American Eagle Energy 10K/A 2008 Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Mark one)

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 2008

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission File No: 000-50906

ETERNAL ENERGY CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada		20-0237026
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

2549 W. Main Street, Suite 202		80120
Littleton, Colorado		(Zip Code)
(Address and telephone number of Principal Executive Offices)

(303) 798-5235

(Issuer’s Telephone Number, Including Area Code)

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

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasonal issuer, as defined in Rule 405 of the Securities Act.

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.

Large accelerated filer	o	Accelerated Filer	o

Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2008, the last business day of the registrant’s most recently completed second fiscal quarter, was $9,801,000.

The number of shares outstanding of the registrant’s common stock as of March 10, 2010, was 44,550,000.

ETERNAL ENERGY CORP.

TABLE OF CONTENTS

		Page
	PART I

Item 1.	Business.	3

Item 2.	Properties.	10

Item 3.	Legal Proceedings.	11

Item 4.	Submission of Matters to a Vote of Security Holders.	11

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.	11

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12

Item 8.	Financial Statements and Supplementary Data.	20

Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	20

Item 9A(T).	Controls and Procedures.	21

Item 9B	Other Information.	22

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance.	22

Item 11.	Executive Compensation.	25

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	27

Item 13.	Certain Relationships and Related Transactions, and Director Independence.	28

Item 14.	Principal Accountant Fees and Services.	29

	PART IV

Item 15.	Exhibits, Financial Statement Schedules.	30

	SIGNATURES	32

	FINANCIAL STATEMENTS AND NOTES	F-1

EXPLANATORY NOTE

In 2009, we discovered that certain accounting errors had occurred that affected our financial statements for the years ended December 31, 2008 and 2007. Specifically:

we had improperly expensed our entire interest in the North Dakota prospect rather than expensing only the interest owned beneficially through our investment in Pebble Petroleum. We sold our beneficial ownership interest in 2007;

a gain on the sale of the Company’s interest in Pebble Petroleum Inc. was improperly presented as a sale of an oil and gas prospect rather than as a gain on the sale of an equity investment;

stock-based compensation expense was understated for 2006, 2007 and 2008 due to an incorrect application of SFAS 123(R), Share-Based Payment; and

we had overstated the gain associated with the sale of our Steamroller Prospect due to an incorrect application of the rules of the full cost method of accounting.

Due to the materiality of the errors, we have elected to restate our financial statements for the years ended December 31, 2008 and 2007 to reflect the correction of these errors. The nature and effect of the corrections of the accounting errors on the financial statements for the years ended December 31, 2008 and 2007 are discussed in detail in Part I, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations (page 13) as well as in Part II, Item 8: Financial Statements and Supplementary Data (Footnote 2, page F-9).

This Amendment No. 1 on Form 10-K/A amends our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on April 8, 2009. This Amendment No. 1 on Form 10-K/A amends Part I, Item 1: Business, Part II, Item 7: Management’s Discussion and Analysis or Plan of Operation, Part II, Item 8: Financial Statements and Supplementary Data and Part II, Item 9(A)T: Controls and Procedures. No other Item in our Annual Report on Form 10-K filed on April 8, 2009 is amended, modified or updated hereby. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Form 10-K/A.

PART I

Item 1. Business.

Corporate History

Eternal Energy Corp. (“we,” “our,” “us” or the “Company”) was incorporated in Nevada on July 25, 2003, to engage in the acquisition, exploration, and development of natural resource properties. On November 7, 2005, we and a newly formed merger subsidiary wholly-owned by us completed a merger transaction with us as the surviving corporation (the “Merger”). In connection with the Merger, we changed our name to “Eternal Energy Corp.” from our original name, “Golden Hope Resources Corp.”

Business Overview

Since the Merger, we have been engaged in the exploration for petroleum and natural gas in the State of Nevada, the North Sea, and the Pebble Beach Project through the acquisition of contractual rights for oil and gas property leases and the participation in the drilling of exploratory wells.

On November 7, 2005, as part of the Merger transaction, we acquired contractual rights and interests in a joint venture with Eden Energy Corp. for the acquisition of oil and gas leases and drilling wells to explore for oil and natural gas reserves on the Big Sand Spring Valley Prospect located in Nye County, Nevada (the “BSSV Project”). As a result, we have rights to acquire a 50% working interest in approximately 82,184 gross acres, which rights expire in 2015 and which can be extended upon production from the leases. Effective April 17, 2006, we entered into a letter agreement with Eden Energy, with respect to our right to participate with Eden Energy in the exploration of oil and natural gas reserves located on approximately 77,000 gross and net acres of land in central eastern Nevada (the “Cherry Creek Project”). Effective November 30, 2006, we entered into an agreement with Eden Energy relative to the BSSV Project and Cherry Creek Project. The agreement provides for a release of our option in the Cherry Creek Project in exchange for an assignment of a 100% interest in the BSSV Project. The BSSV Project consists of approximately 102,000 Federal gross and net acres in Nevada. The leases are for a primary term of 10 years from and after July 1, 2005. The leases may be extended beyond the primary term by production or unitization of production there from. We are currently in discussions with another industry partner regarding a farm-out of our interest for the drilling of an initial test well on the project.

On November 29, 2005, we acquired rights to participate in the drilling of an exploratory well in a North Sea petroleum exploration project (the “Quad 14 Project”) with International Frontier Resources Corporation (“IFR”), an oil and gas exploration company based in Calgary, Alberta, Canada. The Quad 14 Project contemplates the drilling, testing, completing, and equipping an initial exploratory test well on a 255 square kilometer block located in Quad 14 in the North Sea. The 255-kilometer acreage block is located 24 kilometers south of the 639 million barrel Claymore oil field, 20 kilometers south of the 132 million barrel Scapa oil field, and nine kilometers north of the 592 billion cubic foot Goldeneye natural gas field. The agreement with IFR was amended effective May 19, 2006, to provide for Oilexco Incorporated as the operator, to decrease the percentage of the drilling costs we will fund from 15% to 12.50%, and to change our working interest in the Quad 14 Project from 10% to 9.1875%. This well was commenced on or about March 27, 2007 and was plugged and abandoned on or about April 9, 2007 because no hydrocarbons were encountered in commercial quantities.

On January 30, 2006, we acquired our second petroleum exploration project in the North Sea. We entered into an agreement with IFR to participate in the drilling of an exploratory well in a 970 square kilometer acreage block located in Quad 41 and Quad 42 in the North Sea (the “Quad 41/42 Project”). We have a 10% working interest in the Quad 41/42 Project. The initial well on the Quad 41/42 Project commenced on or about July 28, 2007, was drilled to a total depth of approximately 6,000 feet, and was plugged and abandoned on or about August 17, 2007 after the well encountered sub-economic gas reserves. We are a party to a dispute regarding the scope and existence of our obligation to participate in the drilling of the initial test well on this Project. In connection with that dispute, our USD$1,500,000 is currently held in the trust account of IFR’s lawyer’s. We continue to review the relevant agreements to determine appropriate courses of action to resolve this dispute.

In the fourth quarter of 2006, we entered into a series of agreements, a result of which was we acquired 15% of the capital stock of Pebble Petroleum, Inc. (“Pebble”), as well as the following rights and interests in the Pebble Beach Project:

a USD$250,000 spud fee for each of the first eight wells drilled by Pebble on the Pebble Beach Project;

a five percent gross overriding royalty from each well drilled on certain acreage that Pebble holds rights to in western Canada (no capital outlay or other expenses to be required by us); and

a 10% interest in a joint venture with a subsidiary of Pebble; the joint venture will explore and develop certain prospects located in the northern United States (we pay 10% of all costs incurred) (collectively, “Interests”).

Through a series of subsequent capital transactions completed by Pebble, our equity investment in Pebble was diluted to 5%. In May 2007, we sold our stock in Pebble to Heartland Resources Inc., a petroleum and natural gas exploration company whose shares are listed on the TSX-Venture Exchange (“Heartland”), subject to the satisfaction of certain material terms and conditions, completion of the financing, completion of satisfactory due diligence and title reviews, approval of the TSX Venture Exchange, and other terms and conditions that are consistent with similar transactions in the oil and gas industry, in exchange for (i) our nominal initial aggregate subscription price of our shares in Pebble ($300), (ii) payment on a CDN$882,000 convertible note due to us by Pebble, (iii) retaining all of our Interests, and (iv) during the five-year period following the closing of the agreement with Heartland, for every 1,000 barrels of oil Pebble produces on average per day for 30 consecutive days, receiving 250,000 shares in Heartland, up to a maximum of 1.25 million shares. Brad Colby, our president and director, is also a director of Heartland and the president of Pebble. Mr. Colby declared his interest in Heartland and Pebble to our Board of Directors and abstained from voting on any matters relating to either company. In August of 2007, Mr. Colby resigned as president of Pebble and did not stand for re-election to Heartland’s Board of Directors.

In August 2007, Heartland changed its name to Ryland Oil Corporation (“Ryland”). Pebble has acquired approximately 355,009 gross and net acres in the Pebble Beach Project in western Canada in which the Company owns a five percent gross overriding royalty. In addition, Ryland’s US subsidiary has acquired approximately 61,412 gross and 35,145 net acres in the Pebble Beach Project in the northern United States, in which the Company owns a 10% working interest. Pebble has drilled eight wells on the project to date. Final results from the drilling operations are pending. In connection with the Interests, Pebble paid us USD$1,250,000 in respect of the first five wells drilled and placed USD$750,000 in the trust account of its lawyers in respect of the drilling of the next three wells. We anticipate that these funds will remain in trust until our litigation with Zavanna LLC has been resolved.

Starting in May 2007, we entered into a series of agreements to acquire a 75% working interest in the SW extension of the West Ranch field in Jackson County, Texas.

In December 2007, initial work to implement the first phase of a field wide waterflood of the Glasscock formation was commenced. The initial phase consists of the use of four injector wells. This first phase of work was expected to be completed by the end of January 2008; however, field work performed to date has required further study for proper well-bore stimulation of the water injection wells. Specifically, it was determined that two of the four injector wells had previously been used to dispose of waste water and other drilling material resulting in wellbore damage. We believe that the damage to the two wellbores is correctible and does not have any impact on the ultimate recoverability of the associated reserves as a result of future waterflooding. Current plans call for completion of the pilot program well work by the end of 2009, at which time water injection should begin. Revenues generated from anticipated production as a result of the completion of the first phase of the waterflood are expected to be used to fund a portion, if not all, of the remaining waterflood activities.

The combination of falling oil prices and the need to downsize our compression equipment to a level that is economically compatible with the number of remaining wells on the property led us to temporarily shut-in the producing wells on the West Ranch property during the latter part of 2008. We also elected to temporarily delay further development of the West Ranch wells in order to divert working capital to other projects and to fund its legal defense in the Zavanna litigation.

In the fourth quarter of 2007, we entered into a series of agreements with a related party to acquire the right to pursue a down-hole gas/water separation (“DGWS”) opportunity, primarily in western Canada. We have formed a wholly owned subsidiary in Canada, EERG Energy, ULC, in which to pursue this opportunity. During 2008, we failed to drill the required number of wells stipulated by the DGWS agreements and, as a result, lost our exclusive right to utilize the DGWS technology. In December 2008, the option to extend the technology licenses was mutually terminated by our Company and the related party.

In December 2007, we purchased a 640-acre mineral lease from the State of Utah, the first lease on a new prospect in the Paradox Basin in Utah (the “Steamroller Project”). During the next six months, we acquired an additional 10,782 gross and 9,860 net acres on the Steamroller Project. Ryland’s US subsidiary was our partner on the Steamroller Project with each company owning 50% of the project. In June 2008, we sold our 50% interest in the Steamroller Project to Roadrunner Oil & Gas, Inc. Gross proceeds from the sale totaled $1,190,135. The Company recognized a $936,678 on the transaction.

We will require additional funds to implement the work programs set forth above. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to obtain financing on favorable terms, or if at all. In addition, there is no assurance that we will be able to maintain our operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Also, we may continue to be unprofitable. Furthermore, the continuing litigation with Zavanna LLC may adversely affect our ability to obtain additional capital and to effectuate our business plan.

Competitors

Government Regulations

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

Research and Development

Our business plan is focused on a strategy of maximizing the long-term exploration and development of our oil and gas leases in the Pebble Beach Project; and the SW Extension of the West Ranch field in Jackson County, Texas. To date, execution of our business plan has largely focused on acquiring prospective oil and gas leases and/or operating existing wells located in the SW Extension of the West Ranch field. Accordingly, we have expended zero funds on research and development in each of our last two fiscal years. It is our intention to develop a future exploration and development plan.

Employees

As of April 8, 2009, our only employees were Bradley M. Colby, our President, Chief Executive Officer and Treasurer, Kirk A. Stingley, our Chief Financial Officer, and Craig Phelps, our Vice President of Engineering, each of whom are full-time employees. We do not expect any material changes in the number of employees over the next 12-month period. We do and will continue to outsource contract employment as needed. However, if we are successful in our initial and any subsequent drilling programs we may retain additional employees.

RISK FACTORS

Ownership of our common stock involves a high degree of risk; you should consider carefully the factors set forth below, as well as other information contained in this Annual Report.

There is no assurance that we will operate profitably or will generate positive cash flow in the future.

If we cannot generate positive cash flows in the future, or raise sufficient financing to continue our normal operations, then we may be forced to scale down or even close our operations. In particular, additional capital may be required in the event that:

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

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

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

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

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

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

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

If we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

Our success is significantly dependent on a successful acquisition, drilling, completion and production program. We may be unable to locate recoverable reserves or operate on a profitable basis. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in us.

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

The U.S. Securities and Exchange Commission has adopted regulations that generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers or "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

NASD sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

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

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

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

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

Our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of our exploration and development operations. We are engaged in the business of exploring and, if warranted, developing commercial reserves of oil and gas. Our properties are in the exploration stage only and are without known reserves of oil and gas. Accordingly, we have neither generated any material revenues nor realized a profit from our operations to date and there is little likelihood that we will generate any material revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any material revenues, we expect that we will need to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

As our properties are in the exploration stage there can be no assurance that we will establish commercial discoveries on our properties.

Exploration for economic reserves of oil and gas is subject to a number of risk factors. Few properties that are explored are ultimately developed into producing oil and/or gas wells. Our properties are in the exploration stage only and are without proven reserves of oil and gas. We may not establish commercial discoveries on any of our properties.

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

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

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

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

The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for desirable oil and gas leases, suitable properties for drilling operations, and necessary drilling equipment, as well as for access to funds. We cannot predict if the necessary funds can be raised or that any projected work will be completed. Our budget anticipates our acquisition of additional acreage. This acreage may not become available or if it is available for leasing, that we may not be successful in acquiring the leases. There are other competitors that have operations in areas of potential interest to the Company and the presence of these competitors could adversely affect our ability to acquire additional leases.

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

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

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

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

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

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

We believe that our operations comply, in all material respects, with all applicable environmental regulations. We are not fully insured against all possible environmental risks.

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

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

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

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.

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

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

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

In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in us will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other stockholders. Further, any such issuance may result in a change in our control.

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

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

Our independent auditors have expressed a reservation that we can continue as a going concern.

Our operations have been limited to general administrative operations and a limited amount of exploration. Our ability to continue as a going concern is dependent on our ability to raise additional capital to fund future operations and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to our ability to continue as a going concern.

Item 2. Properties.

Effective April 17, 2006, we entered into a letter agreement with Eden Energy with respect to our right to participate with Eden Energy in the Cherry Creek Project. Effective November 30, 2006, we entered into an agreement with Eden Energy relative to the BSSV Project and Cherry Creek Project. The agreement provides for a release of our option in the Cherry Creek Project in exchange for an assignment of a 100% interest in the BSSV Project. The BSSV Project consists of approximately 102,000 Federal gross and net acres in Nevada. The leases are for a primary term of 10 years from and after July 1, 2005. The leases may be extended beyond the primary term by production or unitization of production there from. In 2007 and 2008, we elected not to pay lease rentals on certain of the acreage and currently own approximately 52,957 gross and net acres in the BSSV Project.

The Quad 14 Project entitles us the right to acquire a 9.1875% working interest in oil and gas licenses covering our approximately 255 square kilometer acreage block located in Quad 14 Project in the North Sea. The Quad 41/42 Project entitles us the right to acquire a 10% working interest in oil and gas licenses covering a 970 square kilometer acreage block located in Quad 41 and Quad 42 in the North Sea. Pursuant to the agreement and the actions of the parties, the expiration date of the licenses for the North Sea projects was extended from October 2007 to October 2011.

The agreement with Pebble provides us with a five percent overriding royalty interest in approximately 355,009 gross and net acres in western Canada. The Pebble agreement also provides us with a 10% working interest in approximately 61,412 gross and 35,145 net acres in the northern United States. The acreage under these agreements has various expiration dates.

We own a 75% working interest in the SW Extension of the West Ranch field in Jackson County, Texas. This property includes approximately 1,000 gross and net acres.

We do not own any other properties.

Item 3. Legal Proceedings.

On November 20, 2007, our Company and our chief executive officer were served with a summons and complaint, styled Zavanna LLC, a Colorado limited liability company; Prairie Petroleum, Inc, a Colorado corporation; Trapper Oil Company, Inc., a Colorado corporation; Zavanna Canada Corporation, a Nova Scotia unlimited liability company v. Brad Colby; Eternal Energy, Inc., a Nevada corporation; Pebble Petroleum, Inc., a British Columbia corporation; Steven Swanson; Fairway, LLC, a Colorado limited liability company; ABC Corporation; DEF Limited Partnership; and John Doe 1-10, District court, City and County of Denver, Colorado case No. 07-CV-10775. Plaintiffs pled claims for relief against our CEO and us, among other persons, for breach of contract, misappropriation of confidential and proprietary information and of trade secret and claims under the Colorado Uniform Trade Secrets Act, fraud, declaratory relief declaring any agreements of release to be void and unenforceable as they were obtained by fraudulent inducement, declaration of accounting and constructive trust for all proceeds and profits from the alleged misappropriation, injunctive relief for return of all allegedly misappropriated information and cessation of use, civil theft of business values, and tortuous interference with contract. Plaintiffs seek compensatory and punitive damages in an unspecified amount, prejudgment interest, declaratory relief, injunctive relief, accounting, and attorneys’ fees. We believe that the causes of action are without merit and intend to defend our rights and those of our CEO vigorously. On January 17, 2008, our Company and our CEO filed a countersuit, claiming abuse of process, intentional interference with an existing business and contractual relations, commercial disparagement and conspiracy, which we intend to prosecute vigorously. In September 2008, the Company filed a motion to compel Zavanna to produce certain documents supporting their claims against the Company. In February 2009, the court ruled in favor of the Company’s motion to compel. The litigation is currently considered to be in the discovery phase. As of April 8, 2009, no determination can be made as to the ultimate outcome of either the original proceeding or our Company’s countersuit.

We are not currently a party to any other material legal proceedings.

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

No matter was submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this report.

PART II

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

Our common stock, par value $.001, has been dually quoted on the Pink Sheets and the OTC Bulletin Board under the symbol “EERG” since November 7, 2005; however, active trading in the market of our common stock did not commence until February 2, 2006. The following table sets forth the high and low bid prices for our common stock for the periods indicated, as reported by YAHOO! Finance. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not necessarily represent actual transactions.

	Bid
	High		Low
Year ended December 31, 2008:
First Quarter	$	0.15	$	0.05
Second Quarter		0.34		0.10
Third Quarter		0.23		0.08
Fourth Quarter		0.17		0.04
Year ended December 31, 2007 :
First Quarter		0.64		0.39
Second Quarter		0.49		0.17
Third Quarter		0.26		0.11
Fourth Quarter		0.11		0.03

As of April 8, 2009, there were at least 2,000 holders of record of our common stock.

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we expect to retain any earnings to finance the operation and expansion of our business.

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

THE FOLLOWING PRESENTATION OF OUR MANAGEMENT'S DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED ELSEWHERE IN THIS REPORT.

A Note About Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on current management's expectations. These statements may be identified by their use of words like “plans,” “expect,” “aim,” “believe,” “projects,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and other expressions that indicate future events and trends. All statements that address expectations or projections about the future, including statements about our business strategy, expenditures, and financial results are forward-looking statements. We believe that the expectations reflected in such forward-looking statements are accurate. However, we cannot assure you that such expectations will occur.

Actual results could differ materially from those in the forward looking statements due to a number of uncertainties including, but not limited to, those discussed in this section. Factors that could cause future results to differ from these expectations include general economic conditions, further changes in our business direction or strategy, competitive factors, oil and gas exploration uncertainties, and an inability to attract, develop, or retain technical, consulting or managerial agents or independent contractors. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements. You should not unduly rely on these forward-looking statements, which speak only as of the date of this Annual Report, except as required by law; we are not obligated to release publicly any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.

Industry Outlook

The petroleum industry is highly competitive and subject to significant volatility due to numerous market forces. Crude oil and natural gas prices are affected by market fundamentals such as weather, inventory levels, competing fuel prices, overall demand and the availability of supply.

Worldwide oil prices rose throughout 2007 and reached historical highs during the last half of 2008, before tumbling amid worldwide economic crisis. Continued economic instability could impact demand, caused by a consumer shift to alternative fuel sources and/or supply, driven largely by concerns regarding the economic viability of extracting natural resources, thus affecting crude oil prices.

Oil prices have significantly affected profitability and returns for upstream producers. Oil prices cannot be predicted with any certainty. Historically, the WTI price has averaged approximately $47 per barrel over the past ten years. However, during that time, the industry has experienced wide fluctuations in prices. While local supply/demand fundamentals are a decisive factor affecting domestic natural gas prices over the long term, day-to-day prices may be more volatile in the futures markets, such as on the NYMEX and other exchanges, making it difficult to forecast prices with any degree of confidence. Over the last ten years, the NYMEX gas price has averaged approximately $5.67 per Mcf.

Restatement of the 2008 and 2007 Financial Statements

In 2009, we discovered that that certain transactions reported in our 2008, 2007 and 2006 financial statements were reported incorrectly. Given the materiality of the affected transactions and related account balances, we have elected to restate our 2008 and 2007 financial statements in order to correct the errors. The nature and effect of the corrections of the accounting errors on the financial statements for the years ended December 31, 2008 and 2007 are discussed in detail in Part II, Item 8: Financial Statements and Supplementary Data (Footnote 2, page F-9). As a result, we have revised our discussion of the results of operations for the fiscal year ended December 31, 2008 vs. 2007 and 2007 vs. 2006 accordingly.

Results of Operations for the Fiscal Year Ended December 31, 2008 vs. 2007

Our business plan includes the acquisition of interests in oil and gas exploratory prospects, and in some cases, such as the Pebble Beach Project and Steamroller Project, we may sell all or part of our interest. The nature of these transactions is that they occur irregularly and, therefore, our operating results may fluctuate significantly from period to period.

We recognized $750,000 in spud fee revenue in 2008 and $1,249,991 in spud fee revenue in 2007 in connection with the drilling of three and five wells, respectively. As of December 31, 2008, all eight of the initial wells for which the Company is entitled to receive spud fees under the terms of its agreement with Pebble Petroleum have been drilled. As a result of the Company's involvement in the Zavanna litigation, as discussed below, spud fees relating to the drilling of the final three wells, totaling $750,000, are being held in escrow until the lawsuit is resolved.

The Company acquired a 75% working interest in the West Ranch property through a series of transactions occurring in 2007 and began recognizing oil and gas revenues and operating expenses relating to the West Ranch property in the fourth quarter of 2007. Oil and gas revenues and operating costs for the year ended December 31, 2008 totaled $142,838 and $504,786, respectively, compared to $317,135 and $369,516 for 2007. The combination of falling oil prices and the need to downsize our compression equipment to a level that is economically compatible with the number of remaining wells on the property led us to temporarily shut-in the producing wells on the West Ranch property during the latter part of 2008. We also elected to temporarily delay further development of the West Ranch wells in order to divert working capital to other projects and to fund its legal defense in the Zavanna litigation.

In May 2007, we sold our 5% equity interest in Pebble. Proceeds from the sale totaled $877,353, resulting in a gain on the transaction of $871,278.

In June 2008, we sold our 50% working interest in certain properties located in Colorado and Utah (the "Steamroller prospect"). Proceeds from the sale totaled $1,190,135, versus allocated costs of $764,763, resulting in a gain on the sale of $425,372. The Steamroller prospect contained no proven reserves and, accordingly, was included in our non-amortizable pool of oil and gas properties. We had originally intended to participate in the exploration and development of the Steamroller prospect; however, the decision was made to dispose of the prospect to ease cash restrictions resulting from the Company being named in litigation brought forth by Zavanna LLC, et al, as described below. Proceeds from the sale of prospects were used to bolster our working capital position.

During 2008, the operator for the Quad 14 prospect returned $121,453 to us that had been previously held on deposit to fund exploratory drilling costs. The Company had fully impaired its investment in the Quad 14 prospect in 2007 when the results of the exploratory drilling program failed to discover economically viable reserves. Accordingly, we have recognized the refunded monies as revenue in the current period.

As indicated in the footnotes to the financial statements, the Company capitalizes all acquisition and exploration related costs related to a prospect on a country-by-country basis. Such costs are included in our non-amortizable pool until it can be determined whether the prospect contains any economically recoverable oil or gas reserves. We recognized $1,538,416 in impairment expense in 2007 in connection with the abandonment of the Quad 14 and Quad 41 / 42 properties. No exploratory wells were abandoned in 2008. Our 2008 statement of operations contains impairment expense of $2,782 related to residual costs associated with the abandonment of the Quad 14 property, for which we were not billed until the current period. Additional residual costs may be received during 2009 as the final accounting for the Quad 14 project is completed. We do not expect these residual costs, if any, to have a material effect on the Company’s future financial statements.

As of December 31, 2008, we had $1,599,021 on deposit relating to the drilling of the Quad 41/ 42 prospect. We are currently disputing our obligation to participate in the drilling of the Quad 41/42 exploratory well. As a result, no amounts held on deposit have been released to the project’s operator. Our management is attempting to determine what amount, if any, we are obligated to pay related to the drilling of the Quad 41/42 exploratory well and what amount of deposited funds, if any, could be returned to the Company.

General and administrative expenses increased from $627,543 for the year ended December 31, 2007 to $692,832 for the year ended December 31, 2008. An analysis of the increase and decreases in general and administrative expenses and the relevant components follows:

As a result of the hiring our Chief Financial Officer in June 2008 and our Vice President of Engineering in August 2007, the Company's payroll and related expenses for year ended December 31, 2008 increased by $155,913 from 2007.

In November 2007, the Company applied for and obtained directors' and officers' insurance. We did not carry such coverage previously. The addition of the directors' and officers' insurance premiums, along with the increase in health insurance premiums associated with the hiring of the Company's Chief Financial Officer (June 2008) and Vice President of Engineering (August 2007), resulted in an increase in total insurance expense of $64,200 from 2007 to 2008.

Investor relations expense decreased by $21,386 from 2007 to 2008, primarily because all investor relations activities were assumed by our Company's chief financial officer upon hire in June, 2008. Previously, we outsourced our investor relations activities to a third party.

Travel expense for the year ended December 31, 2008 decreased by $67,878 from 2007, largely due to the fact that we have not pursued the acquisition of additional oil and gas prospects as aggressively as in 2007. Participation in the litigation with Zavanna LLC, et al, severely hampered our ability to pursue additional exploration and its development opportunities in the current year.

The Company incurred $72,000 of settlement expenses in 2007 associated with a private placement of the Company's common stock. No such expenses were incurred in 2008 and we did not engage in any common stock transactions during the year.

Stock-based compensation expense for 2008 increased by $129,436 as a result of granting stock options to members of the Company's management upon hire and/or to recognize performance.

Legal expense for the year ended December 31, 2008 totaled $425,937, which represents an increase of $246,141 from 2007. The majority of the current year's legal fees were incurred in connection with our defense of the litigation brought forth by Zavanna LLC, et al. Though there is no guaranty that we will successfully do so, we hope to recoup all of our legal expenditures relating to this action as part of the countersuit that we have filed against Zavanna LLC, et al.

Depreciation, depletion and amortization expense for the year ended December 31, 2008 increased by $196,872 from the same period in 2007 as a result of depleting capitalized costs related to the West Ranch property and the write-off of certain down-hole gas/water separation technology assets that we acquired in early 2008.

Year-to-date interest income for 2008 increased by $32,088 from the prior year primarily as a result of maintaining a higher cash balance due to proceeds received from the sale of the Steamroller prospect as well as the collection of spud fees during 2008.

Results of Operations for the Fiscal Years Ended December 31, 2007 vs. 2006

In June 2007, we sold our interest in Pebble Petroleum. Gross proceeds from the sale totaled $877,353, resulting in a gain of $871,238 on the transaction. In accordance with the terms of the sale agreement, we are entitled to receive a spud fee of $250,000 for each of the first eight wells drilled on the property. Drilling of the first five wells commenced in 2007, resulting in the recognition of spud fee revenue of $1,249,991 for the year ended December 31, 2007. As a result of recognizing revenue for the first time in its existence, the Company evolved from a development stage company to an operating company.

At various times during the year ended December 31, 2007, we acquired additional working interests that totaled 75% in the SW Extension of the West Ranch property, located in Texas. Revenues generated from the sale of oil and gas extracted from the West Ranch property totaled $317,135 for the year ended December 31, 2007. We did not recognize any revenue from the production and sale of oil or gas in 2006.

We did not recognize any revenue in 2006, either from oil and gas sales or from the disposition of oil and gas prospects.

We follow the full cost method to account for our investments in oil and gas properties. Under the full cost method, acquisition, exploration and development costs are capitalized as incurred. Capitalized costs associated with properties containing proven reserves are included in our amortizable pool and depleted on the unit-of-production basis. Capitalized costs associated with oil and gas prospects, for which no proven reserves have yet been identified, are included in our non-amortizable pool. Until it is determined if there are proven reserves, the properties are assessed annually to ascertain whether impairment has occurred. For each cost center, capitalized costs are subject to the ceiling test, in which the costs shall not exceed the cost center ceiling. If unamortized costs exceed the cost center ceiling, the excess shall be charged to expense and separately disclosed during the period in which the excess occurs. In July 2007, we abandoned ours interest in the North Sea Quad 14 and 41/42 prospects after two exploratory wells failed to locate any economically viable oil and gas reserves. Accordingly, our investments in the Quad 14 and Quad 41/42 prospect, totaling $1,430,429, and $107,987, respectively, were written off. We are currently disputing our obligation to participate in the drilling of the Quad 41/42 exploratory well. As a result, monies placed on deposit by us to fund our share of drilling costs for the Quad 41/42 exploratory well have not been released to the operator.

Our share of the operating costs of the West Ranch Field for the year ended December 31, 2007 was $369,516. Prior to acquiring our 75% working interest in the West Ranch property, we did not own any producing properties. Accordingly, we did not recognize any oil and gas operating expenses in 2006.

General and administrative expenses increased from $538,909 for the year ended December 31, 2006 to $627,543 for the year ended December 31, 2007. An analysis of the increases in general and administrative expenses and the relevant components is as follows:

Consulting fees decreased from $65,416 in 2006 to $40,080 in 2007 as we replaced consultants with employees. As a result, payroll related costs increased from $146,351 in 2006 to $179,863 in 2007. In 2007 we commenced providing health insurance benefits for our employees at a cost of $24,469.

In 2007, we incurred $72,500 in settlement costs in 2007 related to our untimely filing of the registration statement required by the private offering of our securities in 2006. No such costs were incurred in 2006.

We incurred office support costs of $34,500 in 2006 from an entity controlled by the Company's president prior to establishing our own office administrative staff in 2007.

The creation of a formal investor relations program in August 2006 resulted in investor relations expenses of $22,789 for the year ended December 21, 2006. 2007 marked the first complete year in which we maintained an investor relationship function. Cost incurred in 2007 associated with investor relations totaled $65,555.

In 2006, we incurred $37,102 in costs to develop our website. There were no such costs incurred in 2007.

We began leasing office space for our corporate operations in 2007. Rent expense for the 12 months ended December 31, 2007, net of sublease payments received, was $31,523 compared to $6,835 in the prior year.

Professional fees increased by $21,974 in 2007 primarily as a result of higher accounting costs associated with using a contract CFO as well as higher annual audit fees.

We recognized $52,165 in interest income in 2007 compared to $29,940 in 2006. The increase is primarily due to a more favorable rate earned on funds held on deposit for Quad 14 and Quad 41/42 drilling operations, which was partially offset by a decrease in the actual amounts held on deposit as a result of funding exploratory drilling costs.

The amount of stock based compensation recognized by the Company in 2007 increased from $207,423 to $320,892 as a result of granting of stock options to our directors and our newly hired Vice President of Engineering.

In October 2007, we acquired certain exploratory oil and gas leases and exclusive licenses to use a down-hole gas/water device from entities owned by our Chairman and Chief Executive Officer. We paid $125,000 for the oil and gas leases and are obligated to pay to such entity $250,000 on each of December 31, 2008 and December 31, 2009. These amounts may be paid in either cash or with shares of our common stock.

In addition, we reimbursed one of such entities $20,000 for amounts paid to Zavanna Canada Corp. We are required to drill and equip two wells, and may cancel this agreement after the two required wells have been drilled and the first $250,000 payment has been made.

One license agreement requires the Company to pay $25,000 in September 2007 and further requires the Company to purchase ten devices each year, beginning in 2008, at a cost of $4,000 per device in order to maintain exclusivity under the license agreement. In addition, the grantor of the license will receive a 1% royalty on each well using the device. The license expires in January 2012 and can be extended for 5 years at a cost of $300,000.

The second license requires a payment of $35,000 on March 30, 2008 and future annual payments of $10,000. The Company is required to pay $500 for each device used and give to the grantor of the license a 5% working interest in each well using the device. The Company is required to purchase and install in Canada 20 devices by March 31, 2008.

The third license requires the Company to make an annual payment of $6,000 by March 31 of each year and give to the grantor of the license a 5% working interest in each well using the device.

As part of the acquisition of the licenses from the related entity, we acquired an option to purchase all of the outstanding shares of such related entity in exchange for 25 million shares of its common stock. The Company is required to make a $20,000 payment each six months commencing on June 30, 2008 through June 30, 2010 to retain this option, which expires on December 31, 2010.

In December 2008, as a result of the Company not maintaining an exclusive right to the use of the down-hole technology, we received a notification from one of the related entities of its desire to remarket the licenses to third parties. As a result, the original licensing agreement between the Company and the related entity was amended. The amended agreement relieves the Company of its obligation to make the $250,000 payments to the related entity, originally scheduled for December 2008 and 2009, and enables the related entity to freely market the technology. Furthermore, the related entity has agreed to work in good faith to reimburse the Company for its investment in the original technology and to secure the granting of a 1% overriding royalty interest in favor of the Company for any wells in which the technology used to generate production. As a result of the amended agreement, the Company has been relieved of its liability to the related entities and has reduced the carrying value of the licenses by $500,000. In addition, the Company has removed the licenses from its balance sheet and reclassified its down-hole tools as Assets Held for Sale as of December 31, 2008.

Liquidity and Capital Resources

As of December 31, 2008, our assets totaled $6,838,129, which included cash balances of $727,701 and investments in oil and gas properties of $3,648,554, net of accumulated depletion. In addition, we have recorded a $750,000 receivable for spud fees earned in 2008 and have $1,599,021 on deposit related to our interest in the Quad 41/42 prospect.

As noted above, we are obligated to fund future drilling costs of at least $2 million in connection with its investment in the Pebble Beach prospect. In addition, we anticipate spending $2,245,000 for improvement to our West Ranch property over the next several years. The Company has generated negative cash flows from operations of $852,253 and $422,433 for the years ended December 31, 2008 and 2007, respectively. As a result, it is likely that we will need to obtain additional working capital in order to fund these expenditures. Historically, we have successfully raised additional operating capital through private equity funding sources. With that in mind, our management is refining its business plan regarding various funding options. However, no assurances can be given that the Company will be able to obtain sufficient working capital through the sale of its common stock and/or borrowing or that the development and implementation of the Company’s business plan will generate sufficient future revenues to sustain ongoing operations. In addition, as discussed below, our ability to pursue additional revenue generating opportunities has been hampered by its involvement in the Zavanna litigation. It is likely that we will continue to incur significant legal fees until the litigation is ultimately resolved. The combination of these factors raises substantial doubt with our auditor about the Company’s ability to continue as a going concern.

On November 20, 2007, we were served with a complaint alleging breach of contract, misappropriation of confidential and proprietary information and of trade secret and claims under the Colorado Uniform Trade Secrets Act, fraud, declaratory relief declaring any agreements of release to be void and unenforceable as they were obtained by fraudulent inducement, declaration of accounting and constructive trust for all proceeds and profits from the alleged misappropriation, injunctive relief for return of all allegedly misappropriated information and cessation of use, civil theft of business values, and tortuous interference with contract. The Plaintiffs seek compensatory and punitive damages in an unspecified amount, prejudgment interest, declaratory relief, injunctive relief, accounting, and attorneys’ fees. Management believes the causes of action are without merit and intends to defend its rights vigorously. On January 17, 2008, we filed a countersuit claiming abuse of process, intentional interference with an existing business and contractual relations, commercial disparagement and conspiracy. The lawsuit has continued to negatively impact our ability to pursue additional opportunities and/or acquire additional oil and gas prospects. A further result of the lawsuit has been the sale of certain assets in order to fund our ongoing operations. The litigation is currently in the discovery phase. As of the date of this report, the ultimate outcome of the litigation cannot be reasonably estimated. See further discussion of outstanding legal proceedings in Item 3.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements at December 31, 2008.

Item 8. Financial Statements and Supplementary Data.

The Company’s financial statements required to be included in Item 8 are set forth in the Index to Financial Statements set forth on page F-1 of this Annual Report.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

There have been no disagreements in the applicable period.

Item 9A(T). Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2008. Based on this evaluation, our Principal Executive Officer and our Principal Financial Officer initially concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, during the period and as of the end of the period covered by this Annual Report to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures. However, in July 2009, we discovered that the Section 302 Officer Certifications accompanying our 2008 Annual Report on Form 10-K, filed on April 8, 2009, did not contain specific reference to internal controls over financial reporting, but rather, referred simply to internal controls. Further, the report specific to internal controls over financial reporting included in this amended Annual Report was not included in the original filing of our Annual Report on form 10-K. The subsequent discovery of this oversight is an indication that such controls, as they related to the Annual Report and Officer Certifications, were in fact not effective at the time of our original filing. During the fourth quarter of 2009, we adopted additional review processes surrounding the identification and inclusion of required disclosures, the implementation of which is designed to prevent the future recurrence of this oversight

Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls or procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within us have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s Report on Internal Control Over Financial Reporting

Our internal controls over financial reporting are designed by, or under the supervision of our Principal Executive Officer and Principal Financial Officer or persons performing similar functions, and effected by our board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition or disposition of our assets that could have a material effect on the financial statements.

Our management has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2008, based on the control criteria established in a report entitled Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management initially concluded that our internal control over financial reporting was effective as of December 31, 2008. However, during 2009, we discovered that certain transactions were not accounted for properly, as discussed in the Explanatory section located on page 3 of this Annual Report. The discovery of these errors is an indication that our internal controls over financial reporting were not effective at the time of our original filing. We have subsequently implemented processes to strengthen the review of our accounting policies and the applicability of these policies to individual transactions included in our financial statements.

Changes in Internal Control over Financial Reporting

There were no changes made to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act during either the fiscal year ended December 31, 2008, or the fourth quarter of such fiscal year, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, during the fourth quarter of 2009, we implemented processes to strengthen the review of our accounting policies and the applicability of these policies to individual transactions and disclosures included in our financial statements.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

Item 9B. Other Information.

There is no other information required to be disclosed during the fourth quarter of the fiscal year covered by this Annual Report.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Executive Officers and Directors

The following table sets forth information concerning current executive officers and directors as of April 8, 2009:

Name	Age	Position
Bradley M. Colby	52	Director, President, CEO and Treasurer
John Anderson	45	Director
Paul E. Rumler	55	Director and Secretary
Kirk Stingley	42	Chief Financial Officer

Bradley M. Colby was appointed as our President, Chief Executive Officer, Treasurer and Director on November 4, 2005. Mr. Colby has over 25 years of experience in exploration and production land and geological work, including the acquisition and disposition of producing properties, prospect generation and development, and the marketing and sale of multiple drilling joint ventures. Prior to joining the Company, Mr. Colby was a principal at Westport Petroleum, Inc. since December 2001, where he bought and sold producing properties for his account. From March 2000 to November 2001, Mr. Colby was the President, Chief Executive Officer and a Director of Kern County Resources Ltd., a private oil and gas exploration and production company he founded. Mr. Colby received a B.S. in Business-Minerals Land Management from the University of Colorado in 1979 and had studied petroleum engineering at the Colorado School of Mines.

John Anderson was appointed as a Director on November 4, 2005. Since May 2004, Mr. Anderson has been President, Chief Executive Officer, Secretary, Treasurer and a Director of Strategic Resources Ltd. (f/k/a Key Gold Corporation), a publicly traded Nevada corporation in the business of exploring, acquiring and developing advanced precious metals and base metal properties (previously involved in the exploration and mining for precious and non-precious metals and other mineral resources in China). From December of 1994 to the present, Mr. Anderson has been President of Axiom, a personal consulting and investing company primarily involved in capital raising for private and public companies in North America, Europe, and Asia. From February of 2001 to the present, he has served as a Director of Westcorp Energy, Inc., a publicly traded Nevada corporation, and from March of 2003 to the present as its President and Chief Executive Officer. Mr. Anderson holds a B.A. from University of Western Ontario.

Paul E. Rumler was appointed as a Director on July 26, 2007, and became the corporate Secretary on October 22, 2007. For more than the preceding five years, Mr. Rumler has been the principal shareholder and the managing shareholder at Rumler Tarbox Lyden Law Corporation, PC, in Denver, Colorado. He is a business attorney, whose areas of practice include general corporate and business planning matters and mergers and acquisitions, primarily in the closely held market place. Mr. Rumler is also a shareholder and a member of the Board of Directors of Stargate International, Inc., a manufacturer located in the Denver, Colorado, metropolitan area.

Kirk A. Stingley was appointed as Chief Financial Officer effective June 2, 2008. Mr. Stingley was employed by Adam James Consulting from January 2008 to May 2008, where he provided accounting consulting services. Prior to that, Mr. Stingley was employed by Sports Authority from December 2003 to January 2008, where he served as the Director of Internal Audit and as Director of Online Operations. Mr. Stingley began his career with Coopers & Lybrand in Houston, Texas and Denver, Colorado, where he worked from July 1988 to August 1992 and provided auditing and consulting services to a number of private and publicly traded companies whose principle activities involved the exploration, development and operation of oil and gas properties. Mr. Stingley holds an active CPA license in Colorado.

There are no family relationships among any of the Company’s directors, executive officers or key employees.

Mr. Anderson is an independent director. The determination of independence of directors has been made using the definition of “independent director” contained under Rule 4200(a)(15) of the Rules of National Association of Securities Dealers. All directors participate in the consideration of director nominees. The Company does not have a policy with regard to attendance at board meetings. The Company’s board of directors held three formal meetings during the year ended December 31, 2008, at which each then-elected director was present. All other proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporation Law and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

The Company does not have a policy with regard to consideration of nominations of directors. Nominations for directors are accepted from Company security holders. There is no minimum qualification for a nominee to be considered by the Company’s directors. All of the Company’s directors will consider any nomination and will consider such nomination in accordance with his or her fiduciary responsibility to the Company and its stockholders.

Security holders may send communications to the Company’s board of directors by writing to Eternal Energy Corp., 2549 West Main Street, Suite 202, Littleton, Colorado 80120, attention Board of Directors or any specified director. Any correspondence received at the foregoing address to the attention of one or more directors is promptly forwarded to such director or directors.

Committees

The Company does not have standing audit, nominating or compensation committees of the board of directors, or committees performing similar functions, and therefore the entire board of directors performs such functions. The Company’s common stock is not currently listed on any national exchange and are we not required to maintain such committees by any self-regulatory agency. Management does not believe it is necessary for the board of directors to appoint such committees because the volume of matters that currently and historically has come before the board of directors for consideration permits each director to give sufficient time and attention to such matters to be involved in all decision making.

The Company does not currently have an audit committee financial expert. Management does not believe it is necessary to for the board of directors to designate an audit committee financial expert at this time due to our limited operating history and the limited volume of matters that come before the board of directors requiring such an expert.

Compensation Committee Interlocks and Insider Participation

The entire Board of Directors performed the functions of a compensation committee. With the exception of Mr. Anderson, all members of the Company’s Board of Directors are either employees or officers of the Company, or both. Mr. Anderson is an independent director.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires officers, directors and persons who own more than 10% of any class of the Company’s securities registered under Section 12(g) of the Exchange Act to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Brad Colby, the Company’s officer and director, failed to timely file a Form 4 with respect to his acquisition of securities in 2008; there was one late report that included one transaction. Based solely on its review of copies of such reports, management believes it complied with all other filing requirements of Section 16(a) applicable to the Company’s officers, directors and 10% stockholders during the year ended December 31, 2008.

Code of Ethics

The Company adopted a code of ethics that applies to all of its executive officers and employees. Copies of the Company’s code of ethics are available free of charge. Please contact Mr. Bradley M. Colby at (303) 798-5235 to request a copy of our code of ethics. Management believes the Company’s code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provides full, fair, accurate, timely and understandable disclosure in public reports; complies with applicable laws; ensures prompt internal reporting of code violations; and provides accountability for adherence to the code.

Item 11. Executive Compensation.

The Company does not currently compensate its directors in cash for their service as members of the board of directors. However, the Company does reimburse its directors for reasonable expenses in connection with attendance at board meetings.

The following table sets forth certain annual and long-term compensation paid to the Company’s Chief Executive Officer and its executive officers.

Summary Compensation Table

Name &

Principal

Position

Year

Salary

($)

Bonus

($)

Stock

Awards ($)

Option

Awards ($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings ($)

All Other

Compensation

($)

Total

($)

Bradley M. Colby, President, CEO and Treasurer

2008

174,000

None

32,250

None

174,000

2007

125,000

None

125,000

2006

62,301

25,000

None

87,301

Kirk Stingley, Chief Financial Officer

2008

80,500

None

39,988

None

80,500

Employment Agreements

On December 9, 2005, the Company entered into an Employment Agreement with Bradley M. Colby, in connection with his appointment as the Company’s President, Chief Executive Officer, Treasurer, Chief Financial Officer and Secretary, which agreement had an effective date of November 7, 2005. The Employment Agreement was amended effective December 4, 2006. The Employment Agreement, as amended, provides that Mr. Colby was entitled to a signing bonus of $125,000, payable directly to him or on his behalf, and an annual salary of $90,000 (an increase from $60,000 by amendment), as well as a discretionary annual bonus. In addition, Mr. Colby was granted an option to purchase 1,443,800 shares of our common stock at a per share exercise price of $1.00, which option will vest in an equal amount every six months over a period of three years from the effective date of the original Employment Agreement. The Employment Agreement, as amended, which has a two-year term from the effective date of the original Employment Agreement, also provides that all of the shares of the Company’s common stock held of record or beneficially by Mr. Colby are subject to a repurchase right in favor of the Company as follows. The original Employment Agreement provided for the following repurchase rights: with respect to the 2,500,000 shares held of record by Mr. Colby, 25% of such shares will be released from the repurchase right at the beginning of every six-month period beginning on the November 7, 2005, such that all of such shares will be released from the repurchase right on November 7, 2007. The amended Employment Agreement provides that with respect to the 2,500,000 shares held of record by Mr. Colby, 25% of the Executive Shares shall be released from the Repurchase Right on the date that is six months from the effective date of the Employment Agreement, an additional 25% shall be released on the date that is one year from the effective date of the Employment Agreement and the remaining 50% shall be released on the date that is 18 months from the effective date of the Employment Agreement such that all 2,500,000 shall be released from the Repurchase Right on the 18 month anniversary of the Employment Agreement. The Employment Agreement further provides that, with respect to the 750,000 shares held beneficially by Mr. Colby, 100% of such shares will be released from the repurchase right at the one-year anniversary of the effective date of the original Employment Agreement. Mr. Colby disclaims beneficial ownership to the 750,000 shares, which are held of record by five members of his immediate family. The Employment Agreement also imposes certain transfer restrictions on all of these shares, which are in addition to those imposed by applicable federal and state securities laws. In the event that Mr. Colby’s employment is terminated by the Company without cause or for good reason, then Mr. Colby will be entitled to a severance payment equal to one year of his salary, any unvested portion of his option will vest in full immediately, and the repurchase right will terminate immediately with respect to all of the 3,250,000 shares held by Mr. Colby. On July 26, 2007, the Company’s board of directors further amended the employment agreement with Mr. Colby, effective August 1, 2007. The amended agreement contains the following terms: (1) Mr. Colby is a now full-time employee of the Company; (2) his annual base salary is increased from USD$90,000 to USD$174,000; (3) the term of the employment agreement is extended from its original termination date of November 7, 2007, to October 31, 2009; and (4) Mr. Colby and his dependents are to receive the following benefits: group health, vision, and dental insurance.

On May 28, 2008, the Company entered into a two-year Employment Agreement with Kirk A. Stingley in connection with his appointment as the Company’s Chief Financial Officer, effective June 2, 2008. Unless extended, the Employment Agreement will expire on June 1, 2010. The Employment Agreement provides that Mr. Stingley is entitled to an annual salary of $138,000 as well as a discretionary annual bonus. In addition, Mr. Stingley was granted an option to purchase 1,000,000 shares of our common stock at a per share exercise price of $0.18, which approximated the market price of the Company’s stock as of the date of grant. The option will vest in an equal amount every six months over a period of two years from the date of the Employment Agreement. The Employment agreement also provides that Mr. Stingley and his dependents are to receive the following benefits: group health, vision, and dental insurance.

Outstanding Equity Awards at Fiscal Year-End

Name	Number of Securities Underlying Unexercised Options Exercisable**		Number of Securities Underlying Unexercised Options Unexercisable**		Option Exercise Price		Option Expiration Date
Bradley M. Colby		1,443,800		-		1.00	11/7/2010
		500,000		500,000	$	0.17	10/1/2013
John Anderson		550,000		100,000	$	0. 2458	12/4/2011
Paul E. Rumler		100,000		200,000	$	0.2458	7/26/2012
Kirk Stingley		250,000		750,000		0.18	6/2/2013

** See above for vesting schedules.

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

The following table sets forth certain information regarding the shares of common stock beneficially owned or deemed to be beneficially owned as of April 8, 2009 by: (i) each person known to beneficially own more than 5% of the Company’s common stock, (ii) each of the Company’s directors, (iii) the executive officers named in the summary compensation table, and (iv) all such directors and executive officers as a group.

Except as indicated by the footnotes below, management believes, based on the information furnished to the Company, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of the Company’s common stock that they beneficially own, subject to applicable community property laws.

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, the Company deemed outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of April 8, 2009. The Company did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

	Shares of Common		Percent of Common
	Stock Beneficially		Stock Beneficially
Name of Beneficial Owner / Management and Address	Owned (1)		Owned (1)
Bradley M. Colby (2)		5,193,800	10.8%
John Anderson (3)		550,000	1.1%
Paul E. Rumler (4)		150,000	0.3%
Kirk Stingley (5)		250,000	0.5%
Matthew B. Peppler (6)		2,415,000	5.0%
Dennis Eldjarnson (7)		2,800,000	5.8%
RAB Special Situations (Master) Fund Ltd. ( 8 )		2,995,000	6.2%
All directors and executive officers as a group (4 persons)		6,143,800	12.7%

Notes to Beneficial Ownership Table:

(1) Applicable percentage ownership is based on 44,550,000 shares (post-split) of common stock outstanding at April 8, 2009. The number of shares of common stock owned are those “beneficially owned” as determined under the rules of the Securities and Exchange Commission, including any shares of common stock as to which a person has sole or shared voting or investment power and any shares of common stock which the person has the right to acquire within sixty (60) days through the exercise of any option, warrant or right.

(2) Includes 2,500,000 shares (post-split) owned by Mr. Colby and an aggregate of 750,000 shares (post-split) owned by five members of his immediate family as to which he disclaims beneficial ownership. Also includes 1,943,800 shares exercisable within sixty (60) days of April 8, 2009 pursuant to an option. The business address for this person is 2549 W. Main Street, Suite 202, Littleton, Colorado 80120.

(3) Includes 550,000 shares underlying options exercisable within sixty (60) days of April 8, 2009. The business address for this person is Suite 916-925 West Georgia Street, Vancouver, British Columbia, V6C 3L2.

(4) Includes 150,000 shares underlying options exercisable within sixty (60) days of April 8, 2009. The business address for this person is 1777 South Harrison Street, Suite 1250, Denver, Colorado 80210.

(5) Includes 250,000 shares underlying options exercisable within sixty (60) days of April 8, 2009. The business address for this person is 2549 W. Main Street, Suite 202, Littleton, Colorado 80120.

(6) The business address for this person is 100 Wilshire Blvd., Suite 2080, Santa Monica, California 90401.

(7) The business address for this person is Suite 1801 - 1 Yonge Street, Toronto, Canada M5E 1W7

(8) The business address for this person is c/o RAB Capital Plc, 1 Adam Street, London WC2N 6LE, United Kingdom.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

In October 2007, the Company acquired certain exploratory oil and gas leases and exclusive licenses to use a down-hole gas/water device from entities owned by its Chairman and Chief Executive Officer. Under the terms of the original agreement, the Company paid $125,000 for the oil and gas leases and retained the option to acquire certain exclusive technology licensing rights in exchange for future annual payments of $250,000 on each of December 31, 2008 and December 31, 2009. The Company had the option to settle these obligations with cash or through the issuance of an equivalent value in shares of the Company’s common stock.

In addition, the Company reimbursed one of the related entities $20,000 for amounts paid to Zavanna Canada Corp. The Company is required to drill and equip two wells, and may cancel this agreement after the two required wells have been drilled and the first $250,000 payment has been made. The Company was required to drill one of these wells by December 31, 2008. The Company did not drill the required well in 2008 and, consequently, fell into a condition of technical default with respect the original agreement.

One license agreement required the Company to pay $25,000 in September 2007 and further requires the Company to purchase ten devices each year, beginning in 2008, at a cost of approximately $4,000 per device. In addition, the grantor of the license will receive a 2% royalty on each well on which the device is used. The license expires in January 2012 and can be extended for 5 years at a cost of $300,000.

The second license required a payment of $35,000 on March 30, 2008 and future annual payments of $10,000. The Company is required to pay $500 for each device purchased and give to the grantor of the license a 5% working interest in each well on which the devise is used. In order to retain exclusive rights to the device license, the Company was required to purchase and install 20 devices in Canada by June 30, 2008. The Company did not purchase and install the required number of devices in 2008 and, therefore, the license is no longer exclusive.

The third license requires the Company to make an annual payment of $6,000 and to give to the grantor of the license a 5% working interest in each well on which the devise is used. In order to retain exclusive rights to the device license, the Company was required to purchase and install five devices in the United States by June 30, 2008. The Company did not purchase and install the required number of devices and, therefore, the license is no longer exclusive.

The oil and gas leases acquired in connection with the licenses expired in 2008 and, accordingly, have been removed from the Company’s financial statements.

In December 2008, as a result of the Company not maintaining an exclusive right to the use of the down-hole technology, the Company received a notification from one of the related entities of its desire to remarket the licenses to third parties. As a result, the original licensing agreement between the Company and the related entity was amended. The amended agreement relieves the Company of its obligation to make the $250,000 payments to the related entity, originally scheduled for December 2008 and 2009, and enables such entity to freely market the technology. Furthermore, the related party has agreed to work in good faith to reimburse the Company for its investment in the original technology and to secure the granting of a 1% overriding royalty interest in favor of the Company for any wells in which the technology used to generate production. As a result of the amended agreement, the Company has been relieved of its liability to the related entities and has reduced the carrying value of the license by $500,000.

In connection with the acquisition of the licenses, the Company obtained an option to purchase all of the outstanding shares of Heritage Natural Gas Company in exchange for 25 million shares of the Company’s common stock. The Company is periodically required to make certain contingent payments through June 30, 2010 to retain this option, which expires on December 31, 2010.

Item 14. Principal Accountant Fees and Services.

For the years ended December 31, 2008 and 2007, Kelly & Co. (“Kelly”) audited the Company’s financial statements and provided tax return and tax related services.

The aggregate fees billed for professional services by Kelly for the years ended December 31, 2008 and 2007 were as follows:

	2008		2007

Audit Fees	$	32,125	$	30,463

Audit Related Fees (1)	$	24,825	$	22,622

Tax Fees	$	0	$	0

All Other Fees (2)	$	0	$	8,715

Total	$	56,950	$	61,800

(1) Quarterly review fees, Amendments to 10-KSB (2007) and 10-Q (2007 Q1).

(2) Registration statement review fees.

It is the Board’s policy and procedure to approve in advance all audit engagement fees and terms and all permitted non-audit services provided by the Company’s independent auditors. The Company believes that all audit engagement fees and terms and permitted non-audit services provided by its independent auditors as described in the above table were approved in advance by our Board.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

INDEX TO EXHIBITS

Exhibit		Description of Exhibit

3(i).1		Articles of Incorporation filed with the Nevada Secretary of State on July 25, 2003. (Incorporated by reference to Exhibit 3.1 of our Form 10-SB filed August 18, 2004.)
3(i).2		Certificate of Change filed with the Nevada Secretary of State effective November 7, 2005. (Incorporated by reference to Exhibit 3(i).2 of our Current Report on Form 8-K filed November 9, 2005.)
3(i).3		Articles of Merger filed with the Nevada Secretary of State effective November 7, 2005. (Incorporated by reference to Exhibit 3(i).3 of our Current Report on Form 8-K filed November 9, 2005.)
3(ii).1		Bylaws, adopted July 18, 2003. (Incorporated by reference to Exhibit 3.2 of our Form 10-SB filed August 18, 2004.)
3(ii).2		Amendment No. 1 to Bylaws, adopted November 4, 2005. (Incorporated by reference to Exhibit 3(ii) of our Current Report on Form 8-K filed November 9, 2005.)
10.1		Agreement and Plan of Merger between Golden Hope Resources Corp. (renamed Eternal Energy Corp.) and Eternal Energy Corp., filed with the Nevada Secretary of State effective November 7, 2005. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed November 9, 2005.)
10.2		Purchase and Sale Agreement between Eternal Energy Corp. and Merganser Limited, dated November 7, 2005. (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed November 9, 2005.)
10.3		Form of Subscription Agreement for November 2005 private placement. (Incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed November 9, 2005.)
10.4		Form of Common Stock Purchase Warrant for November 2005 private placement. (Incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed November 9, 2005.)
10.5		Registration Rights Agreement for November 2005 private placement. (Incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K filed November 9, 2005.)
10.6		Letter Agreement by and between Eternal Energy Corp. and International Frontier Resources Corporation. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed December 5, 2005.)
10.7		Employment Agreement by and between Eternal Energy Corp. and Bradley M. Colby. (Incorporated by reference to Exhibit 10.1 of our Amended Current Report on Form 8-K/A filed June 29, 2006).
10.7(b)		Excerpt from the minutes of the Board of Directors meeting on July 26, 2007, setting forth the terms of the Second Amendment to Employment Agreement by and between Eternal Energy Corp. and Bradley M. Colby. (Incorporated by reference to Exhibit 10.1(b) of our Current Report on Form 8-K filed on September 27, 2007).
10.8		First Amendment to Employment Agreement by and between Eternal Energy Corp. and Bradley M. Colby (Incorporated by reference to Exhibit 10.1(a) of our Current Report on Form 8-K filed December 8, 2006).
10.9		Letter Agreement by and between Eternal Energy Corp. and International Frontier Resources Corporation Relating to Quad 41 and Quad 42 dated January 30, 2006. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed February 3, 2006.)
10.10		Amended and Restated Letter Agreement by and between Eternal Energy Corp. and International Frontier Resources Corporation Relating to Quad 14 dated January 30, 2006. (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed February 3, 2006.)
10.11		Finder’s Fee Agreement by and between Eternal Energy Corp. and Taverham Company Ltd. dated January 30, 2006. (Incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed February 3, 2006.)
10.12		Form of Subscription Agreement for March 2006 private placement. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed March 8, 2006.)
10.13		Form of Common Stock Purchase Warrant for March 2006 private placement. (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed March 8, 2006.)
10.14		Form of Registration Rights Agreement for March 2006 private placement. (Incorporated by reference to Exhibit 10.1 of our Amended Current Report on Form 8-K/A filed March 29, 2006.)
10.15		Letter Agreement between us and Eden Energy Corp. dated April 15, 2006 (Incorporated by reference to Exhibit 10.1 our Current Report on Form 8-K filed April 21, 2006).
10.16		Letter Agreement effective as of May 19, 2006, by and among Eternal Energy Corp., International Frontier Resources Corporation, Palace Exploration Company Limited, Oilexco Incorporated, and Challenger Minerals (North Sea) Limited (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed May 23, 2006).
10.17		Letter Agreement dated October 15, 2006, by and among Eternal Energy Corp., Fairway Exploration, LLC, Prospector Oil, Inc., and 0770890 B.C. Ltd. (Incorporated by reference to Exhibit 10.17 of our Annual Report on Form 10-KSB filed April 16, 2007).
10.18		Letter Agreement dated October 26, 2006, by and among Eternal Energy Corp., Fairway Exploration, LLC, Prospector Oil, Inc., 0770890 B.C. Ltd., and Rover Resources Inc. (Incorporated by reference to Exhibit 10.18 of our Annual Report on Form 10-KSB filed April 16, 2007).

10.19		Letter Agreement dated February 28, 2007, by and among Eternal Energy Corp., Pebble Petroleum Inc., Emerald Bay Holdings Ltd., and Heartland Resources Inc. (Incorporated by reference to Exhibit 10.19 of our Annual Report on Form 10-KSB filed April 16, 2007).
10.20		Agreement To Terminate DGWS Option (Incorporated by reference to Exhibit 10.20 of our Quarterly Report on Form 10-Q filed May 15, 2009.
10.21		Employment Agreement by and between Eternal Energy Corp. and Craig Phelps dated August 1, 2007 (Incorporated by reference to Exhibit 10.21 of our Quarterly Report on Form 10-Q filed May 15, 2009).
10.22		Employment Agreement by and between Eternal Energy Corp. and Kirk A. Stingley dated June 2, 2008 (Incorporated by reference to Exhibit 10.21 of our Quarterly Report on Form 10-Q filed May 15, 2009).
21.1		List of Subsidiaries (incorporated by reference to Exhibit 21.1 of our Annual report on Form 10-K filed April 8, 2008)
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

** Portions omitted pursuant to a request for confidential treatment.

SIGNATURES

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

	ETERNAL ENERGY CORP.

	By:	/s/ BRADLEY M. COLBY
		Bradley M. Colby
		President, Chief Executive Officer and Director

		Date: March 10, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, 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

	President, Chief Executive Officer and	March 10, 2010
/s/ BRADLEY M. COLBY	Director
Bradley M. Colby	(Principal Executive Officer)

/s/ KIRK A. STINGLEY	Chief Financial Officer	March 10, 2010
Kirk A. Stingley	(Principal Financial Officer and
	Principal Accounting Officer)

/s/ JOHN ANDERSON	Director	March 10, 2010
John Anderson

/s/ PAUL RUMLER	Secretary and Director	March 10, 2010
Paul Rumler

Eternal Energy Corp.

Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

Eternal Energy Corp.

Index to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

Report of Independent Registered Public Accounting Firm	F-1

Financial Statements of Eternal Energy Corp.:

Balance Sheet as of December 31, 2008 and 2007	F-3

Statements of Operations for Each of the Two Years in the Period Ended December 31, 2008	F-5

Statements of Stockholders' Equity for Each of the Two Years in the Period Ended December 31, 2008	F-6

Statements of Cash Flows for Each of the Two Years in the Period Ended December 31, 2008	F-7

Notes to the Financial Statements	F-9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Eternal Energy Corp.

We have audited the accompanying balance sheets of Eternal Energy Corp. as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2008. Eternal Energy Corp.’s management is responsible for these financial statements. 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. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 financial statements referred to above present fairly, in all material respects, the financial position of Eternal Energy Corp. as of December 31, 2008 and 2007, and the results of its operations and its cash flows each of the years in the two-year period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 8, Financial Results, Liquidity and Management's Plan, to the financial statements, the Company has incurred net losses for the years ended December 31, 2008 and 2007 of $328,605 and $566,490, respectively and must rely on the sale of its common stock and borrowing until it is able to successfully implement its business plan and generate sufficient revenues in the future to sustain its ongoing operations. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-1

As discussed in Note 2 to the financial statements, certain errors to the financial statements as of and for the year ending December 31, 2007 were discovered by the Company’s management during 2009. These errors were misstatements that resulted in a restatement of the financial statements as of and for the years ended December 31, 2008 and 2007. We have audited the adjustments described in Note 2 and, in our opinion, such adjustments are appropriate and are presented fairly.

Kelly & Company

Costa Mesa, California

April 8, 2009

December 17, 2009

F-2

Eternal Energy Corp.

Balance Sheet

As of December 31, 2008 and 2007

	2008		2007
	(Restated)		(Restated)
Current assets:
Cash	$	727,701	$	791,891
Prepaid expenses		9,266		46,966
Advances		-		165,000

Total current assets		736,967		1,003,857

Spud fees receivable		750,000		500,000
Equipment and leasehold improvements, net of accumulated depreciation and amortization of $54,669 and $19,625, respectively		60,242		90,282
Oil and gas properties – subject to amortization, net of accumulated depletion of $57,667 and $30,107, respectively		2,324,154		2,315,733
Oil and gas properties – not subject to amortization		1,324,400		1,399,818
Assets held for sale		38,000		-
Licenses		-		684,000
Deposits		1,604,366		1,536,130

Total assets	$	6,838,129	$	7,529,820

Current liabilities:

Accounts payable and accrued liabilities	$	98,808	$	177,308
Accrued officer's compensation		43,101		43,101
Due to related party		-		250,000
Accrued oil and gas interests		444,738		100,954

Total current liabilities		586,647		571,363

Due to related party - non-current		-		250,000
Total liabilities	$	586,647	$	821,363

Commitments and contingencies

The accompanying notes are an integral part of the financial statements.

F-3

Eternal Energy Corp.

Balance Sheet

As of December 31, 2008 and 2007

	2008			2007
	(Restated)			(Restated)

Stockholders' equity:
Common stock, $.001 par value, 875,000,000 shares authorized, 44,550,000 shares issued and outstanding		44,550			44,550
Additional paid-in capital		9,039,131			8,588,803
Accumulated deficit		(2,832,199	)		(1,924,896	)

Total stockholders' equity		6,251,482			6,708,457

Total liabilities and stockholders' equity	$	6,838,129		$	7,529,820

The accompanying notes are an integral part of the financial statements.

F-4

Eternal Energy Corp.

Statements of Operations

For Each of the Two Years in the Period Ending December 31, 2008

	2008			2007
	(Restated)			(Restated)

Gain on the sale of oil and gas property – excluded from amortizable pool, net of costs	$	425,372		$	-
Gain on the sale of equity investment		-			871,278
Spud fee revenue		750,000			1,249,991
Oil and gas sales		142,838			317,135
Drilling refund		121,453			-

Total revenue		1,439,663			2,438,404

Operating expenses:
Oil and gas operating expenses		504,786			369,516
Down-hole gas and water license royalties		51,000			-
Impairment of oil & gas properties		2,782			1,538,416
General and administrative expenses		692,832			627,543
Stock-based compensation		450,328			320,892
Professional fees		482,887			249,845
Depreciation, depletion and amortization		246,604			49,732

Total operating expenses		2,431,219			3,155,944

Total operating loss		(991,556	)		(717,540	)

Interest income		84,253			52,165

Net loss	$	(907,303	)	$	(665,375	)

Net loss per common share:
Basic and diluted	$	(0.02	)	$	(0.02	)

Weighted average number of shares outstanding:
Basic and diluted		44,550,000			42,937,978

The accompanying notes are an integral part of the financial statements.

F-5

Eternal Energy Corp.

Statements of Stockholders' Equity

For Each of the Two Years in the Period Ended December 31, 2008

					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders
	Shares		Amount		Capital		Deficit			Equity

Balance, December 31, 2006 (Restated)		42,550,000	$	42,550	$	1,549,337	$	2,761,591		$	4,353,478

Cumulative effect of accounting change		-		-		6,091,061		(4,021,112	)		2,069,949
Stock-based compensation		-		-		320,892		-			320,892
Shares issued in acquisition of oil and gas properties		2,000,000		2,000		627,513		-			629,513
Net loss		-		-		-		(665,375	)		(665,375	)

Balance, December 31, 2007 (Restated)		44,550,000	$	44,550	$	8,588,803	$	(1,924,896	)	$	6,708,457

Stock-based compensation		-		-		450,328		-			450,328
Net loss		-		-		-		(907,303	)		(907,303	)

Balance, December 31, 2008 (Restated)		44,550,000	$	44,550	$	9,039,131	$	(2,832,199	)	$	6,251,482

The accompanying notes are an integral part of the financial statements.

F-6

Eternal Energy Corp.

Statements of Cash Flows

For Each of Two Years in the Period Ended December 31, 2008

	2008			2007
	(Restated)			(Restated)

Cash flows provided by (used for) operating activities:
Net loss	$	(907,303	)	$	(665,375	)
Adjustments to reconcile net loss to net cash used by operating activities:
Non cash transactions:
Stock-based compensation		450,328			320,892
Depreciation, depletion and amortization		246,604			49,732
Dry hole costs incurred in prior year		-			1,309,179
Expensed oil and gas rights		-			237,050
Interest accrued on drilling deposits		(71,710	)		-
Gain on the sale of equity investment		-			(871,278	)
Gain on the sale of oil and gas properties, not subject to amortization		(425,372	)		-
Changes in operating assets and liabilities:
Decrease in prepaid expense		37,700			(34,138	)
Increase (decrease) in advances		165,000			(165,000	)
Increase in other receivables		(250,000	)		(500,000	)
Decrease in accounts payable and accrued liabilities		(97,500	)		(103,495	)
Net cash provided by (used for) operating activities		(852,253	)		(422,433	)

Cash flows provided by (used for) investing activities:
Increase (decrease) in deposits		3,474			159,101
Proceeds from the sale of equity investment		-			877,353
Proceeds from the sale of oil and gas properties, not subject to amortization		1,190,135			-
Additions to oil and gas properties		(381,542	)		(1,912,153	)
Additions to equipment and leasehold improvements		(24,004	)		(92,787	)
Additions to down-hole licenses		-			(184,000	)

Net cash provided by (used for) investing activities		788,063			(1,152,486	)
Net increase (decrease) in cash		(64,190	)		(1,574,919	)
Cash - beginning of period		791,891			2,366,810
Cash - end of period	$	727,701		$	791,891

The accompanying notes are an integral part of the financial statements.

F-7

Eternal Energy Corp.

Statements of Cash Flows

For Each of Two Years in the Period Ended December 31, 2008

Supplemental Disclosure of Cash Flow Information

	2008			2007
	(Restated)			(Restated)
Cash paid during the twelve-month periods for:
Interest	$	-		$	-
Income taxes		-			-

Significant non-cash transactions:
Acquisition of down hole licenses	$	-		$	500,000
Write-down of down hole licenses		(500,000	)		-
Purchase of oil & gas properties		343,784			100,954

The accompanying notes are an integral part of the financial statements.

F-8

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

1.	Description of Business

Eternal Energy Corp. (the "Company") was incorporated in the state of Nevada in March 2003. The Company engages in the acquisition, exploration, development and producing of oil and gas properties. At December 31, 2008, the Company has entered into participation agreements related to oil and gas exploration projects in the Big Sand Spring Valley Prospect and the Cherry Creek Prospect, both located in Nye County, Nevada, and the Pebble Beach Prospect, located in North Dakota. The Company also owns a 75% working interest in the South West extension of the West Ranch Field, located in Jackson County, Texas. In addition, the Company owns certain overriding royalty interests in oil and gas leases located in Utah, Colorado and Saskatchewan, Canada and has acquired licensing and usage rights to a certain down-hole gas and water separation technology, designed to stimulate the production of underperforming wells.

In 2007, the Company recorded sales of oil and gas produced in the West Ranch Field. Because the Company recognized revenues beginning in 2007, it is no longer considered to be in the development stage.

2.	Correction of Errors and Reclassifications

In 2009, the Company discovered that certain transactions reported in its 2006, 2007 and 2008 financial statements were recorded incorrectly. Specifically:

the Company had expensed its entire interest in the North Dakota prospect rather than expensing only the interest owned beneficially through its investment in Pebble Petroleum. The Company sold its beneficial ownership interest sold in 2007 (Note 6). The impact of this correction is an increase in oil and gas properties, not subject to amortization and a decrease in cost of prospects sold of $88,407 as of and for the year ended December 31, 2007. The correction of this error did not impact the Company’s statement of cash flows for the year ended December 31, 2007;

amounts advanced to Rover Resources Inc. in 2007 were improperly recorded as investments in oil and gas properties and subsequently expensed upon the sale of the Company’s investment in Pebble Petroleum (Note 7). The impact of this correction is an increase in advances of $165,000 as of December 31, 2007 and a decrease in cost of prospects sold of $165,000 for the year ended December 31, 2007. The correction of this error did not impact the Company’s statement of cash flows for the year ended December 31, 2007;

the Company did not properly accrue costs associated with its 10% direct working interest in certain oil and gas leases located in North Dakota (Note 6). The impact of this correction is an increase in oil and gas properties, not subject to amortization, an increase in accrued oil and gas interests, a decrease in cash provided by operations and a decrease in cash used for investing activities of $100,954 as of and for the year ended December 31, 2007;

The accompanying notes are an integral part of the financial statements.

F-9

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

a gain on the sale of the Company’s interest in Pebble Petroleum Inc. was improperly presented as a sale of an oil and gas prospect rather than as a gain on the sale of an equity investment (Note 7). The impact of this correction is a decrease in revenue from the sale of prospects of $877,353, a decrease in the cost of prospects sold of $6,075, an increase in the gain recognized on the sale of an equity investment of $871,278, a decrease in cash provided by operating activities of $871,278 and a decrease in cash used for investing activities of $871,278 for the year ended December 31, 2007;

stock-based compensation expense for 2006, 2007 and 2008 was understated due to an incorrect application of SFAS No. 123(R), Share-Based Payment ("SFAS 123(R)") (Note 3). The impact of this correction includes an increase to the Company’s beginning accumulated deficit balance as of January 1, 2007 in the amount of $94,597. In addition, stock-based compensation expense for the years ended December 31, 2007 and 2008 was understated by $98,885 and $76,280, respectively. The effect of this correction results in an increase in additional paid in capital and accumulated deficit balances as of December 31, 2007 and 2008 of $193,482 and $269,762, respectively. The correction of this error did not impact the Company’s statements of cash flows for the years ended December 31, 2007 and 2008; and

the Company had incorrectly recognized the gross proceeds from the sale of its Steamroller Prospect as revenues and written off the specific costs associated with the Steamroller Prospect as costs of prospects sold. The Company has subsequently changed its accounting treatment for the sale of its Steamroller Prospect to allocate a portion of the sales proceeds to the portion of the Company’s full cost pool that is not subject to amortization, based on the relative estimated fair market values of the prospects included in the pool as of the date of the Steamroller Prospect sale. The impact of this correction is a decrease in oil and gas properties, not subject to amortization of $502,416 as of December 31, 2008, a decrease in revenue from the sale of prospects of $1,190,135, a decrease in the cost of prospects sold of $251,457, a decrease in general and administrative expenses of $10,888 and an increase in the gain recognized on the sale of an oil and gas prospect of $425,375 for the year ended December 31, 2008. In addition, the impact of the correction of this error is a decrease in the amount of cash provided by operations and a decrease in the amount of cash used for investing activities, respectively, in the amount of $972,790 for the year ended December 31, 2008.

The accompanying notes are an integral part of the financial statements.

F-10

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

Given the materiality of the affected transactions and related account balances, the Company has elected to restate its 2007 and 2008 financial statements in order to correct the errors. The restatements had the following net effects on the Company’s balance sheets, statements of operations and statements of cash flows as of and for the years ended December 31, 2007 and 2008:

				2007
	2007			as Previously
	Restated			Reported			Change

Advances	$	165,000		$	-		$	165,000
Oil and gas properties (net)		3,715,551			3,526,190			189,361
Accrued oil and gas interests		100,954			-			100,954
Additional paid in capital		8,588,803			8,395,322			193,481
Accumulated deficit		(1,924,896	)		(1,984,822	)		59,926

Prospect sales		-			877,353		$	(877,353	)
Gain on sale of equity investment		871,278			-			871,278
Cost of prospects sold		-			259,482			(259,482	)
Stock-based compensation		320,892			222,007			98,885
Net loss		(665,375	)		(819,897	)		154,522
Basic and diluted loss per share	$	(0.01	)	$	(0.02	)	$	0.01
Cash provided by (used for) operating activities		(422,433	)		549,799			(972,232	)
Cash provided by (used for) investing activities		(1,152,486	)		(2,124,718	)		972,232

				2008
	2008			as Previously
	Restated			Reported			Change

Oil and gas properties (net)	$	3,648,554		$	4,150,970		$	(502,417	)
Additional paid in capital		9,039,131			8,769,369			269,762
Accumulated deficit		(2,832,199	)		(2,060,020	)		(772,179	)

Prospect sales		-			1,190,135		$	(1,190,135	)
Cost of prospects sold		-			251,457			(251,457	)
Gain on sale of oil and gas prospect		425,372			-			425,372
General and administrative expenses		692,832			703,720			(10,888	)
Stock-based compensation		450,328			374,048			76,280
Net loss		(907,303	)		(328,605	)		(578,698	)
Basic and diluted loss per share	$	(0.02	)	$	(0.01	)	$	(0.02	)
Cash provided by (used for) operating activities		(852,253	)		75,535			(927,788	)
Cash provided by (used for) investing activities		788,063			(139,725	)		927,788

The accompanying notes are an integral part of the financial statements.

F-11

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

In addition, certain amounts from the previous year have been reclassified to conform to the current period presentation.

3.	Summary of Significant Accounting Policies

Basis of Presentation

These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Revenue Recognition

The Company records the sale of its interests in prospects when the terms of the transaction are final and the sales price is determinable. Spud fee revenue is recognized when drilling commences. Working interest, royalty and net profit interests are recognized as revenue when oil and gas is sold.

Concentration of Credit Risk

At December 31, 2008, the Company had $477,701 on deposit that exceeded United States (FDIC) federally insurance limit of $250,000 per bank. The Company believes this credit risk is mitigated by the financial strength of the financial institution.

Equipment and Leasehold Improvements

Equipment and leasehold improvements are recorded at cost. Expenditures for major additions and improvements are capitalized and depreciated over the estimated useful lives of the related assets using the straight-line method for financial reporting purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes, where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

Equipment		3 years
Leasehold improvements		lesser of useful life or lease term

When equipment and improvements are retired or otherwise disposed of, the cost and the related accumulated depreciation are removed from the Company's accounts and any resulting gain or loss is included in the results of operations for the respective period.

Expenditures for minor replacements, maintenance and repairs are charged to expense as incurred.

The accompanying notes are an integral part of the financial statements.

F-12

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

Oil and Gas Properties

The Company follows the full cost method of accounting for its investments in oil and gas properties. Under the full cost method, all costs associated with the exploration of properties are capitalized into appropriate cost centers within the full cost pool. Internal costs that are capitalized are limited to those costs that can be directly identified with acquisition, exploration, and development activities undertaken and do not include any costs related to production, general corporate overhead, or similar activities. Cost centers are established on a country-by-country basis.

Capitalized costs within the cost centers are amortized on the unit-of-production basis using proved oil and gas reserves. The cost of investments in unproved properties and major development projects are excluded from capitalized costs to be amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such a determination is made, the properties are assessed annually to ascertain whether impairment has occurred. The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry.

As of the end of each reporting period, the capitalized costs of each cost center are subject to a ceiling test, in which the costs shall not exceed the cost center ceiling. The cost center ceiling is equal to i) the present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus ii) the cost of properties not being amortized; plus iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less iv) income tax effects related to differences between the book and tax basis of the properties. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling, the excess is charged to expense and separately disclosed during the period in which the excess occurs.

Equity Investments

The Company utilizes the Cost Method of Accounting for equity investments in companies in which the Company owns less that 20% of the voting stock and over which the Company does not possess significant influence or control. Under the Cost Method of Accounting, the Company does not record its share in the earnings and losses of the companies in which it has an investment. Rather, the investment is maintained at its original cost. Gains or losses are recognized on the sale or disposition of such investments to the extent that the proceeds received exceed or are less than the original cost of the investment.

The accompanying notes are an integral part of the financial statements.

F-13

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

Fair Value of Financial Instruments

In accordance with the requirements of Financial Accounting Standards Board's (“FASB”) Statement of Financial Accounting Standards ("SFAS") No. 107, Disclosures about Fair Value of Financial Instruments, the Company has determined the estimated fair value of its financial instruments using available market information and appropriate valuation methodologies. Due to their short-term maturity, the fair value of financial instruments classified as current assets and current liabilities approximates their carrying values.

Accounting for Share-Based Compensation

In December 2004, the FASB issued SFAS No. 123(R) ("SFAS 123(R)"), Share-Based Payment. This pronouncement amends SFAS No. 123, Accounting for Stock-Based Compensation, and ("SFAS 123") and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25"). SFAS 123(R) requires that companies account for awards of equity instruments issued to employees under the fair value method of accounting and recognize such amounts in their statements of operations. The Company adopted SFAS 123(R) on January 1, 2006, using the modified prospective method and, accordingly, has not restated the consolidated statements of operations for periods prior to January 1, 2006. Under SFAS 123(R), the Company is required to measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense in its statements of operations over the service period that the awards are expected to vest. As permitted under SFAS 123(R), the Company has elected to recognize compensation cost for all options with graded vesting on a straight-line basis over the vesting period of the entire option.

Prior to January 1, 2006, the Company accounted for share-based payment, as permitted by SFAS 123, under the intrinsic value method described in APB 25. Under the intrinsic value method, no share-based employee compensation cost is recorded when the exercise price is equal to, or higher than, the market value of the underlying common stock on the date of grant.

Basic and Diluted Loss Per Share

Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed in the same way as basic loss per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if all potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per common share for the years ended December 31, 2008 and 2007 is computed in the same way as basic loss per common share, as the inclusion of additional common shares that would be outstanding if all potential common shares had been issued would be anti-dilutive. See Note 9 for the calculation of basic and diluted weighted average common shares outstanding for the years ended December 31, 2008 and 2007.

The accompanying notes are an integral part of the financial statements.

F-14

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

Income Taxes

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

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent obligations in the financial statements and accompanying notes. The Company's most significant assumptions are the estimates used in the determination of the deferred income tax asset valuation allowance, the valuation of oil and gas reserves to which the Company owns mineral rights and the valuation of the Company’s common shares that were issued for obligations. The estimation process requires assumptions to be made about future events and conditions, and as such, is inherently subjective and uncertain. Actual results could differ materially from these estimates.

New Accounting Pronouncements

In June 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109. This interpretation was adopted by the Company as of January 1, 2007.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements ("SFAS 157"). SFAS 157 establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurements and requires new disclosures of assets and liabilities measured at fair value based on their level in the hierarchy. SFAS 157 is effective for the Company’s year beginning January 1, 2008 and has been applied prospectively. The adoption of SFAS 157 has not had a material impact on the Company’s financial position or reported results of operations.

The accompanying notes are an integral part of the financial statements.

F-15

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities ("SFAS 159"). SFAS 159 permits an entity to choose, at specified election dates, to measure eligible financial instruments and certain other items at fair value that are not currently required to be measured at fair value. An entity is required to report unrealized gains and losses on items for which the fair value option has been elected in its results of operations at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007 (January 1, 2008 for the Company) and interim periods within those fiscal years. At the effective date, an entity may elect the fair value option for eligible items that exist at that date. The entity shall report the effect of the first remeasurement to fair value as a cumulative-effect adjustment to the opening balance of retained earnings. The Company has not elected to measure its financial instruments and/or other eligible assets at their fair market values. Consequently, the adoption of SFAS 159 has not had a material impact on the Company’s financial position or reported results of operations.

In December 2007, the FASB ratified the final consensuses in Emerging Issues Task Force, or EITF, Issue No. 07-1, "Accounting for Collaborative Arrangements," (“Issue 07-1”), which requires certain income statement presentation of transactions with third parties and of payments between parties to the collaborative arrangement, along with disclosure about the nature and purpose of the arrangement. Issue 07-1 is effective for the Company’s year beginning January 1, 2009. The Company does not expect Issue 07-1 to have a significant impact on our financial statements.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS 141(R)”), which replaces SFAS No. 141, “Business Combinations.” SFAS 141(R) requires an acquiring company to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired entity at the acquisition date, measured at their fair values as of that date, with limited exceptions. This Statement also requires the acquiring company in a business combination achieved in stages to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquired company, at the full amounts of their fair values. SFAS 141(R) makes various other amendments to authoritative literature intended to provide additional guidance or to confirm the guidance in that literature to that provided in this Statement. This Statement is effective for the Company’s financial statements beginning January 1, 2009. The Company does not expect the adoption of this accounting pronouncement to have a significant impact on our financial statements.

The accompanying notes are an integral part of the financial statements.

F-16

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”), which amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements”, to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements. SFAS 160 establishes accounting and reporting standards that require the ownership interests in subsidiaries not held by the parent to be clearly identified, labeled and presented in the consolidated statement of financial position within equity, but separate from the parent's equity. This statement also requires the amount of consolidated net income attributable to the parent and to the non-controlling interest to be clearly identified and presented on the face of the consolidated statement of income. Changes in a parent's ownership interest while the parent retains its controlling financial interest must be accounted for consistently, and when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary must be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any non-controlling equity investment. The Statement also requires entities to provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. This Statement applies prospectively to all entities that prepare consolidated financial statements and applies prospectively for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company does not expect the adoption of this accounting pronouncement to have a significant impact on our financial statements.

In May 2008, the FASB issued SFAS No. 162 "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162"), which is effective 90 days following the SEC's approval of the Public Company Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. The Company does not expect the adoption of SFAS 162 to have a significant impact on our financial statements.

4.	Change of Accounting Principal

FASB Staff Position ("FSP") EITF 00-19-2, Accounting for Registration Payment Arrangements, specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with SFAS No. 5, Accounting for Contingencies ("SFAS 5"). This FSP further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable Generally Accepted Accounting Principles without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. This FSP is effective immediately for registration payment arrangements and the financial instruments subject to those arrangements that are entered into or modified subsequent to December 21, 2006. For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to December 21, 2006, the guidance in the FSP is effective for financial statements issued for fiscal years beginning after December 15, 2006, and interim periods within those fiscal years.

The accompanying notes are an integral part of the financial statements.

F-17

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

On January 1, 2007, the Company recorded a cumulative effect of a change in accounting principle and increased additional paid in capital by $6,091,061, decreased financial instrument derivative liability by $2,069,949 and increased accumulated deficit at December 31, 2007 by $4,021,112.

5.	Equipment and Leasehold Improvements

The following is a summary of equipment and improvements, at cost, as of December 31, 2008:

Office equipment	$	74,630
Leasehold improvements		40,281

Total equipment and improvements		114,911

Less: accumulated depreciation		(54,669	)

Equipment and improvements, net	$	60,242

Depreciation expense for the years ended December 31, 2008 and 2007 was $35,043 and $19,625, respectively.

The Company purchased $38,000 of down-hole tools during 2008. Due to the fact that the Company was unable to maintain the exclusivity of its down-hole licenses, as discussed in Note #11, the Company has no plans to utilize the tools in the near future. The Company’s management does not believe that the value of the tools has been impaired and plans to market the tools to other exploration and development companies. Accordingly, the down-hole tools have been classified as Assets Held for Sale on the Company’s balance sheet as of December 31, 2008.

6.	Oil and Gas Properties

As of December 31, 2008 and 2007, the Company's cost centers are as follows:

	2008 (Restated)				2007(Restated)
	Amortizable		Non-Amortizable		Amortizable		Non-Amortizable
United States	$	2,324,154	$	1,322,957	$	2,315,733	$	1,399,818
Canada		-		1,443		-		-
The North Sea		-		-		-		-
Total	$	2,324,154	$	1,324,400	$	2,315,733	$	1,399,818

The accompanying notes are an integral part of the financial statements.

F-18

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

Producing Properties

Through various transactions that occurred during 2007, the Company acquired a 75% working interest in the South West Extension of the West Ranch Field, located in Jackson County, Texas. The West Ranch property represents the Company’s only property containing proven reserves. Depletion expense was $27,560 and $30,107 for the years ended December 31, 2008 and 2007.

The net capitalized cost of the West Ranch property is summarized below:

	2008			2007
	(Restated)			(Restated)
Acquisition cost	$	1,894,259		$	1,894,259
Development costs		487,562			451,581
		2,381,821			2,345,840
Depletion		(57,667	)		(30,107	)
Balance at December 31, 2008 and 2007	$	2,324,154		$	2,315,733

Exploratory Prospects

The Company has entered into participation agreements in five exploratory oil and gas properties. Each of the five exploratory projects is excluded from its respective amortizable cost pool. Each prospect’s costs will be transferred into the amortization base on an ongoing (well-by-well or property-by-property) basis as the prospect is evaluated and proved reserves established or impairment determined. Two of the five properties have been abandoned. The Company has a working interest and/or overriding royalty interest in the wells on the remaining properties, if they are successful. The Company paid certain amounts upon execution of the agreements and is obligated to share in the drilling costs of the exploratory wells. In addition, the Company has agreed to issue shares of its common stock based upon the proven reserves of the property. The nature of the capitalized costs of the exploratory prospects is as follows:

The nature of oil & gas property capitalized costs excluded from amortization at December 31, 2008 was incurred as follows:

The accompanying notes are an integral part of the financial statements.

F-19

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

							Aggregate
							Through
	2008			2007			2006
	(Restated)			(Restated)			(Restated)		Total
United States
Acquisition costs	$	658,517		$	298,183		$	994,102	$	1,950,802
Exploration costs		29,385			87,401			20,131		136,917
Development costs		-			-			-		-
Disposals		(764,763	)		-			-		(764,762	)
United States total	$	(76,861	)	$	385,584		$	1,014,233	$	1,322,957
Canada
Acquisition costs	$	1,443		$	-		$	-	$	1,443
Exploration costs		-			-			-		-
Development costs		-			-			-		-
Impairments and sales		-			-			-		-
Canada total	$	1,443		$	-		$	-	$	1,443
The North Sea
Acquisition costs	$	2,782		$	-		$	197,988	$	200,770
Exploration costs		-			1,476,436			32,987		1,509,423
Development costs		-			-			-		-
Impairments		(2,782	)		(1,538,416	)		-		(1,541,198	)
Disposals		-			(163,510	)		-		(163,510	)
North Sea total	$	-		$	(230,975	)	$	230,975	$	-

Total capitalized costs excluded from amortization									$	1,324,400

United States

Big Sand Spring Valley Prospect

The Company acquired a 50% working interest in the Big Sand Spring Valley Prospect (“BSSV Prospect”) for an initial payment of $667,000 and the obligation for a future payment of $2,000,000, which represents 50% of the estimated initial drilling costs. In addition, the Company is obligated to issue one million shares of its common stock for each ten million equivalent barrels of net proven oil reserves developed on the BSSV Prospect. At December 31, 2008, drilling has not begun on the BSSV Prospect. As a result, the Company has not recorded its obligation to fund any additional drilling costs nor have there been any oil reserves proven on these properties. This participation agreement has a term of ten years, which expires in November 2015. This property is evaluated for impairment annual1ly. There were no impairments evident at December 31, 2008 or 2007. The Company has no current plans to drill exploratory wells on this prospect in the near future.

The accompanying notes are an integral part of the financial statements.

F-20

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

Utah

In December 2007, the Company purchased a 50% interest in a 640-acre mineral lease from the State of Utah. In the first quarter of 2008, the Company purchased a 50% interest in an additional 10,860 acre lease from the State of Utah. This property is evaluated for impairment annually. There were no impairments evident at December 31, 2007.

In June 2008, the Company sold its 50% working interest in the Utah prospect. Because the Steamroller prospect represented a significant portion of the full cost pool, not subject to amortization and because full cost accounting rules do not allow for the use of specific identification with respect to calculating gains on the partial disposal of the pool, the Company has allocated the total cost of the full cost pool, not subject to amortization, among the individual prospects included within the pool, based on their relative fair market value as of the date of the Steamroller disposition. The allocated basis attributed to the Steamroller prospect as of the date of sale was $764,763. Gross proceeds from the sale totaled $1,190,135, resulting in a $425,372 gain on the sale of the Steamroller prospect.

Under the terms of the sale, the Company retained an overriding royalty interest on all future production from the property sold, as well as an overriding royalty interest on production from properties of mutual interest which the purchaser may develop in the future.

Pebble Beach

In October 2006, the Company entered into an operating agreement with Rover Resources Inc. (“Rover”). Under the terms of the agreement, the Company acquired a 10% working interest in certain prospects located in Montana and North Dakota. As of December 31, 2008, the Company’s working interest in the North Dakota prospect totals $533,145, of which $444,738 is payable to Rover. This property is evaluated for impairment annually. There were no impairments evident at December 31, 2008 or 2007. The property is currently in an evaluation phase. The Company does not expect that a determination will be made on the viability of the property within the next twelve months.

The North Sea

North Sea Quad 14 and Quad 41/42

The Company acquired working interests in the Quad 14 and Quad 41/42 Projects with the obligation to fund 12.5% and 10% of the drilling costs of two exploratory wells, respectively. The Company placed $1.5 million on deposit for each prospect to cover its share of the drilling costs. The exploratory wells on both of these prospects were completed in 2007. No economically viable reserves were discovered.

Once no viable reserves were discovered, the Company’s investment in the North Sea was included in the amortizable cost pool and the entire capitalized cost was charged to expense in 2007 because the costs exceeded the cost center ceiling due to lack of future revenue or any fair value of the property. A portion of the monies that were held on deposit relating to the Company’s working interest in the Quad 14 Project and released to the operator in 2007were subsequently returned to the Company in 2008 and has been recognized as revenue during the current year.

The accompanying notes are an integral part of the financial statements.

F-21

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

The Company is disputing its obligation to participate in the drilling of the Quad 41/42 exploratory well. As a result, no amounts held on deposit have been released to the operator for the Quad 41/42 Project. The Company’s management is attempting to determine what amount, if any, it is obligated to pay related to the drilling of the Quad 41/42 exploratory well and what amount of deposited funds, if any, could be returned to the Company.

The Company recorded impairments related to the North Sea projects as follows:

	2008		2007
	(Restated)		(Restated)

Quad 14	$	2,782	$	1,430,429
Quad 41/42		-		107,987
Totals	$	2,782	$	1,538,416

The following table summarizes the activity of exploratory costs for the years ended December 31, 2008 and 2007:

	2008			2007
	(Restated)			(Restated)

Balance at the beginning of the period	$	1,399,819		$	1,245,210
Additions to exploratory costs		681,237			1,699,100
Dry hole costs		(2,782	)		(1,538,416	)
Costs of prospects sold		(251,457	)		(6,075	)
Balance at the end of the period	$	1,826,817		$	1,399,819

Canada

In June 2008, the Company acquired a 5% overriding royalty position in additional prospects located in Saskatchewan, Canada.

The accompanying notes are an integral part of the financial statements.

F-22

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

7.	Equity Investment

In October 2006, the Company acquired 15% of the voting shares of Pebble Petroleum, Inc. (“Pebble”). Pebble was formed to acquire working interests in certain oil and gas leases located in Saskatchewan, Canada. Through a series of capital transactions completed by Pebble, the Company’s equity interest was diluted to 5% of the voting shares.

In May 2007, the Company sold its 5% equity interest in Pebble. Proceeds from the sale totaled $877,353, resulting in a gain on the sale of $871,278. Per the terms of the Pebble sale, the Company retained a 5% gross overriding royalty from each well drilled on certain acreage that Pebble holds rights to in western Canada. In addition, the Company obtained the right to receive $250,000 for each of the first eight wells drilled on the property. The Company recognizes these amounts as “spud fee” revenue when drilling commences. As of December 31, 2008, all eight of the initial wells have been drilled, for which the Company has earned $2,000,000 in spud fees. As a result of the litigation described in Note 8, as of December 31, 2008, the purchaser is holding $750,000 in spud fees owed to the Company in escrow until the legal matter is resolved. The Company does not believe that there is any merit to the claims asserted in the litigation and expects that the spud fees due to the Company will be collected. The timeframe for the settlement of this lawsuit is uncertain and, accordingly, the receivable has been classified as non-current.

8.	Deferred Income Taxes

As a result of its losses, the Company has not recorded any current or deferred income tax provision for the years ended December 31, 2008 and 2007. Significant components of the Company's deferred income tax assets and liabilities at December 31, 2008 and 2007 are as follows:

	2008			2007
	(Restated)			(Restated)
Deferred income tax assets:

Net operating loss carryforward	$	914,355		$	605,872
Valuation allowance		(914,355	)		(605,872	)
Net deferred income tax asset		-			-

Reconciliation of the effective tax rate to the U.S. statutory rate is as follows:

	2008			2007
	(Restated)			(Restated)
Tax expense at U.S. statutory rate		(34.0	)%		(34.0	)%
Change in valuation allowance		34.0	%		34.0	%
Effective income tax rate		-			-

The accompanying notes are an integral part of the financial statements.

F-23

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

The Company has federal net operating loss carryforwards of $2,793,334. The federal net operating loss carryforwards will begin to expire in 2023. Based upon its history of losses and management's assessment of when operations are anticipated to generate taxable income, the Company has concluded that it is more likely than not that the net deferred income tax assets will not be realized through future taxable earnings and, accordingly, has established a full valuation allowance for them. The valuation allowance increased by $308,483 during the year ended December 31, 2008 as a result of the current year’s net losses.

9.	Commitments and Contingencies

Financial Results, Liquidity and Management's Plan

Excluding gains realized from the disposition of oil and gas prospects and the sale of equity investments, the Company has incurred net losses for the years ended December 31, 2008 and 2007 of $1,332,675 and $1,536,653, respectively. These factors raise substantial doubt about the Company's ability to continue as a going concern. As stated in Note 6, the Company has been successful in generating additional operating capital through the disposition of oil and gas prospects. However, the disposition of properties is not a viable strategy for funding the Company’s long-term operations. Accordingly, the Company’s management is developing and implementing plans to sustain the Company’s cash flow from operating activities and/or acquire additional capital funding.

No assurances can be given that the Company will obtain sufficient working capital through the sale of oil and gas properties, the issuance of common stock or by leveraging the Company's current assets, or that the implementation of its business plan will generate sufficient revenues in the future to sustain ongoing operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Litigation

The Company's policy is to recognize amounts related to legal matters as a charge to operations if it is probable that a liability has been incurred and the amount of loss can be reasonably estimated, as required by SFAS 5.

The accompanying notes are an integral part of the financial statements.

F-24

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

On November 20, 2007, the Company was served with a complaint alleging breach of contract, misappropriation of confidential and proprietary information and of trade secret and claims under the Colorado Uniform Trade Secrets Act, fraud, declaratory relief declaring any agreements of release to be void and unenforceable as they were obtained by fraudulent inducement, declaration of accounting and constructive trust for all proceeds and profits from the alleged misappropriation, injunctive relief for return of all allegedly misappropriated information and cessation of use, civil theft of business values, and tortuous interference with contract. Plaintiffs seek compensatory damages in an unspecified amount, prejudgment interest, declaratory relief, injunctive relief, accounting, and attorneys’ fees. The Company believes that the causes of action are without merit and intends to defend this case vigorously. The Company has filed a countersuit claiming abuse of process, intentional interference with an existing business and contractual relations, commercial disparagement and conspiracy. The lawsuit has continued to negatively impact the Company's ability to pursue additional opportunities or acquire additional oil and gas prospects, as discussed in Note 6. A further result of the lawsuit has been the sale of certain assets in order to fund the Company’s ongoing operations, as discussed on Note 6. The litigation is currently in the discovery phase. As of the date of these financial statements, the ultimate outcome of the litigation cannot be reasonably estimated.

Drilling Obligations

As discussed in Note 6, the Company is obligated to fund its share of future drilling costs related to its participation in exploratory oil and gas wells on the Big Sand Spring Valley and North Dakota prospects. The minimum future obligation on the wells on these properties is $2 million.

Employment Agreements

In July 2007, the Company amended its existing employment agreement with its President, which had an effective date of November 7, 2005. The amended agreement terminates on October 31, 2009, provides for annual compensation of $174,000. In connection with the original employment agreement, the Company granted to its President options to purchase 1,443,800 shares of the Company’s common stock. The options have a five-year life, vest over a three-year period and have an exercise price of $1.00 per share.

In August 2007, the Company entered into a two-year employment agreement with its Vice President of Engineering. Unless extended, the employment agreement will expire on July 31, 2009. The Company amended its employment agreement with its Vice President of Engineering effective October 1, 2008. The amended agreement provides for annual compensation of $144,000 and a signing bonus of $30,000. In addition, the Company granted to this employee options to purchase 1 million shares of the Company’s common stock. The options have a five-year life, vest over a two-year period and have an exercise price of $0.24 per share, which represents the estimated market value of the shares on the date of grant.

The accompanying notes are an integral part of the financial statements.

F-25

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

In June 2008, the Company entered into a two-year employment agreement with its Chief Financial Officer. The agreement provides for annual compensation of $138,000. In addition, the Company granted to this employee options to purchase 1 million shares of the Company’s common stock. The options have a five-year life, vest over a two-year period and have an exercise price of $0.18 per share, which represents the estimated market value of the shares on the date of grant.

Lease Obligation

In December 2008, the Company renegotiated its lease for its corporate offices. The new lease has a term of 36 months and expires in December 31, 2011. Rents remaining as of December 31, 2008 under this lease are as follows:

	Amount
2009	$	60,933
2010		62,537
2011		64,140
2012		-
2013		-

Total	$	187,610

Gross rent expense for the years ended December 31, 2008 and 2007 was $69,747 and $58,523, respectively.

10.	Loss Per Share

The following is a reconciliation of the number of shares used in the calculation of basic loss per share and diluted loss per share for the twelve-month periods ended December 31, 2008 and 2007:

	2008			2007
	(Restated)			(Restated)

Net loss	$	(907,303	)	$	(665,375	)
Weighted-average number of common shares outstanding		44,550,000			42,937,978
Incremental shares from the assumed exercise of dilutive stock options		-			-
Diluted common shares outstanding		44,550,000			42,937,978
Net loss per share, basic and diluted	$	(0.02	)	$	(0.02	)

The accompanying notes are an integral part of the financial statements.

F-26

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

The following securities were not included in the computation of diluted net loss per share as their effect would have been anti-dilutive:

	2008		2007
	(Restated)		(Restated)
Stock Options		5,543,800		3,393,800
Warrants		-		12,924,000

11.	Equity Transactions

Issuance of Stock Options

In July 2007, the Company granted options to purchase 600,000 shares of its common stock to two of its directors (300,000 shares each). These options vest over three years, have a life of five years and have an exercise price of $0.25 per share, the market price of the shares on the effective date of grant. The options vest at the rate of 50,000 shares at the end of each six-month period from the effective date of grant, and all will be fully exercisable on July 26, 2010.

In August 2007, the Company granted options to purchase 1,000,000 shares of its common stock to its Vice President of Engineering. These options vest over 2 years, have a life of 5 years and have an exercise price of $0.24 per share, the market price on the effective date of grant. The options vest at the rate of 250,000 shares at the end of each six-month period from the effective date of grant, and all will be fully exercisable on August 1, 2009.

In March 2008, the Board of Directors ratified the grant of options to purchase 50,000 of its common shares to a consultant. The stock options were originally approved by management on August 1, 2006. These options vest over 1 year, have a life of 5 years and have an exercise price of $0.97 per share, the market price on the effective date of grant. Under the corresponding stock option agreement, 16,667 options vested at the time the agreement was executed with an additional 16,667 options vesting at the end of each six-month period from the grant date. As of December 31, 2008, all 50,000 stock options are exercisable.

The accompanying notes are an integral part of the financial statements.

F-27

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

Also in March 2008, the Board of Directors ratified the grant of options to purchase 100,000 of its common shares to the same consultant. The stock options were originally approved by management on August 1, 2007. These options vest over 1 year, have a life of 5 years and have an exercise price of $0.20 per share, the market price on the effective date of grant. Under the corresponding stock option agreement, 33,333 options vested at the time the agreement was executed with an additional 33,333 options vesting at the end of each six-month period from the grant date. As of December 31, 2008, all 100,000 stock options are exercisable.

In June 2008, the Company granted options to purchase 1,000,000 shares of its common stock to its Chief Financial Officer. These options vest over 2 years, have a life of 5 years and have an exercise price of $0.18 per share, the market price on the effective date of grant. The options vest at the rate of 250,000 shares at the end of each six-month period from the effective date of grant, and all will be exercisable on December 2, 2010.

In October 2008, the Company granted options to purchase 1,000,000 shares of its common stock to its President. These options vest over 2 years, have a life of 5 years and have an exercise price of $0.17 per share, the market price on the effective date of grant. Fifty percent of the options vested immediately, with the remaining 50% vesting one year from the effective date of the grant.

A summary of stock option for the years ended December 31, 2008 and 2007 is presented below:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
			Exercise		Contract		Intrinsic
	Options		Price		Term		Value

Outstanding at December 31, 2006		2,093,800	$	0.93	2.9 years			-
Options granted		1,300,000	$	0.24	4.5 years			-
Options exercised		-		-		-		-
Options expired		-		-		-		-
Options forfeited		-		-		-		-
Outstanding at December 31, 2007		3,393,800	$	0.67	3.5 years			-
Options granted		2,150,000	$	0.19	4.5 years			-
Options exercised		-		-		-		-
Options expired		-		-		-		-
Options forfeited		-		-		-		-
Outstanding at December 31, 2008		5,543,800	$	0.46	3.4 years		$	-

Exercisable at December 31, 2008		3,493,800	$	0.60	2.9 years		$	-

The accompanying notes are an integral part of the financial statements.

F-28

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

The assumptions used in the Black-Scholes option pricing model for the stock options granted during the year ended December 31, 2008 were as follows:

Risk-free interest rate		2.77-3.25	%
Expected volatility of common stock		101	%
Dividend yield	$	0.00
Expected life of options	5 years
Weighted average fair market value of options granted	$	0.18

Issue of Shares for Working Interest

In October 2007, the Company acquired an additional 25% working interest in the West Ranch Field in exchange for 2 million shares of its common stock, valued at $629,513.

Sale of Equity Units

In March and May 2006, the Company sold 11,876,000 and 1,248,000 equity units, respectively, through a private placement offering. Each equity unit consisted of one share of the Company’s common stock and one warrant to purchase a share of the Company’s common stock at $1.00 per share. The per equity unit price was $0.50 with net proceeds of $6,562,000. The Company paid $440,240 in finders’ fees related to this offering. The equity units have a registration rights agreement that required the Company to file a registration statement with the Securities and Exchange Commission covering the shares and shares to be issued upon exercise of the warrants. The registration rights agreement provides for liquidated damages equal to $72,500, which was paid during the year ended December 31, 2007. The registration became effective and no additional penalties were due. The registration became stale and was cancelled by the Company during 2008.

Warrants

				Average
				Weighted
	Number of			Exercise
	Warrants			Price
Outstanding, December 31, 2006		14,050,000		$	1.16
Issued		-			-
Exercised		-			-
Expired		(1,126,000	)		1.00
Forfeited		-			-
Outstanding, December 31, 2007		12,924,000		$	1.16
Issued		-			-
Exercised		-			-
Expired		(12,924,000	)	$	(1.16	)
Forfeited		-			-
Outstanding, December 31, 2008		-		$	-
Exercisable, December 31, 2008		-		$	-

The accompanying notes are an integral part of the financial statements.

F-29

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

Warrants to purchase 1,126,000 expired in November 2007. Warrants to purchase 11,676,000 expired in March 2008. Warrants to purchase 1,248,000 shares expired in May 2008.

Shares Reserved for Future Issuance

As of December 31, 2008, the Company has reserved shares for future issuance upon exercise of outstanding options and warrants as follows:

Options			5.543.800
Warrants			-
Total			5,543,800

These amounts do not include any shares that may have to be issued upon the discovery of net proved reserves in the Nevada oil and gas property.

12.	Related Party Transaction

In October 2007, the Company acquired certain exploratory oil and gas leases and exclusive licenses to use a down-hole gas/water device from entities owned by its Chairman and Chief Executive Officer. Under the terms of the original agreement, the Company paid $125,000 for certain oil and gas leases and retained the option to acquire certain exclusive technology licensing rights in exchange for future annual payments of $250,000 on each of December 31, 2008 and December 31, 2009. The Company had the option to settle these obligations with cash or through the issuance of an equivalent value in shares of the Company’s common stock.

In addition, the Company reimbursed one of such entities $20,000 for amounts paid to Zavanna Canada Corp. The Company is required to drill and equip two wells, and may cancel this agreement after the two required wells have been drilled and the first $250,000 payment has been made. The Company was required to drill one of these wells by December 31, 2008. The Company did not drill the required well in 2008 and, consequently, fell into a condition of technical default with respect the original agreement.

The accompanying notes are an integral part of the financial statements.

F-30

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

The oil and gas leases acquired in connection with the licenses expired in 2008 and, accordingly, have been removed from the Company’s financial statements.

In December 2008, as a result of the Company not maintaining an exclusive right to the use of the down-hole technology, the Company received a notification from one of the related entities of its desire to remarket the licenses to third parties. As a result, the original licensing agreement between the Company and the related entity was amended. The amended agreement relieves the Company of its obligation to make the $250,000 payments to the related entity, originally scheduled for December 2008 and 2009, and enables the related entity to freely market the technology. Furthermore, the related party has agreed to work in good faith to seek reimbursement on the Company’s behalf for its investment in the original technology and to secure the granting of a 1% overriding royalty interest in favor of the Company for any wells in which the technology used to generate production. As a result of the amended agreement, the Company has been relieved of its liability to the related entities and has removed the licenses from its balance sheet. In addition, the Company has reclassified certain down-hole tools purchased during 2008 as Assets Held for Sale as of December 31, 2008.

The accompanying notes are an integral part of the financial statements.

F-31

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

13.	Supplemental Oil and Gas Information (Unaudited)

The following tables set forth the Company’s net interests in quantities of proved developed and undeveloped reserves of crude oil, condensate and natural gas and changes in such quantities from the prior period. Crude oil reserves estimates include condensate.

The reserve estimation process involves reservoir engineers, geoscientists, planning engineers and financial analysts. As part of this process, all reserves volumes are estimated by a forecast of production rates, operating costs and capital expenditures. Price differentials between benchmark prices and prices realized and specifics of each operating agreement are then used to estimate the net reserves. Production rate forecasts are derived by a number of methods, including estimates from decline curve analyses, material balance calculations that take into account the volume of substances replacing the volumes produced and associated reservoir pressure changes, or computer simulation of the reservoir performance. Operating costs and capital costs are forecast based on past experience combined with expectations of future cost for the specific reservoirs. In many cases, activity-based cost models for a reservoir are utilized to project operating costs as production rates and the number of wells for production and injection vary.

The Company has retained an independent petroleum engineering consultant to determine its annual estimate of oil and gas reserves as of December 31, 2008 and 2007. The independent consultant estimated the oil and gas reserves associated with the Company’s West Ranch property using generally accepted industry standards, which include the review of technical data, methods and procedures used in estimating reserves volumes, the economic evaluations and reserves classifications.

The Company believes that the methodologies used by the independent consultant in preparing the relevant estimates generally comply with current Securities and Exchange Commission (SEC) standards.

The Company acquired its West Ranch reserves in 2007. The following table summarizes changes in the Company’s oil and gas reserves for the years ended December 31, 2008 and 2007:

The accompanying notes are an integral part of the financial statements.

F-32

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

	2008					2007
	Oil (bbls)			Gas (mcf)		Oil (bbls)			Gas (mcf)
Proved developed and undeveloped reserves
Beginning of year		660,286			363,719		-			-
Purchases of minerals in place		-			-		664,673			364,741
Production		(1,651	)		-		(4,387	)		(1,022	)
Revisions of previous estimates		(256	)		-		-			-
End of year		658,379			363,719		660,286			363,719

	2008				2007
	Oil (bbls)		Gas (mcf)		Oil (bbls)		Gas (mcf)
Proved developed reserves
Beginning of year		170,371		304,591		-		-
End of year		170,371		304,591		170.371		304.591

Standardized Measure, Including Year-to-Year Changes Therein, of Discounted Future Net Cash Flows

For purposes of the following disclosures, estimates were made of quantities of proved reserves and the periods during which they are expected to be produced. Future cash flows were computed by applying year-end prices, except in those instances where future oil or natural gas sales are covered by physical contract terms providing for higher or lower prices, to the Company’s share of estimated annual future production from proved oil and gas reserves, net of royalties. Future development and production costs were computed by applying year-end costs to be incurred in producing and further developing the proved reserves. Future income tax expenses were computed by applying, generally, year-end statutory tax rates (adjusted for permanent differences, tax credits, allowances and foreign income repatriation considerations) to the estimated net future pre-tax cash flows. The discount was computed by application of a 10 % discount factor. The calculations assumed the continuation of existing economic, operating and contractual conditions at December 31, 2008. However, such arbitrary assumptions have not necessarily proven to be the case in the past. Other assumptions of equal validity would give rise to substantially different results.

Standardized Measure of Discounted Future Net Cash Flows

	At December 31,
	2008			2007
Future cash flows	$	30,879,408		$	56,042,355
Future costs
Production costs and other operating expenses		(6,791,444	)		(10,694,354	)
Development costs		(2,245,000	)		(3,025,000	)
Future income tax expense		(617,588	)		(1,120,846	)
Future net cash flows		21,225,376			41,202,155
Ten percent discount factor		(9,726,801	)		(16,552,262	)
Standardized measure	$	11,498,575		$	24,649,893

The accompanying notes are an integral part of the financial statements.

F-33

Eternal Energy Corp.

Notes to the Financial Statements

As of December 31, 2008 and 2007

For Each of the Two Years in the Period Ended December 31, 2008

The following table summarizes the changes in the Company’s standardized measure of discounted future net cash flows for the years ended December 31, 2008 and 2007:

	2008			2007
Standardized measure of discounted future cash flows
Beginning of year	$	24,649,893		$	-
Net change in sales prices and future production costs		(12,430,123	)		-
Change in estimated future development costs		357,445			-
Sales of oil and gas produced during the year		(74,301	)		-
Net change due to purchases/sales of minerals in place		-			24,649,893
Net change due to revisions in quantity estimates		(11,514	)		-
Net change in income taxes		503,258			-
Accretion of discount		(1,496,083	)		-
End of year	$	11,498,575		$	24,649,893

Assumed prices used to calculate future cash flows

	At December 31,
	2008		2007
Oil price per barrel	$	45.00	$	85.00
Gas price per mcf	$	4.50	$	6.67

As noted above, the Company’s producing oil and gas wells were shut in during the majority of 2008 in response to a need to divert working capital to the Company’s defense of the Zavanna litigation. In addition, plans to waterflood the West Ranch property have been delayed due to working capital constraints as well as pending the results of further analysis of the waterflood program strategy. Consequently, there was virtually no change in the Company’s oil and gas reserves from December 31, 2007 to December 31, 2008. Upon the gathering of additional working capital, the Company intends to re-initiate its waterflood activities in order to stimulate production of the oil and gas wells. The Company hopes to re-initiate its waterflood activities in late 2009.

The accompanying notes are an integral part of the financial statements.

F-34

American Eagle Energy Inactive 10-K/A2008 FY Annual report (amended)