U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
---------------------------------------------------------------------------

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

For the fiscal year ended September 30, 2005

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

ERHC ENERGY INC.
(Exact name of registrant as specified in its charter)

Commission file number: 000-17325

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

5444 Westheimer Road, Suite 1570, Houston, Texas 77056
------------------------------------------------ -----
(Address of Principal Executive Office) (Zip Code)

713-626-4700
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act From their obligations under
those Sections. Yes [ ] 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 Securities Exchange Act of 1934 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 [ ]

Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) 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, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [ ] Accelerated filer [X]
Non-accelerated filer [ ]

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

The aggregate market value of the voting stock held by non-affiliates of the
registrant, based on the last sales price of $0.44 per share on the "over the
counter bulletin board" on March 31, 2004, was $147,382,954.

As of January 23, 2006 registrant had 710,912,226 shares of common stock, par
value $0.0001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: none

EXPLANATORY NOTE

On December 29, 2005, we filed the Annual Report on Form 10-K for ERHC Energy
Inc. (the "Company") for the fiscal year ended September 30, 2005. The
information required by Part III of such report was not set forth therein and
was to be incorporated by reference from the Company's Definitive Proxy
Statement for the Annual Meeting of Stockholders. This Amendment No. 1 to the
Annual Report on Form 10-K/A is being filed solely to include the information
that was previously intended to have been so incorporated by reference. As a
result, this Amendment No. 1 to the Annual Report on Form 10-K/A may contain
forward-looking information which has not been updated for events subsequent to
the date of the original filing, and all information contained in this Amendment
No. 1 to the Annual Report on Form 10-K/A and the original Annual Report on Form
10-K is subject to updating and supplementing as provided in the periodic
reports that the Company has filed or will file with the SEC after the original
filing date.

In addition, pursuant to the rules of the SEC, Item 15 of Part IV of the
original filing has been amended to contain currently-dated certifications from
the Company's Chief Executive Officer and Chief Financial Officer which are
attached to this Form 10-K/A Amendment No. 1 as Exhibits 31.1, 31.2, 32.1 and
32.2, respectively.

TABLE OF CONTENTS

PAGE
----

PART III

Item 10. Directors and Executive Officers of the Registrant 1
Item 11. Executive Compensation 3
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters 5
Item 13. Certain Relationships and Related Transactions 6
Item 14. Principal Accounting Fees and Services 6

PART IV

Item 15. Exhibits 7
Signatures 8

This annual report contains forward-looking statements. These statements
relate to future events or ERHC ENERGY INC. ("Company" or "ERHC") future
financial performance and involve known and unknown risks, uncertainties and
other factors that may cause ERHC or its industry's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
the forward-looking statements.

In some cases, you can identify forward-looking statements by terminology
such as "may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or the negative of these terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially.

Although the Company believes that the expectations reflected in the
forward-looking statements are reasonable, there can be no guarantee of future
results, levels of activity, performance, or achievements. Moreover, neither the
Company nor any other person assumes responsibility for the accuracy and
completeness of these forward-looking statements. The Company is under no duty
to update any of the forward-looking statements after the date of this report to
conform prior statements to actual results.

PART III

Item 10. Directors and Executive Officers of the Registrant

The following are directors and executive officers of the Company as of January
21, 2006:

Name Age Position Member/Position Since
---- --- -------- ---------------------

Sir Emeka Offor 46 Chairman of the Board February 2001
Walter Brandhuber 52 Chief Executive Officer, January 2006
President and Director
Nicolae Luca 46 Director February 2001
Howard Jeter 58 Director April 2005
Andrew Uzoigwe 63 Director April 2005
Cosmas (Ike) Okpala 42 Chief Financial Officer June 2004
Peter C. Ntephe 39 Secretary February 2001

Sir Emeka Offor has served as the chairman of the board of ERHC since February
2001. In addition to his duties as chairman, Sir Emeka Offor is currently
chairman of Chrome Consortium. He is the director and shareholder of Chrome Oil
Services Limited ("COS"). COS is the company's majority shareholder. Sir Emeka
has held these positions at various times since 1995. Apart from owning majority
interests in these companies, Sir Emeka Offor has majority interests in
aviation, banking and insurance companies.

Walter Brandhuber served as a senior consultant at CRA International Limited, in
London, England, from September, 2005 until his appointment in January 2006 as
president and chief executive officer of the Company. He was also a senior
consultant with G.E.A.R.S Limited from July 2003. From 1999 to 2003, Mr.
Brandhuber served as a managing director and member of the board of Odin
Petroleum N.V. based in London, England and Amsterdam, Netherlands. From 1999 to
2000, Mr. Brandhuber served on the board of Calverton Limited. From 1989 to
1998, Mr. Brandhuber worked at Union Texas Petroleum, his last position being
vice-president. Mr. Brandhuber has an MBA (Hons) from the University of Notre
Dame, a BA (cum laude) from the Loyola University of Chicago and a Doctor of
Jurisprudence from the University of Oklahoma.

Nicolae Luca has served as a director since February 2001. Since April 1998, Mr.
Luca has also served as the technical director for the Nigeria-incorporated
entity Chrome Oil Services Limited, (a separate and distinct entity from the
Bahamas-incorporated Chrome Oil Services Limited which is the Company's majority
shareholder). Mr. Luca has a bachelor of science in mechanical engineering.

Howard Jeter has served as a director since April 2005. Howard Jeter retired
with the rank of career Minister from the State Department in 2003 after a 27
- -year career in Foreign Service. Ambassador Jeter is the immediate past US
Ambassador to Nigeria. He also served as Deputy Assistant Secretary of State for
African Affairs, State Director for West Africa, President Clinton's Special
Envoy for Liberia and Ambassador to Botswana. Ambassador Jeter was Deputy Chief
of Mission and later Charge d' Affairs in Lesotho and Namibia He also had
multi-year assignments in Tanzania and Mozambique. Ambassador Jeter has been the
recipient of numerous awards, including the Presidential Meritorious Service
Awards, Superior Honor Awards and several Performance Awards. He received the
Bennie Trailblazer Award from Morehouse College and the International Peace and
Justice Award from the rainbow Coalition. Ambassador Jeter is a member of the
Council on Foreign Relations, the American Foreign Service Association and Phi
Beta Kappa. He earned his Bachelor of Arts Degree with Honors from Morehouse
College and Masters Degrees in International Relations, Comparative Politics and
African Studies from the Columbia University and University of California, Los
Angeles (UCLA) He is currently the Executive Vice President of GoodWorks
International, an international consulting and business advisory group, Chairman
of the Advisory Committee on Africa, US Export - Import Bank and a board member
of Africare and African Action.

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

Cosmas (Ike) Okpala has served as chief financial officer of ERHC since June
2004. From February 2003 until serving at ERHC, Mr. Okpala served as Senior
Manager/Head of the Investment Banking Division of African Express Bank Plc.
From April 2001 to February 2003, Mr. Okpala served as General Manager/Chief
Operating Officer of First Capital Guaranty Limited. Mr. Okpala had previously
spent 11 years in various financial positions with banks and private
institutions. Mr. Okpala holds three degrees including a Masters of Business
Administration from the University of Nigeria, a Masters of Banking & Finance
from FINAFRICA, Italy and a Bachelor of Science in Business Administration from
California State University, U.S.A.

Peter C. Ntephe has served as secretary of ERHC since February 2001. From 1987
to 1992, Mr. Ntephe worked with Serena David Dokubo and Company, rising to the
Head of the Corporate Legal Services Department. From 1992 to 1999, he was a
partner in the law firm of NSW Law and oversaw the firm's provision of company
secretarial services to corporate clients. From 1999 to 2001, he was Chief
Legislative Aide to the Chairman of the Senate Committee for Judiciary and Legal
Matters, National Assembly of Nigeria. Mr. Ntephe has a Bachelors' and two
Masters degrees in law, the second Masters being a specialization in regulatory
issues from the University of London.

All officers serve at the discretion of the board of directors. There are no
family relationships between or among any executive officers and directors.
There are no arrangements or understandings between an executive officer or
director and any other person pursuant to which he was or is to be selected as
an executive officer or director. None of the executive officers or directors is
involved in any legal proceedings described in Item 401(f) of Regulation S-K.

The Company entered into a management services agreement with COS in February
2001. Pursuant to that agreement, COS provided the Company with management and
business development services, in addition to making available specialized
services in the areas of refinery maintenance, engineering design, and upstream
oil industry services. COS provided the Company with such services for a
management fee of $68,000 per month. Messrs. Okpala, and Ntephe were consultants
to COS and received fees and overhead expense reimbursement from COS. Expenses
not covered under the management services agreement were borne by the Company.
Total management fees incurred during each of the years ended September 30, 2005
and September 30, 2004 were $204,000 and $816,000, respectively. The Company's
executive officers incurred significant direct expense for travel and related
expenses of approximately $279,000 and $418,000 during the years ended September
30, 2005 and 2004, respectively, which were reimbursed by the Company to COS or
directly to the officers. At September 30, 2005 and 2004, accounts payable and
other accrued liabilities included $0 and $3,231 respectively owed to one
officer for direct travel expenses. In addition to the management services
agreement, the Company had one employment agreement with Mr. Memon. On December
23, 2004, the Company and COS cancelled, effective December 31, 2004, the
management services agreement. Beginning on January 1, 2005, ERHC made
arrangements to assume and provide directly all services currently being
provided under such management services agreement.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's directors and executive
officers, and persons who own beneficially more than ten percent (10%) of the
common stock, to file reports of ownership and changes of ownership with the
Securities and Exchange Commission. Copies of all filed reports are required to
be furnished to us. Based solely on the reports received and the representations
of the reporting person, the Company believes that these persons have complied
with all applicable filing requirements during the fiscal year ended September
30, 2005, except for a late Form 3 filing by Mr. Uzoigwe, a late Form 4 and/or
Form 5 for Sir Emeka Offer and Chrome Energy LLC, and a late Form 4 for Mr. Ali
Memon reporting the grant of options. Each late Form 3, Form 4 and/or Form 5 has
been or will be subsequently filed.

Code of Ethics for the CEO, CFO and Senior Financial Officers

The Company has adopted the CEO, CFO and Senior Financial Officers Code of
Ethical Conduct. The Board believes that these individuals must set an exemplary
standard of conduct, particularly in the areas of accounting, internal
accounting control, auditing and finance. This code sets forth ethical standards
the designated officers must adhere to and other aspects of accounting, auditing
and financial compliance. The Code of Ethics for the CEO, CFO and Senior
Financial Officers is available on the Company's website at
http://www.erhc.com/CorporateGovernance.htm. The information contained on our
website is not incorporated by reference herein into this Report on Form 10-K.

Audit Committee Matters

The Company's Audit Committee was constituted of Mr. Ali Memon and Mr. Nicolae
Luca until Mr. Memon's disengagement from the Company in January 2006. Mr.
Memon's place as president and chief executive was taken by Mr. Walter
Brandhuber who also replaced Mr. Memon on the audit committee. The Audit
Committee is responsible for, among other things, overseeing the Company's
accounting and financial reporting processes and audits of the Company's
financial statements. There are currently no members of the Audit Committee who
qualify as an "audit committee financial expert." The two members of the Audit
Committee are also not "independent" directors as defined in federal securities
laws. The Company's securities are traded on over the counter and it is not
legally obligated to have independent directors or an audit committee financial
expert on the audit committee. To strengthen its financial management
nonetheless, the Company intends reconstitute its Audit Committee to be made up
of solely independent directors, one of whom would qualify as an audit committee
financial expert. It is expected that this will be done not later than the end
of the current fiscal year of the Company, although no guarantees are hereby
given in that regard.

Item 11. Executive Compensation

The following table sets forth certain information regarding compensation paid
by the Company to its chief executive officer and other executive officers who
received total annual salary and bonus that exceeded $100,000 during the periods
involved.

Summary Compensation Table

Long-term Compensation Awards
-------------------------------------
Annual Restricted Securities
Fiscal Compensation Stock Awards(s) Underlying
Name and Principal Positions Year Salary ($) Bonus ($) ($) Options/SARs
- ------------------------------------- ---------- ---------------- ---------- ---------------- -----------------

Ali Memon 2005 187,500(1) - - -
Chief Executive Officer 2004 25,000(2) 3,000,000(3)
Chude Mba 2004 70,000(4)(5) - - -
Chief Executive Officer 2003 84,000(5) - - -
2002 84,000(5) - - -

(1) Represents three months at $150,000 per year and nine months at an
increased salary of $200,000 per year.
(2) Ali Memon joined the Company in August 2004. The amount includes all
compensation earned since August 2004.
(3) Pursuant to Mr. Memon's employment agreement and subject to the provisions
for termination of employment in that agreement, Mr. Memon was awarded an
option to purchase up to 3,000,000 shares of Company common stock, of
which 1,000,000 shares vested on September 1, 2004 and 1,000,000 shares
vested on August 1, 2005.
(4) Represents compensation paid to Mr. Mba from October 1, 2003, until his
resignation on July 31, 2004.
(5) The Company paid a management services fee of $68,000 per month to COS, a
component of which is an amount representing compensation to this officer
for services provided under the management services agreement.

Option Grants in Fiscal Year Ending September 30, 2005

The following table sets forth information concerning individual grants of
options made during the fiscal year ended September 30, 2005, to our named
executive officers. No stock options or stock appreciation rights were issued
during the fiscal year.

Potential Realizable Value at
Assumed Annual Rates of Stock Price
Individual Grants Appreciation for Options Term (1)
-------------------------------------------------------------------- -----------------------------------
Number of Percent Of
Securities Total
Underlying Options/SARs Exercise Market
Option/SARs Granted to Of Base Price at Expiration
Name Granted (#) Employees In Price Date of Date 5% 10%
(a) (b) Fiscal Year (c) ($/Sh) (d) Grant (e) (f) (g) 0%
- ----------- -------------- --------------- ---------- --------- ----------- --------- ------------ ----------

Ali Memon - - - - - - - -

Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

The following table sets forth information concerning options exercised during
the fiscal year ended September 30, 2005 and option holdings as of September 30,
2005, with respect to our named executive officers. No stock options or stock
appreciation rights were issued during the fiscal year.

Aggregated Option Exercises in 2005
and Year-End Option Values

Shares
Acquired
on Value
Exercise Realized Number of Unexercised Value of Unexercised
Name (#) ($) Options at FY-end in-the-Money Options (1)
(a) (b) (c) (d) (e)
- ------------------ --------------- ------------- ------------------------------- ------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

Ali Memon - - 2,000,000 1,000,000 $340,000 $170,000

(1) The values of the unexercised options above are based on the difference
between the exercise price of the options and the fair market value of our
common stock at the end of the fiscal year ended September 30, 2005, which
was $0.37 per share.

Compensation of Directors

Compensation expense for the year ended September 30, 2005, as recommended by
the Compensation Committee and approved by the board, is shown in the table
below.

Non-Executive Director Compensation

Director Name Fees Common Shares Value Total
--------------- --------------- --------------- ---------------

Sir Emeka Offor $ 33,300 85,000 $ 36,125 $ 69,425

Nicolae Luca 19,125 85,000 36,125 55,250

Howard Jeter 13,292 85,000 36,125 49,417

Andrew Uzoigwe 13,644 85,000 36,125 49,769
--------------- --------------- --------------- ---------------

$ 79,361 340,000 $ 144,500 $ 223,861
--------------- --------------- --------------- ---------------

As of January 25, 2006, none of the compensation approved as above for the
directors has been paid or issued to any of the directors. Also approved was
compensation for past services for directors Offor and Luca. Sir Emeka Offor
will receive 4,000,000 shares of common stock valued at $1,700,000 for all
services rendered from 2001 through 2004 and Nicolae Luca will receive $66,500
for his past services rendered from 2001 to 2004. None of the approved
compensation for past services has been paid or issued to Offor and Luca as of
January 25, 2006.

Employment Contracts

Mr. Memon's employment agreement with the Company terminated on January 20, 2006
when, by mutual agreement with the board on his disengagement from the Company,
Mr. Memon resigned his employment with the Company. The Board of Directors
approved Mr. Walter Brandhuber's appointment as president and chief executive
officer on January 21, 2006.

Long Term Incentive Plan Awards and Benefit Plans

No executive officer received any long-term incentive plan awards during the
fiscal year ended September 30, 2005. The Company has not established any
defined plan or actuarial plan under which benefits are provided to its
executive officers.

Securities Authorized for Issuance Under Equity Compensation Plans

In November 2004, the board of directors authorized a 2004 Compensatory Stock
Option Plan, which was approved at a special meeting of the stockholders of the
Company on February 4, 2005. Under this plan 4,340,000 shares have been approved
for issuance by the Board of Directors as board compensation for current and
past services.

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

Equity compensation plans 4,340,000 $0.425 15,660,000
approved by security holders
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
Equity compensation plans not 4,750,000 $0.20 0
approved by security holders
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
Total 9,090,000 $0.307 15,660,000
- --------------------------------- ------------------------------ ------------------------------- ------------------------------

Compensation Committee Interlocks Insider Participation

The Company's Compensation Committee is comprised Mr. Howard Jeter and Dr.
Andrew Uzoigwe. None of the members of the Compensation Committee has been or is
an officer or employee of the Company, or is involved with a related transaction
or a relationship as defined by Item 404 of Regulation S-K. None of the
Company's executive officers serves on the board of directors or compensation
committee of a company that has an executive officer that serves on the
Company's board or Compensation Committee. No member of the Company's board is
an executive officer of a company in which one of the Company's executive
officers serves as a member of the board of directors or compensation committee
of that company.

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

The following table and notes thereto set forth certain information regarding
beneficial ownership of the common stock as of November 15, 2005 by (i) each
person known by the Company to beneficially own more than five percent of the
common stock, (ii) each director (iii) each named executive officer and (iv) all
directors and officers of the Company as a group.

Shares of common stock Percentage
Name and Address Beneficially Owned Of Voting Power
- --------------------------------------------- -------------------------- ---------------------

Chrome Oil Services Ltd/Sir Emeka Offor 306,091,433 (1) 43.03%(2)
Ali Memon 2,000,000 (3) *
Ike Okpala 500,000 (4) *
Nicolae Luca - -
Peter Ntephe 500,000 (5) *
Andrew Uzoigwe - -
Howard Jeter - -

First Atlantic Bank 60,641,821 (6) 8.52%(2)
All executive officers and directors
as a group (7 persons) 309,091,433 43.45%(2)

- ----------
Less than 1%.

The address of each beneficial owner, except First Atlantic Bank, is c/o ERHC
Energy, Inc., 5444 Westheimer Road, Suite 1570, Houston, Texas 77056.

Beneficial ownership is determined in accordance with rules of the SEC and
generally includes voting or dispositive power with respect to such shares.

(1) In March 2005, Chrome Energy LLC ("Chrome") transferred all holdings in the
Company to Chrome Oil Services Ltd. ("COS"). Previously, COS was the sole member
of Chrome. Sir Emeka Offor was the sole manager of Chrome and the sole
shareholder and director of COS. As of November 15, 2005, COS owns 303,591,433
shares of the Company stock, and warrants to purchase 2,500,000 shares of the
Company's common stock, of which 1,500,000 expire in October 2008 and have a
$0.40 per share exercise price, and 1,000,000 expire in April 2009 and have a
$0.25 per share exercise price.

(2) Shares beneficially owned and percentage of ownership is based on
711,412,226 shares of common stock outstanding as of November 15, 2005,
2,500,000 immediately exercisable warrants held by COS, Mr. Memon's immediately
exercisable options for 2,000,000 shares of common stock, Mr. Okpala's
immediately exercisable options for 500,000, and Mr. Ntephe's immediately
exercisable options for 500,000.

(3) Includes options for 2,000,000 shares immediately exercisable by Mr. Memon.

(4) Includes options for 500,000 shares immediately exercisable by Mr. Okpala.

(5) Includes options for 500,000 shares immediately exercisable by Mr. Ntephe.

(6) These shares are owned by affiliates of First Atlantic Bank, and it is the
understanding of the Company that First Atlantic Bank beneficially owns such
shares. First Atlantic Bank's address is c/o John b. Geddie of Siegnyrl, Oshman
and Geddie, Allen Parkway, Houston Texas 77019.

Item 13. Certain Relationships and Related Transactions

As more fully described in Item 10 above, the Company entered into a management
services agreement with COS. At the time, Chrome was the Company's largest
shareholder. Sir Emeka Offor, the chairman of the board of directors, is a
director and shareholder of COS. As such, COS is an affiliate of Sir Emeka Offor
and Chrome. On December 23, 2004, the Company and COS cancelled, effective
December 31, 2004, the management services agreement.

In December 2004, the Company reached an agreement with Chrome to restructure
all their outstanding notes payable. Pursuant to the debt restructure, Chrome
agreed to cancel all their outstanding notes in exchange for a new 12% note with
a principal amount of $10,134,084, convertible at the option of the Company at
$0.175 per share, and expiring on January 31, 2007. Chrome also provided the
Company with a new 10% working capital line of credit in the amount of
$2,500,000, which would expire on January 31, 2007 and would be convertible at
the option of the Company at $0.175 per share. In exchange for the cancellation
and exchange of the notes and the new working capital line of credit, the
Company agreed to issue Chrome 14,023,352 shares of common stock; 12,465,202
issued immediately, 623,260 shares on the advance of $1,000,000, and the
remaining 934,890 shares upon receipt of an additional $1,500,000 available
under the working capital loan. In addition, ERHC issued 12,308,359 shares of
common stock to satisfy current interest accrued but not paid of $2,461,712.

On January 28, 2005, the Company exercised its right to convert the two new
notes, dated December 15, 2004, in favor of Chrome, with a principal balance of
$10,134,084 and accrued interest of $146,597 and dated December 15, 2004, in
favor of Chrome with an original principal amount of $2,500,000 and accrued
interest of $11,986. The Company issued to Chrome 73,100,962 of unregistered
shares of ERHC common stock in conversion of the entire outstanding principal
and accrued interest of the Consolidated Note and the Promissory Note. They were
converted at $0.175 per share pursuant to the terms of such notes and cancelled
in their entirety. ERHC issued these shares pursuant to Section 4(2) of the
Securities Act of 1933, as amended.

Item 14. Principal Accounting Fees and Services

Aggregate fees for professional services rendered by Panell Kerr Foster of
Texas, P.C. ("PKF") for the fiscal years ended September 30, 2005 and September
30, 2004, were as follows:

2005 2004
-------- --------

Audit fee $107,000* $ 47,290
Audit-related fees $ -- $ --
Tax fees $ -- $ --
All other fees $ 990 $ 4,275

* Malone & Bailey, P.C. was not engaged until subsequent to September 30, 2005.

Audit fees for the fiscal years ended September 30, 2005 and 2004 represent the
aggregate fees billed for professional services rendered by PKF for the audit of
our annual financial statements and review of financial statements included in
our quarterly reports on Form 10-Q or services that are normally provided in
connection with statutory and regulatory filings or engagements for those fiscal
years.

Tax fees for the fiscal year ended September 30, 2005 and 2004, represents the
aggregate fees billed for professional services rendered by PKF for tax
compliance, tax advice, and tax planning.

All other fees for the fiscal year ended September 30, 2005 and 2004, represents
the aggregate fees billed for products and services provided by PKF, other than
the services reported in the other categories. All other fees generally relate
to tax fees assessed for corporate tax restructuring and other general corporate
tax related matters.

Audit Committee Pre-Approval Policies and Procedures

A representative of the independent registered public accounting firm normally
attends each meeting of the Audit Committee. The Audit Committee on an annual
basis reviews audit and non-audit services performed by the independent auditor.
All audit and non-audit services are pre-approved by the Audit Committee, which
considers, among other things, the possible effect of the performance of such
services on the auditors' independence. The Audit Committee has considered the
role of Malone & Bailey, PC in providing services to us for the fiscal year
ended September 30, 2005 and has concluded that such services are compatible
with Malone & Bailey's independence as the Company's auditors.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

3. The following documents are filed as exhibits to this report:

EXHIBIT NO. IDENTIFICATION OF EXHIBIT
- ----------- -------------------------

Exhibit 31.1 Certification Pursuant to 18 U.S.C Section 1350, as
adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
Exhibit 31.2 Certification Pursuant to 18 U.S.C Section 1350, as
adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
Exhibit 32.1 Certification Pursuant to 18 U.S.C Section 1350, as
adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
Exhibit 32.2 Certification Pursuant to 18 U.S.C Section 1350, as
adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

SIGNATURES

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

ERHC Energy Inc.

By: /s/ Walter Brandhuber
----------------------------------------------
Walter Brandhuber,
Chief Executive Officer

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

Signature Title Date
- --------- ----- ----

/s/ Sir Emeka Offor Chairman of the Board January 30, 2006
- ---------------------------------------
Sir Emeka Offor

/s/ Walter Brandhuber Chief Executive Officer, January 30, 2006
- --------------------------------------- President and Director
Walter Brandhuber

/s/ Nicolae Luca Director January 30, 2006
- ---------------------------------------
Nicolae Luca

/s/ Cosmas (Ike) Okpala Chief Financial Officer (Principal January 30, 2006
- --------------------------------------- Accounting Officer)
Cosmas (Ike) Okpala

/s/ Peter C. Ntephe Secretary January 30, 2006
- ---------------------------------------
Peter C. Ntephe

Exhibit Index

EXHIBIT NO. IDENTIFICATION OF EXHIBIT
- ----------- -------------------------