3	20.00%	5.00%	15.00%	10.00%		-
JDZ 4	25.00%	35.00%	40.50%	19.50%		-
JDZ 5	15.00%	-	-	15.00% (in arbitration)		567,900
JDZ 6	15.00%	-	-	15.00% (in arbitration)		567,900
JDZ 9	20.00%	-	-	20.00%		567,900
EEZ 4	100.00%	-	-	100.00%		567,900
EEZ 11	100.00%	-	-	100.00%		842,195

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

Under the terms each of the Participation Agreements Sinopec and Addax agreed to pay all of ERHC’s future costs for petroleum operations (“the carried costs”) in respect of ERHC's retained interests in JDZ blocks 2,3 and 4. Additionally, 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 interests on individual blocks until Sinopec and Addax Sub recover 100% of ERHC’s carried costs.

The remaining $3,113,795 and $2,839,500 of cost related to the DRSTP concession, as shown on the Company's balance sheet at September 30, 2014 and 2013, relate to blocks 5, 6 and 9 of the JDZ, and the Company's EEZ blocks. Production Sharing Contracts are yet to be signed on block 4. During the year ended September 30, 2014, the company finalized Production Sharing Contracts on block 11 and capitalized a total of $274,295 in acquisition costs. As of September 30, 2014, blocks 5 and 6 are in arbitration (see Note 8).

Note 6 – Income Taxes

The composition of deferred tax assets and the related tax effects at September 30, 2014 and 2013 are as follows:

	2014			2013
Net operating losses	$	8,753,206		$	8,152,393
Income tax receivable		2,018,398			2,018,398
Allowance for loss on deposits		1,799,584			1,799,584
Other		827,145			840,966
Total deferred tax assets		13,398,333			12,811,341
Valuation allowance		(11,379,800	)		(10,792,808	)

Net deferred tax asset	$	2,018,533		$	2,018,533

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The deferred tax asset at September 30, 2014 and 2013 represents a pending tax refund due of overpayment made in the 2006 tax return and carryback claims. The refund has not been processed pending resolution of the IRS’ examination of the Company’s 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, 2014 and 2013, is as follows:

	2014			2013

Income tax benefit at federal statutory rate	$	673,402		$	1,751,958
Change in valuation allowance		(637,154	)		(4,077,367	)
Expiration and adjustment of NOLs		(94,021	)		1,932,697
Stock compensation		(9,166	)		(17,005	)
Other		66,939			409,717
	$	-		$	-

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 2014, the Company assessed the need for a valuation allowance against its deferred tax assets. The deferred tax asset valuation allowance was $11,379,800 as of September 30, 2014. 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, 2014, the Company has Federal net operating loss carry forward of approximately $25,744,724. The federal loss carry forward expires on various dates through 2034.

Uncertainty in Tax Positions

On October 1, 2007, the Company adopted the guidance related to 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 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 2007 through 2014 are subject to examination by the tax authorities. The Company is currently under examination by the Internal Revenue Service for the 2006 tax year. Management has determined that the Company has no uncertain tax positions requiring recognition under ASC 740 as of September 30, 2014 and 2013.

Note 7 – Shareholders’ Equity

Common Stock

During the years ended September 30, 2014 and 2013, ERHC issued 764,828, shares of common stock for payment of director and consulting services, to third parties for payment of fees and for issuances under private placements as follows:

Year ended September 30, 2014 issuances

(i)

344,828 shares were granted to financial consulting service provided to the Company and recognized as share-based compensation in the amount of $20,001during the year ended September 30, 2014.

Year ended September 30, 2013 issuances

(i)

420,000 shares were granted to directors for 2013 service, but unissued at September 30, 2013, with related compensation expense of $25,200 recognized based on the market price of the stock on the grant date. Additional expenses of $24,813 relating to previously unrecognized share-based compensation (grants from prior years) was recorded during the year ended September 30, 2013.

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Stock Options

On January 6, 2012, the Board of Directors granted a total of 4,750,000 stock options to officers and board of directors members of the Company under the Company’s 2004 Stock Option Plan. The options vest over two years, are exercisable for a period of 2 years and have a $0.20 strike price. However, the options are only exercisable if the Company’s share price reaches $0.75 per share and remains consistently at or above that level for a period of one month. They have a grant-date fair value of $63,711 or $0.013 per share based on and independent valuation of the options using a lattice model and the following weighted average assumptions:

Risk free interest rate	0.25	%
Dividend yield	0.00	%
Annual volatility	105.97	%
Exit/Attrition rates	2.00	%
Target exercise multiple	2.14	%

During the years ended September 30, 2014 and 2013, the Company recognized compensation expense of $6,957 and $24,813 related to the options grant as described above. As of September 30, 2014, there are 4,150,000 fully-vested options outstanding; none of which are exercisable.

Stock Warrants

On October 6, 2010, an equivalent of 6,818,183 warrants with a term of 5 years and an exercise price of $0.28 were issued to the investors along with the common shares sold. ERHC also issued to the placement agent a total of 459,546 warrants which have an exercise price of $0.275 and a term of approximately 5 years. At September 30, 2014, 7,277,729 warrants remain outstanding with an average exercise price of $0.28 per share and an average remaining life of 1.02 years. 6,500,000 and 0 warrants expired unexercised during the years ended September 30, 2014 and 2013. All warrants outstanding at September 30, 2014 are considered to be antidilutive.

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Stock Warrants Summary

Information regarding warrant, their respective changes and their weighted average exercise prices as of and for the fiscal years ended September 30, 2014 and 2013are as follows:

Description	Warrants		Weighted Average Exercise Price		Market Price Intrinsic Value

Balance at September 30, 2012		13,777,729		0.32		-
Granted		-
Exercised		-
Expired or cancelled		-
Balance at September 30, 2013		13,777,729		0.32		-
Granted		-
Exercised		-
Expired or cancelled		6,500,000
Balance at September 30, 2014		7,277,729		0.28		-

There was no unrecognized compensation cost for the above warrants as of September 30, 2014 and 2013.

Note 8 – Commitments and Contingencies

Legal Proceedings

JDZ Blocks 5 and 6

Proceedings on the suit and the arbitration are currently suspended while the Company pursues amicable settlement with the Governments of Nigeria and Săo Tomé & Príncipe.

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Routine Claims

Operating Lease

ERHC leases office space at 5444 Westheimer Road, Houston, Texas. The lease for office space expires July 31, 2017. The lease calls for monthly base rent payments of $9,825 for approximately 5,200 square feet. During the years ended September 30, 2014 and 2013, ERHC incurred lease expenses of $117,895 and $123,561, respectively. The future remaining annual minimum lease payments under this lease are as follows:

Year Ended September 30,	Amount

2015	$	129,027
2016		131,638
2017		110,968

	$	371,633

The Company also leases various office spaces located outside of the United States with terms ranging from 6 months to 6 years. Total rent expense under these leases for the years ended September 30, 2014 and 2013 amount to $168,427 and $181,133, respectively.

Note 9 – Subsequent Events

Subsequent to September 30, 2014, and before December 29, 2014, the date these financial statements were available to be issued, the Company issued stock to certain lenders pursuant to convertible note agreements held by said lenders, as summarized in the table below.

Lender	Shares Issued
JMJ Financial		10,200,000
JSJ Investments		5,619,308
KBM Worldwide		9,036,211
Redwood Fund III		5,194,805
Adar Bays		14,537,969
LG Capital		12,616,655
		57,204,948

Subsequent to September 30, 2014, and before December 29, 2014, the date these financial statements were available to be issued, the Company announced it had retained the services of Deloitte Corporate Finance LLC (DCF) to advise on the Company's oil assets in the Republics of Chad and Kenya.

Subsequent to September 30, 2014, and before December 29, 2014, the date these financial statements were available to be issued, the Company entered into convertible note agreements, summarized in the table below. ERHC identified embedded derivatives, comprising variable conversion features and reset provisions, which will be reported at fair value as of the note inception date and as of each subsequent reporting date.

Lender	Face Value		Interest Rate			Date of Agreement	Conversion Rate
Tonaquint, Inc	$	55,000		12	%	October 7, 2014		65	%
JMJ Financial #3		50,000		12	%	April 15, 2014	Lesser of $0.06 or 60%
KBM Worldwide		78,500		8	%	October 23, 2014		61	%
LG Capital		52,500		8	%	October 23, 2014		60	%
Cardinal Capital Group		50,000		12	%	November 6, 2014	Lesser of $0.05 or 60%
	$	286,000

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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, 2014 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, 2014. 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, 2014, ERHC’s internal control over financial reporting was effective.

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, 2014, 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 Corporate Governance

The following are the Directors and Principal Executive Officer of the Company as of November 30, 2014:

Name	Age	Position

Howard Jeter	67	Director
Andrew Uzoigwe	71	Director
Mr. Friday Oviawe	52	Director
Peter C. Ntephe	47	Director, President and Chief Executive Officer

Ambassador (rtd.) Howard F. Jeter

Ambassador Jeter is the former interim President and CEO of the Leon H. Sullivan Foundation. He has also served as Executive Vice President of GoodWorks International, LLC, an international consulting firm focused on business facilitation and investment promotion for Africa and the Caribbean. A former career diplomat, Ambassador Jeter served for 27 years in the American Foreign Service and retired from the U.S. State Department with the rank of Career Minister. Ambassador Jeter was U.S. Ambassador to Nigeria, to the Republic of Botswana, and also served as Deputy Assistant Secretary of State for African Affairs, Director of West African Affairs, and Special Presidential Envoy to Liberia. Other diplomatic postings held by Ambassador Jeter include Namibia, Lesotho, Tanzania, and Mozambique. Ambassador Jeter holds a BA in Political Science from Morehouse College, a MA in International Relations and Comparative Politics from Columbia University, and a MA in African Studies from UCLA. He is a member of Phi Beta Kappa, the American Foreign Service Association, the Council on Foreign Relations, and the American Academy of diplomacy. Ambassador Jeter is a former Chairman of the U.S. Export-Import Bank’s Advisory Committee on Africa and a member of the Board of Directors of Africare and the Morehouse College Global Leadership Center. For the past two years, Ambassador Jeter has served as Chair of the Selection Panel for the Rangel Fellowship Program, a collaborative program administered by the State Department and Howard University and Senior Advisor to University of Denver’s International Career Advancement Program. Ambassador Jeter has received numerous awards and recognition for his work and service, including a Presidential Meritorious Award, State Department Superior Honor Awards, Senior Foreign Service Performance Awards, the Rainbow/Push Coalition International Peace and Justice Award, and the prestigious Bennie Trailblazer Award from Morehouse College.

Andrew Uzoigwe, Ph. D

Dr. Uzoigwe retired from Nigerian National Petroleum Corporation (“NNPC”), in 2002, where he served as the Group Executive Director (Exploration & Production), from 1999 until 2002. Prior to that position he served as Managing Director of NNPC’s subsidiary companies, Warri Refining and Petrochemicals Company and Eleme Petrochemicals Company Ltd. During his long tenure at NNPC, Dr. Uzoigwe also held several senior technical and management positions including Chief Engineer and Project Coordinator (Petrochemicals), and Group General Manager (R&D Division), prior to becoming a Managing Director of NNPC’s subsidiary companies. He 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 Pittsburg, California. Dr. Uzoigwe has also served on the Governing Boards of the Raw Material Research and Development Council and the National Emergency Management Agency. 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 holds a Bachelors of Science in Mechanical Engineering and an MBA from the University of California at Berkeley. He also holds a MS and a Doctorate in Petroleum/Chemical Engineering from Stanford University California.

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Friday Oviawe, CPA

Mr. Friday Oviawe is the Managing Partner/CEO of Jackson Friday CPA, LLC (“the Firm”). He has over 25 years of professional audit and accounting experience. The Firm is involved in providing tax, audit and accounting services to small and medium-sized companies. Prior to establishing the Firm, Mr. Oviawe worked at BDO, Seidman, LLP as a Senior Audit Manager in General Audit Services. Before joining BDO Seidman, Friday Oviawe was a Manager in the New York office of McGladrey & Pullen, LLP where he provided audit and business advisory services to middle market companies in both the private and public sectors and not-for-profit organizations including A-133 Audits. Before joining McGladrey & Pullen, Mr. Oviawe spent over six years with Mitchell & Titus, LLP. At Mitchell & Titus, he provided audit and business advisory services to fortune 500 companies as well as small and medium-sized companies. Mr. Oviawe is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants (AICPA). Mr. Oviawe is a Chartered Accountant as well as a Chartered Banker. In addition, he holds Bachelors and Masters Degrees in Finance from University of Nigeria, Nsukka and University of Lagos, Nigeria, respectively.

Peter Ntephe, Ph. D

Peter Ntephe was appointed Chief Executive Officer and elected Director of ERHC Energy in April 2010. He has been involved in the Company’s executive management, in various capacities, since 2001. His roles have included fundamental participation in the negotiation, securing and maintenance of all the Company’s oil and gas interests in sub-Saharan Africa. As Chief Executive Officer, he oversees the executive management of ERHC Energy and its subsidiaries, ensuring that the group’s strategic objectives are met. Under Dr. Ntephe’s leadership, the Company has more than doubled the size of acreage under its control and expanded its strategic focus to include onshore acreage which is comparatively cheaper and less complicated to explore than deep offshore acreage. The Company has also rapidly grown its in-house technical capabilities, enabling it to directly operate some of its onshore assets in a strategic shift from the non-operator model it previously ran. Dr. Ntephe has had a career spanning 26 years. In addition to his PhD from the University of London, he holds five other degrees including a Master of Science from the University of Oxford, a Master of Laws from the University of London and a Master of Science (Management) from the Brunel University, London. Dr. Ntephe has previously taught as adjunct faculty in the Business School of the American Intercontinental University, London. He is a member of the Association of International Petroleum Negotiators (AIPN) and the Committee on Oil and Gas Law of the International Bar Association.

Sylvan Odobulu, Vice President (Administration) and Controller

Sylvan Odobulu was promoted to Vice President - Administration in January 2012. Mr. Odobulu is also the Principal Accounting Officer of ERHC. He has been involved in the Company’s executive management as a Financial Officer and Controller from 2006 to 2011. In addition to his day-to-day administrative duties, Mr. Odobulu is responsible for identifying and developing new Sub-Saharan African indigenous upstream oil and gas interests and business opportunities through mergers and acquisitions. He played a leadership role in conducting the successful Production Sharing Contract negotiations of ERHC’s portfolio assets in the Republic of Chad. He is an expert in logistics and acquisition management, the management of government stakeholders and the integration of all administrative functions required for the effective conduct of the Company’s exploration activities. In his role as Vice President - Administration, Mr. Odobulu is responsible for treasury, human resource and internal controls. As Principle Accounting Officer, Mr. Odobulu is responsible for regulatory and disclosure compliance including preparation of financial statements and other requisite disclosure documents. Prior to joining ERHC, Mr. Odobulu was employed by Ernst and Young LLP from 1999 and served 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. Mr. Odobulu is a member of the Association of International Petroleum Negotiators (AIPN).

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 2012 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. Stock awards in 2013 and 2012 were consistent in number of shares with 2011 and yielded reduced compensation based on a reduction in the Company's share price. In 2010 and 2009, 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.

On January 6, 2012, the Board of Directors granted a total of 3,000,000 stock options to the board of directors members of the Company under the Company’s 2004 Stock Option Plan. The options vest over two years, are exercisable for a period of 2 years and have a $0.20 strike price. However, the options are only exercisable if the Company’s share price reaches $0.75 per share and remains consistently at or above that level for a period of one month. During the second quarter of fiscal 2013, 600,000 options with a total amortized value of $4,023 were forfeited upon resignation of one of the directors of the Company.

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Cash Compensation - During 2014, 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.

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 $1,500 per Committee meeting attended.

The following table sets forth information concerning total director compensation during the 2012 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	$	47,125	$	6,300	$	3,588	$	-	$	-	$	-	$	57,013
Andrew Uzoigwe		48,625		6,300		3,588		-		-		-		58,513
Friday Oviawe		50,500		6,300		3,588		-		-		-		60,388
Peter Ntephe		29,000		6,300		3,588		-		-		-		38,888

(1)

The amounts included in the “Stock Awards” column represent the compensation cost recognized by the Company in 2013 related to non-option awards to directors, computed in accordance with ASC 718. As of September 30, 2013, no non-employee directors had any aggregate outstanding deferred shares. The number of shares underlying stock awards to directors during fiscal 2013 were as follows: Peter Ntephe – 105,000 shares, Howard Jeter - 105,000 shares, Andrew Uzoigwe -105,000 shares, and Friday Oviawe - 105,000 shares. The disclosure relates solely to grants of restricted stock (Under Rule 144) in 2013. Certain of the shares awarded to directors in 2013 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 ASC 718. Note 7 to these financial statements, provides more information on this award.

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GRANTS OF PLAN-BASED AWARDS

No rule 144 awards were made to the Company’s directors in 2014.

It is expected that the directors will receive compensation in fiscal 2014.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table reflects all outstanding equity awards held by the Company’s directors as of September 30, 2014:

Name	Option Awards									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 ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

	Number of Securities Underlying Unexercised Options				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (2)		Option Exercise Price ($)		Option Expiration Date
	Exercisable		Unexercisable (1)

Peter Ntephe		—		525,000		75,000		0.20	1/6/2022		—		—		—		—
Howard Jeter		—		525,000		75,000		0.20	1/6/2022		—		—		—		—
Friday Oviawe		—		525,000		75,000		0.20	1/6/2022		—		—		—		—
Andrew Uzoigwe		—		525,000		75,000		0.20	1/6/2022		—		—		—		—

(1)

The number in this column reflects the rule 144 options awarded in 2012 pursuant to the 2004 Plan that have vested, but are not exercisable due to other factors.

(2)

The number in this column reflects the rule 144 options awarded in 2012 pursuant to the 2004 Plan that have not vested as of September 30, 2014.

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, 2014.

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, Uzoigwe, and Oviawe. No Director is deemed independent unless the Board affirmatively established his independence.

Audit Committee

The Company’s Audit Committee is constituted of Messrs. Oviawe (Chair), 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. Oviawe qualifies as an “Audit Committee Financial Expert” as defined by the SEC.

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. Oviawe’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose on Mr. Oviawe 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 Republic of Kenya, the Republic of Chad, the JDZ between the DRSTP, and Nigeria and in EEZ of Sao Tome and Principe. The Company current business plan is based on attracting and retaining a limited group of highly qualified professionals. ERHC and its subsidiaries had 9 full-time employees at September 30, 2014.

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 Executive Officer and the Vice President (Administration) and Controller (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.

2014 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

The Company does not have a formal retention plan in place.

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

Mr. Friday Oviawe –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 2014 and 2013:

		Salary		Bonus		Stock Awards Authorized and Issued		Stock Awards Authorized Unissued		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Name and Principal Position	Year	($)		($)(7)		($)		($)(6)		($)(6)		($)		($) (5)		($)		($)

Peter Ntephe (1)
Chief Executive Officer	2014		236,000		—		—		—		—		—		—		—		236,000
	2013		236,000		—		—		—		5,979		—		—		—		241,979

Sylvan Odobulu (2)
Vice President - Administration & Controller	2014		180,000		—		—		—		—		—		—		—		180,000
	2013		180,000		—		—		—		4,484		—		—		—		184,484

(1)

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 CEO. Stock awards and other compensation were awarded for his service as a director from April 2010 when he was elected to the board.

(2)

Mr. Odobulu joined the Company in July 2006 as controller and is the Principal Accounting Officer. He was promoted to Vice President – Administration in January 2012, at which time his salary was increased from $162,000 to $180,000 per year.

(3)

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

(4)

Represents earned portion of the option award described in more detail in Note 7 to the Audited Financial Statements included in this Form 10-K.

(5)

Upon the recommendation of the Compensation Committee, Mr. Ntephe and Mr. Odobulu were awarded bonuses of $59,000 and $40,500, respectively, during the second quarter of fiscal 2012. The bonuses were awarded in consideration of the work performed on Chad PSC, and payment is deferred until appropriate farm-in partners are secured, the Chad blocks are monetized, and all signature bonus payments are made to the Chad authorities.

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GRANTS OF PLAN-BASED AWARDS

No rule 144 awards were made to the Company’s executive officers in 2014.

It is expected that the executive officers will receive compensation in fiscal 2014.

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, 2013:

	Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (2)		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		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 ($)
	Exercisable		Unexercisable (1)

Peter Ntephe		—		875,000		125,000		0.20	1/6/2022		—		—		—		—
Sylvan Odobulu		—		656,250		93,750		0.20	1/6/2022		—		—		—		—

(1)

The number in this column reflects the rule 144 options awarded in 2012 pursuant to the 2004 Plan that have vested, but are not exercisable due to other factors.

(2)

The number in this column reflects the rule 144 options awarded in 2012 pursuant to the 2004 Plan that have not vested as of September 30, 2014.

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OPTION EXERCISES AND STOCK VESTED

During fiscal 2014, no stock options were exercised by the Company’s named executive officers and no restricted stocks vested.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

As of September 30, 2014, Company has entered into two 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 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.

Employment Contracts

The following is an analysis of the Company’s employment contracts with named executive officers at September 30, 2014:

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, 2014 (*)

Peter Ntephe

President and Chief Executive Officer

4/22/2014

4/21/2016

2 years

19,667 /

236,000

118,000

Sylvan Odobulu

Vice President – Administration and Controller

7/3/2014

7/2/2016

2 years

15,000 /

180,000

90,000

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

The above contracts contain the following (among other provisions):

An extension provision that at any time before the expiration of the primary term of 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.

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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 became Chief Operating Officer (and began acting as interim Chief Executive Officer) in April 2008. In April 2010, Mr. Ntephe was appointed Chief Executive Officer and Executive Director. Mr. Ntephe is contracted in that capacity through ERHC’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

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)

Equity compensation plans approved by security holders		4,150,000		0.20		5,318,244

Equity compensation plans not approved by security holders		-		-		-

Compensation Committee Interlocks Insider Participation

The Company’s Compensation Committee is comprised Messrs. Uzoigwe (Chair), Jeter and Oviawe. 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.

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Item 12. Security Ownership of Certain Beneficial Owners and Management 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, 2014 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 November 30, 2014 there were 765,194,088 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.

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

Principal Shareholders
Chrome Oil Services LTD (Sir Emeka Offor)		200,285,727	(2)		26.19	%
c/o No 22 Lobito, Wuse II
Abuja, Nigeria

Chrome Energy, LLC (Sir Emeka Offor)		103,305,706	(2)		13.51	%
c/o No 22 Lobito Crescent, Wuse II,
Abuja, Nigeria.

Sir Emeka Offor		307,796,433	(2)		40.24	%
228B Muri Okunola ST, PO Box 71898 Victoria Island
Lagos, Nigeria

Directors and Named Executive Officer
Peter Ntephe (3)		1,191,172			*
Dr. Uzoigwe (3)		850,000			*
Howard Jeter (3)		850,000			*
Friday Oviawe (3)		505,000			*
Sylvan Odobulu (3)		365,000			*

All directors and named executive officer as a group (5 persons)		3,761,172			0.49	%

* Less than one percent

(1)

The number of shares beneficially owned by each person or group as of November 30, 2014 (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 Chrome Oil Services, Ltd., and Chrome Energy, LLC. Accordingly he is the beneficial owner of the 200,285,727 shares held by Chrome Oil Services, Ltd., and 103,305,706 shares held by Chrome Energy, LLC and has complete voting and investment control over those shares. He also holds 4,205,000 shares in his own name. As a result Sir Emeka Offor is the beneficial owner of a total of 307,796,433 shares of common stock in ERHC as of November 30, 2014.

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

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Item 13. Certain Relationships and Related Transactions

Review, Approval or Ratification of Transactions with Related Persons

The Audit Committee of the Company is responsible for reviewing, 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.

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 2014 and 2013

None

Item 14. Principal Accounting Fees and Services

Aggregate fees for professional services rendered by MaloneBailey, LLP for the fiscal years ended September 30, 2014 and 2014, were as follows:

	2014		2013

Audit fee	$	62,000	$	65,000
Tax fees		5,750		7,500

	$	67,750	$	72,500

Audit fees for the fiscal years ended September 30, 2014 and 2013 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, 2014 and 2013, 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, 2014 and 2013, 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.

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 MaloneBailey in providing services to us for the fiscal year ended September 30, 2014 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 10.23*		Summary of Production Sharing Contract between the Republic of Chad and ERHC, dated June 30, 2011
Exhibit 10.24*		Novation of the Production Sharing Contract between the Republic of Chad and ERHC dated November 18, 2013 and a Decree of the President of the Republic of Chad dated September 24, 2013
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 December 29, 2014, on its behalf by the undersigned, thereunto duly authorized.

ERHC Energy Inc.
By:	//s//Peter Ntephe
	Peter Ntephe
	President and 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	December 29, 2014
Howard Jeter	Member Audit Committee
//s// Andrew Uzoigwe	Director	December 29, 2014
Andrew Uzoigwe	Member Audit Committee
//s// Friday Oviawe	Director	December 29, 2014
Friday Oviawe	Chairman Audit Committee

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