MEMORANDUM OF RESPONSES
                         PETROSEARCH ENERGY CORPORATION
                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                       REGISTRATION STATEMENT ON FORM SB-2
                              FILED ON MAY 24, 2006
                               FILE NO. 333-125539


1.   In response to the Staff's comment, we have amended our Form 10-KSB for the
     fiscal year ending December 31, 2005, to provide appropriate disclosure for
     Controls  and  Procedures  pursuant  to  Item  308  of  Regulation  S-B.

2.   In response to the Staff's comment, we have amended our Form 10-KSB for the
     fiscal  year ending December 31, 2005, to conform the 302 certifications to
     the  exact  wording  of  the  certification  provided in Item 601(b)(31) of
     Regulation  S-B.

3.   In response to the Staff's comment, we have amended our Form 10-QSB for the
     fiscal quarter ending March 31, 2006, to provide appropriate disclosure for
     Controls  and  Procedures.

4.   In response to the Staff's comment, we have amended our Form 10-QSB for the
     fiscal  quarter ending March 31, 2006, to conform the 302 certifications to
     the  exact  wording  of  the  certification  provided in Item 601(b)(31) of
     Regulation  S-B.