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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNITED STATES <BR>SECURITIES AND
EXCHANGE COMMISSION <BR>Washington, D.C. 20549 </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM S-8 </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 </FONT></H1>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>EDEN ENERGY CORP.</B> <BR>(Exact name of
registrant as specified in its charter) </FONT></P>


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     <TH></TH>
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     <TD WIDTH="50%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B>Nevada</B>
</FONT></TD>
     <TD WIDTH="50%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B>98-0199981</B>
</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD WIDTH="50%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(State or other jurisdiction of incorporation or<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;organization)
</FONT></TD>
     <TD WIDTH="50%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(I.R.S. Employer Identification No.)
</FONT></TD></TR>
</TABLE>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>1925-200 Burrard Street </B><BR><B>Vancouver, British
Columbia, Canada V6C 3L6 </B><BR>(Address of Principal
Executive Offices and Zip Code) </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>2004 Stock Option Plan </B> <BR>(Full title of the plan) </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>The President  </B><BR><B>Eden Energy Corp.
</B><BR><B>1925-200 Burrard Street </B><BR><B>Vancouver, British Columbia, Canada V6C 3L6 </B><BR>(Name and address of
agent for service) <BR><B>604-693-0179 </B><BR>(Telephone
number, including area code, of agent for service) </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Copies of all
communications, including all communications sent to the agent for service, should be
sent to:  </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Bernard Pinsky <BR>Clark, Wilson
<BR>Barristers &amp;
Solicitors <BR>800 &#151; 885 West
Georgia Street, Vancouver, British Columbia, Canada V6C 3H1 <BR>Telephone: 604.687.5700 <BR>Facsimile: 604.687.6314 </FONT></H1>

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<P ALIGN=CENTER> 2 </P>


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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CALCULATION OF
REGISTRATION FEE </FONT></H1>



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     <TH COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Title of Securities to<BR>
be Registered(1)</FONT></TH>
     <TH COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amount to be<BR>
Registered</FONT></TH>
     <TH COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Proposed<BR>
Maximum<BR>
Offering<BR>
Price Per Share</FONT></TH>
     <TH COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Proposed<BR>
Maximum<BR>
Aggregate<BR>
Offering Price</FONT></TH>
     <TH COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amount of<BR>
Registration<BR>
Fee</FONT></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH=24% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR>Common Stock</FONT></TD>
     <TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=16% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1,500,000</FONT></TD>
        <TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=8% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$1.38</FONT></TD>
        <TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=16% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$2,070,000</FONT></TD>
        <TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD WIDTH=11% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$262.72<sup>(2)</sup></FONT></TD>
        <TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD></TR>
</TABLE>

<BR>


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                    <TD ALIGN=RIGHT WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><SUP>(1)</SUP> </FONT></TD>
                    <TD ALIGN=LEFT WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

                     An indeterminate number of additional shares of common stock shall be issuable
                    pursuant to Rule 416 to prevent dilution resulting from stock splits, stock
                    dividends or similar transactions and in such an event the number of shares
                    registered shall automatically be increased to cover the additional shares in
                    accordance with Rule 416 under the Securities Act. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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                    <TD ALIGN=RIGHT WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><SUP>(2)</SUP> </FONT></TD>
                    <TD ALIGN=LEFT WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

                     The price is estimated in accordance with Rule 457(h)(1) under the Securities
                    Act of 1933, as amended, solely for the purpose of calculating the registration
                    fee. Our estimate is based on the average of the high and low prices for our
                    common stock as reported on the National Association of Securities Dealers
                    Inc.&#145;s OTC Bulletin Board on September 30, 2004. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXPLANATORY NOTE </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We prepared this registration
statement in accordance with the requirements of Form S-8 under the Securities Act of
1933, to register an aggregate of 1,500,000 shares of our common stock which may be issued
pursuant to our 2004 Stock Option Plan. The purpose of the 2004 Stock Option Plan is to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to our employees and consultants and to
promote the success of our business. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Under cover of this Form S-8 is our
reoffer prospectus prepared in accordance with Part I of Form S-3 under the 1933 Act. Our
reoffer prospectus has been prepared pursuant to Instruction C of Form S-8, in accordance
with the requirements of Part I of Form S-3, and may be used for reofferings and resales
on a continuous or delayed basis in the future of up to an aggregate of 1,500,000 of our
shares of common stock which will be issued upon the exercise of options granted under the
2004 Stock Option Plan. </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART I </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS </FONT></H1>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;1. Plan
Information </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We will send or make available the documents
containing the information specified in Part I of Form S-8 to individuals who participate
in our 2004 Stock Option Plan. A copy of the 2004 Stock Option Plan is attached as Exhibit
4.1 to this Form S-8. The form of Stock Option Agreement for use under the 2004 Stock
Option Plan is attached as Exhibit 4.2 to this Form S-8. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This registration statement relates
to a maximum of 1,500,000 common shares in the capital of our company issuable upon the
exercise of options granted under the 2004 Stock Option Plan. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;2. Registrant
Information and Employee Plan Annual Information </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We will provide, without charge, to
each person to whom a copy of the Section 10(a) prospectus is delivered, upon oral or
written request, a copy of any or all documents incorporated by reference in Item 3 of
Part II of this registration statement (which documents are incorporated by reference in
the Section 10(a) prospectus). Requests </FONT></P>

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<P ALIGN=CENTER> 3 </P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>should be directed to Donald Sharpe,
President, Eden Energy Corp., 1925-200 Burrard Street, Vancouver, British Columbia,
Canada V6C 3L6. Our telephone number is 604.693.0179.  </FONT></P>


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<P ALIGN=CENTER> 4 </P>



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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REOFFER PROSPECTUS </FONT></H1>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The date of this
prospectus is October 5, 2004 </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Eden Energy Corp. <BR>1925-200 Burrard Street
<BR>Vancouver, British
Columbia, Canada V6C 3L6 </FONT></H1>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1,500,000 Shares of
Common Stock </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This reoffer prospectus relates to a
maximum of 1,500,000 shares of our common stock which may be offered and resold from time
to time by the selling stockholders identified in this reoffer prospectus. It is
anticipated that the selling stockholders will offer shares for sale at prevailing prices
on the OTC Bulletin Board on the date of sale. We will receive no part of the proceeds
from sales made under this reoffer prospectus. The selling stockholders will bear all
sales commissions and similar expenses. Any other expenses incurred by us in connection
with this registration statement and offering and not borne by the selling stockholders
will be borne by us. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The selling stockholders and any
brokers executing selling orders on his behalf may be deemed to be
&#147;underwriters&#148; within the meaning of the Securities Act of 1933, in which event
commissions received by such brokers may be deemed to be underwriting commissions under
the Securities Act of 1933. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our common shares are quoted on the
OTC Bulletin Board under the trading symbol &#147;EDNE&#148;. On September 30, 2004, the
last reported closing price of our common stock was $1.35 per share on the OTCBB. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our principal executive offices are
located at 1925-200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6 and our
telephone number is 604.693.0179. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>The common shares offered pursuant
to this registration statement involve a high degree of risk. See &#147;Risk Factors&#148;
on page 7 of this reoffer prospectus.</B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE. </FONT></P>

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<P ALIGN=CENTER> 5 </P>



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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REOFFER PROSPECTUS </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>TABLE OF CONTENTS </FONT></H1>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 ALIGN=Center WIDTH=600>
<TR VALIGN=Bottom>
     <TH COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH>
     <TH COLSPAN=2><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Page Number</FONT></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH=92% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR>PROSPECTUS SUMMARY</FONT></TD>
     <TD WIDTH=4% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH=2% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6</FONT></TD>
        <TD WIDTH=2% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORWARD LOOKING STATEMENTS</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RISK FACTORS</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFORMATION ABOUT THE OFFERING</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USE OF PROCEEDS</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SELLING STOCKHOLDERS</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PLAN OF DISTRIBUTION</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXPERTS</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>LEGAL MATTERS</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>MATERIAL CHANGES</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AVAILABLE INFORMATION</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>DISCLOSURE OF COMMISSION POSITION FOR SECURITIES ACT LIABILITIES</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
</TABLE>

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<P ALIGN=CENTER> 6 </P>


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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PROSPECTUS SUMMARY </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following summary is qualified in
its entirety by the more detailed information and financial statements and notes thereto
appearing elsewhere in this reoffer prospectus. Consequently, this summary does not
contain all of the information that you should consider before investing in our common
stock. You should carefully read the entire reoffer prospectus, including the &#147;Risk
Factors&#148; section, and the documents and information incorporated by reference into
this reoffer prospectus. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This reoffer prospectus relates to a
maximum of 1,500,000 shares of our common stock which may be offered and resold from time
to time by the selling stockholders identified in this reoffer prospectus. It is
anticipated that the selling stockholders will offer shares for sale at prevailing prices
on the OTC Bulletin Board on the date of sale. We will not receive any proceeds from the
sales of common stock by the selling shareholders under this reoffer prospectus. The
selling stockholders will pay for the cost of all sales commissions and similar expenses.
We will however pay for all of the costs associated with the filing of this registration
statement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We are a Nevada corporation
incorporated on January 29, 1999. We were previously involved in the business of providing
internet and programming services through our former subsidiary company to clients located
primarily in Canada. Our principal products and services included the development of
e-commerce web sites and strategies, web design and hosting, domain name registration,
Internet marketing and consulting and custom programming of web based applications. Due to
the inability to run this business with a profit and the difficulty in attracting
additional capital on terms favorable to existing shareholders, we ceased operation of
this business in the prior year and disposed of our subsidiary company on December 31,
2003 for nominal consideration. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We filed our Form 10-SB with the
Securities and Exchange Commission, which became effective November 10, 2000. As of
December 15, 2000 our common shares have been quoted for trading on the OTCBB under the
symbol &#147;ECTC&#148;. On June 18, 2004 our symbol changed to &#147;ECOM&#148; and on
August 20, 2004 our symbol changed to &#147;EDNE&#148;. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our principal executive offices are
located at 1925-200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6. Our
telephone number is 604.693.0179. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On August 31, 2004 we approved an
Assignment Agreement with Fort Scott Energy Corp. dated August 5, 2004 pursuant to which
we have acquired Fort Scott&#146;s Interest in a Participation Agreement dated April 26,
2004 with Cedar Strat Corporation. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Participation Agreement provides
for the acquisition of leases, reservations, permits, licenses, or other documents of
title held by Fort Scott via its wholly owned subsidiary Frontier Explorations Ltd., which
have been or will be acquired in the area of mutual interest pursuant to the terms of the
Participation Agreement, including any renewals or extensions thereof, by virtue of which
the holder is entitled to enter, access, drill for and remove petroleum and natural gas on
the lands pertaining to the leases. The assets which we have acquired are the petroleum
and natural gas rights and leases held by Fort Scott through Frontier Explorations Ltd.
The lands comprising the area of mutual interest are located in eastern Nevada. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We accepted an assignment of the
Participation Agreement, and the oil and gas leases held or to be acquired under the
Participation Agreement from, Fort Scott. Fort Scott retained a 2% over-riding royalty
interest in the lands and all leases in the area of mutual interest currently held by Fort
Scott / Frontier, or any leases subsequently acquired by us. Fort Scott holds its
interests in the leases acquired under the Participation Agreement through its wholly
owned subsidiary Frontier Explorations Ltd. Pursuant to the terms of the Assignment
Agreement, Fort Scott has agreed to transfer to us all of the issued and outstanding
shares in the capital of Frontier. (the &#147;Frontier Shares&#148;), and, as a result,
the leases held by Frontier. </FONT></P>

<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER> 7 </P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The consideration payable for the
assignment of the Participation Agreement under the Assignment Agreement, and in
consideration of Fort Scott transferring to us the Frontier Shares, and, as a result, the
leases held by Frontier, consists of: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>the issuance
to Fort Scott of 500,000 shares of our common stock; </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>the
issuance to Fort Scott of a Promissory Note and Convertible Debenture in the
               principal amount of $500,000 (the &#147;Debt&#148;). The Convertible
Debenture                will bear interest at a rate of 7% per annum and will further
entitle Fort Scott                to convert payment of the principal amount and interest
accruing thereon, in                whole or in part, into units. The conversion rate
under the Convertible                Debenture will be $0.25 per unit, each unit
entitling Fort Scott to the issuance                of one common share in our capital
stock and one half of one warrant, with each                whole warrant entitling Fort
Scott to acquire one additional common share at                $0.50 per share; and  </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Lv 2 -TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>for
each 10 million barrels of proven reserves on the lands underlying the
               leases, we will issue to Fort Scott 1,000,000 shares of common stock, up
to a                maximum of 10,000,000 shares of common stock.  </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As security for the payment of the
Debt and interest accruing thereon, Fort Scott will retain ownership of the Frontier
Shares until the Debt and all interest accruing thereon has been paid in full or such Debt
has been converted in to the units. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Fort Scott<B> </B>will retain its 2%
over-riding royalty interest on the lands underlying the leases, such that upon the
fulfilment of the obligations set out in the Participation Agreement, we will have earned
a 80.5% net revenue interest in the lands underlying the leases, and Cedar Strat will be
vested with a 5% over-riding royalty interest. Cedar Strat will also retain a 5% back in
working interest which may be adjusted upwards to as much as a 12.5% back in working
interest should we elect not to proceed with the drilling election pursuant to the terms
of the Participation Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>To date we have acquired leases
totalling over 96,000 acres. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORWARD LOOKING
STATEMENTS </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This reoffer prospectus contains
forward-looking statements as that term is defined in the Private Securities Litigation
Reform Act of 1995. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by terminology
such as &#147;may&#148;, &#147;will&#148;, &#147;should&#148;, &#147;expects&#148;,
&#147;plans&#148;, &#147;anticipates&#148;, &#147;believes&#148;, &#147;estimates&#148;,
&#147;predicts&#148;, &#147;potential&#148; or &#147;continue&#148; or the negative of
these terms or other comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the risks in
the section entitled &#147;Risk Factors&#148;, that may cause our or our industry&#146;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 these forward-looking statements. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these statements to
actual results. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As used in this reoffer prospectus,
the terms &#147;we&#148;, &#147;us&#148;, &#147;our&#148; and &#147;Eden&#148; means Eden
Energy Corp. and our subsidiaries, unless otherwise indicated. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RISK FACTORS </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Much of the information included in
this registration statement includes or is based upon estimates, projections or other
&#147;forward looking statements&#148;. Such forward looking statements include any
projections or estimates made by </font></p>

<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER> 8 </P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>us and our management in connection
with our business operations. While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions or other
future performance suggested herein.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Those forward-looking statements also
involve certain risks and uncertainties. Factors, risks and uncertainties that could cause
or contribute to such differences include those specific risks and uncertainties discussed
below and those discussed in our Annual Report on Form 10-KSB, filed with the Securities
and Exchange Commission on March 29, 2004. The cautionary statements made in this document
should be read as being applicable to all related forward-looking statements wherever they
appear in this document. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our common shares are considered
speculative during the development of our new business operations. Prospective investors
should consider carefully the risk factors set out below. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We have had negative cash
flows from operations. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>To date we have had negative cash
flows from operations and we have been dependent on sales of our equity securities and
debt financing to meet our cash requirements and have incurred accumulative losses
totalling approximately $608,515 as of June 30, 2004. As of June 30, 2004 we had a working
capital deficiency of $45,776. We do not expect positive cash flow from operations in the
near term. There is no assurance that actual cash requirements will not exceed our
estimates. In particular, additional capital may be required in the event that: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#151;
the costs to acquire further oil and gas leases are greater than we currently anticipate; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#151; drilling
and completion costs for further wells increase beyond our expectations; or </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#151;
we encounter greater costs associated with general and administrative expenses or offering
costs. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The occurrence of any of the
aforementioned events could adversely affect our ability to meet our business plans. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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 development
costs or, if the capital is available, that it will 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. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>A decline in the price of our
common stock could affect our ability to raise further working capital and adversely
impact our operations</I>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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 products 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. </FONT></P>

<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER> 9 </P>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>We have a history of</I>
<I>losses and fluctuating operating results. </I></FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>For the year ended December 31, 2003,
we incurred net income from discontinued operations of $144,033, however, we incurred a
net loss of $21,507 from our continuing operations. We sold this business effective
December 31, 2003. We are a development stage company. There is no assurance that we will
operate profitably or will generate positive cash flow in the future. In addition, our
operating results in the future may be subject to significant fluctuations due to many
factors not within our control, such as the unpredictability of when customers will
purchase our services, the size of customers&#146; purchases, the demand for our services,
and the level of competition and general economic conditions. 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. Until such
time as we generate revenues, we expect an increase in development costs and operating
costs. Consequently, we expect to incur operating losses and negative cash flow until our
properties enter commercial production. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>We have a limited operating
history and 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.</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We have no history of revenues from
operations and have no significant tangible assets. We have yet to generate positive
earnings and there can be no assurance that we will ever operate profitably. Our company
has a limited operating history and must be considered in the development stage. The
success of the company is significantly dependent on a successful acquisition, drilling,
completion and production program. Our company&#146;s operations will be subject to all
the risks inherent in the establishment of a developing enterprise and the uncertainties
arising from the absence of a significant operating history. We may be unable to locate
recoverable reserves or operate on a profitable basis. We are in the development stage and
potential investors should be aware of the difficulties normally encountered by
enterprises in the development stage. 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 our
company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>A majority of our directors and
officers are outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us or any of
our directors or officers.</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We do not currently maintain a
permanent place of business within the United States. In addition, a majority of our
directors and officers are nationals and/or residents of countries other than the United
States, and all or a substantial portion of such persons&#146; assets are located outside
the United States. As a result, it may be difficult for investors to effect service of
process on our directors or officers, or enforce within the United States or Canada any
judgments obtained against us or our officers or directors, including judgments predicated
upon the civil liability provisions of the securities laws of the United States or any
state thereof. Consequently, you may be effectively prevented from pursuing remedies under
U.S. federal securities laws against them. In addition, investors may not be able to
commence an action in a Canadian court predicated upon the civil liability provisions of
the securities laws of the United States. The foregoing risks also apply to those experts
identified in this prospectus that are not residents of the United States. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Because of the early stage of
development and the nature of our business, our securities are considered highly
speculative.</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our securities must be considered
highly speculative, generally because of the nature of our business and the early stage of
its development. 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 not generated any revenues
nor have we realized a profit from our operations to date and there is little likelihood
that we will generate any 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 revenues, we will have to
raise additional monies through the sale of our equity securities or debt in order to
continue our business operations. </FONT></P>

<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER> 10 </P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>As our properties are in the
exploration and development stage there can be no assurance that we will establish
commercial discoveries on our properties.</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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 and development stage only and are without proven reserves of oil and gas. We
may not establish commercial discoveries on any of our properties. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>The potential profitability of oil
and gas ventures depends upon factors beyond the control of our company</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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 may materially affect our financial
performance. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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 our company not receiving an
adequate return on invested capital. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Competition in the oil and gas
industry is highly competitive and there is no assurance that we will be successful in
acquiring the leases.</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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 the area of where we have leases and the
presence of these competitors could adversely affect our ability to acquire additional
leases. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>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.</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>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 our company.</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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 </font></p>


<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER> 11 </P>


<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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 it 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.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Exploration and production
activities are subject to certain environmental regulations which may prevent or delay the
commencement or continuance of our operations.</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We believe that our operations
comply, in all material respects, with all applicable environmental regulations. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>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.</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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 labour, and other risks are involved. We may
become subject to liability for pollution or hazards against which it cannot adequately
insure or which it may elect not to insure. Incurring any such liability may have a
material adverse effect on our financial position and operations. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Any change to government
regulation/administrative practices may have a negative impact on our ability to operate
and our profitability.</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Trading of our stock may be
restricted by the SEC&#146;s &#147;Penny Stock&#148; regulations which may limit a
stockholder&#146;s ability to buy and sell our stock</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The U.S. Securities and Exchange
Commission has adopted regulations which generally define &#147;penny stock&#148; 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 and
&#147;accredited investors.&#148; The term &#147;accredited investor&#148; 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 </font></p>

<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER> 12 </P>


<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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&#146;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&#146;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&#146;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.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Trading in our common shares on
the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to
sell their shares or liquidate their investments</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our common shares are currently
listed for public trading 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. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In the past, following periods of
volatility in the market price of a company&#146;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&#146;s attention and resources. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Our By-laws contain provisions
indemnifying our officers and directors against all costs, charges and expenses incurred
by them</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our By-laws 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, actually
and reasonably incurred by him, including an amount paid to settle an action or satisfy a
judgment 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. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Investors&#146; interests in our
company 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</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our constating documents authorize
the issuance of 100,000,000 shares of common stock with a par value of $0.001 and
10,000,000 shares of preferred stock with a par value of $0.001. 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&#146; interests in our company
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 shareholders. Further, any such issuance may result in a change
in our control. </FONT></P>

<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER>13  </P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Our By-laws do not contain
anti-takeover provisions which could result in a change of our management and directors if
there is a take-over of our company</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We do not currently have a
shareholder rights plan or any anti-takeover provisions in our By-laws. 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. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFORMATION ABOUT THE
OFFERING </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This reoffer prospectus relates to a
maximum of 1,500,000 shares of our common stock which may be offered and resold from time
to time by the selling stockholders identified in this reoffer prospectus. It is
anticipated that the selling stockholders will offer shares for sale at prevailing prices
on the OTC Bulletin Board on the date of sale. We will not receive any proceeds from the
sales of common stock by the selling shareholders under this reoffer prospectus. The
selling stockholders will pay for the cost of all sales commissions and similar expenses.
We will however pay for all of the costs associated with the filing of this registration
statement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>USE OF PROCEEDS </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We will not receive any of the
proceeds from the sale of the up to 1,500,000 shares of common stock by the selling
stockholders which may be issued upon exercise of options issued under our 2004 Stock
Option Plan. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SELLING STOCKHOLDERS </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As at the date hereof, we have issued
stock options under the 2004 Stock Option Plan to the affiliates (as defined in Rule 405)
of our company who are identified in the following table. If, subsequent to the date of
this reoffer prospectus, we grant additional options to any of our affiliates under the
2004 Stock Option Plan, Instruction C of Form S-8 requires that we supplement this reoffer
prospectus with the names of such affiliates and the amounts of securities to be reoffered
by them. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following table identifies the
selling stockholders and indicates the amount to be offered for each of the selling
stockholder&#146;s account. The selling stockholders are not obligated to sell the shares
offered in this reoffer prospectus and may choose not to sell any of the shares or only a
part of the shares. The Securities and Exchange Commission rules require that we assume
that the selling stockholders sell all of the shares offered with this reoffer prospectus. </FONT></P>




<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 ALIGN=Center WIDTH=400>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Selling Stockholder</B></FONT></Td>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Number of</B><BR>
<B>Shares</B><BR>
<B>Subject to</B><BR>
<B>Options(1)</B></FONT></Td>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Shares</B><BR>
<B>Being</B><BR>
<B>Registered</B></FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD WIDTH=55% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR>Donald Sharpe(2)</FONT></TD>
     <TD WIDTH="27%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>500,000&nbsp;</FONT></TD>
     <TD WIDTH="18%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>500,000&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Drew Bonnell(3)</FONT></TD>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>200,000&nbsp;</FONT></TD>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>200,000&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Michael Bodino(4)</FONT></TD>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>200,000&nbsp;</FONT></TD>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>200,000&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>John Martin(5)</FONT></TD>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>200,000&nbsp;</FONT></TD>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>200,000&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Neil Maedel</FONT></TD>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>200,000&nbsp;</FONT></TD>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>200,000&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Paul Mitchell</FONT></TD>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>20,000&nbsp;</FONT></TD>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>20,000&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Kim Lloyd</FONT></TD>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10,000&nbsp;</FONT></TD>
     <TD ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10,000&nbsp;</FONT></TD></TR>
</TABLE>
<BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><SUP>(1)</SUP> </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Represents shares of our common stock underlying options granted to each of the
                    named selling stockholders under the 2004 Stock Option Plan, whether or not
                    exercisable as of, or within 60 days of, the date of this reoffer prospectus. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><SUP>(2)</SUP> </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Mr. Sharpe is currently a Director of our company and has held this position
                    since May 14, 2004. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><SUP>(3)</SUP> </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Mr. Bonnell is currently a Director of our company and has held this position
                    since May 14, 2004. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><SUP>(4)</SUP> </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Mr. Bodino is currently a Director of our company and has held this position
                    since August 31, 2004. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><SUP>(5)</SUP> </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Mr. Martin is currently a Director of our company and has held this position
                    since August 31, 2004. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER> 14 </P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Under the Securities Exchange Act
of 1934, any person engaged in a distribution of the shares offered by this reoffer
prospectus may not simultaneously engage in market making activities with respect to our
common shares during the applicable &#147;cooling off&#148; periods prior to the
commencement of such distribution.</B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>In addition, and without limiting
the foregoing, the selling stockholders will be subject to applicable provisions of the
Securities Exchange Act of 1934 and the rules and regulations thereunder, which provisions
may limit the timing of purchases and sales of the shares by the selling stockholders.</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PLAN OF DISTRIBUTION </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The selling stockholders may, from
time to time, sell all or a portion of their shares of our common stock on any market upon
which the common stock may be quoted (currently the OTC Bulletin Board), in privately
negotiated transactions or otherwise. Such sales may be at fixed prices prevailing at the
time of sale, at prices related to the market prices or at negotiated prices. The shares
of common stock being offered by this reoffer prospectus may be sold by the selling
stockholder by one or more of the following methods, without limitation: </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

           block trades in which the broker or dealer so engaged will attempt to sell the
          shares of common stock as agent but may position and resell a portion of the
          block as principal to facilitate the transaction; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

           purchases by broker or dealer as principal and resale by the broker or dealer
          for its account pursuant to this reoffer prospectus; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

           an exchange distribution in accordance with the rules of the applicable
          exchange; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

           ordinary brokerage transactions and transactions in which the broker solicits
          purchasers; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

           privately negotiated transactions; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

           market sales (both long and short to the extent permitted under the federal
          securities laws); </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

           at the market to or through market makers or into an existing market for the
          shares; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(h)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

           through transactions in options, swaps or other derivatives (whether exchange
          listed or otherwise); and </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

           a combination of any of the aforementioned methods of sale. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In effecting sales, brokers and
dealers engaged by the selling stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers may receive commissions or discounts from a selling
stockholder or, if any of the broker-dealers act as an agent for the purchaser of such
shares, from the purchaser in amounts to be negotiated which are not expected to exceed
those customary in the types of transactions involved. Broker-dealers may agree with a
selling stockholder to sell a specified number of the shares of common stock at a
stipulated price per share. Such an agreement may also require the broker-dealer to
purchase as principal any unsold shares of common stock at the price required to fulfil
the broker-dealer commitment to the selling stockholders if such broker-dealer is unable
to sell the shares on behalf of the selling stockholder. Broker-dealers who acquire shares
of common stock as principal may thereafter resell the shares of common stock from time to
time in transactions which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above. Such sales by a
broker-dealer could be at prices and on terms then prevailing at the time of sale, at
prices related to the then-current market price or in negotiated transactions. In
connection with such resales, the broker-dealer may pay to or receive from the purchasers
of the shares commissions as described above. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The selling stockholders and any
broker-dealers or agents that participate with the selling stockholders in the sale of the
shares of common stock may be deemed to be &#147;underwriters&#148; within the meaning of
the Securities Act of 1933 in connection with these sales. In that event, any commissions
received by the broker-dealers or agents and any profit on the resale of the shares of
common stock purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act of 1933. </FONT></P>

<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER> 15 </P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>From time to time, the selling
stockholders may pledge their shares of common stock pursuant to the margin provisions of
their customer agreements with their respective brokers. Upon a default by a selling
stockholder, the broker may offer and sell the pledged shares of common stock from time to
time. Upon a sale of the shares of common stock, the selling stockholder intends to comply
with the prospectus delivery requirements under the Securities Act of 1933 by delivering a
prospectus to each purchaser in the transaction. We intend to file any amendments or other
necessary documents in compliance with the Securities Act of 1933 which may be required in
the event the selling stockholder defaults under any customer agreement with brokers. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>To the extent required under the
Securities Act of 1933, a post-effective amendment to this registration statement will be
filed, disclosing the name of any broker-dealers, the number of shares of common stock
involved, the price at which the common stock is to be sold, the commission paid or
discounts or concessions allowed to such broker-dealers, where applicable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We and the selling stockholders will
be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules
and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the
selling stockholders are a distribution participant and we, under certain circumstances,
may be a distribution participant, under Regulation M. All of the foregoing may affect the
marketability of the common stock. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>All expenses of the registration
statement including, but not limited to, legal accounting, printing and mailing fees are
and will be borne by us. Any commissions, discounts or other fees payable to brokers or
dealers in connection with any sale of the shares of common stock will be borne by the
selling stockholder, the purchasers participating in such transaction, or both. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Any shares of common stock covered by
this reoffer prospectus which qualify for sale pursuant to Rule 144 under the Securities
Act of 1933 may be sold under Rule 144 rather than pursuant to this reoffer prospectus. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXPERTS </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our financial statements as at
December 31, 2003 filed with this prospectus and registration statement have been audited
by Amisano Hanson, chartered accountants, as set forth in their report accompanying the
financial statements and are included herein in reliance upon the report, and upon the
authority of the firm as experts in accounting and auditing. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>LEGAL MATTERS </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The validity of the common shares
offered by this reoffer prospectus will be passed upon for us and the selling stockholders
by Clark, Wilson, Vancouver, British Columbia, Canada. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>MATERIAL CHANGES </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>There have been no material changes
to the affairs of our Company since December 31, 2003 which have not previously been
described in a report on Form 10-QSB or Form 8-K. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INCORPORATION OF
DOCUMENTS BY REFERENCE </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>See Part II, Item 3 on page 15 herein for
a list of documents filed by our company with the United States Securities and Exchange
Commission (the &#147;SEC&#148;) which are incorporated herein by reference. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AVAILABLE INFORMATION </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>You should only rely on the
information incorporated by reference or provided in this reoffer prospectus or any
supplement. We have not authorized anyone else to provide you with different information.
The common stock is not being offered in any state where the offer is not permitted. You
should not assume that the information in this reoffer prospectus or any supplement is
accurate as of any date other than the date on the front of this reoffer prospectus. </FONT></P>

<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER> 16 </P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We file Form 8-K reports and other
information with the Securities and Exchange Commission as is required by the Securities
Exchange Act of 1934. You may read and copy any reports, statements or other information
we have filed at the Securities and Exchange Commission&#146;s Public Reference Room at
450 Fifth Street N.W., Washington, D.C. 20549. Please call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our
filings are also available on the Internet at the Securities and Exchange
Commission&#146;s website at http:\\www.sec.gov. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>DISCLOSURE OF
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling our business pursuant to the provision in the section
entitled &#147;Indemnification of Directors and Officers&#148; (see below), we have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;3.
Incorporation of Documents by Reference. </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The SEC allows us to
&#147;incorporate by reference&#148; information into this registration statement, which
means that we can disclose important information to you by referring you to another
document filed separately with the SEC. The information incorporated by reference is
deemed to be part of this registration statement, except for any information superseded by
information in this registration statement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following documents filed by our
company with the SEC are incorporated herein by reference: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          The description of our common stock contained in the Registration Statement on
          Form 10SB12G (SEC file number 000-31503), filed with the Securities and Exchange
          Commission on September 11, 2000, including all amendments and reports for the
          purpose of updating such description; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Annual Report on Form 10-KSB, filed on April 14, 2004; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Current Report on Form 8-K, filed on May 4, 2004. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Quarterly Report on Form 10-QSB, filed on May 17, 2004; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Quarterly Report on Form 10-QSB, filed on August 25, 2004; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Current Report on Form 8-K, filed on September 13, 2004. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>All documents that we subsequently
file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment indicating that all of the
securities offered pursuant to this reoffer prospectus have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference in this registration
statement shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained in this reoffer prospectus or in any
subsequently filed document that is also incorporated by reference in this reoffer
prospectus modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this
registration statement. </FONT></P>

<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER> 17 </P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We will provide, without charge, to
each person to whom a copy the Section 10(a) prospectus is delivered, upon oral or written
request, a copy of any or all documents incorporated by reference in Item 3 of Part II of
this registration statement (which documents are incorporated by reference in the Section
10(a) prospectus). Requests should be directed to the President, Eden Energy Corp.,
1925-200 Burrard Street, Vancouver, British Columbia, Canada V6C 3L6. Our telephone number
is 604.693.0179. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>You may read and copy any reports,
statements or other information we have filed at the SEC&#146;s Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the Public Reference Rooms. Our filings are also available on the
Internet at the SEC&#146;s website at http:\\www.sec.gov. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;4. Description
of Securities. </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Not applicable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;5. Interests
of Named Experts and Counsel. </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Not applicable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;6.
Indemnification of Directors and Officers. </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 78.7502 of Nevada Revised
Statutes provides as follows with respect to indemnification of directors and officers: </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>NRS 78.7502
 Discretionary and mandatory  indemnification  of officers,  directors,  employees and
agents:  General provisions.  </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>A corporation may indemnify any
person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, except an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys&#146; fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or proceeding
if he acted in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to believe that his
conduct was unlawful. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>A corporation may indemnify any
person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys&#146; fees actually and reasonably incurred by him in connection
with the defense or settlement of the action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable to the corporation or for amounts paid in settlement
to the corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon application that
in view of all the circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper. </FONT></P>

<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER> 18 </P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>To the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys&#146; fees, actually and reasonably incurred by him in
connection with the defense. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>When indemnification is
discretionary, Section 78.751 of Nevada Revised Statutes provides as follows with respect
to the authorization required to carry out the indemnification: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>NRS 78.751 Authorization required
for discretionary indemnification; advancement of expenses; limitation on indemnification
and advancement of expenses.</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Any discretionary indemnification
under <U>NRS 78.7502</U> unless ordered by a court or advanced pursuant to subsection 2,
may be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent is proper
in the circumstances. The determination must be made: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          By the stockholders; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          By the board of directors by majority vote of a quorum consisting of directors
          who were not parties to the action, suit or proceeding; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          If a majority vote of a quorum consisting of directors who were not parties to
          the action, suit or proceeding so orders, by independent legal counsel in a
          written opinion; or </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          If a quorum consisting of directors who were not parties to the action, suit or
          proceeding cannot be obtained, by independent legal counsel in a written
          opinion. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The articles of incorporation, the
bylaws or an agreement made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final disposition of
the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the corporation. The
provisions of this subsection do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under any contract or
otherwise by law. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;
          The indemnification and advancement of expenses authorized in or ordered by a
          court pursuant to this section: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          Does not exclude any other rights to which a person seeking indemnification or
          advancement of expenses may be entitled under the articles of incorporation or
          any bylaw, agreement, vote of stockholders or disinterested directors or
          otherwise, for either an action in his official capacity or an action in another
          capacity while holding his office, except that indemnification, unless ordered
          by a court pursuant to <U>NRS 78.7502</U> or for the advancement of expenses
          made pursuant to subsection 2, may not be made to or on behalf of any director
          or officer if a final adjudication establishes that his acts or omissions
          involved intentional misconduct, fraud or a knowing violation of the law and was
          material to the cause of action. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Continues for a person who has ceased to be a director, officer, employee or
          agent and inures to the benefit of the heirs, executors and administrators of
          such a person. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Article VII of our Bylaws provide
that we must indemnify any director, officer, employee or agent of our company who becomes
a party to an action against expenses including attorney fees, judgments, fines and
amounts paid in settlement if that person acted in good faith and reasoned his conduct or
action to be in the best interest of our company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;7. Exemption
from Registration Claimed. </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Not Applicable. </FONT></P>

<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER> 19 </P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;8. Exhibits. </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para (List) Hang LV 1-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.1  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2004
Stock Option Plan </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang LV 1-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.2  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Form
of Stock Option Agreement </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang LV 1-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Opinion
of Clark, Wilson </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang LV 1-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         23.1  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Consent
of Clark, Wilson (included in Exhibit 5) </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang LV 1-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.2  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Consent
of Independent Auditor (Amisano Hanson) </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para (List) Hang LV 1-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         24  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Power
of Attorney (included in signature page) </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;9.
Undertakings. </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          We hereby undertake: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 1- TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)  </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;

           To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement: </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 2- TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=10%></TD>
<TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

           to include any prospectus required by Section 10(a)(3) of the Securities Act of
          1933, as amended; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 2- TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=10%></TD>
<TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;           to
reflect in the prospectus any facts or events arising after the effective           date
of this registration statement (or the most recent post-effective amendment
          hereof) which, individually or in the aggregate, represent a fundamental change
          in the information set forth in this registration statement; and  </FONT></P></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 2- TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=10%></TD>
<TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

           to include any material information with respect to the plan of distribution
          not previously disclosed in this registration statement or any material change
          to such information in this registration statement; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PROVIDED, HOWEVER, that undertakings
set forth in paragraphs (i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;


           That, for the purpose of determining any liability under the Securities Act of
          1933, each such post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein, and the
          offering of such securities at the time shall be deemed to be the initial bona
          fide offering thereof. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 1- TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%></TD>
<TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

           To remove from registration by means of a post-effective amendment any of the
          securities being registered which remain unsold at the termination of the
          offering. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          We hereby undertake that, for purposes of determining any liability under the
          Securities Act of 1933, each filing of our annual report pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
          reference in this registration statement shall be deemed to be a new
          registration statement relating to the securities offered herein, and the
          offering of such securities at that time shall be deemed to be the initial bona
          fide offering thereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          Insofar as indemnification for liabilities arising under the Securities Act of
          1933 may be permitted to directors, officers and persons controlling our company
          pursuant to the foregoing provisions, or otherwise, we have been advised that in
          the opinion of the SEC such indemnification is against public policy as
          expressed in the </FONT></P>

<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER>20  </P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Securities ;Act
of 1933 and is, therefore, unenforceable. In the           event that a claim for
indemnification against such liabilities (other than the           payment by our company
of expenses incurred or paid by a director, officer or           controlling person of
our company in the successful defense of any action, suit           or proceeding) is
asserted by such director, officer or controlling person in           connection with the
securities being registered, our company will, unless in the           opinion of our
counsel the matter has been settled by controlling precedent,           submit to a court
of appropriate jurisdiction the question whether such           indemnification by us is
against public policy as expressed in the Securities           Act of 1933 and will be
governed by the final adjudication of such issue.  </FONT></P>


<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER> 21 </P>


<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, Province of British Columbia, on October 5, 2004. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EDEN ENERGY CORP. </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ Donald Sharpe <BR>By: Donald Sharpe,
President and Director<BR>(PrincipalExecutive Officer) </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ Drew Bonnell <BR>By: Drew Bonnell,
Secretary, Treasurer and Director<BR>(Principal Financial and Accounting Officer) </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>POWER OF ATTORNEY </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW
ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes
and appoints Robert Rudman as his true and lawful attorney-in-fact and agent, with full
power of substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any of them, or of
their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates stated. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Signatures </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ Donald Sharpe<BR>Donald
Sharpe, President and Director<BR>October 5, 2004 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ Drew Bonnell <BR>Drew Bonnell, Secretary,
Treasurer and Director<BR>October 5, 2004 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ Michael Bodino<BR>Michael
Bodino, Director<BR>October 5, 2004 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ John Martin<BR>John Martin,
Director<BR>October 5, 2004 </FONT></P>
</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "forms-8.htm", "description": "FORM S-8", "secsgml_size_bytes": 118364}]
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EDEN ENERGY CORP.
(Exact name of
registrant as specified in its charter)
Nevada
98-0199981
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)
1925-200 Burrard Street
Vancouver, British
Columbia, Canada V6C 3L6
(Address of Principal
Executive Offices and Zip Code)
2004 Stock Option Plan
(Full title of the plan)
The President
Eden Energy Corp.
1925-200 Burrard Street
Vancouver, British Columbia, Canada V6C 3L6
(Name and address of
agent for service)
604-693-0179
(Telephone
number, including area code, of agent for service)
Copies of all
communications, including all communications sent to the agent for service, should be
sent to:
Bernard Pinsky
Clark, Wilson
Barristers &
Solicitors
800 — 885 West
Georgia Street, Vancouver, British Columbia, Canada V6C 3H1
Telephone: 604.687.5700
Facsimile: 604.687.6314
2
CALCULATION OF
REGISTRATION FEE
Title of Securities to
be Registered(1)
Amount to be
Registered
Proposed
Maximum
Offering
Price Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Common Stock
1,500,000
$1.38
$2,070,000
$262.72
(2)
(1)
An indeterminate number of additional shares of common stock shall be issuable
                    pursuant to Rule 416 to prevent dilution resulting from stock splits, stock
                    dividends or similar transactions and in such an event the number of shares
                    registered shall automatically be increased to cover the additional shares in
                    accordance with Rule 416 under the Securities Act.
(2)
The price is estimated in accordance with Rule 457(h)(1) under the Securities
                    Act of 1933, as amended, solely for the purpose of calculating the registration
                    fee. Our estimate is based on the average of the high and low prices for our
                    common stock as reported on the National Association of Securities Dealers
                    Inc.'s OTC Bulletin Board on September 30, 2004.
EXPLANATORY NOTE
We prepared this registration
statement in accordance with the requirements of Form S-8 under the Securities Act of
1933, to register an aggregate of 1,500,000 shares of our common stock which may be issued
pursuant to our 2004 Stock Option Plan. The purpose of the 2004 Stock Option Plan is to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to our employees and consultants and to
promote the success of our business.
Under cover of this Form S-8 is our
reoffer prospectus prepared in accordance with Part I of Form S-3 under the 1933 Act. Our
reoffer prospectus has been prepared pursuant to Instruction C of Form S-8, in accordance
with the requirements of Part I of Form S-3, and may be used for reofferings and resales
on a continuous or delayed basis in the future of up to an aggregate of 1,500,000 of our
shares of common stock which will be issued upon the exercise of options granted under the
2004 Stock Option Plan.
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan
Information
We will send or make available the documents
containing the information specified in Part I of Form S-8 to individuals who participate
in our 2004 Stock Option Plan. A copy of the 2004 Stock Option Plan is attached as Exhibit
4.1 to this Form S-8. The form of Stock Option Agreement for use under the 2004 Stock
Option Plan is attached as Exhibit 4.2 to this Form S-8.
This registration statement relates
to a maximum of 1,500,000 common shares in the capital of our company issuable upon the
exercise of options granted under the 2004 Stock Option Plan.
Item 2. Registrant
Information and Employee Plan Annual Information
We will provide, without charge, to
each person to whom a copy of the Section 10(a) prospectus is delivered, upon oral or
written request, a copy of any or all documents incorporated by reference in Item 3 of
Part II of this registration statement (which documents are incorporated by reference in
the Section 10(a) prospectus). Requests
3
should be directed to Donald Sharpe,
President, Eden Energy Corp., 1925-200 Burrard Street, Vancouver, British Columbia,
Canada V6C 3L6. Our telephone number is 604.693.0179.
4
REOFFER PROSPECTUS
The date of this
prospectus is October 5, 2004
Eden Energy Corp.
1925-200 Burrard Street
Vancouver, British
Columbia, Canada V6C 3L6
1,500,000 Shares of
Common Stock
This reoffer prospectus relates to a
maximum of 1,500,000 shares of our common stock which may be offered and resold from time
to time by the selling stockholders identified in this reoffer prospectus. It is
anticipated that the selling stockholders will offer shares for sale at prevailing prices
on the OTC Bulletin Board on the date of sale. We will receive no part of the proceeds
from sales made under this reoffer prospectus. The selling stockholders will bear all
sales commissions and similar expenses. Any other expenses incurred by us in connection
with this registration statement and offering and not borne by the selling stockholders
will be borne by us.
The selling stockholders and any
brokers executing selling orders on his behalf may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, in which event
commissions received by such brokers may be deemed to be underwriting commissions under
the Securities Act of 1933.
Our common shares are quoted on the
OTC Bulletin Board under the trading symbol "EDNE". On September 30, 2004, the
last reported closing price of our common stock was $1.35 per share on the OTCBB.
Our principal executive offices are
located at 1925-200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6 and our
telephone number is 604.693.0179.
The common shares offered pursuant
to this registration statement involve a high degree of risk. See "Risk Factors"
on page 7 of this reoffer prospectus.
NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE.
5
REOFFER PROSPECTUS
TABLE OF CONTENTS
Page Number
PROSPECTUS SUMMARY
6
FORWARD LOOKING STATEMENTS
7
RISK FACTORS
7
INFORMATION ABOUT THE OFFERING
13
USE OF PROCEEDS
13
SELLING STOCKHOLDERS
13
PLAN OF DISTRIBUTION
14
EXPERTS
15
LEGAL MATTERS
15
MATERIAL CHANGES
15
AVAILABLE INFORMATION
15
DISCLOSURE OF COMMISSION POSITION FOR SECURITIES ACT LIABILITIES
16
6
PROSPECTUS SUMMARY
The following summary is qualified in
its entirety by the more detailed information and financial statements and notes thereto
appearing elsewhere in this reoffer prospectus. Consequently, this summary does not
contain all of the information that you should consider before investing in our common
stock. You should carefully read the entire reoffer prospectus, including the "Risk
Factors" section, and the documents and information incorporated by reference into
this reoffer prospectus.
This reoffer prospectus relates to a
maximum of 1,500,000 shares of our common stock which may be offered and resold from time
to time by the selling stockholders identified in this reoffer prospectus. It is
anticipated that the selling stockholders will offer shares for sale at prevailing prices
on the OTC Bulletin Board on the date of sale. We will not receive any proceeds from the
sales of common stock by the selling shareholders under this reoffer prospectus. The
selling stockholders will pay for the cost of all sales commissions and similar expenses.
We will however pay for all of the costs associated with the filing of this registration
statement.
We are a Nevada corporation
incorporated on January 29, 1999. We were previously involved in the business of providing
internet and programming services through our former subsidiary company to clients located
primarily in Canada. Our principal products and services included the development of
e-commerce web sites and strategies, web design and hosting, domain name registration,
Internet marketing and consulting and custom programming of web based applications. Due to
the inability to run this business with a profit and the difficulty in attracting
additional capital on terms favorable to existing shareholders, we ceased operation of
this business in the prior year and disposed of our subsidiary company on December 31,
2003 for nominal consideration.
We filed our Form 10-SB with the
Securities and Exchange Commission, which became effective November 10, 2000. As of
December 15, 2000 our common shares have been quoted for trading on the OTCBB under the
symbol "ECTC". On June 18, 2004 our symbol changed to "ECOM" and on
August 20, 2004 our symbol changed to "EDNE".
Our principal executive offices are
located at 1925-200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6. Our
telephone number is 604.693.0179.
On August 31, 2004 we approved an
Assignment Agreement with Fort Scott Energy Corp. dated August 5, 2004 pursuant to which
we have acquired Fort Scott's Interest in a Participation Agreement dated April 26,
2004 with Cedar Strat Corporation.
The Participation Agreement provides
for the acquisition of leases, reservations, permits, licenses, or other documents of
title held by Fort Scott via its wholly owned subsidiary Frontier Explorations Ltd., which
have been or will be acquired in the area of mutual interest pursuant to the terms of the
Participation Agreement, including any renewals or extensions thereof, by virtue of which
the holder is entitled to enter, access, drill for and remove petroleum and natural gas on
the lands pertaining to the leases. The assets which we have acquired are the petroleum
and natural gas rights and leases held by Fort Scott through Frontier Explorations Ltd.
The lands comprising the area of mutual interest are located in eastern Nevada.
We accepted an assignment of the
Participation Agreement, and the oil and gas leases held or to be acquired under the
Participation Agreement from, Fort Scott. Fort Scott retained a 2% over-riding royalty
interest in the lands and all leases in the area of mutual interest currently held by Fort
Scott / Frontier, or any leases subsequently acquired by us. Fort Scott holds its
interests in the leases acquired under the Participation Agreement through its wholly
owned subsidiary Frontier Explorations Ltd. Pursuant to the terms of the Assignment
Agreement, Fort Scott has agreed to transfer to us all of the issued and outstanding
shares in the capital of Frontier. (the "Frontier Shares"), and, as a result,
the leases held by Frontier.
7
The consideration payable for the
assignment of the Participation Agreement under the Assignment Agreement, and in
consideration of Fort Scott transferring to us the Frontier Shares, and, as a result, the
leases held by Frontier, consists of:
(i)
the issuance
to Fort Scott of 500,000 shares of our common stock;
(ii)
the
issuance to Fort Scott of a Promissory Note and Convertible Debenture in the
               principal amount of $500,000 (the "Debt"). The Convertible
Debenture                will bear interest at a rate of 7% per annum and will further
entitle Fort Scott                to convert payment of the principal amount and interest
accruing thereon, in                whole or in part, into units. The conversion rate
under the Convertible                Debenture will be $0.25 per unit, each unit
entitling Fort Scott to the issuance                of one common share in our capital
stock and one half of one warrant, with each                whole warrant entitling Fort
Scott to acquire one additional common share at                $0.50 per share; and
(iii)
for
each 10 million barrels of proven reserves on the lands underlying the
               leases, we will issue to Fort Scott 1,000,000 shares of common stock, up
to a                maximum of 10,000,000 shares of common stock.
As security for the payment of the
Debt and interest accruing thereon, Fort Scott will retain ownership of the Frontier
Shares until the Debt and all interest accruing thereon has been paid in full or such Debt
has been converted in to the units.
Fort Scott
will retain its 2%
over-riding royalty interest on the lands underlying the leases, such that upon the
fulfilment of the obligations set out in the Participation Agreement, we will have earned
a 80.5% net revenue interest in the lands underlying the leases, and Cedar Strat will be
vested with a 5% over-riding royalty interest. Cedar Strat will also retain a 5% back in
working interest which may be adjusted upwards to as much as a 12.5% back in working
interest should we elect not to proceed with the drilling election pursuant to the terms
of the Participation Agreement.
To date we have acquired leases
totalling over 96,000 acres.
FORWARD LOOKING
STATEMENTS
This reoffer prospectus contains
forward-looking statements as that term is defined in the Private Securities Litigation
Reform Act of 1995. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by terminology
such as "may", "will", "should", "expects",
"plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of
these terms or other comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the risks in
the section entitled "Risk Factors", that may cause our or our 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 these forward-looking statements.
Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these statements to
actual results.
As used in this reoffer prospectus,
the terms "we", "us", "our" and "Eden" means Eden
Energy Corp. and our subsidiaries, unless otherwise indicated.
RISK FACTORS
Much of the information included in
this registration statement includes or is based upon estimates, projections or other
"forward looking statements". Such forward looking statements include any
projections or estimates made by
8
us and our management in connection
with our business operations. While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions or other
future performance suggested herein.
Those forward-looking statements also
involve certain risks and uncertainties. Factors, risks and uncertainties that could cause
or contribute to such differences include those specific risks and uncertainties discussed
below and those discussed in our Annual Report on Form 10-KSB, filed with the Securities
and Exchange Commission on March 29, 2004. The cautionary statements made in this document
should be read as being applicable to all related forward-looking statements wherever they
appear in this document.
Our common shares are considered
speculative during the development of our new business operations. Prospective investors
should consider carefully the risk factors set out below.
We have had negative cash
flows from operations.
To date we have had negative cash
flows from operations and we have been dependent on sales of our equity securities and
debt financing to meet our cash requirements and have incurred accumulative losses
totalling approximately $608,515 as of June 30, 2004. As of June 30, 2004 we had a working
capital deficiency of $45,776. We do not expect positive cash flow from operations in the
near term. There is no assurance that actual cash requirements will not exceed our
estimates. In particular, additional capital may be required in the event that:
—
the costs to acquire further oil and gas leases are greater than we currently anticipate;
— 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 development
costs or, if the capital is available, that it will 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 products 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.
9
We have a history of
losses and fluctuating operating results.
For the year ended December 31, 2003,
we incurred net income from discontinued operations of $144,033, however, we incurred a
net loss of $21,507 from our continuing operations. We sold this business effective
December 31, 2003. We are a development stage company. There is no assurance that we will
operate profitably or will generate positive cash flow in the future. In addition, our
operating results in the future may be subject to significant fluctuations due to many
factors not within our control, such as the unpredictability of when customers will
purchase our services, the size of customers' purchases, the demand for our services,
and the level of competition and general economic conditions. 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. Until such
time as we generate revenues, we expect an increase in development costs and operating
costs. Consequently, we expect to incur operating losses and negative cash flow until our
properties enter commercial production.
We have a limited operating
history and 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.
We have no history of revenues from
operations and have no significant tangible assets. We have yet to generate positive
earnings and there can be no assurance that we will ever operate profitably. Our company
has a limited operating history and must be considered in the development stage. The
success of the company is significantly dependent on a successful acquisition, drilling,
completion and production program. Our company's operations will be subject to all
the risks inherent in the establishment of a developing enterprise and the uncertainties
arising from the absence of a significant operating history. We may be unable to locate
recoverable reserves or operate on a profitable basis. We are in the development stage and
potential investors should be aware of the difficulties normally encountered by
enterprises in the development stage. 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 our
company.
A majority of our directors and
officers are outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us or any of
our directors or officers.
We do not currently maintain a
permanent place of business within the United States. In addition, a majority of our
directors and officers are nationals and/or residents of countries other than the United
States, and all or a substantial portion of such persons' assets are located outside
the United States. As a result, it may be difficult for investors to effect service of
process on our directors or officers, or enforce within the United States or Canada any
judgments obtained against us or our officers or directors, including judgments predicated
upon the civil liability provisions of the securities laws of the United States or any
state thereof. Consequently, you may be effectively prevented from pursuing remedies under
U.S. federal securities laws against them. In addition, investors may not be able to
commence an action in a Canadian court predicated upon the civil liability provisions of
the securities laws of the United States. The foregoing risks also apply to those experts
identified in this prospectus that are not residents of the United States.
Because of the early stage of
development and the nature of our business, 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
its development. 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 not generated any revenues
nor have we realized a profit from our operations to date and there is little likelihood
that we will generate any 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 revenues, we will have to
raise additional monies through the sale of our equity securities or debt in order to
continue our business operations.
10
As our properties are in the
exploration and development 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 and development 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 the control of our company
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 may 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 our company 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 the area of where we have leases 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 our company.
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
11
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 it 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.
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 labour, and other risks are involved. We may
become subject to liability for pollution or hazards against which it cannot adequately
insure or which it 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.
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 which 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 and
"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
12
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.
Trading in our common shares on
the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to
sell their shares or liquidate their investments
Our common shares are currently
listed for public trading 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 By-laws contain provisions
indemnifying our officers and directors against all costs, charges and expenses incurred
by them
Our By-laws 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, actually
and reasonably incurred by him, including an amount paid to settle an action or satisfy a
judgment 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 our
company 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
Our constating documents authorize
the issuance of 100,000,000 shares of common stock with a par value of $0.001 and
10,000,000 shares of preferred stock with a par value of $0.001. 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 our company
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 shareholders. Further, any such issuance may result in a change
in our control.
13
Our By-laws do not contain
anti-takeover provisions which could result in a change of our management and directors if
there is a take-over of our company
We do not currently have a
shareholder rights plan or any anti-takeover provisions in our By-laws. 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.
INFORMATION ABOUT THE
OFFERING
This reoffer prospectus relates to a
maximum of 1,500,000 shares of our common stock which may be offered and resold from time
to time by the selling stockholders identified in this reoffer prospectus. It is
anticipated that the selling stockholders will offer shares for sale at prevailing prices
on the OTC Bulletin Board on the date of sale. We will not receive any proceeds from the
sales of common stock by the selling shareholders under this reoffer prospectus. The
selling stockholders will pay for the cost of all sales commissions and similar expenses.
We will however pay for all of the costs associated with the filing of this registration
statement.
USE OF PROCEEDS
We will not receive any of the
proceeds from the sale of the up to 1,500,000 shares of common stock by the selling
stockholders which may be issued upon exercise of options issued under our 2004 Stock
Option Plan.
SELLING STOCKHOLDERS
As at the date hereof, we have issued
stock options under the 2004 Stock Option Plan to the affiliates (as defined in Rule 405)
of our company who are identified in the following table. If, subsequent to the date of
this reoffer prospectus, we grant additional options to any of our affiliates under the
2004 Stock Option Plan, Instruction C of Form S-8 requires that we supplement this reoffer
prospectus with the names of such affiliates and the amounts of securities to be reoffered
by them.
The following table identifies the
selling stockholders and indicates the amount to be offered for each of the selling
stockholder's account. The selling stockholders are not obligated to sell the shares
offered in this reoffer prospectus and may choose not to sell any of the shares or only a
part of the shares. The Securities and Exchange Commission rules require that we assume
that the selling stockholders sell all of the shares offered with this reoffer prospectus.
Selling Stockholder
Number of
Shares
Subject to
Options(1)
Shares
Being
Registered
Donald Sharpe(2)
500,000
500,000
Drew Bonnell(3)
200,000
200,000
Michael Bodino(4)
200,000
200,000
John Martin(5)
200,000
200,000
Neil Maedel
200,000
200,000
Paul Mitchell
20,000
20,000
Kim Lloyd
10,000
10,000
(1)
Represents shares of our common stock underlying options granted to each of the
                    named selling stockholders under the 2004 Stock Option Plan, whether or not
                    exercisable as of, or within 60 days of, the date of this reoffer prospectus.
(2)
Mr. Sharpe is currently a Director of our company and has held this position
                    since May 14, 2004.
(3)
Mr. Bonnell is currently a Director of our company and has held this position
                    since May 14, 2004.
(4)
Mr. Bodino is currently a Director of our company and has held this position
                    since August 31, 2004.
(5)
Mr. Martin is currently a Director of our company and has held this position
                    since August 31, 2004.
14
Under the Securities Exchange Act
of 1934, any person engaged in a distribution of the shares offered by this reoffer
prospectus may not simultaneously engage in market making activities with respect to our
common shares during the applicable "cooling off" periods prior to the
commencement of such distribution.
In addition, and without limiting
the foregoing, the selling stockholders will be subject to applicable provisions of the
Securities Exchange Act of 1934 and the rules and regulations thereunder, which provisions
may limit the timing of purchases and sales of the shares by the selling stockholders.
PLAN OF DISTRIBUTION
The selling stockholders may, from
time to time, sell all or a portion of their shares of our common stock on any market upon
which the common stock may be quoted (currently the OTC Bulletin Board), in privately
negotiated transactions or otherwise. Such sales may be at fixed prices prevailing at the
time of sale, at prices related to the market prices or at negotiated prices. The shares
of common stock being offered by this reoffer prospectus may be sold by the selling
stockholder by one or more of the following methods, without limitation:
(a)
block trades in which the broker or dealer so engaged will attempt to sell the
          shares of common stock as agent but may position and resell a portion of the
          block as principal to facilitate the transaction;
(b)
purchases by broker or dealer as principal and resale by the broker or dealer
          for its account pursuant to this reoffer prospectus;
(c)
an exchange distribution in accordance with the rules of the applicable
          exchange;
(d)
ordinary brokerage transactions and transactions in which the broker solicits
          purchasers;
(e)
privately negotiated transactions;
(f)
market sales (both long and short to the extent permitted under the federal
          securities laws);
(g)
at the market to or through market makers or into an existing market for the
          shares;
(h)
through transactions in options, swaps or other derivatives (whether exchange
          listed or otherwise); and
(i)
a combination of any of the aforementioned methods of sale.
In effecting sales, brokers and
dealers engaged by the selling stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers may receive commissions or discounts from a selling
stockholder or, if any of the broker-dealers act as an agent for the purchaser of such
shares, from the purchaser in amounts to be negotiated which are not expected to exceed
those customary in the types of transactions involved. Broker-dealers may agree with a
selling stockholder to sell a specified number of the shares of common stock at a
stipulated price per share. Such an agreement may also require the broker-dealer to
purchase as principal any unsold shares of common stock at the price required to fulfil
the broker-dealer commitment to the selling stockholders if such broker-dealer is unable
to sell the shares on behalf of the selling stockholder. Broker-dealers who acquire shares
of common stock as principal may thereafter resell the shares of common stock from time to
time in transactions which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above. Such sales by a
broker-dealer could be at prices and on terms then prevailing at the time of sale, at
prices related to the then-current market price or in negotiated transactions. In
connection with such resales, the broker-dealer may pay to or receive from the purchasers
of the shares commissions as described above.
The selling stockholders and any
broker-dealers or agents that participate with the selling stockholders in the sale of the
shares of common stock may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933 in connection with these sales. In that event, any commissions
received by the broker-dealers or agents and any profit on the resale of the shares of
common stock purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act of 1933.
15
From time to time, the selling
stockholders may pledge their shares of common stock pursuant to the margin provisions of
their customer agreements with their respective brokers. Upon a default by a selling
stockholder, the broker may offer and sell the pledged shares of common stock from time to
time. Upon a sale of the shares of common stock, the selling stockholder intends to comply
with the prospectus delivery requirements under the Securities Act of 1933 by delivering a
prospectus to each purchaser in the transaction. We intend to file any amendments or other
necessary documents in compliance with the Securities Act of 1933 which may be required in
the event the selling stockholder defaults under any customer agreement with brokers.
To the extent required under the
Securities Act of 1933, a post-effective amendment to this registration statement will be
filed, disclosing the name of any broker-dealers, the number of shares of common stock
involved, the price at which the common stock is to be sold, the commission paid or
discounts or concessions allowed to such broker-dealers, where applicable.
We and the selling stockholders will
be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules
and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the
selling stockholders are a distribution participant and we, under certain circumstances,
may be a distribution participant, under Regulation M. All of the foregoing may affect the
marketability of the common stock.
All expenses of the registration
statement including, but not limited to, legal accounting, printing and mailing fees are
and will be borne by us. Any commissions, discounts or other fees payable to brokers or
dealers in connection with any sale of the shares of common stock will be borne by the
selling stockholder, the purchasers participating in such transaction, or both.
Any shares of common stock covered by
this reoffer prospectus which qualify for sale pursuant to Rule 144 under the Securities
Act of 1933 may be sold under Rule 144 rather than pursuant to this reoffer prospectus.
EXPERTS
Our financial statements as at
December 31, 2003 filed with this prospectus and registration statement have been audited
by Amisano Hanson, chartered accountants, as set forth in their report accompanying the
financial statements and are included herein in reliance upon the report, and upon the
authority of the firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the common shares
offered by this reoffer prospectus will be passed upon for us and the selling stockholders
by Clark, Wilson, Vancouver, British Columbia, Canada.
MATERIAL CHANGES
There have been no material changes
to the affairs of our Company since December 31, 2003 which have not previously been
described in a report on Form 10-QSB or Form 8-K.
INCORPORATION OF
DOCUMENTS BY REFERENCE
See Part II, Item 3 on page 15 herein for
a list of documents filed by our company with the United States Securities and Exchange
Commission (the "SEC") which are incorporated herein by reference.
AVAILABLE INFORMATION
You should only rely on the
information incorporated by reference or provided in this reoffer prospectus or any
supplement. We have not authorized anyone else to provide you with different information.
The common stock is not being offered in any state where the offer is not permitted. You
should not assume that the information in this reoffer prospectus or any supplement is
accurate as of any date other than the date on the front of this reoffer prospectus.
16
We file Form 8-K reports and other
information with the Securities and Exchange Commission as is required by the Securities
Exchange Act of 1934. You may read and copy any reports, statements or other information
we have filed at the Securities and Exchange Commission's Public Reference Room at
450 Fifth Street N.W., Washington, D.C. 20549. Please call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our
filings are also available on the Internet at the Securities and Exchange
Commission's website at http:\\www.sec.gov.
DISCLOSURE OF
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling our business pursuant to the provision in the section
entitled "Indemnification of Directors and Officers" (see below), we have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The SEC allows us to
"incorporate by reference" information into this registration statement, which
means that we can disclose important information to you by referring you to another
document filed separately with the SEC. The information incorporated by reference is
deemed to be part of this registration statement, except for any information superseded by
information in this registration statement.
The following documents filed by our
company with the SEC are incorporated herein by reference:
1.    
          The description of our common stock contained in the Registration Statement on
          Form 10SB12G (SEC file number 000-31503), filed with the Securities and Exchange
          Commission on September 11, 2000, including all amendments and reports for the
          purpose of updating such description;
2.    
          Our Annual Report on Form 10-KSB, filed on April 14, 2004;
3.    
          Our Current Report on Form 8-K, filed on May 4, 2004.
4.    
          Our Quarterly Report on Form 10-QSB, filed on May 17, 2004;
5.    
          Our Quarterly Report on Form 10-QSB, filed on August 25, 2004; and
6.    
          Our Current Report on Form 8-K, filed on September 13, 2004.
All documents that we subsequently
file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment indicating that all of the
securities offered pursuant to this reoffer prospectus have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference in this registration
statement shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained in this reoffer prospectus or in any
subsequently filed document that is also incorporated by reference in this reoffer
prospectus modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
17
We will provide, without charge, to
each person to whom a copy the Section 10(a) prospectus is delivered, upon oral or written
request, a copy of any or all documents incorporated by reference in Item 3 of Part II of
this registration statement (which documents are incorporated by reference in the Section
10(a) prospectus). Requests should be directed to the President, Eden Energy Corp.,
1925-200 Burrard Street, Vancouver, British Columbia, Canada V6C 3L6. Our telephone number
is 604.693.0179.
You may read and copy any reports,
statements or other information we have filed at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the Public Reference Rooms. Our filings are also available on the
Internet at the SEC's website at http:\\www.sec.gov.
Item 4. Description
of Securities.
Not applicable.
Item 5. Interests
of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
Section 78.7502 of Nevada Revised
Statutes provides as follows with respect to indemnification of directors and officers:
NRS 78.7502
 Discretionary and mandatory  indemnification  of officers,  directors,  employees and
agents:  General provisions.
A corporation may indemnify any
person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, except an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or proceeding
if he acted in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
A corporation may indemnify any
person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in connection
with the defense or settlement of the action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable to the corporation or for amounts paid in settlement
to the corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon application that
in view of all the circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper.
18
To the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
When indemnification is
discretionary, Section 78.751 of Nevada Revised Statutes provides as follows with respect
to the authorization required to carry out the indemnification:
NRS 78.751 Authorization required
for discretionary indemnification; advancement of expenses; limitation on indemnification
and advancement of expenses.
Any discretionary indemnification
under
NRS 78.7502
unless ordered by a court or advanced pursuant to subsection 2,
may be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent is proper
in the circumstances. The determination must be made:
(a)    
          By the stockholders;
(b)    
          By the board of directors by majority vote of a quorum consisting of directors
          who were not parties to the action, suit or proceeding;
(c)    
          If a majority vote of a quorum consisting of directors who were not parties to
          the action, suit or proceeding so orders, by independent legal counsel in a
          written opinion; or
(d)    
          If a quorum consisting of directors who were not parties to the action, suit or
          proceeding cannot be obtained, by independent legal counsel in a written
          opinion.
The articles of incorporation, the
bylaws or an agreement made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final disposition of
the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the corporation. The
provisions of this subsection do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under any contract or
otherwise by law.
3.    
          The indemnification and advancement of expenses authorized in or ordered by a
          court pursuant to this section:
(a)    
          Does not exclude any other rights to which a person seeking indemnification or
          advancement of expenses may be entitled under the articles of incorporation or
          any bylaw, agreement, vote of stockholders or disinterested directors or
          otherwise, for either an action in his official capacity or an action in another
          capacity while holding his office, except that indemnification, unless ordered
          by a court pursuant to
NRS 78.7502
or for the advancement of expenses
          made pursuant to subsection 2, may not be made to or on behalf of any director
          or officer if a final adjudication establishes that his acts or omissions
          involved intentional misconduct, fraud or a knowing violation of the law and was
          material to the cause of action.
(b)    
          Continues for a person who has ceased to be a director, officer, employee or
          agent and inures to the benefit of the heirs, executors and administrators of
          such a person.
Article VII of our Bylaws provide
that we must indemnify any director, officer, employee or agent of our company who becomes
a party to an action against expenses including attorney fees, judgments, fines and
amounts paid in settlement if that person acted in good faith and reasoned his conduct or
action to be in the best interest of our company.
Item 7. Exemption
from Registration Claimed.
Not Applicable.
19
Item 8. Exhibits.
4.1
2004
Stock Option Plan
4.2
Form
of Stock Option Agreement
5
Opinion
of Clark, Wilson
23.1
Consent
of Clark, Wilson (included in Exhibit 5)
23.2
Consent
of Independent Auditor (Amisano Hanson)
24
Power
of Attorney (included in signature page)
Item 9.
Undertakings.
(a)    
          We hereby undertake:
(1)
To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:
(i)            

           to include any prospectus required by Section 10(a)(3) of the Securities Act of
          1933, as amended;
(ii)                       to
reflect in the prospectus any facts or events arising after the effective           date
of this registration statement (or the most recent post-effective amendment
          hereof) which, individually or in the aggregate, represent a fundamental change
          in the information set forth in this registration statement; and
(iii)            

           to include any material information with respect to the plan of distribution
          not previously disclosed in this registration statement or any material change
          to such information in this registration statement;
PROVIDED, HOWEVER, that undertakings
set forth in paragraphs (i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement.
(2)            

           That, for the purpose of determining any liability under the Securities Act of
          1933, each such post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein, and the
          offering of such securities at the time shall be deemed to be the initial bona
          fide offering thereof.
(3)            

           To remove from registration by means of a post-effective amendment any of the
          securities being registered which remain unsold at the termination of the
          offering.
(b)    
          We hereby undertake that, for purposes of determining any liability under the
          Securities Act of 1933, each filing of our annual report pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
          reference in this registration statement shall be deemed to be a new
          registration statement relating to the securities offered herein, and the
          offering of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.
(c)    
          Insofar as indemnification for liabilities arising under the Securities Act of
          1933 may be permitted to directors, officers and persons controlling our company
          pursuant to the foregoing provisions, or otherwise, we have been advised that in
          the opinion of the SEC such indemnification is against public policy as
          expressed in the
20
Securities ;Act
of 1933 and is, therefore, unenforceable. In the           event that a claim for
indemnification against such liabilities (other than the           payment by our company
of expenses incurred or paid by a director, officer or           controlling person of
our company in the successful defense of any action, suit           or proceeding) is
asserted by such director, officer or controlling person in           connection with the
securities being registered, our company will, unless in the           opinion of our
counsel the matter has been settled by controlling precedent,           submit to a court
of appropriate jurisdiction the question whether such           indemnification by us is
against public policy as expressed in the Securities           Act of 1933 and will be
governed by the final adjudication of such issue.
21
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, Province of British Columbia, on October 5, 2004.
EDEN ENERGY CORP.
/s/ Donald Sharpe
By: Donald Sharpe,
President and Director
(PrincipalExecutive Officer)
/s/ Drew Bonnell
By: Drew Bonnell,
Secretary, Treasurer and Director
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes
and appoints Robert Rudman as his true and lawful attorney-in-fact and agent, with full
power of substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any of them, or of
their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates stated.
Signatures
/s/ Donald Sharpe
Donald
Sharpe, President and Director
October 5, 2004
/s/ Drew Bonnell
Drew Bonnell, Secretary,
Treasurer and Director
October 5, 2004
/s/ Michael Bodino
Michael
Bodino, Director
October 5, 2004
/s/ John Martin
John Martin,
Director
October 5, 2004