MEMORANDUM OF RESPONSES
PETROSEARCH ENERGY CORPORATION
(the “Company”)
| | · | POST EFFECTIVE AMENDMENT NO. 5 ON FORM S-1 – (FILE NO. 333-142100) |
| | · | AMENDMENT NO. 6 TO FORM S-1 – (FILE NO. 333-149010) |
| | · | FORM 10-KSB/A FOR THE YEAR ENDED DECEMBER 31, 2007 |
| | · | FORM 10-Q/A FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008 |
| | · | FORM 10-Q/A FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008 |
| | · | FORM 10-Q/A FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008 |
| | · | RESPONSE LETTER DATED JANUARY 15, 2009 (File No. 0-51488) |
In response to the Staff’s verbal comments regarding the Company expanding the MD&A and Notes to the Financial Statements to explain why there was a significant alteration of the relationship between capital costs and proved reserves as a result of the disposition of the Barnett Shale Interest, we have added additional disclosure to (i) Note 11 in the June 30, 2008 Financial Statements included in Form 10-Q for the quarterly period ended June 30, 2008; (ii) the MD&A section of the Form 10-Q for the quarterly period ended June 30, 2008 (page 22 – under the heading “Impact of the Sale of Barnett Shale Interest”; (iii) Note 12 in the September 30, 2008 Financial Statements included in Form 10-Q for the quarterly period ended September 30, 2008; (iv) the MD&A section of the Form 10-Q for the quarterly period ended September 30, 2008 (page 24 – under the heading “Impact of the Sale of Barnett Shale Interest”; and (v) the corresponding sections of both the Post Effective Amendment No. 5 to Form S-1 (File No. 333-142100) and Amendment No. 6 to Form S-1 (File No. 333-149010).
In addition, consistent with prior conversations with the Staff, the Company has filed herewith the following documents:
| 1. | Post-Effective Amendment No. 5 on Form S-1 – (File No. 333-142100) |
| 2. | Amendment No. 6 to Form S-1 – (File No. 333-149010) |
| 3. | Form 10-KSB/A for the year ended December 31, 2007 |
| 4. | Form 10-Q/A for the quarterly period ended March 31, 2008 |
| 5. | Form 10-Q/A for the quarterly period ended June 30, 2008 |
| 6. | Form 10-Q/A for the quarterly period ended September 30, 2008; and |
| Signature: | Title: | Date: |
| | | |
| By /s/ David J. Collins | Chief Financial Officer, | January 15, 2009 |
| David J. Collins | Chief Accounting Officer, | |
| | and Principal Financial Officer | |
