UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

R	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~December 3031, 2012

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

For the transition period from _____ to _____

Commission file number: 000-51152

PETROHUNTER ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland		98-0431245
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

910 16th Street		80202
Suite 208, Denver, Colorado		(Zip Code)
(Address of principal executive offices)

~~(303)~~Registrant’s ~~572-8900~~telephone number, including area code:

(~~Registrant’s telephone number, including area code~~303) 859-6666

~~1600~~Indicate ~~Stout~~by ~~Street,~~check ~~Suite~~mark ~~450,~~whether ~~Denver~~the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), ~~Colorado~~and ~~80202~~(2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]

~~(Former~~Indicate ~~name,~~by ~~former~~check ~~address~~mark whether the registrant has submitted electronically and ~~former~~posted ~~fiscal~~on ~~year~~its corporate Web site, if ~~changed~~any, ~~since~~every ~~last~~Interactive ~~report~~Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant ~~(1)~~is ~~has~~a ~~filed~~large ~~all~~accelerated ~~reports~~filer, ~~required~~an toaccelerated befiler, ~~filed~~a bynon-accelerated ~~Section~~filer, 13 or ~~15(d)~~a ofsmall ~~the~~reporting ~~Securities~~company. ~~Exchange~~See ~~Act~~definitions of ~~1934~~“large ~~during~~accelerated ~~the~~filer,” ~~preceding~~“accelerated 12filer” ~~months~~and ~~(or~~“smaller ~~for~~reporting ~~such~~company” ~~shorter~~in ~~period~~Rule ~~that the registrant was required to file such reports), and (~~12b-2) ~~has~~of ~~been subject to such filing requirements for~~ the ~~past~~Exchange ~~90 days~~Act. ~~Yes~~(Check ~~R No £~~one):

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes XNo £(not required)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer,” “accelerated filer” and”smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £ Accelerated filer £

Non-accelerated filer £ Smaller reporting company R

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

As of ~~August~~March 147, ~~2012~~2014, the registrant had 439,~~078~~373,~~759~~ 853 shares of common stock outstanding.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report constitute “forward-looking statements”. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”).

CURRENCIES

All amounts expressed herein are in U.S. dollars unless otherwise indicated.

PETROHUNTER ENERGY CORPORATION

FORM 10-Q

FOR THE ~~NINE~~THREE-MONTH PERIOD ENDED

~~JUNE~~DECEMBER 3031, 2012

INDEX

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1213
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1416
Item 4.	Controls and Procedures	1417
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	1518
Item 1A.	Risk Factors	1518
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1518
Item 3.	Defaults Upon Senior Securities	1518
Item 4.	Mine Safety Disclosures	1518
Item 5.	Other Information	1518
Item 6.	Exhibits	1518
	SIGNATURES

PETROHUNTER ENERGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2012		September 30, 2011
	December 31, 2012		September 30, 2012
	(unaudited)
ASSETS
Current Assets
Cash	$	8819,~~786~~718	$	6561,~~759~~018
Marketable securities		—		650,000
Prepaid expenses		17,868		28,587
Prepaid expenses and other assets		39,306		33,930
TOTAL CURRENT ASSETS		37,586		89,605
TOTAL CURRENT ASSETS		128,092		749,689
Property and Equipment, at cost
Furniture and equipment , net		—		1,808
		—		1,808
Other Assets
Restricted cash		85,000		85,000
Certificates of deposit and bonds		85,000		85,000
Deposits and other assets		555		555
Deposits		150		150
TOTAL ASSETS	$	~~213~~122,~~647~~736	$	~~837~~174,~~052~~755

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	23,~~980~~063,~~829~~911		$	2,~~619~~872,~~560~~676
Convertible notes payable		~~717~~417,873			~~717~~417,873
Notes payable — related party		2,722,060			2,722,060
Accrued interest payable		~~281~~331,~~243~~226			~~204~~179,~~517~~958
Accrued interest and fees payable — related parties		~~556~~771,~~064~~388			~~100~~666,~~000~~186
Other accrued liabilities		910,~~402~~606,~~375~~355			810,~~605~~260,~~147~~134
Asset retirement obligation		~~342~~739,~~251~~222			~~342~~739,~~251~~222
TOTAL CURRENT LIABILITIES		1718,~~002~~652,~~695~~035			1517,~~311~~858,~~408~~109
Notes payable – related party		40,759,000			40,759,000
Convertible notes payable		6,~~238~~538,419			6,~~238~~538,419
Accrued interest and fees payable – related parties		810,~~586~~142,~~637~~211			69,~~464~~378,~~524~~393
Accrued interest payable		1,~~238~~569,~~555~~500			~~840~~1,~~850~~430,576
Asset retirement obligation		396,971			396,971
TOTAL LIABILITIES		77,661,165			75,964,497
TOTAL LIABILITIES		74,222,277			70,011,172
Stockholders’ Deficit
Stockholders’ (Deficit)
Preferred stock, $0.001 par value; authorized 100,000,000 shares; none issued		—			—
Preferred stock, $0.001 par value; authorized 100,000,000 shares; none issued and outstanding		—			—
Common stock, $0.001 par value; authorized 1,000,000,000 shares; 439,373,853 shares issued and outstanding at December 31, 2012 and September 30, 2012, respectively		439,374			439,374
Common stock, $0.001 par value; authorized 1,000,000,000 shares; 439,078,759 shares issued and outstanding at June 30, 2012 and September 30, 2011, respectively		439,079			439,079
Additional paid-in capital		223,730,688			223,710,442
Additional paid-in-capital		223,560,118			223,493,218
Accumulated other comprehensive (loss)		(26,536	)		(4,364	)
Accumulated other comprehensive(loss)		(43,536	)		(118,826	)
Accumulated (deficit)		(301,681,955	)		(299,935,194	)
Accumulated deficit		(297,964,291	)		(292,987,591	)
TOTAL STOCKHOLDERS’ (DEFICIT)		(77,538,429	)		(75,789,742	)
TOTAL STOCKHOLDERS’ (DEFICIT)		(74,008,630			(69,174,120	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	122,736		$	174,755
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$	213,647		$	837,052

See accompanying notes to these unaudited condensed consolidated financial statements.

PETROHUNTER ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30, 2012			Three Months Ended June 30, 2011
	Three Months Ended December 31, 2012			Three Months Ended December 31, 2011
Costs and Expenses
General and administrative	$	~~268~~241,~~451~~335		$	~~330,~~383,758
Depreciation, depletion, amortization and accretion		710			308
Well-related expenses		—			106,315
Total operating expenses		269,161			330,691
Depreciation, depletion, amortization and accretion		—			549
(Loss) From Operations		(269,161	)		(330,691	)
Total operating expenses		241,335			490,622
Loss From Operations		(241,335	)		(490,622	)
Other Income (Expense)
Interest income		487			—4
Interest expense		(1,~~363~~505,~~095~~433	)		(1,~~040~~158,~~138~~400	)
Gains (losses) on sale of marketable securities		(39,680	)		478
Loss on sale of marketable securities		—			(65,199	)
Total Other(Expense)		(1,402,727	)		(1,039,660	)
Gains recognized in connection with recovery of related party accounts payable		—			171,670
Net Loss	$	(1,671,888	)	$	(1,370,351	)
Loss on settlement of accrued liabilities – related party		—			(61,455	)
Net loss per common share — basic and diluted	$	(0.00	)	$	(0.00	)
Total Other Expense		(1,505,426	)		(1,113,380	)
Weighted average number of common shares outstanding — basic and diluted		439,078,759			439,078,759
Net (Loss)	$	(1,746,761	)	$	(1,604,002	)
Net (loss) per common share — basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding — basic and diluted		439,373,853			439,078,759

Net Loss	$	(1,671,888	)	$	(1,370,351	)
Other comprehensive income (loss)
Gains (losses) on foreign currency translation adjustments		(2,415	)		10,987
Gains (losses) on marketable securities		—			81,315
Comprehensive loss attributable to common shareholders	$	(1,674,303	)	$	(1,278,049	)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)

	Three Months Ended December 31, 2012			Three Months Ended December 31, 2011
Net (Loss)	$	(1,746,761	)	$	(1,604,002	)
Other Comprehensive Income (loss)
Unrealized gain on marketable securities		—			15,719
Unrealized (loss) gain on currency translation adjustment		(22,172	)		1,347
Comprehensive (Loss)	$	(1,768,933	)	$	(1,586,936	)

See accompanying notes to these unaudited condensed consolidated financial statements.

PETROHUNTER ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~CASH FLOWS

(unaudited)

	Nine Months Ended June 30, 2012			Nine Months Ended June 30, 2011
	Three Months Ended December 31, 2012			Three Months Ended December 31, 2011
Costs and Expenses
Cash flows from operating activities
General and administrative	$	969,599		$	955,865
Net (loss)	$	(1,746,761	)	$	(1,604,002	)
Other operating expenses		106,315			—
Adjustments used to reconcile net loss to net cash (used in) operating activities:
Depreciation, depletion, amortization and accretion		1,808			924
Stock based compensation		20,246			22,300
Total operating expenses		1,077,722			956,789
Depreciation, depletion, amortization and accretion		—			549
(Loss) From Operations		(1,077,722	)		(956,789	)
Loss on sale of marketable securities		—			65,199
Other Income (Expense)
Non cash interest expense incurred in connection with debt forgiveness		—			61,455
Interest income		68			20
Gain on recovery of amounts accrued as related party accounts payable		—			(171,670	)
Interest expense		(3,877,740	)		(3,101,181	)
Changes in assets and liabilities:
Gains (losses) on sale of marketable securities		(131,521	)		6,144
Prepaid expenses		10,719			12,793
Gains recognized in connection with recovery of related party accounts payable		171,670			—
Accounts payable and accrued expenses		805,476			317,161
Loss on settlement of accounts payable – related party		(61,455	)		—
Accrued interest and fees payable-related parties		869,020			833,683
Total Other Income (Expense)		(3,898,978	)		(3,095,017	)
Net cash (used in) operating activities		(41,300	)		(462,532	)
Net Loss	$	(4,976,700	)	$	(4,051,806	)
Cash flows from investing activities
Net loss per common share — basic and diluted	$	(0.01	)	$	(0.01	)
Proceeds related to GST tax refunds on the sale of oil and gas properties		—			197,375
Weighted average number of common shares outstanding — basic and diluted		439,078,759			439,078,759
Proceeds from sale of marketable securities		—			279,768
Net Loss	$	(4,976,700	)	$	(4,051,806	)
Net cash provided by investing activities		—			477,143
Other comprehensive income (loss)
Net (decrease) increase in cash and cash equivalents		(41,300	)		14,611
Gains (losses) on foreign currency translation adjustments		(290	)		(15,724	)
Cash and cash equivalents, beginning of period		61,018			65,759
Gains (losses) on marketable securities		—			81,315
Cash and cash equivalents, end of period	$	19,718		$	80,370
Comprehensive loss attributable to common shareholders	$	(4,976,990	)	$	(3,986,215	)
Supplemental schedule of cash flow information
Cash paid for interest	$	—		$	—

See accompanying notes to these unaudited condensed consolidated financial statements.

PETROHUNTER ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine months Ended June 30, 2012			Nine months Ended June 30, 2011
Cash flows from operating activities
Net (loss)	$	(4,976,700	)	$	(4,051,806	)
Adjustments used to reconcile net loss to net cash (used in) operating activities:
Stock based compensation		66,900			45,226
Depreciation, depletion, amortization and accretion		1,808			924
Loss on abandonment		—			4,285
Loss on sale of marketable securities		131,521			6,144
Non cash interest expense incurred in connection with debt forgiveness		61,455			—
Gain on equity method investment		(171,670	)		—
Changes in assets and liabilities:
Prepaid expenses and other assets		(5,377	)		4,900
Accounts payable and accrued expenses		1,642,274			3,159,113
Due to shareholder and related parties		2,576,179			(9,978	)
Net cash (used in) operating activities		(673,610	)		(841,192	)
Cash flows from investing activities
Proceeds related to GST tax refunds on the sale of oil and gas properties		197,375			—
Proceeds from sale of marketable securities		499,262			874,376
Net cash provided by investing activities		696,637			874,376
Net increase (decrease) in cash and cash equivalents		23,027			33,184
Cash and cash equivalents, beginning of period		65,759			75,624
Cash and cash equivalents, end of period	$	88,786		$	108,808
Supplemental schedule of cash flow information
Cash paid for interest	$	—		$	—

See accompanying notes to these unaudited condensed consolidated financial statements.

PETROHUNTER ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 — Organization and Basis of Presentation

The interim condensed consolidated financial statements of PetroHunter Energy Corporation (“we,” “us,” “our,” or the “Company”) are unaudited and contain all adjustments necessary for a fair statement of the results for the interim period presented. Results for interim period are not necessarily indicative of results to be expected for a full year or for previously reported periods due in part, but not limited to, interest rates, and our ability to obtain additional capital to sustain operations. You should read these condensed consolidated interim financial statements in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended September 30, ~~2011~~2012.

Note 2 — Summary of Significant Accounting Policies

Basis of Accounting– The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and extinguishment of liabilities in the normal course of business. The report of our independent registered public accounting firm on our financial statements for the ~~fiscal~~ year ended September 30, ~~2011~~2012 includes an explanatory paragraph relating to substantial doubt or uncertainty of our ability to continue as a going concern. As shown in the accompanying condensed consolidated balance ~~sheet~~sheets, we have an accumulated deficit of $~~297~~301,~~964~~681,~~291~~955 and our current liabilities exceeded our current assets by $1618,~~874~~614,~~603~~449 as of ~~June~~December 3031, 2012. ~~The~~On ~~Company’s~~July ~~ability~~17, to2013, ~~meet~~the ~~its~~Company ~~contractual~~through ~~obligations~~its ~~and~~wholly-owned ~~remit~~subsidiary ~~payment~~Sweetpea tocompleted ~~its~~the ~~vendors~~sale ~~depends~~of on its ~~ability~~50,000,000 toshares ~~generate~~(24.22% ~~additional~~interest) ~~financing. PetroHunter's~~in ~~management~~Falcon ~~continues~~Australia to ~~explore~~Falcon ~~arrangements~~for ~~whereby~~$3 itmillion ~~may~~in ~~raise~~cash ~~additional~~and ~~capital~~97.86 ~~through~~million ~~the~~Falcon ~~sale~~shares. ofThe ~~existing~~capital ~~assets~~received ~~and/or~~pursuant ~~through joint ventures related~~ to ~~its~~this ~~pending~~transaction ~~permit~~will ~~applications~~be asutilized ~~well~~to assustain ~~through~~the ~~potential~~operations ~~debt~~of orthe ~~equity issuances~~Company; however, there are no assurances ~~the~~that ~~plans of~~ the Company will ~~result~~be inable to successfully re-negotiate its ~~ability~~maturing todebt ~~raise~~obligations ~~funds.~~and address outstanding liabilities with creditors. If the Company is unable to successfully execute these plans, it may have to ~~further~~cease ~~curtail~~operations or ~~cease~~further curtail operations.

Cash and Cash Equivalents – We consider investments in highly liquid financial instruments with an original stated maturity of three months or less to be cash equivalents.

Other Comprehensive ~~Income~~ (Loss) – ~~Financial Accounting Standards Board (“~~FASB”) ASC 220, “Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in financial statements. It requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in the financial statement that is displayed with the same prominence as other financial statements. The Company’s comprehensive ~~income (~~loss) consists of ~~both net losses on~~ foreign currency translation adjustments and ~~unrecognized losses in connection with~~ mark to market adjustments on ~~its~~ marketable securities and is presented in the accompanying consolidated statements of comprehensive loss.

Concentration of Credit Risk – Financial instruments which potentially subject us to concentrations of credit risk consist of cash ~~and marketable securities~~. We periodically evaluate the credit worthiness of financial institutions, and maintain cash accounts only with major financial institutions, thereby minimizing exposure for deposits in excess of federally insured amounts. On occasion, the Company may have cash in banks in excess of federally insured amounts. We believe that credit risk associated with cash is remote. ~~Marketable securities credit risk is discussed later in Note 3 – Restricted Cash and Marketable Securities.~~

Fair Value – We apply the provisions of FASB ASC 820, “Fair Value Measurements.” The carrying amounts reported in the condensed consolidated balance sheets for cash, prepaid ~~assets~~expenses, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. Fair values of assets and liabilities measured on a recurring basis as of June 30, 2012 and September 30, 2011 included marketable securities, recorded at fair values of $nil and $650,000, respectively, which had quoted prices in active markets for identical assets (level 1) of $nil and $650,000, respectively.

Income Taxes – We record income taxes under the asset and liability method prescribed by FASB ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are recognized for temporary differences between the financial statement amounts and the tax basis of certain assets and liabilities by applying statutory rates in effect when the temporary differences are expected to reverse.

between the financial statement amounts and the tax basis of certain assets and liabilities by applying statutory rates in effect when the temporary differences are expected to reverse.

Loss Per Common Share – We do not report fully diluted loss per common share as the effect would be anti-dilutive.

~~Marketable~~Certificates ~~Securities~~of –Deposit ~~We account for marketable securities in accordance with FASB ASC 320, “Accounting for Certain Investments in Debt~~ and ~~Equity~~Bonds ~~Securities.”~~– ~~Historically we accounted for marketable securities by marking to market with unrealized gains and losses reflected as a component~~ Consists of ~~Other~~certificates ~~Comprehensive Income, until such gains or losses became realized, at which time they are then recognized in our statement~~ of ~~operations.~~deposit Inand addition, in circumstances where significant price declines are experienced subsequent to the balance sheet date, we consider whether such declines are other than temporary. After considering our expected holding period, we may record a provision bonds for ~~impairment~~exploration inpermits ~~the~~and ~~event~~state weand dolocal ~~not~~bonding ~~expect the value of the securities to recover from such a decline in market value~~requirements. ~~We consider our accounting for marketable securities to involve significant management judgment that is subject to estimation.~~

~~Property~~Share-Based ~~and~~Compensation ~~Equipment~~ – ~~Property~~We ~~and~~use ~~equipment~~the ~~are~~Black-Scholes ~~stated~~option-pricing atmodel ~~cost~~to ~~and~~determine ~~depreciated~~the ~~using~~fair ~~the~~value ~~straight~~of stock-~~line~~based ~~method~~awards ~~over~~in accordance with FASB ASC 718, “Stock Compensation.” The option-pricing model requires the ~~estimated~~input ~~useful~~of ~~lives~~highly subjective assumptions, including the option’s expected life and the price volatility of the ~~related~~underlying ~~assets~~stock. The ~~approximating~~Company’s ~~three~~expected term is calculated using the “plain vanilla” method and represents the period that stock based compensation awards are expected to ~~five~~be ~~years~~outstanding. The expected stock price volatility is based on the Company’s historical stock prices.

~~Reclassifications~~Use of Estimates – ~~Certain~~The ~~prior~~preparation ~~period~~of ~~amounts~~our ~~have~~consolidated ~~been~~financial ~~reclassified~~statements in accordance with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the ~~condensed~~reported ~~consolidated~~amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements toand ~~conform~~reported toamounts ~~current~~of expenses during the reporting period. ~~presentation~~Actual results could differ materially from those estimates. Our ~~Such~~significant ~~reclassifications~~estimates ~~have~~include ~~had~~asset noretirement ~~effect~~obligation onliabilities, ~~the~~certain ~~net~~accrued ~~loss~~liabilities and share-based compensation.

Restricted Cash – Restricted cash consists of certificates of deposit, underlying letters of credit for exploration permits, state and local bonds and guarantees to vendors.

Share-Based Compensation – We use the Black-Scholes option-pricing model and the straight-line attribution approach to determine the fair-value of stock-based awards in accordance with FASB ASC 718, “Stock Compensation.” The option-pricing model requires the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The Company’s expected term represents the period that stock-based awards are expected to be outstanding and is determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of its stock-based awards. The expected stock price volatility is based on the Company’s historical stock prices.

Use of Estimates – The preparation of our consolidated financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual results could differ materially from those estimates. Our significant estimates include the asset retirement obligation liabilities, other accrued liabilities and the market value of securities.

Asset Retirement Obligation – Asset retirement obligations associated with tangible long-lived assets are accounted for in accordance with FASB ASC 410, “Accounting for Asset Retirement Obligations.” The estimated fair value of the future costs associated with dismantlement, abandonment and restoration of oil and gas properties is recorded generally upon acquisition or completion of a well. The net estimated costs are discounted to present values using a risk adjusted rate over the estimated economic life of the oil and gas properties. Such costs are capitalized as part of the related asset. The liability is periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense, and (4) revisions to estimated future cash flow requirements. Accretion expense is recorded as a component of depreciation, depletion, amortization and accretion expense.

Recently Issued Accounting Pronouncements

~~The~~Effective ~~Company~~October ~~has~~1, ~~evaluated~~2012, ~~recent~~the ~~accounting~~Company ~~pronouncements~~concurrently ~~issued~~adopted byASU ~~the~~No. ~~FASB~~2011-05, ~~(including~~“Presentation ~~its~~of ~~Emerging~~Comprehensive ~~Issues~~Loss,” ~~Task~~and ~~Force)~~ASU No. 2013-02, ~~the~~“Reporting ~~American~~Amounts ~~Institute~~Reclassified Out of ~~Certified~~Accumulated ~~Public~~Other ~~Accountants~~Comprehensive ~~(“AICPA~~Loss,”) ~~and~~both ~~the~~of ~~SEC~~which ~~and~~amend weASC ~~have~~220, ~~not~~“Comprehensive ~~identified~~Loss.” ~~any~~In adopting ASU No. 2011-05, which requires that ~~would~~all ~~have~~non-owner changes in stockholders’ equity be presented in either a ~~material~~single ~~impact~~statement onof comprehensive loss or two separate but consecutive statements, the Company’s added Consolidated Statements of Comprehensive Loss following our Consolidated Statements of Operations. The amended guidance in ASU No. 2013-02 requires entities to provide information about the amounts reclassified out of accumulated other comprehensive loss by component and to present, either on the face of the financial ~~position~~statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The amended guidance does not change the current requirements for reporting net income or ~~statements~~other comprehensive income.

In February 2013, the FASB issued ASU No. 2013-04, “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date,” which requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this ASU also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are currently evaluating the impact of adopting this guidance.

a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This standard is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are currently evaluating the impact of adopting this guidance.

In July 2013, the FASB issued, ASU No. 2013-11 “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 addresses the diversity in practice that exists for the balance sheet presentation of an unrecognized tax benefit when a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward exists. Under this ASU, an unrecognized tax benefit, or portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward except when specific conditions are met as outlined in the ASU. When these specific conditions are met, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and should be applied prospectively to all unrecognized tax benefits that exist at the effective date. We are currently evaluating the impact of adopting this guidance.

Note 3 —Equity Investment And Joint Venture

Investment

In April 2010, we and our wholly-owned subsidiary, Sweetpea Petroleum Pty Ltd. (“Sweetpea”), as bound by an agreement executed in December 2009, and Falcon Oil & Gas Ltd. (“Falcon”) and its wholly-owned subsidiary, Falcon Oil & Gas Australia Pty Ltd (“Falcon Australia”), closed a transaction wherein Sweetpea received an initial 25% equity interest in Falcon Australia in exchange for its remaining undivided 25% interest in four exploration permits in the Beetaloo Basin, in the Northern Territory, Australia. The result of this transaction was the re-consolidation of the interests in the exploration permits into one entity and the creation of a vehicle for fundraising and exploration and development activities in the Beetaloo Basin. The ownership of Falcon Australia immediately following the closing of the transaction was 75% by Falcon and 25% by Sweetpea.

We have accounted for our investment in Falcon Australia in accordance with FASB ASC Topic 323, “Investments- Equity Method & Joint Ventures.” Our basis in the 50,000,000 shares of Falcon Australia we received was recorded at the historical cost of the identifiable assets given in consideration net of related liabilities relieved resulting in the recording of a net equity investment as of the date of the transaction.

In June 2010, Falcon Australia raised $4,900,000 in accordance with the terms of a private placement memorandum. As a result of this financing transaction, our ownership interest was diluted to 24%.

As of December 31, 2012, our equity method investment in Falcon Australia consisted of 50,000,000 shares of common stock in the investee. We did not record any income or loss related to the investment for the three months ended December 31, 2012 and 2011, respectively. As of December 31, 2012, our interest in the investment was 24%, and we have recorded no value related to the investment as a result of the impact of losses incurred during the periods prior to December 31, 2012. As of December 31, 2012 and September 30, 2012, the Company's investee, Falcon Australia, had no proved oil or gas reserves.

Joint Venture Agreement

In August 2011, we entered into a Joint Venture and Operating Agreement with Paltar Petroleum Ltd (“Paltar”), a related party, pursuant to our permit applications in the Beetaloo Basin in Australia. On August 28, 2012, the permits were granted. As of December 31, 2012 and September 30, 2012 included in Accounts Payable and Accrued Liabilities on our condensed consolidated balance sheets are $51,790 in advances from Paltar. Advances represent cash received related to our Joint Venture Agreement with Paltar. We have requested additional amounts from Paltar under the terms of the Joint Venture Agreement. Paltar has denied our request and asserted that it is entitled to

~~Note~~a 3refund ~~—Restricted~~from ~~Cash~~the Company. We are currently in discussion with Paltar related to the advances, additional amounts billed to Paltar and ~~Marketable~~amounts ~~Securities~~Paltar claims as receivable from the Company.

AsNote 4 of— ~~June~~Share-Based ~~30, 2012, long term restricted cash consists of $85,000 in certificates of deposit and letters of credit for exploration permits, state and local bonds.~~Compensation

AsCompensation ofExpense ~~June~~- ~~30,~~Stock-based ~~2012,~~employee weand ~~have~~non-employee ~~recorded~~compensation ~~$nil~~expense inof ~~marketable~~$20,246 ~~securities~~was oncharged ~~our~~to ~~Condensed~~operations ~~Consolidated~~during ~~Balance Sheet. During~~ the ~~quarter~~three months ended ~~June~~December 3031, 2012,. weStock-based ~~sold~~compensation ~~our~~expense ~~remaining shares~~ of ~~Falcon~~$22,300 ~~Oil~~was &charged ~~Gas~~to ~~Ltd.~~operations ~~(“Falcon”)~~during ~~common~~the ~~stock. As~~three ~~described~~months inended ~~Note~~December 231, we2011. ~~had~~Stock-based ~~accounted~~compensation ~~for~~has ~~these~~been ~~securities~~included in ~~accordance~~general ~~with~~and ~~FASB~~administrative ~~ASC~~expense ~~320, “Accounting for Certain Investments~~ in ~~Debt~~the ~~and~~consolidated ~~Equity~~statements ~~Securities~~of operations.”

~~During~~Note ~~the~~5 ~~nine~~— ~~months~~Notes ended June 30, 2012, we recognized losses of $131,521 related to sales of these marketable securities. During the nine months ended June 30, 2011, we recognized gains of $6,144 related to the sales of these securities. These gains and losses have been included in other income (expense) on our unaudited condensed consolidated statement of operations.Payable

~~Note~~Convertible 4—notes ~~Equity Investment~~payable

As of ~~June~~December 3031, 2012 ~~and~~three ~~September~~of ~~30,~~our ~~2011,~~8.5% weconvertible ~~held~~notes ~~approximately~~payable 50totaling $417,~~000,000~~873 ~~shares~~have inmatured ~~Falcon~~and ~~Oil~~are &past ~~Gas~~due. ~~Australia~~In ~~Limited~~accordance ~~(“Falcon~~with ~~Australia”)~~the terms of the note agreements, aeffective ~~related~~on ~~party.~~various Wedates ~~have~~in ~~accounted~~November ~~for~~2012, ~~this~~a ~~investment~~penalty ~~under~~in the ~~equity~~amount ~~method.~~of As30% of ~~June~~the ~~30,~~initial ~~2012~~principal ~~and~~balance ~~September~~of ~~30,~~each ~~2011,~~note ~~our~~has ~~basis~~been inaccrued ~~this~~and ~~investment~~a ~~had~~default interest rate of 18% has been ~~reduced~~applied to ~~$nil~~each asnote. ~~the~~We ~~result~~are in default of ~~historical~~various ~~losses~~provisions ofcontained in the note agreements. The remaining $~~164~~6,~~506~~538,419 ~~recorded~~of ~~during~~our convertible notes remain in default of various provisions of the ~~fiscal~~initial ~~year~~note ~~ended~~agreements. ~~September~~In ~~30,~~April and May 2010 we obtained waivers of default through December 31, 2014 on these notes.

~~Note~~Global 5Finance ~~— Share-Based Compensation~~AG

~~Compensation~~As ~~Expense~~of -December ~~Stock-based~~31, ~~employee~~2012 ~~and~~we ~~non-employee~~were ~~compensation~~in ~~expense~~default of ~~$66,900~~several ~~was~~provisions ~~charged~~contained toin ~~operations~~an ~~during~~$850,000 ~~the~~promissory ~~nine~~note ~~months~~and ~~ended~~in ~~June~~connection ~~30,~~with ~~2012.~~our ~~Stock-based compensation expense of~~ $4539,~~226~~800,000 ~~was~~credit ~~charged~~facility todue ~~operations~~Global ~~during~~Finance ~~the~~AG. In ~~nine~~March ~~months~~2010 ~~ended~~we ~~June~~received ~~30,~~waivers ~~2011.~~of ~~Stock-based~~default ~~compensation~~through ~~has~~December ~~been~~31, ~~included~~2014 inon ~~general~~both ~~and administrative expense in~~ the ~~consolidated~~note ~~statements~~payable ofand ~~operations~~credit facility.

Note 6 — Common Stock Warrants

The following stock purchase warrants were outstanding at ~~June~~December 3031, 2012 and September 30, ~~2011~~2012:

	June 30, 2012	September 30, 2011
	December 31, 2012	September 30, 2012
Number of warrants	7062,~~094~~492,~~223~~901	7265,~~094~~863,~~223~~023
Exercise price	$0.1210 - $2.10	$0.1210 - $2.10
Expiration date	~~2012-~~2014	~~2011~~2012 - 2014

During the three month period ended December 31, 2012, 3,370,122 warrants to purchase our common shares expired.

Note 7 — Related Party Transactions

Our policy is to enter into transactions with related parties on terms that, on the whole, are more favorable, or no less favorable, than those available from unaffiliated third parties. Based on our experience in oil and gas exploration and development and considering the terms of our transactions with unaffiliated third parties, we believe that all of the transactions described below met this policy standard at the time they occurred.

~~Accounts~~Bruner ~~Payable–During~~Family ~~the~~Trust ~~nine~~– ~~months~~As ~~ended~~of ~~June~~December 3031, 2012, we owed $~~171~~2,~~670~~831,060 ~~that~~in ~~had~~principal ~~been~~of ~~previously~~which ~~included~~$2,722,060 inhas ~~accounts~~been ~~payable~~classified as current and ~~had~~$551,388 ~~been~~in ~~due~~accrued tointerest ~~Falcon~~which ~~related~~has tobeen ~~our~~included ~~share~~in ofAccrued ~~expenses~~Interest and ~~GST~~Fees ~~taxes~~Payable ~~associated~~- ~~with~~Related ~~costs~~Parties ~~incurred~~on inour ~~drilling~~consolidated ~~the~~balance ~~Shenandoah~~sheet ~~#1A~~as ~~well~~of inDecember ~~the~~31, ~~Beetaloo~~2012 ~~Basin~~to ~~were~~the ~~repaid.~~Bruner AFamily ~~refund~~Trust werelated ~~had~~to ~~applied~~seven ~~for~~outstanding innotes ~~April~~payable. ~~2010~~We ~~was~~have ~~received~~recognized ~~from~~interest expense in the ~~Australian~~amount ~~tax~~of ~~authorities.~~$25,200 ~~The~~during ~~amount~~the ~~received~~three ~~was~~months ~~used~~ended toDecember ~~repay~~31, ~~the~~2012 ~~outstanding~~related ~~balance~~to ~~due~~these ~~Falcon~~notes. We Inare ~~connection~~in default with ~~this~~respect to the repayment weof ~~recognized~~principal aand ~~gain~~interest on five of ~~$171,670~~the ~~which~~seven ~~has~~outstanding ~~been~~notes. We ~~recorded~~have inreceived ~~other~~a ~~income~~waiver ~~(expense)~~from inthe ~~our~~lender ~~condensed~~that ~~consolidated~~covers ~~statements~~all events of ~~operations~~default through June 30, 2014.

~~Bruner~~Equity ~~Family~~Method ~~Trust~~Investment – AsIn ofApril ~~June 30~~2010, ~~2012,~~ we ~~owed~~were $2issued 50,~~828~~000,~~060~~000 inshares ~~principal~~of ~~and~~common ~~$501,286~~stock in ~~accrued~~Falcon ~~interest~~Australia toinconsideration ~~the~~for ~~Bruner~~our ~~Family~~contribution ~~Trust~~of ~~related~~our to25% ~~seven~~interest ~~outstanding~~in ~~notes~~four ~~payable.~~exploration Wepermits ~~have~~related ~~recognized~~to ~~interest~~seven ~~expense~~million acres in the ~~amount~~Beetaloo ~~of $77~~Basin,~~409~~ ~~during the nine months ended June 30, 2012 related to these notes~~Australia.

~~Equity~~Global ~~Method~~Finance ~~Investment~~ AG – InAs ~~April~~of ~~2010~~December 31, 2012, we ~~were~~owed ~~issued 50~~$40,~~000~~650,000 ~~shares~~in ofprincipal ~~common~~and ~~stock~~$10,362,211 in ~~Falcon~~accrued ~~Australia~~interest inand ~~consideration~~fees ~~for~~payable ~~our~~to ~~contribution~~Global ofFinance ~~our~~AG. ~~25%~~Of ~~interest~~amounts inaccrued ~~four~~$220,000 ~~exploration~~and ~~permits~~$10,142,211 ~~related~~have tobeen 7classified ~~million~~as ~~acres~~Accrued inInterest ~~the~~and ~~Beetaloo~~Fees ~~Basin,~~Payable-Related ~~Australia. As~~Parties; ofshort ~~June~~term ~~30,~~and ~~2012,~~long ~~our~~term ~~interest~~respectively inon ~~the~~our ~~investment~~consolidated ~~was~~balance ~~24%~~sheet ~~and~~as weof ~~have~~December ~~recorded~~31, no2012. These ~~value~~amounts ~~related~~relate to ~~the~~an ~~investment~~outstanding asline ~~a result~~ of ~~the~~credit, ~~dilutive~~notes ~~impact~~payable, ofand ~~losses~~advance ~~incurred~~fees ~~during~~due. During the ~~periods~~three ~~prior~~months toended ~~June~~December 3031, 2012, ~~(Note~~we 4)recorded interest expense in the amount of $843,817 related to the various instruments.

Global Finance – As of June 30, 2012, we owed $40,650,000 in principal and $8,641,415 in accrued interest and fees payable to Global Finance AG. These amounts relate to an outstanding line of credit, notes payable, and advance fees due. During the nine months ended June 30, 2012, we recorded interest expense in the amount of $2,591,316 related to the various instruments.

Marketable Securities - As of June 30, 2012, we have recorded restricted marketable securities totaling $nil on our consolidated condensed balance sheet. These securities were received from a related party, Falcon. In October 2011, we transferred 800,000 shares of our Falcon stock to Global Finance in consideration for the forgiveness of certain amounts previously accrued as interest. In connection therewith we have recorded a loss of $61,455.

Palter Petroleum Ltd – Through June 30, 2012, we received $300,000 in cash from Paltar Petroleum Ltd (“Paltar”) as partial consideration of an option to purchase a 50% interest in our permit applications in the Beetaloo Basin in Australia. Paltar is controlled by Marc Bruner, a significant shareholder of the Company.

Note 8 — Other Accrued Liabilities

During the ~~nine~~three months ended ~~June~~December 3031, 2012, we ~~continued~~accrued tointerest ~~accrue~~of ~~interest~~$346,221 related to amounts owed to Clear Creek Energy Services ~~(“CCES”)~~ as discussed in the audited ~~annual~~ consolidated financial statements for the year ended September 30, ~~2011~~2012. As of December 31, 2012, total amounts accrued related to this liability amounted to $10,598,437.

Note 9 —– ~~Subsequent~~Changes ~~Events~~in Accumulated Other Comprehensive Income (Loss) By Component

The ~~Company~~tables ~~has~~below ~~evaluated subsequent~~present ~~events through~~changes ~~the~~in ~~date~~accumulated ~~the~~other ~~financial~~comprehensive ~~statements~~income ~~were~~(loss) ~~issued.~~by ~~There~~component ~~were~~for nothe ~~items~~three ~~which~~months ~~would~~ended ~~have~~December ~~materially~~31, ~~impacted~~2011 ~~the~~and ~~Company’s~~2012 ~~condensed consolidated financial statements~~respectively.

For the three months ended December 31, 2011:

	Unrealized (Loss) on Marketable Securities			Unrealized (Loss) on Foreign Currency Translation Adjustments			Total
Beginning Balance – September 30, 2011	$	(75,000	)	$	(43,826	)	$	(118,826	)
Other comprehensive income (loss) before reclassification		(50,828	)		1,348			(49,480	)
Amounts reclassified from accumulated other comprehensive income (loss)		65,199			-			65,199
Net current period other comprehensive income (loss)		14,371			1,348			15,719
Ending balance December 31, 2011	$	(60,629	)	$	(42,478	)	$	(103,107	)

For the three months ended December 31, 2012:

	Unrealized (Loss) on Marketable Securities		Unrealized (Loss) on Foreign Currency Translation Adjustments			Total
Beginning Balance – September 30, 2012	$	-	$	(4,364	)	$	(4,364	)
Other comprehensive income (loss) before reclassification				(22,172	)		(22,172	)
Amounts reclassified from accumulated other comprehensive income (loss)		-		-			-
Net current period other comprehensive income (loss)		-		(22,172	)		(22,172	)
Ending balance December 31, 2012	$	-	$	(26,536	)	$	(26,536	)

Note 10 – Fair Value Disclosure

The Company has adopted ASC 820, Fair Market Measurement and Disclosures including the application of the statement to non-recurring, non-financial assets and liabilities. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

Level 1-

Quoted prices in active markets for identical assets or liabilities.

Level 2-

Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3-

Unobservable inputs based on the Company's own assumptions.

Fair Value Measurements at September 30, 2012 and December 31, 2012 using:

	Level 1		Level 2		Level 3		Total
Restricted certificates of deposit	$	-	$	55,000	$	-	$	55,000
Bonds – COGCC		-		30,000		-		30,000
Total	$	-	$	85,000	$	-	$	85,000

Note 11 — Subsequent Events

On various dates during January through July 2013, we borrowed $87,798, $17,798, $40,000 and $23,500 from Wealth Preservation LLC an entity controlled by Martin B. Oring, our Chief Executive Officer; Matthew R. Silverman, a member of our Board of Directors; Christian Russenberger and Marc A. Bruner, shareholders, respectively. The short term advances bore interest of 15% per annum and were due three months from the date of the initial borrowing. The advances were collateralized by shares of Falcon Australia. In July 2013, all amounts owed in connection with these short term advances were repaid.

On July 17, 2013, the Company through Sweetpea completed the sale of its 50,000,000 shares (24.22% interest) in Falcon Australia to Falcon for $3 million in cash and 97.86 million Falcon shares. The Falcon Shares are subject to an escrow agreement whereby the Shares are locked up for three years, with Sweetpea being permitted to sell 15% each year during the lock-up period, subject to certain conditions. Related to the disposition of these Falcon Australia shares, a tax liability for the Company was generated as described further below.

On July 24, 2013, the Company issued an additional 23,000,000 options to purchase its common stock at $0.10 per share to officers, directors and outside consultants.

In July 2013, the Company made a partial payment of approximately $560,000 in accrued salaries, board of director fees and benefits that had been accrued on our unaudited condensed consolidated balance sheet as of December 31, 2012.

On September 27, 2013 the Board of Directors approved a proposal whereby PetroHunter would enter into a restructuring/settlement arrangement with significant secured creditors and noteholders including CCES, Global Project Finance AG, the Bruner Family Trust and the holders of convertible promissory notes. The restructuring/settlement arrangement would provide for the distribution of Falcon shares acquired by the Company in the July 17, 2013 sale transaction as discussed herein. The implementation of the restructuring/settlement arrangement is subject to the Company becoming current on its delinquent filings with the Securities and Exchange Commission and acceptance of the proposal by the creditors.

On November 18, 2013 the Company entered into an agreement with an independent third party to market our ownership interest in eleven well-bores in Western Colorado for sale.

In December 2013, the Company completed the compilation and filing of income tax returns for Sweetpea with the Australian tax authorities. Returns for the statutory reporting periods ended June 30, 2010, 2011, 2012 and 2013

were completed. As a result of the filing of these tax returns, a tax liability in the amount of approximately AUS $570,000 exists for the statutory year ended June 30, 2013. In January 2014, the Company remitted AUS $275,000 to the Australian Tax Office.

On December 16, 2013 the Company entered into an Administrative Order by Consent with the Colorado Oil and Gas Conservation Commission (“COGCC”) whereby the Company agreed to; (1) pay fines of $70,000 (2) complete certain mechanical integrity tests, (3) complete surface remediation, and (4) submit to the COGCC various delinquent production reports and other notices. In January 2014, the $70,000 fine was paid and the submission of delinquent reports and surface remediation was complete subject to re-inspection by the COGCC.

On December 20, 2013 we received written notice from Global Project Finance AG, a related party, indicating that in accordance with a Credit and Security Agreement dated March 5, 2010 PetroHunter shall apply 25% of the net proceeds of any stock or asset sale by PetroHunter against the debt owed to Global. The Credit and Security Agreement also provided that in the event of an initial public offering of Sweetpea or the sale of Sweetpea’s Falcon Australia shares, Global would be entitled to request that 25% of the net proceeds therefrom be used to repay the indebtedness owed to Global. In this written notice, Global indicated that in connection with the July 17, 2013 sale transaction as discussed above, 25% of the net consideration was due Global. The Company believes that its proposed restructuring/settlement arrangement complies with this provision. In January 2014 approximately $220,000 in advance fees due Global were paid.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the accompanying financial statements and related notes included elsewhere in this report. It contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements.

Factors that could cause or contribute to such differences include, but are not limited to, market prices for natural gas and oil, economic and competitive conditions, capital expenditures and other uncertainties, as well as those factors discussed below, all of which are difficult to predict and which expressly qualify all subsequent oral and written forward-looking statements attributable to us or persons acting on our behalf. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not have any intention or obligation to update forward-looking statements included in this report after the date of this report, except as required by law.

Executive Summary

We are an oil and gas exploration company,. We ~~and we~~ currently own ~~oil~~eleven ~~and~~wellbores ~~gas~~in ~~leasehold~~Western ~~interests~~Colorado ~~either~~(Piceance ~~directly~~Basin) orand through anour ~~equity~~wholly-owned ~~investment~~subsidiary, inwe, ~~Australia~~with ~~(Beetaloo~~our ~~Basin)~~Joint ~~and~~Venture inPartner, ~~Western~~own ~~Colorado~~two exploration permits in Australia (~~Piceance~~Beetaloo Basin). We are incorporated in the State of Maryland.

Results of Operations

The financial information with respect to the ~~nine~~three months ended ~~June~~December 3031, 2012 and 2011 respectively that is discussed below is unaudited. In the opinion of management, such information contains all adjustments, ~~consisting only of normal recurring accruals,~~ necessary for a fair presentation of the results for such periods. The results of operations for interim periods are not necessarily indicative of the results of operations for the full fiscal ~~years~~year.

Company Overview for the three ~~and nine~~ months ended ~~June~~December 3031, 2012

Our net ~~losses~~loss for the three ~~and nine~~ months ended ~~June~~December 3031, 2012 ~~were~~was $1,~~671~~746,~~888 and $4,976,700, respectively~~761. We had no revenues and continue to incur general and administrative and interest expense. ~~During the three and nine months ended June 30, 2011, we incurred net losses of $1,370,351 and $4,051,806, respectively.~~

~~Comparison of the results of operations for the three and nine months ended June 30, 2012 and 2011~~13

Comparison of the results of operations for the three months ended December 31, 2012 and December 31, 2011

Costs and Expenses

General and Administrative. During the three ~~and nine~~ months ended ~~June~~December 3031, 2012, general and administrative expenses ~~amounted~~decreased toby $~~268~~142,~~451~~423 ~~and~~to $~~969~~241,~~599,~~335 ~~respectively, as~~ compared to $~~330,~~383 ~~and $955~~,~~865,~~758 ~~respectively,~~ in the corresponding 2011 ~~periods~~period. ~~Year-to-date~~The decrease in general and administrative expenses in 2012 ~~relate~~resulted ~~primarily~~from todecreases ~~share~~in ~~based~~insurance ~~compensation,~~coverage ~~salary~~for ~~accruals,~~our ~~insurance~~directors ~~expense~~and officers, aslegal ~~well~~expense asand ~~legal~~audit and accounting fees.

~~Depreciation,~~Well ~~Depletion,~~Related ~~Amortization~~Expenses. ~~and~~During ~~Accretion.~~the ~~Depreciation~~three months ended December 31, ~~depletion~~2012, ~~amortization~~well ~~and~~related ~~accretion~~ expenses ~~(“DD&A”)~~decreased ~~were~~to $~~710~~nil ~~and~~from $1106,~~808,~~315 ~~respectively,~~in ~~for~~ the ~~three~~comparable ~~and~~prior ~~nine~~period. ~~months~~Well ~~ended~~related ~~2012~~expenses asrelate ~~compared~~ to ~~$308~~accruals ~~and~~recorded ~~$924~~during in the ~~corresponding~~prior ~~2011~~period ~~periods. Slight increases in DDA~~ for the ~~current~~performance ~~fiscal~~of ~~period~~mechanical ~~resulted~~integrity ~~from~~tests ~~the~~on ~~depreciation~~three of our ~~property~~wellbores ~~and~~in ~~equipment~~Western ~~balances~~Colorado (Piceance Basin).

~~Interest~~Depreciation, ~~Expense~~Depletion, Amortization and Accretion. ~~During~~Depreciation, ~~the~~depletion, ~~three~~amortization and ~~nine~~accretion ~~months~~expense ~~ended~~(“DD&A”) ~~June~~was ~~30,~~$nil ~~2012,~~for ~~interest~~the ~~expenses~~three ~~were~~months ~~$1,363,095~~ended ~~and~~December $331,~~877,740,~~ ~~respectively,~~2012 as compared to $~~1,040,138~~549 ~~and $3,101,181, respectively,~~ in the corresponding 2011 ~~periods~~period. The ~~increase~~decrease in ~~interest~~DD&A ~~expense~~results ~~relates~~from ~~primarily~~the tocompletion ~~interest~~of ~~charges~~the ~~incurred~~depreciation inof ~~connection with~~ our ~~liability~~property ~~accrued~~plant toand ~~settle~~equipment ~~amounts owed to CCES~~balances.

12Interest Expense. During the quarter ended December 31, 2012, interest expense increased $347,033 to $1,505,433, as compared to $1,158,400 for the corresponding 2011 period. The increase in interest expense relates primarily to interest charges incurred in connection with our liability owed to Clear Creek Energy Services.

Other Operating Expense. During the ~~three~~quarter ~~and nine months~~ ended ~~June~~December 3031, 2012, we incurred $nil ~~and $106,315, respectively,~~ in other operating expenses. ~~related~~We toincurred ~~accrued~~$65,199 ~~liabilities~~in ~~recorded~~losses in connection with ~~three~~sales of ~~our~~marketable ~~wellbores~~securities, $61,455 in ~~the~~losses ~~Buckskin~~in ~~Mesa~~connection ~~having~~with ~~failed~~the ~~mechanical~~settlement ~~integrity~~of ~~tests.~~related Weparty doaccounts ~~not~~payable ~~consider~~and ~~this~~$171,670 ~~expense~~in togains bein ~~related~~connection towith ~~asset~~settlement ~~retirement~~of ~~obligation~~related ~~liabilities~~party ~~recorded~~accounts ~~elsewhere~~payable ~~herein. We incurred no other operating expense~~ during ~~2012 and~~ the corresponding 2011 ~~periods~~period.

Net Loss. During the quarter ended December 31, 2012, we incurred a net loss of $1,746,761 as compared to a net loss of $1,604,002 during the quarter ended December 31, 2011, as described above.

Going Concern

The report of our independent registered public accounting firm on the financial statements for the year ended September 30, ~~2011~~2012 includes an explanatory paragraph relating to the significant ~~doubt~~doubts about our ability to continue as a going concern. We have an accumulated deficit of $~~297~~301,~~964~~681,~~291~~955 and our current liabilities exceeded our current assets by $1618,~~874~~614,~~603~~449 as of ~~June~~December 3031, 2012. WeOn ~~require~~July ~~significant~~17, ~~additional~~2013, ~~funding~~the Company through its wholly-owned subsidiary Sweetpea completed the sale of its 50,000,000 shares (24.22% interest) in Falcon Australia to ~~sustain~~Falcon ~~our~~for ~~operations~~$3 million in cash and ~~satisfy~~97.86 ~~our~~million ~~contractual~~Falcon ~~obligations~~shares. ~~for~~The ~~our~~capital ~~planned~~received ~~development~~pursuant to this transaction will be utilized to sustain the operations of the Company. We are in default on certain ~~other~~ obligations. ~~Our~~There ~~ability~~are tono ~~establish~~assurances that the Company aswill abe ~~going~~able ~~concern~~to issuccessfully ~~dependent~~re-negotiate ~~upon~~its ~~our~~maturing ~~ability~~debt obligations and address outstanding other accrued liabilities with creditors. If the Company is unable to ~~obtain~~successfully ~~additional~~execute ~~funding~~these inplans, ~~order~~it may have to ~~finance~~cease ~~our~~operations ~~planned~~or further curtail operations.

Plan of Operation

~~For~~During ~~the~~fiscal ~~remainder~~2014, ofwith ~~fiscal~~our ~~2012~~Joint Venture Partner, we ~~will~~plan to focus on ~~pursuing~~executing ~~our~~and ~~applications~~implementing a strategy for our participation in exploration ~~permits~~and development efforts in the Beetaloo Basin project area located in Australia, aswhere ~~well~~we aswith ~~pursuing~~our ~~opportunities~~Joint ~~related~~Venture toPartner ~~these~~own two exploration permits inrelated ~~the~~to ~~Beetaloo~~1.5 ~~Basin~~million acres. We will continue to pursue ~~opportunities~~the togrant ~~realize~~of ~~some~~an ~~type~~additional ofpending ~~return~~permit application in ~~our~~the ~~Buckskin~~Beetaloo ~~Mesa wellbores~~Basin. In WeColorado we will continue to ~~reduce~~focus ~~operating~~on ~~costs~~a potential sale and ~~attempt~~explore toalternative ~~reduce~~financing and/~~renegotiate~~or working interest partners to further explore opportunities related to our ~~debt,~~eleven ~~accounts~~wellbores ~~payable~~in ~~and~~the ~~other~~Buckskin ~~liabilities~~Mesa.

Liquidity and Capital Resources

During our most recent quarter ended ~~June~~December 3031, 2012, our cash flows from operations were not sufficient for us to meet our operating commitments. ~~Our~~On ~~cash~~July ~~flows~~17, ~~from~~2013, ~~operations~~the ~~continue~~Company tothrough beits wholly-owned subsidiary Sweetpea completed the sale of its 50,000,000 ~~and~~shares ~~are~~(24.22% ~~expected~~interest) toin ~~continue~~Falcon Australia to ~~be,~~Falcon ~~insufficient~~for $3 million in cash and 97.86 million Falcon shares. The capital received pursuant to ~~meet~~this ~~our~~transaction ~~operating~~will ~~commitments~~be ~~throughout~~utilized to sustain the ~~remainder~~operations of the ~~fiscal~~Company ~~year~~as ~~ending~~described ~~September~~elsewhere ~~30, 2012~~herein.

Working Capital. As of ~~June~~December 3031, 2012, we had a working capital deficit of $1618,~~874~~614,~~603~~449 and unrestricted cash of $8819,~~786~~718, while at September 30, ~~2011~~2012 we had a working capital deficit of $1417,~~561~~768,~~719~~504 and cash of $6561,~~759~~018. The decreases in working capital are primarily attributable to the fact that we have no revenues from operations and continue to incur expenses. WeOur ~~do not expect our~~ working capital deficit has decreased subsequent to ~~decrease~~June or30, ~~cash~~2013 ~~balance~~as tothe ~~increase~~result inof the ~~near~~completion ~~future~~of the sale of our shares in Falcon Australia as described elsewhere herein.

Cash Flow. Net cash used in or provided by operating, investing and financing activities for the ~~nine~~three months ended ~~June~~December 3031, 2012 and 2011 were as follows:

	Nine months Ended June 30,
		Three Months Ended December 31,
	~~2012~~	2012	~~2011~~		2011
Net cash (used in) operating activities	~~$(673,610)~~	$	$(~~841~~41,~~192)~~300	)	$	(462,532	)
Net cash provided by investing activities	~~$696,637~~	$	~~$874,376~~--		$	477,143

Net Cash Used in Operating Activities. The changes in net cash used in operating activities are attributable to our net income adjusted for non-cash charges as presented in the consolidated statements of cash flows and changes in working capital as discussed above.

Net Cash Provided by Investing Activities. Net cash provided by investing activities ~~for~~decreased ~~the nine months ended June 30, 2012 was~~ $~~696~~477,~~637~~143 ~~as compared~~ to $~~874,376~~nil for the ~~nine~~three months ended ~~June~~December 3031, ~~2011.~~2012 ~~Decreases~~from ~~relate~~$477,143 toin the ~~sale~~corresponding of2011 ~~fewer shares of our remaining marketable securities at lower prices during the 2012~~ period. ~~Also~~The ~~included~~decrease in ~~net~~ cash provided by investing activities ~~for~~relates to the ~~nine~~fact ~~months~~that ~~ended~~our ~~June~~portfolio ~~30,~~of ~~2012~~marketable ~~are~~securities ~~amounts~~was ~~related~~sold toprior ~~refunds received in connection with GST taxes related~~ to the ~~sale~~current ofreporting ~~oil and gas properties in April 2010~~period.

13Net Cash Provided by Financing Activities. We received no cash from financing activities for the three months ended December 31, 2012 and 2011.

Net Cash Provided by Financing Activities. We received no cash from financing activities for the nine months ended June 30, 2012 and 2011.

Off-Balance Sheet Arrangements

We do not have off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared by management in accordance with U.S. GAAP. We refer you to the corresponding section in Part II Item 7 and the notes to the consolidated financial statements of our Annual Report on Form 10K for the year ended September 30, ~~2011~~2012 for the description of critical accounting policies and estimates.

Recently Issued Accounting Pronouncements

~~The~~Effective October 1, 2012, the Company ~~has~~concurrently ~~evaluated~~adopted ~~recent~~ASU ~~accounting~~No. ~~pronouncements~~2011-05, ~~issued~~“Presentation byof ~~the~~Comprehensive ~~FASB~~Loss,” ~~(including~~and ~~its~~ASU ~~Emerging~~No. ~~Issues~~2013-02, ~~Task~~“Reporting ~~Force)~~Amounts Reclassified Out of Accumulated Other Comprehensive Loss,” ~~the~~both ~~AICPA~~of ~~and~~which ~~the~~amend ~~SEC~~ASC ~~and~~220, we“Comprehensive ~~have~~Loss.” ~~not~~In ~~identified~~adopting ~~any~~ASU No. 2011-05, which requires that ~~would~~all ~~have~~non-owner changes in stockholders’ equity be presented in either a ~~material~~single ~~impact~~statement onof comprehensive loss or two separate but consecutive statements, the Company’s ~~financial~~added ~~position~~Consolidated orStatements ~~statements~~of Comprehensive Loss following our Consolidated Statements of Operations. The amended guidance in ASU No. 2013-02 requires entities to provide

information about the amounts reclassified out of accumulated other comprehensive income by component and to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The amended guidance does not change the current requirements for reporting net income or other comprehensive income.

In March 2013, the FASB issued ASU No. 2013-05, “Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity”. This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This standard is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are currently evaluating the impact of adopting this guidance.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Rate Risk

We ~~hold equity investments in and~~ conduct business in Australia and are subject to exchange rate risk on cash flows related to sales, expenses, financing and investment transactions. We do not currently utilize hedging contracts to protect against exchange rate risk. If our or our investee’s oil and gas operations grow, we may utilize currency exchange contracts, commodity forwards, swaps or futures contracts to manage our exposure to foreign currency exchange rate risks.

Interest Rate Risk

Interest rates on future debt offerings could be higher than current levels, causing our financing costs to increase accordingly. This could limit our ability to raise funds in debt capital markets.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

AnAs of December 31, 2012 an evaluation was performed under the supervision and with the participation of the Company’s management, including Martin B. Oring, the Company’s President and Chief Executive Officer (“CEO”), and Paul D. Maniscalco, the Company’s Principal Accounting Officer (“PAO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities and Exchange Act of 1934 ~~as of June 30, 2012. Based on this evaluation,~~ (the ~~Company’s~~“Exchange CEO and PAO concluded that the Company’s disclosure controls and procedures were effective such that the material information required to be included in the Company’s SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to the Company, including its consolidated subsidiaries, and the information required to be disclosed was accumulated and communicated to management as appropriate to allow timely decisions for disclosure.Act”))

Management’s Report on Internal Controls Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

·	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions of the company;

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

·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of December 31, 2012, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") (1992 Version) and SEC guidance on conducting such assessments. Based on that evaluation, management concluded that, during the period covered by this report, such internal controls and procedures were not effective based on the COSO criteria. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our ability to prepare accurate and timely financial statements, which are considered to be material weaknesses.

As a public company with listed equity securities, we need to comply with laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act or the Dodd-Frank Act, and related regulations of the SEC, which we would not be required to comply with as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management and will significantly increase our costs and expenses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of adequate resources so as to remain compliant with our periodic filing’s as required by the Securities and Exchange Commission; and (2) failure to perform adequate timely review of specific transactions as recorded. The aforementioned material weaknesses were identified by our management in connection with the audit of our financial statements as of September 30, 2012.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. See, “Management’s Remediation Initiatives.”

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we are in the process of formulating a plan to remediate our material weaknesses in internal controls. That plan includes the following:

In July 2013, upon the closing of a significant transaction, we believe that adequate resources are available so as to properly staff the financial reporting process. We are further studying best practices in internal controls over financial reporting and designing other internal controls to implement that will help remediate our weaknesses.

Changes in Internal Control over Financial Reporting

~~There~~Other than as described above, there have been no significant changes in our internal control over financial reporting during the ~~nine~~quarter ~~months~~ ended ~~June~~December 3031, 2012 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of ~~June~~December 3031, 2012, the Company is not a party to any legal or administrative actions or proceedings.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

See Exhibit Index.

1518

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PETROHUNTER ENERGY CORPORATION

	PETROHUNTER ENERGY CORPORATION

	By:	/s/ Martin B. Oring
		Martin B. Oring
		Chief Executive Officer

	Date: March 7, 2014

	By:	/s/ Paul D. Maniscalco
		Paul D. Maniscalco
		Principal Accounting Officer

	Date: March 7, 2014

~~By: /s/ Martin B. Oring~~ 19

Martin B. Oring

Chief Executive Officer

Date: August14, 2012

By: /s/ Paul D. Maniscalco

Paul D. Maniscalco

Principal Accounting Officer

Date: August 14, 2012

EXHIBIT INDEX

Regulation S-K Number	Exhibit
31.1	Rule 13a-14(a) Certification of Martin B. Oring
32.1	Certification of Martin B. Oring Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
101*	Financial statements from the Quarterly Report on Form 10-Q of PetroHunter Energy Corporation for the quarterly period ended June 30, 2012, formatted in XBRL: (i) the Balance Sheets; (ii) the Statements of Operations; (iii) the Statements of Cash Flows; and (iv) the Notes to Financial Statements (to be filed by amendment)
101.INS*	XBRL Instance Document (1)
101.SCH*	XBRL Taxonomy Extension (1)
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase (1)
101.DEF*	XBRL Taxonomy Extension Definition Linkbase (1)
101.LAB*	XBRL Taxonomy Extension Label Linkbase (1)
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase (1)

~~______________~~_______________________

*In(1) To ~~accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not~~ be ~~deemed to be “~~filed” ~~for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated~~ by ~~reference into any registration statement of other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing~~amendment.

17*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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