UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2009

[ ] 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: 000-25579

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

Nevada	87-0571853
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

Suite 200 – 1311 Howe Street
Vancouver, British Columbia, Canada V6Z 2P3
(Address of principal executive offices) (zip code)

604.691.1709
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark 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 (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

- 2 -

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

As of August 13, 2009, there were 39,216,965 shares of the issuer’s common stock issued and outstanding, par value $0.001.

- 3 -

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

PLURIS ENERGY GROUP INC.
(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009
(Unaudited)

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

PLURIS ENERGY GROUP INC.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS

		June 30,			December 31,
		2009			2008
		(Unaudited)

ASSETS
CURRENT ASSETS
Cash	$	1,458		$	3,750
Prepaids and deposits		22,339			26,089

		23,797			29,839

FURNITURE AND EQUIPMENT, net of depreciation of $55,795 (2008 - $53,430)		15,102			17,467

	$	38,899		$	47,306


LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	1,570,847		$	1,551,084
Share based compensation liability (Notes 9 and 11)		346,877			154,793
Convertible notes payable (Note 5)		112,500			112,500
Notes payable (Note 4)		354,176			197,313
Due to related parties (Note 7)		367,186			330,110

TOTAL LIABILITIES		2,751,586			2,345,800

COMMITMENTS AND CONTINGENCIES (Notes 1, 6, and 11)

MEZZANINE EQUITY
Preferred stock, Series B, $0.001 par value, 30,000,000 shares authorized
16,699,410 (2008 – 16,479,493 ) issued and outstanding (Note 8)		5,932,987			5,620,000

STOCKHOLDERS’ DEFICIT (Note 8)
Common stock, $0.001 par value, 250,000,000 shares authorized
39,121,965 (2008 – 36,232,931) shares issued and outstanding		39,122			36,233
Additional paid-in capital		19,516,855			19,274,772
Preferred stock, $0.001 par value, 100,000,000 shares authorized
4,600,000 issued and outstanding		4,600			4,600
Subscriptions receivable		-			(31,008	)
Private placement subscriptions proceeds		19,000			19,000
Deficit accumulated during the exploration stage		(28,225,251	)		(27,222,091	)

TOTAL STOCKHOLDERS’ DEFICIT		(8,645,674	)		(7,918,494	)

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT	$	38,899		$	47,306

The accompanying notes are an integral part of these consolidated financial statements

F-2

PLURIS ENERGY GROUP INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

		Three months			Three months			Six months			Six months			November 15,
		ended			ended			ended			ended			2001(inception)
		June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008			to June 30, 2009

EXPENSES
Depreciation		1,138			1,169			2,365			2,338			55,795
General and administrative		513			116,857			19,737			230,450			2,864,964
Impairment of fixed assets		-			-			-			-			25,285
Management and consulting fees – (Notes 7,8,9 &11)		331,411			2,355,983			857,618			2,681,325			15,488,611
Professional fees		18,964			391,101			104,981			484,492			3,017,575

LOSS FROM OPERATIONS		(352,026	)		(2,865,110	)		(984,701	)		(3,398,605	)		(21,452,230	)

OTHER ITEMS
Interest and finance fee expense (Notes 4 and 5)		(5,715	)		(31,919	)		(18,459	)		(71,129	)		(458,012	)
Loss on settlement of debt		-			-			-			-			(239,448	)
Non-recurring costs of share exchange		-			-			-			-			(417,800	)
Impairment of other investment		-			-			-			-			(150,000	)
Debt extinguishment		-			-			-			(380,744	)		(380,744	)

		(5,715	)		(31,919	)		(18,459	)		(451,873	)		(1,646,004	)

LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES		(357,741	)		(2,897,029	)		(1,003,160	)		(3,850,478	)		(23,098,234	)
INCOME TAX BENEFIT FROM CONTINUING
OPERATIONS		-			-			-			197,186			197,186
LOSS FROM CONTINUING OPERATIONS		(357,741	)		(2,897,029	)		(1,003,160	)		(3,653,292	)		(22,901,048	)

DISCONTINUED OPERATIONS (Note 2)
Results of oil and gas operations , net of income tax of
$nil, $nil, $nil, $197,186 and $197,186		-			-			-			368,810			(5,324,203	)

NET LOSS	$	(357,741	)	$	(2,897,029	)	$	(1,003,160	)	$	(3,284,482	)	$	(28,225,251	)


NET LOSS FROM CONTINUING OPERATIONS AS	$	(357,741	)	$	(2,897,029	)	$	(1,003,160	)	$	(3,653,292	)	$	(22,901,048	)
REPORTED
PREFERRED STOCK DIVIDEND (NOTE 8)		-			-			(32,987	)		-			(5,546,507	)
ACCRETION ON PREFERRED STOCK (NOTE 8)		(140,000	)		-			(280,000	)		-			(370,000	)
NET LOSS AVAILABLE TO COMMON
STOCKHOLDERS FROM CONTINUING
OPERATIONS	$	(497,741	)	$	(2,897,029	)	$	(1,316,147	)	$	(3,653,292	)	$	(28,817,555	)
INCOME (LOSS) ALLOCATED TO COMMON
STOCKHOLDERS FROM DISCONTINUED
OPERATIONS, NET OF TAX		-			-			-			368,810			(5,324,203	)

NET LOSS AVAILABLE TO COMMON
STOCKHOLDERS	$	(497,741	)	$	(2,897,029	)	$	(1,316,147	)	$	(3,284,482	)	$	(34,141,758	)

BASIC AND DILUTED NET INCOME(LOSS)
PER SHARE
Continuing operations	$	(0.01	)	$	(0.09	)	$	(0.03	)	$	(0.13	)
Discontinued operations		-			-			-			0.02
Net loss per common share	$	(0.01	)	$	(0.09	)	$	(0.03	)	$	(0.11	)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		39,028,009			30,984,737			38,522,562			29,585,564

The accompanying notes are an integral part of these interim consolidated financial statements

F-3

PLURIS ENERGY GROUP INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		Six Months			Six Months			November 15,
		ended June 30,			ended June 30,			2001(inception)
		2009			2008			to June 30, 2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations	$	(1,003,160	)	$	(3,284,482	)	$	(28,225,251	)
Adjust for (gain) loss from discontinued operations, net of tax		-			(368,810	)		5,324,203

Adjustments to reconcile net loss to net cash used in operating activities:
- depreciation		2,365			2,338			55,795
- accrued interest receivable		-			(3,345	)		(3,708	)
- accrued interest expense		17,429			75,125			294,394
- loss on settlement of debt		-			-			239,448
- accrued management fees		409,650			95,773			1,024,608
- non-recurring costs of share exchange		-			-			417,800
- stock-based compensation		316,134			2,275,738			9,580,701
- bonus expenses paid by the issuance of shares		128,225			209,548			3,109,979
- loss on write down of other investments		-			-			175,285
- debt extinguishment		-			380,744			380,744
- income tax benefit		-			197,186			(197,186	)
Changes in operating assets and liabilities
- receivable		-			936			68,711
- prepaids and deposits		3,750			(5,000	)		(49,543	)
- accounts payable		46,109			(39,468	)		2,313,829
Net cash used in continuing operations		(79,498	)		(1,067,637	)		(5,490,191	)
Net cash used in discontinued operations		-			-			(1,832,441	)
NET CASH USED IN OPERATING ACTIVITIES		(79,498	)		(1,067,637	)		(7,322,632	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment		-			-			(96,182	)
Pre-reverse acquisition advances from Petrogen Corp.		-			-			100,000
Cash acquired on reverse acquisition of Petrogen Inc.		-			-			868
Proceeds on sale of other investments		-			-			30,000
Net cash from continuing investing activities		-			-			34,686
Net cash used in discontinued investing activities		-			-			(2,618,447	)
NET CASH USED IN INVESTING ACTIVITIES		-			-			(2,583,761	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on sale of common stock including subscriptions received		14,000			351,100			6,574,874
Proceeds on sale of preferred shares, Series B		-			-			4,540
Restricted cash		-			-			(36,049	)
Proceeds from notes payable		139,434			605,000			1,126,338
Proceeds from loans payable		-			-			700,250
Debenture payable		-			-			(138,302	)
Loans receivable		-			-			925,000
Cash advances from former related parties		-			-			318,990
(Repayments) Advances from related parties		(76,228	)		95,834			432,210
NET CASH FLOWS FROM FINANCING ACTIVITIES		77,206			1,051,934			9,907,851

NET INCREASE (DECREASE) IN CASH		(2,292	)		(15,703	)		1,458
CASH, BEGINNING		3,750			25,257			-

CASH, ENDING	$	1,458		$	9,554		$	1,458
Non-cash items (notes 7, 8, 9, 10 and 11)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-		$	11,000		$	13,875
Income taxes paid	$	-		$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements

F-4

PLURIS ENERGY GROUP INC.
(An Exploration Stage Company)
(Unaudited)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM NOVEMBER 15, 2001 (DATE OF INCEPTION) TO JUNE 30, 2009

											Deficit
											Accumulated
	Common Stock				Additional						during the
	Number of				Paid-in			Obligation to			Exploration
	Shares		Amount		Capital			issue shares			Stage			Total

Stock issued for cash, November 15, 2001 (Date of Inception)	1,304,311	$	1,304	$	(1,194	)	$	-		$	-		$	110
Stock issued for cash, May 3, 2002	1,186		1		(1	)		-			-			-
Stock Issued for oil and gas property, May 20, 2002	8,893		9		(8	)		-			-			1
Stock Issued for services, June 3, 2002	28,458		28		11,972			-			-			12,000
Stock issued for cash, July 8, 2002	11,857		12		24,988			-			-			25,000
Subscriptions received for 32,000 units, August 9, 2002	-		-		-			8,000			-			8,000
Stock Issued for services, August 13, 2002	5,929		6		2,494			-			-			2,500
Stock issued for subscriptions received in prior period, October 7,
2002	3,794		4		7,996			(8,000	)		-			-
Stock issued for cash, November 26, 2002	35,572		36		29,964			-			-			30,000
Net loss for the period November 15, 2001 to December 31, 2002	-		-		-			-			(193,562	)		(193,562	)

Petrogen, Balance, December 31, 2002	1,400,000		1,400		76,211			-			(193,562	)		(115,951	)
Stock issued for acquisition costs, February 12, 2003	60,000		60		(60	)		-			-			-
Reverse acquisition of Petrogen Corp., February 12, 2003	415,658		416		7,733			-			-			7,733
Stock issued for exercise of options, March 21, 2003	200,000		200		499,800			-			-			500,000
Obligation to issue 10,000 shares	-		-		-			5,000			-			5,000
Stock-based compensation, options granted on September 10, 2003	-		-		362,230			-			-			362,230
Stock issued for exercise of options, September 29, 2003	47,000		47		63,703			-			-			63,750
Obligation to issue shares reclassification	-		-		-			(5,000	)		-			(5,000	)
Stock-based compensation, options granted on November 1, 2003	-		-		360,215			-			-			360,215
Net loss	-		-		-			-			(2,097,187	)		(2,097,187	)
Balance, December 31, 2003	2,122,658	$	2,123	$	1,369,416		$	-		$	(2,290,749	)	$	(919,210	)

The accompanying notes are an integral part of these consolidated financial statements

F-5

PLURIS ENERGY GROUP INC.
(An Exploration Stage Company)
(Unaudited)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM NOVEMBER 15, 2001 (DATE OF INCEPTION) TO JUNE 30, 2009

											Deficit
											Accumulated
	Common Stock						Additional				during
	Number of						Paid-in		Obligation to		Exploration
	Shares			Amount			Capital		issue shares		Stage			Total

Balance, December 31, 2003	2,122,658		$	2,123		$	1,369,416	$	-	$	(2,290,749	)	$	(919,210	)
Stock issued for exercise of options, January 14, 2004	40,000			40			39,960		-		-			40,000
Stock issued for exercise of options, January 20, 2004	75,000			75			75,925		-		-			76,000
Stock cancelled, January 30, 2004	(10,000	)		(10	)		10		-		-			-
Stock issued for exercise of options, February 11, 2004	329,000			329			387,171		-		-			387,500
Stock based compensation, options granted on March 4, 2004	-			-			947,550		-		-			947,550
Stock issued for exercise of options, April 30, 2004	237,000			237			425,013		-		-			425,250
Stock issued for exercise of options, May 18, 2004	50,000			50			62,450		-		-			62,500
Stock issued for exercise of options, May 21, 2004	261,920			262			327,139		-		-			327,401
Stock issued for exercise of options, June 1, 2004	4,000			4			4,996		-		-			5,000
Stock issued for exercise of options, June 16, 2004	59,000			59			73,691		-		-			73,750
Stock based compensation, options granted on March 4, 2004	-			-			176,950		-		-			176,950
Stock issued for exercise of options, August 12, 2004	200,000			200			299,800		-		-			300,000
Stock issued for settlement of debenture, August 18, 2004	586,938			587			938,514		-		-			939,101
Stock issued for cash, September 21, 2004	1,476,800			1,476			1,819,524				-			1,821,000
Stock based compensation, options granted on July 22, 2004	-			-			852,050		-		-			852,050
Stock issued for exercise of options, October 12, 2004	6,000			6			8,994		-		-			9,000
Stock issued for exercise of options, November 1, 2004	4,000			4			5,996		-		-			6,000
Stock issued for exercise of options, November 8, 2004	2,000			2			2,998		-		-			3,000
Stock-based compensation, options granted on October 1, 2004	-			-			70,100		-		-			70,100
Net loss	-			-			-		-		(4,003,722	)		(4,003,722	)

Balance, December 31, 2004	5,444,316		$	5,444		$	7,888,247	$	-	$	(6,294,471	)	$	1,599,220

The accompanying notes are an integral part of these consolidated financial statements

F-6

PLURIS ENERGY GROUP INC.
(An Exploration Stage Company)
(Unaudited)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM NOVEMBER 15, 2001 (DATE OF INCEPTION) TO JUNE 30, 2009

										Deficit
										Accumulated
	Common Stock				Additional					during
	Number of				Paid-in			Obligation to		Exploration
	Shares		Amount		Capital			issue shares		Stage			Total

Balance, December 31, 2004	5,444,316	$	5,444	$	7,888,247		$	-	$	(6,294,471	)	$	1,599,220
Stock issued for exercise of options, April 4, 2005	250,000		250		374,750			-		-			375,000
Stock issued for services, April 5, 2005	6,000		6		14,694			-		-			14,700
Stock issued for exercise of options, May 1, 2005	49,468		49		146,121			-		-			146,170
Stock issued for services, May 1, 2005	84,200		84		153,066			-		-			153,150
Stock issued for acquisition of pipeline, May 1, 2005	35,000		35		87,465			-		-			87,500
Stock issued for finders’ fees, May 1, 2005	125,680		126		(126	)		-		-			-
Stock issued for private placement, May 1, 2005	24,000		24		29,976			-		-			30,000
Stock based compensation, options granted on May 2, 2005	-		-		48,700			-		-			48,700
Stock issued for services, May 16, 2005	1,090		1		1,999			-		-			2,000
Stock issued for exercise of options, June 1, 2005	40,000		40		99,960			-		-			100,000
Stock issued for private placement, June 1, 2005	12,000		12		14,988			-		-			15,000
Stock issued for conversion of debt, June 2, 2005	47,006		47		82,213			-		-			82,260
Stock issued for services, June 2, 2005	2,100		2		3,673			-		-			3,675
Stock-based compensation, options granted on July 1, 2005	-		-		211,200			-		-			211,200
Stock issued for services, September 1, 2005	273,600		274		587,966			-		-			588,240
Stock issued for services, September 7, 2005	1,000		1		2,499			-		-			2,500
Stock issued for services, September 12, 2005	23,200		23		42,897			-		-			42,920
Stock issued for services, September 29, 2005	600		1		2,129			-		-			2,130
Stock issued for exercise of options, September 29, 2005	4,000		4		4,996			-		-			5,000
Stock issued for exercise of options, October 6, 2005	12,000		12		29,988			-		-			30,000
Stock issued for conversion of debt, October 6, 2005	10,000		10		36,490			-		-			36,500
Stock issued for conversion of debt, October 12, 2005	7,000		7		13,993			-		-			14,000

Balance carried forward	6,452,260	$	6,452	$	9,877,884		$	-	$	(6,294,471	)	$	3,589,865

The accompanying notes are an integral part of these consolidated financial statements

F-7

PLURIS ENERGY GROUP INC.
(An Exploration Stage Company)
(Unaudited)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM NOVEMBER 15, 2001 (DATE OF INCEPTION) TO JUNE 30, 2009

												Deficit
												Accumulated
	Common Stock				Additional		Obligation			Share		during
	Number of				Paid-in		to			subscriptions		Exploration
	Shares		Amount		Capital		issue shares			receivable		Stage			Total

Balance carried forward	6,452,260	$	6,452	$	9,877,884	$	-		$	-	$	(6,294,471	)	$	3,589,865
Stock issued for exercise of options, October 18, 2005	16,533		17		44,983		-			-		-			45,000
Stock issued for exercise of options, October 24, 2005	83,223		83		160,196		-			-		-			160,279
Stock issued for services, October 26, 2005	1,700		2		5,609		-			-		-			5,611
Stock issued for exercise of options, November 7, 2005	6,000		6		7,494		-			-		-			7,500
Stock issued for conversion of debt, November 7, 2005	2,383		3		7,147		-			-		-			7,150
Stock issued for services, November 7, 2005	2,380		2		7,137		-			-		-			7,139
Stock issued for conversion of debt, November 28, 2005	10,221		10		24,517		-			-		-			24,527
Beneficial conversion feature on warrants (Note 4)	-		-		245,600		-			-		-			245,600
Share purchase warrants from acquisition of working interest	-		-		18,600		-			-		-			18,600
Obligation to issue shares	-		-		-		59,250			-		-			59,250
Net loss	-		-		-		-			-		(3,065,271	)		(3,065,271	)

Balance, December 31, 2005	6,574,700		6,575		10,399,167		59,250			-		(9,359,742	)		1,105,250
Stock issued for private placement, January 24, 2006	202,467		202		349,298		-			-		-			349,500
Stock issued for debt settlement, January 24, 2006	38,328		38		105,363		-			-		-			105,401
Stock issued for services, January 24, 2006	106,000		106		291,394		-			-		-			291,500
Stock issued for private placement, January 26, 2006	340,000		340		424,660		-			-		-			425,000
Stock issued for warrants, January 26, 2006	89,507		90		201,300		-			-		-			201,390
Stock issued for termination agreement, January 26, 2006	15,000		15		59,235		(59,250	)		-		-			-
Stock issued for debt settlement, January 26, 2006	4,444		4		12,218		-			-		-			12,222
Stock issued for services, January 26, 2006	7,000		7		18,893		-			-		-			18,900
Stock issued for private placement, February, 2006	17,416		18		43,522		-			-		-			43,540

Balance carried forward	7,394,862	$	7,395	$	11,905,050	$	-		$	-	$	(9,359,742	)	$	2,552,703

The accompanying notes are an integral part of these consolidated financial statements

F-8

PLURIS ENERGY GROUP INC.
(An Exploration Stage Company)
(Unaudited)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM NOVEMBER 15, 2001 (DATE OF INCEPTION) TO JUNE 30, 2009

												Deficit
												Accumulated
	Common Stock				Additional		Obligation		Share			during
	Number of				Paid-in		to issue		subscriptions			Exploration
	Shares		Amount		Capital		shares		receivable			Stage			Total

Balance carried forward	7,394,862	$	7,395	$	11,905,050	$	-	$	-		$	(9,359,742	)	$	2,552,703
Stock issued for services, February 9, 2006	100		-		1,350		-		-			-			1,350
Escrow stock issued March 1, 2006	6,000,000		6,000		24,000		-		-			-			30,000
Stock issued for exercise of options, March 7, 2006	140,000		140		413,260		-		-			-			413,400
Stock issued for exercise of options, April 17, 2006	86,060		86		142,638		-		-			-			142,724
Stock issued for exercise of options, April 26, 2006	6,000		6		7,494		-		-			-			7,500
Stock issued for debt settlement, June 28, 2006	22,500		23		44,977		-		-			-			45,000
Stock issued for private placement, August 9, 2006	12,525		12		30,210		-		-			-			30,222
Stock issued for exercise of options, September 22, 2006	1,000,000		1,000		559,001		-		-			-			560,001
Stock issued for private placement, December 29, 2006	2,040,397		2,040		725,952		-		(25,000	)		-			702,992
Stock issued for warrants, December 29, 2006	106,667		107		239,893		-		-			-			240,000
Stock issued for debt settlement, December 29, 2006	30,123		30		21,433		-		-			-			21,463
Stock issued for services, December 29, 2006	50,000		50		18,850		-		-			-			18,900
Beneficial conversion feature on loan payable	-		-		626,250		-		-			-			626,250
Net loss	-		-		-		-		-			(5,707,701	)		(5,707,701	)

Balance, December 31, 2006	16,889,234		16,889		14,760,358		-		(25,000	)		(15,067,443	)		(315,196	)
Received subscription receivable, January 23, 2007	-		-		-		-		25,000			-			25,000
Stock issued for note interest, March 14, 2007	54,955		55		21,570		-		-			-			21,625
Stock issued for note interest, May 7, 2007	27,743		28		20,571		-		-			-			20,599
Stock issued for note conversion, May 7, 2007	1,375,000		1,375		273,625		-		-			-			275,000

Balance carried forward	18,346,932	$	18,347	$	15,076,124	$	-	$	-		$	(15,067,443	)	$	27,028

The accompanying notes are an integral part of these consolidated financial statements

F-9

PLURIS ENERGY GROUP INC.
(An Exploration Stage Company)
(Unaudited)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM NOVEMBER 15, 2001 (DATE OF INCEPTION) TO JUNE 30, 2009

	Common Stock
														Deficit
										Private				Accumulated			Total
					Additional					placement		Share		during			Stockholders’
	Number of				Paid-in		Preferred			subscriptions		subscriptions		Exploration			Equity
	Shares		Amount		Capital		Shares			proceeds		receivable		Stage			(Deficit)

Balance carried forward	18,346,932	$	18,347	$	15,076,124	$	-		$	-	$	-	$	(15,067,443	)	$	27,028
Issued 4,800,000 shares of preferred stock			-		-		4,800			-		-		-			4,800
Stock issued for private placement, June 15, 2007	347,000		347		173,153		-			-		-		-			173,500
Stock issued for debt, June 15, 2007	207,733		208		72,499		-			-		-		-			72,707
Stock issued for note conversion, June 25, 2007	1,375,000		1,375		273,625		-			-		-		-			275,000
Stock issued for private placement, June 28, 2007	1,684,000		1,684		419,316		-			-		-		-			421,000
Stock issued for exercise of options, August 14, 2007	900,000		900		314,100		-			-		-		-			315,000
Stock issued for services, September 10, 2007	100,000		100		56,900		-			-		-		-			57,000
Cancelled 200,000 shares of preferred stock			-		200		(200	)		-		-		-			-
Stock issued for note conversion, September 26, 2007	375,000		375		74,625		-			-		-		-			75,000
Stock issued for note interest, September 26, 2007	7,574		7		3,576		-			-		-		-			3,583
Stock issued for private placement, September 28, 2007	731,429		732		199,268		-			-		-		-			200,000
Stock issued for exercise of options for cash, October 16, 2007	100,000		100		24,900		-			-		-		-			25,000
Stock issued for exercise of options, November 26, 2007	132,822		133		55,137		-			-		-		-			55,270
Stock issued for exercise of options, December 14, 2007	2,575,000		2,575		1,279,925		-			-		-		-			1,282,500
Stock issued for exercise of warrants, December 14, 2007	878,876		879		438,559		-			-		-		-			439,438
Stock issued for private placement, December 14, 2007	224,000		224		84,676		-			-		-		-			84,900
Stock issued for exercise of options for cash, December 14,	50,000		50		24,950		-			-		-		-			25,000
2007
Stock issued for debt, December 14, 2007	124,458		124		149,226		-			-		-		-			149,350
Stock-based compensation	-		-		1,578,806		-			-		-		-			1,578,806
Private placement subscription proceeds	-		-		-		-			102,520		-		-			102,520
Net loss	-		-		-		-			-		-		(7,505,227	)		(7,505,227	)

Balance, December 31, 2007	28,159,824	$	28,160	$	20,299,565	$	4,600		$	102,520	$	-	$	(22,572,670	)	$	(2,137,825	)

The accompanying notes are an integral part of these consolidated financial statements

F-10

PLURIS ENERGY GROUP INC.
(An Exploration Stage Company)
(Unaudited)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM NOVEMBER 15, 2001 (DATE OF INCEPTION) TO JUNE 30, 2009

	Common Stock
																Deficit
										Private						Accumulated			Total
					Additional					placement			Share			during			Stockholders’
	Number of				Paid-in			Preferred		subscriptions			subscriptions			Exploration			Equity
	Shares		Amount		Capital			Shares		proceeds			receivable			Stage			(Deficit)

Balance carried forward	28,159,824	$	28,160	$	20,299,565		$	4,600	$	102,520		$	-		$	(22,572,670	)	$	(2,137,825	)
Stock issued for private placement, March 28, 2008	454,567		455		161,566			-		(102,520	)		-			-			59,501
Stock issued for private placement, March 31, 2008	577,200		577		145,973			-		-			-			-			146,550
Stock issued for conversion of notes payable, March 31, 2008	1,333,928		1,334		732,327			-		-			-			-			733,661
Recognition of equity portion of convertible notes,	-		-		113,958			-		-			-			-			113,958
March 31, 2008
Stock issued for exercise of options, March 31, 2008	87,500		88		43,662			-		-			(31,008	)		-			12,742
Stock issued for exercise of options, June 5, 2008	100,000		100		49,900			-		-			-			-			50,000
Stock issued for bonus award, June 5, 2008	272,000		272		67,728			-		-			-			-			68,000
Stock issued for private placement, June 5, 2008	915,383		915		286,185			-		-			-			-			287,100
Stock issued for finder’s fees, June 5, 2008	36,400		36		9,064			-		-			-			-			9,100
Stock issued for services, June 24, 2008	60,000		60		14,340			-		-			-			-			14,400
Stock issued for bonus award, June 30, 2008	160,000		160		53,440			-		-			-			-			53,600
Stock issued for bonus award, July 1, 2008	150,000		150		74,850			-		-			-			-			75,000
Stock issued for bonus award, July 8, 2008	250,000		250		59,750			-		-			-			-			60,000
Stock issued for private placement, July 30, 2008	1,557,500		1,558		387,818			-		-			-			-			389,376
Stock issued for debt settlement, August 8, 2008	30,000		30		9,970			-		-			-			-			10,000
Stock issued for private placement, August 25, 2008	490,000		490		139,510			-		-			-			-			140,000
Stock issued for private placement, September 3, 2008	100,000		100		24,900			-		-			-			-			25,000
Stock issued for private placement, October 7, 2008	333,333		333		99,667			-		-			-			-			100,000
Stock issued for bonus award, October 7, 2008	100,000		100		25,900			-		-			-			-			26,000
Stock issued for debt settlement, October 20, 2008	1,065,296		1,065		254,603			-		-			-			-			255,668
Stock-based compensation	-		-		1,795,366			-		-			-			-			1,795,366
Private placement subscription proceeds	-		-		-			-		19,000			-			-			19,000
Net loss	-		-		-			-		-			-			(4,649,421	)		(4,649,421	)
Revaluation of SARs	-		-		45,437			-		-			-			-			45,437
Exercise of SARs	-		-		(17,187	)		-		-			-			-			(17,187	)
Dividend on Series B Preferred Stock	-		-		(5,513,520	)		-		-			-			-			(5,513,520	)
Accretion of Series B Preferred Stock	-		-		(90,000	)		-		-			-			-			(90,000	)

Balance, December 31, 2008	36,232,931	$	36,233	$	19,274,772		$	4,600	$	19,000		$	( 31,008	)	$	(27,222,091	)	$	(7,918,494	)

The accompanying notes are an integral part of these consolidated financial statements

F-11

PLURIS ENERGY GROUP INC.
(An Exploration Stage Company)
(Unaudited)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM NOVEMBER 15, 2001 (DATE OF INCEPTION) TO JUNE 30, 2009

	Common Stock
															Deficit
										Private					Accumulated			Total
					Additional					placement		Share			during			Stockholders’
	Number of				Paid-in			Preferred		subscriptions		subscriptions			Exploration			Equity
	Shares		Amount		Capital			Shares		proceeds		receivable			Stage			(Deficit)

Balance carried forward	36,232,931	$	36,233	$	19,274,772		$	4,600	$	19,000	$	( 31,008	)	$	(27,222,091	)	$	(7,918,494	)
Stock issued for bonus award, January 14, 2009 (Note 8(i))	1,115,000		1,115		127,110			-		-		-			-			128,225
Stock issued for debt settlement, February 13, 2009 (Note 8(ii))	1,421,617		1,422		257,274			-		-		-			-			258,696
Stock issued for private placement, February 13, 2009 (Note 8)	20,000		20		4,980			-		-		-			-			5,000
Stock issued for debt settlement, February 18, 2009 (Note 8(iii)	219,917		220		32,768			-		-		-			-			32,988
Share subscriptions receivable offset against consulting fees payable	-		-		-			-		-		31,008			-			31,008
Stock issued for private placement, June 15, 2009 (Note 8)	112,500		112		8,888													9,000
Stock-based compensation (Note 11)	-		-		124,050			-		-		-			-			124,050
Net loss	-		-		-			-		-		-			(1,003,160	)		(1,003,160	)
Dividend on Series B Preferred Stock (Note 8)	-		-		(32,987	)		-		-		-			-			(32,987	)
Accretion of Series B Preferred Stock (Note 8)	-		-		(280,000	)		-		-		-			-			(280,000	)

Balance, June 30, 2009	39,121,965	$	39,122	$	19,516,855		$	4,600	$	19,000	$	-		$	(28,225,251	)	$	(8,645,674	)

The accompanying notes are an integral part of these consolidated financial statements

F-12

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS, GOING CONCERN AND BASIS OF PRESENTATION

Pluris Energy Group Inc. (the “Company” or “Pluris”) was incorporated in the State of Nevada. Its current mandate is to become an international oil and gas company engaged in the acquisition of producing oil and gas assets in Argentina. Pluris is currently positioned with three acquisition opportunities representing over 430,000 net acres of producing oil and gas assets situated within three Argentine hydrocarbon regions.

During the third quarter of 2006, the Company changed its principal focus to the acquisition and development of oil and gas properties in Argentina. In August 2006, the Company entered into an agreement to purchase all the issued and outstanding shares of San Enrique Petrolera, S.A. (“SEPSA”), incorporated under the laws of Argentina. Refer to Note 6. As a result of the geographic change in the Company’s focus, the Company’s USA properties have been disposed of and accordingly have been classified as discontinued operations since December 31, 2006. Refer to Note 2.

In November 2007, the Company entered into a Letter of Intent agreement with Clear S.R.L., of Comodoro Rivadavia, Argentina ("Clear"), whereby the Company retains the exclusive right to purchase and develop up to 100% of Clear's 186,000 square kilometer Cerro Negro concession, Chubut Province, Golfo San Jorge Basin, Argentina ("Cerro Negro"). Refer to Note 6.

In December 2007, the Company entered into a Letter of Intent agreement to acquire 100% of the shares of a Buenos Aires, Argentina based oil development and production company which hold leasehold assets primarily located in the Neuquén Basin, Rio Negro Province, Argentina. Refer to Note 6.

On July 1, 2008, the Company incorporated a subsidiary Pluris Sarmiento Petroleo SA, a private Argentine corporation for the purpose of effecting the Company's acquisition of the Cerro Negro concession. Refer to Note 6.

As at June 30, 2009, the Company has a working capital deficiency of $2,727,789 and has realized significant losses to date. The Company’s continuance of operations is contingent on raising additional capital, settling its outstanding debts and on the future acquisition and successful development of oil and gas properties. Accordingly, these factors raise substantial doubt about the Company’s ability to continue as a going concern. Production revenue, advances from certain significant shareholders and funding from private placements will form the primary source of short-term funding for the Company during the next twelve months, which is estimated at $42,410,000, primarily for oil and gas exploration and development expenses and holding costs. The continuation of the Company is dependent upon the continuing financial support of stockholders

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2008 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal and recurring adjustments have been made. Operating results for the six months ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

Recently Adopted and Recently Issued Accounting Standards

On January 1, 2009, we adopted FASB Statement No. 157, Fair Value Measurement (“SFAS 157”), as it relates to nonfinancial assets and nonfinancial liabilities that are not recognized or disclosed at fair value in the financial statements on at least an annual basis. SFAS 157 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions. The adoption of SFAS 157, as it relates to nonfinancial assets and nonfinancial liabilities, had no impact on the consolidated financial statements. The provisions of SFAS 157 will be applied at such time a fair value measurement of a nonfinancial asset or nonfinancial liability is required, which may result in a fair value that is materially different than would have been calculated prior to the adoption of SFAS 157. On January 1, 2008 we elected to implement this Statement with the one-year

F-13

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

deferral. The adoption of SFAS No. 157 did not have a material impact on our financial position, results of operations or cash flows. Beginning January 1, 2009, we will adopt the provisions for non-financial assets and non-financial liabilities that are not required or permitted to be measured at fair value on a recurring basis. We are in the process of evaluating this standard in our consolidated financial statements for our fiscal year ended December 31, 2009

On January 1, 2009, we adopted FASB Statement No. 141 (Revised 2007) Business Combinations (“SFAS 141(R)”) and Statement No. 160 Noncontrolling Interests in Consolidated Financial Statements (“SFAS 160”). The new standards represent the completion of the FASB’s first major joint project with the International Accounting Standards Board (IASB) and are intended to improve, simplify and converge internationally the accounting for business combinations and the reporting of noncontrolling interests (formerly minority interests) in consolidated financial statements. The effect of adoption will generally be prospectively applied to transactions completed after the end of our 2008 fiscal year, although the new presentation and disclosure requirements for pre-existing noncontrolling interests will be retrospectively applied to all prior-period financial information presented. The impact of SFAS 141(R) and SFAS 160 on our consolidated financial statements is dependent upon acquisitions entered into by the Company after January 1, 2009. The Company has reached the conclusion that, this will have no impact on its consolidated financial statements.

On January 1, 2009, we adopted FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”), an amendment of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 161 requires entities to provide greater transparency in derivative disclosures by requiring qualitative disclosure about objectives and strategies for using derivatives and quantitative disclosures about fair value amounts of gains and losses on derivative instruments. The adoption of SFAS 161 had no impact on the consolidated financial statements. We do not believe the adoption of FAS 161 will have a material impact on the disclosures in our consolidated financial statements.

In April 2009, the FASB issued FASB Staff Position FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 enhance consistency in financial reporting by increasing the frequency of fair value disclosures. This FSP relates to fair value disclosures for any financial instruments that are not currently reflected in a company’s balance sheet at fair value. Prior to the effective date of this FSP, fair values for these assets and liabilities were only disclosed once a year. This FSP will now require these disclosures to be made on a quarterly basis. FSP FAS 107-1 and APB 28-1 became effective for us on June 30, 2009. Adoption of these requirements did not have a material impact upon the Company’s financial statements.

In May 2009, the FASB issued Statement No. 165, Subsequent Events (“SFAS 165”), to be effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not materially change the existing guidance but introduces the concept of financial statements being available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether the date represents the date the financial statements were issued or were “available to be issued”. This disclosure is intended to alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. SFAS 165 became effective for us on June 30, 2009 and the adoption did not have an impact on our consolidated financial statements.

In June 2009, the FASB issued Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“SFAS 168”), which amends SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS 168 will become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date, SFAS 168 will supersede all then existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in SFAS 168 will become non-authoritative. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We are currently assessing the impact SFAS 168 will have on our consolidated financial statements and disclosures

F-14

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 2 – PROPERTY HELD FOR SALE

		December 31,			Incurred in			December 31.			Incurred in		June 30,
		2007			the period			2008			the period		2009
Oil and Gas Properties, Unproved
Acquisition costs	$	368,146		$	-		$	368,146		$	-	$	368,146
Exploration costs		2,680,137			-			2,680,137			-		2,680,137
		3,048,283			-			3,048,283			-		3,048,283
Less accumulated depletion and impairment		(2,969,166	)		-			(2,969,166	)		-		(2,969,166	)
Less disposition of property		-			(79,117	)		(79,117	)		-		(79,117	)

	$	79,117		$	(79,117	)	$	-		$	-	$	-

Following a period of poor financial performance and continued losses on its United States oil and gas operations, the Company commenced a process to sell its United States oil and gas properties. Accordingly, the results of US oil and gas operations were classified as discontinued operations in the consolidated statements of operations and the assets were classified on the consolidated balance sheets as property held for sale. The consolidated statements of cash flows for the six months ended June 30, 2009 and 2008 and from November 15, 2001 (inception) to June 30, 2009 for operating activities and investing activities have been separated between continuing and discontinued operations.

The results from discontinued operations are summarized as follows:

		Six Months		Six Months		November 15, 2001
		ended June		ended June		(Inception) to
		30, 2009		30, 2008		June 30, 2009

Revenue - gas sales	$	-	$	-	$	542,632

Operating Expenses
Depletion		-		-		25,643
Financing fees		-		-		871,850
Lease operating expenses		-		-		342,486
Impairment of oil and gas properties		-		-		2,943,524
General and administrative		-		-		2,052,142

						6,235,645

Net Operating Loss		-		-		(5,693,013	)
Gain on dissolution of United States subsidiary, net of tax		-		368,810		368,810

Results of oil and gas operations	$	-	$	368,810	$	(5,324,203	)

On April 8, 2008, pursuant to the assignment of Petrogen’s assets, the Company’s US subsidiary, Petrogen was wound-up and dissolved through filing for dissolution with the Colorado Secretary of State. All outstanding financial obligations, security interest liens, subordinate security interests, other subordinate liens and/or outstanding amounts invoiced to and/or held over Petrogen, if any, by third party creditors of Petrogen, have been fully discharged and terminated as of January 8, 2008, resulting in the wind-up being completed with no further outstanding financial obligations. The Company has recognized $368,810 gain (net of tax of $197,186) on write-off of payables arising from the settlement and dissolution of Petrogen and all of its outstanding financial obligations.

NOTE 3 – SHARE SUBSCRIPTION RECEIVABLE

During 2008, the Company received an unsecured promissory note receivable for $27,563 bearing 12.5% per annum interest and due on December 31, 2008. At December 31, 2008, interest accrued amounted to $3,445 for total share subscription receivable of $31,008 and has been recorded as a reduction to equity. The share subscription receivable arose from the exercise of 87,500 stock options at $0.50 per share. During the six-month period ended June 30, 2009, the Company offset the total share subscription receivable of $31,008 against accrued consulting fees to the note holder which was equivalent to the fair value of the services performed.

F-15

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 4 – NOTES PAYABLE

Balance, December 31, 2008	$	197,313
Notes issued		139,434
Accrued interest at 12.5%		17,429

Balance, June 30, 2009	$	354,176

The notes payable are unsecured, due on demand and bear simple interest at 12.5% due in full at inception of the note payable.

On July 30, 2008, the Company entered into a private placement agreement with a private company that provides services to the Company of a director and officer of the Company for 1,557,500 units at $0.25 per unit for total proceeds of $389,375, with each unit consisting of one common share and one common share purchase warrant, with each common share purchase warrant exercisable at $0.50 per common share for a period of 2 years from the date of issuance. The private placement agreement was entered into by the Company in settlement of $389,375 notes payable to a company which the director and officer is able to exercise significant influence over and assigned the notes payable to the private company that provides services to the Company of a director and officer of the Company.

For the year ended December 31, 2008 the Company had notes payable outstanding totaling $197,313 including interest of $21,924, which are unsecured, due on demand, and bear simple interest at 12.5% . During 2008, the Company issued an additional seven promissory notes for $681,500 with the same terms as the previous notes, accrued $85,188 interest on those notes, and then amended six of the promissory notes totaling $579,375 including simple interest of $64,375 to include conversion terms.

During the six months ended June 30, 2009, the Company issued four promissory notes for $139,434 which are unsecured, due on demand, and bear simple interest of 12.5% due in full at inception of the notes. $17,429 in interest has been recorded on the notes. As at June 30, 2009 the total notes payable outstanding are $354,176 (including interest of $39,353).

Subsequent to June 30, 2009, there were two additional note payable issuances. The first issuance occurred on July 8, 2009 for $17,500 while the second issuance occurred on August 11, 2009 for $17,500. Both notes were issued with the same terms as the previous notes issued.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

On March 28, 2008 (the “Amendment Date”), the Company entered into an Amendment Agreement (the “Promissory Note Amendment Agreement”) whereby terms of six promissory notes totaling $579,375 including accrued interest of $64,375 were amended providing for conversion rights into units (“Units”) of the Company for all of or portions of the principal and accrued interest. The Notes are convertible at $0.35 where each Unit is comprised of one common share and one common share purchase warrant. Each share purchase warrant is exercisable commencing 90 days subsequent to the date of the conversion for a period of two years from the date of conversion at an exercise price of $0.70 per warrant. The Company estimated the fair value of the amended convertible notes by comparing the carrying value of the old notes with the value of the shares and warrants underlying the new convertible notes. Management determined that the interest rate approximated the true market rate at the time. The common shares were valued using the quoted market value of the Company’s common share on the amendment date while the warrants were valued using the Black-Scholes valuation model. The Company estimated the fair value of the share purchase warrants granted to be $266,786 by applying the fair value method using the Black-Scholes option pricing model using an expected life of two years, exercise price of $0.70, a risk-free interest rate of 1.75% and an expected volatility of 128%. The excess of the total fair value of consideration and the fair value of the debt was $380,744 and has been accounted for as a loss on extinguishment in the Consolidated Statement of Operations for the year ended December 31, 2008.

As at June 30, 2009, the balance of convertible notes payable is $112,500 (2008: $112,500) (including interest of $12,500) (2008: $12,500).

F-16

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 6 – ACQUISITIONS

SAN ENRIQUE PETROLERA S.A.

On August 18, 2006, the Company entered into a share purchase agreement (“SPA”) with four individuals to purchase all the issued and outstanding shares of San Enrique Petrolera, S.A. (“SEPSA”), incorporated under the laws of Argentina. SEPSA’s interests include five hydrocarbon producing properties located in three of Argentina’s five oil and gas producing basins. In order to secure the rights to purchase SEPSA, an Escrow Agreement (the “Escrow”) was entered into between the Company, SEPSA and Deutsche Bank Trust Company Americas, New York (“DB”), whereby the Company issued a $3,225,000 convertible, non-retractable redeemable unsecured bond (the “Bond”) in the name of Pluris Energy Group Inc., which has been placed into the Escrow at DB. Terms of the Escrow stipulate certain conversion provisions of the Bond predicated upon the performance of both SEPSA and the Company. In the event that the Bond is transferred from the Company to SEPSA, SEPSA will retain certain privileges of Bond conversion into common shares of the Company at prices ranging from $3.25 per common share to $9.25 per common share. The Bond is due in five years time at an interest rate of LIBOR plus 5%, with a floor of 10.5% and a ceiling of 13%. Interest on the Bond can be paid in common share equity of the Company at the Company’s discretion. This Bond will not be considered issued and outstanding for accounting purposes until such time as the Bond is transferred to SEPSA.

One of the five properties owned by SEPSA, known as Tierra Del Fuego (“TDF”) is the subject of a Joint Venture agreement (the “JV”) with four other JV participants, each of which possesses a Right of First Refusal (the “ROFR”) to purchase SEPSA’s interest in TDF under a “match or pass” status. In October of 2006, SEPSA provided the four JV participants to TDF, notification of the Company having won the bid to purchase SEPSA, and under such notification, those JV participants were provided with 30 days to match the Company’s allocation on the TDF property, or pass on their ROFR, thereafter enabling the Company to complete its acquisition of SEPSA, inclusive of all or part of SEPSA’s interests in the TDF property. Prior to the end of that 30 day notification period, two of the four JV participants commenced proceedings against SEPSA in the Argentine Commercial Courts seeking intermediary action pursuant to their rights under the terms of the JV’s ROFR. On March 22, 2007 the Company was advised by SEPSA that as an outcome to those proceedings, two injunctions were imposed by the Argentina National Commercial Court of Appeals on behalf of Apco Argentina Inc. (“Apco”) and Antrim Energy Inc. (“Antrim”) prohibiting the sale of SEPSA’s shares to the Company until such time as the ROFR issues between SEPSA, Apco and Antrim are resolved.

As a result of the injunctions imposed by Apco and Antrim, based upon the confirmation by the National Commercial Court of Appeals of the injunctions, on April 23, 2007, the Company informed SEPSA’s shareholders that they should abstain from selling or disposing in any manner to any third party any of the Shares that SEPSA have undertaken to sell to the Company under the terms of the SPA and that SEPSA should abstain from disposing any of the assets it owned at the time the SPA was signed. In response, SEPSA informed the Company of its unilateral repudiation of the SPA, stating that as an effect of the injunctions imposed by Apco and Antrim, the SPA could be terminated. The Company maintains that the terms of the SPA clearly stipulate that any dispute arising under the SPA must be mutually addressed between the Company and SEPSA through the International Chamber of Commerce, Paris, France. Therefore, the Company commenced an arbitral action against SEPSA through The Secretariat of the Court, International Court of Arbitration, International Chamber of Commerce, Paris, France (the “ICC”), requesting the ICC to enforce SEPSA’s obligations under the terms agreed upon in the SPA and to sell 100% of the shares of SEPSA and that their other obligations set forth under the SPA are in full force and effect and to award damages incurred by the Company. In December 2007, SEPSA and the Company completed the execution of Terms of Reference (the “TOR”), whereby under the TOR, SEPSA and the Company mandated to the ICC the specific issues that the ICC should address related to both parties complaints and to what issues the ICC should make declarations under pursuant to the arbitral proceedings between SEPSA and the Company. Under the TOR, there is a specific schedule that has been agreed upon between SEPSA, the Company and the ICC, whereby the Company and SEPSA must submit to the ICC, specific requested materials at specific dates in order to move the arbitral process towards a conclusion. As at the December 31, 2007, both SEPSA and the Company had filed their respective offerings of evidence related to their specific claims and the parties were awaiting a reply from the ICC arbitral tribunal as to what evidence that has been offered by both parties will be accepted by the tribunal. Subsequent to the TOR being agreed upon by the parties, the ICC requested from both the Company and SEPSA an amount of US$150,000 each, for payment towards the costs associated on behalf of the ICC for the continuation of the arbitral proceedings. In that regard, due to SEPSA’s refusal to make said payment to the ICC as noted, the Company’s Argentine litigation council advised that the Company should pay the portion requested of SEPSA to ensure continuation of the arbitral proceedings; therefore, the Company made a total payment to the ICC in the amount of $300,000 during the nine-month period ended September 30, 2008 and recorded this to professional fees for costs associated on behalf of the ICC for the continuation of the arbitral proceedings. During the six-month period ended June 30, 2008, the Company and SEPSA attended a hearing at the request of and before the ICC tribunal

F-17

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 6 – ACQUISITIONS (CONTINUED)

SAN ENRIQUE PETROLERA S.A. (CONTINUED)

whereby both parties and the ICC tribunal agreed to move towards the ICC tribunal making a preliminary determination related to the arbitral dispute between the Company and SEPSA in the form of a partial damages award.

The Company agreed to attend a formal hearing before the ICC tribunal during May 2008, where certain officers and representatives of the Company were interviewed by the ICC tribunal and the Company was able to comment to the ICC tribunal about the Company’s position related to the unresolved matters between the Company and SEPSA. Subsequent to the hearings, the ICC requested the Company to submit to the ICC, its closing arguments related to the arbitration within a specified period of time. The Company has claimed damages in the form of loss of revenue from July 1, 2006 through to the current date; loss of business opportunity related to increases to the values of assets owned and/or controlled by SEPSA and loss of-out-of-pocket expenses from the inception of the Company’s efforts to win the bid and complete the acquisition of SEPSA. SEPSA has filed a counter-claim for recovery of legal expenses and translation fees incurred to date related to the dispute between it and the Company. There is no determination as to the length of time necessary for the ICC to make any final renderings pursuant to the arbitral proceedings between the Company and SEPSA and whether or not any awards for damages will be made by the ICC and, further; there is no determination as to what the outcome of any potential final determinations made be the ICC related to damages awards may be.

In January 2009, the Company received a partial award from the ICC as the result of the binding arbitration action. The rendering by the ICC binding the parties to the award determines the SPA entered into between the Company and SEPSA on August 18, 2006 is terminated retroactively to October 31, 2006. It further determines that the SPA's early termination was seventy percent (70%) the responsibility of SEPSA and thirty percent (30%) the responsibility of the Company. The Company will support its final damages submission to the ICC through third party valuations evidencing the substantiation of the overall damages suffered by the Company as a result of it losing the business opportunity related to its planned acquisition of SEPSA. The ICC has informed the Company and SEPSA the final damages award rendering would be made by March 31, 2009. However, the Company, SEPSA and the arbitration tribunal have agreed that in order for the ICC to be in a position to facilitate the rendering of a final damages award, an extensive amount of evidence must be produced by SEPSA, and by the Company through an third party valuation report substantiating the Company’s damages, all evidence of which must thereafter be submitted to the arbitration tribunal for their analysis in order for them to conclude upon any final damages award being rendered. On this basis, there is no determination as to the length of time necessary for the ICC to render a final damages award.

As of the date of this filing, the Company has been advised by the ICC tribunal that Price Waterhouse Coopers has been appointed as expert witness. The expert witness will receive from the tribunal a final list of assessment criteria to be utilized to undertake its assessment of damages. There is no determination as to the length of time necessary for the ICC to render its final damages award and, in that regard; the Company has no insight into what the final damages award may comprise.

CLEAR S.R.L.

In November 2007, the Company entered into a Letter of Intent agreement (“LOI”) with Clear S.R.L. ("Clear")., whereby the Company acquires the exclusive right to purchase and develop up to 100% of Clear's 186 square kilometer Cerro Negro concession, Chubut Province, Golfo San Jorge Basin, Argentina ("Cerro Negro" or “the Concession”). Under the terms of the agreement between Clear and the Company, the Company has the right to purchase Cerro Negro subject to the satisfactory outcome of due diligence related to Cerro Negro performed by the Company, which includes commercial, financial, geologic, geophysical and petroleum engineering analysis. During the nine months ended September 30, 2008, the Company satisfactorily completed the due diligence and in collaboration with Clear, has moved into the final negotiations related to the drafting of a mutually agreeable Purchase and Sale Agreement (the “PSA”) Upon closing of the PSA, the Company will have a specified period of time pursuant to the terms of the PSA to complete the acquisition of Cerro Negro and will immediately thereafter commence drilling, development and expansion of Cerro Negro.

In connection with the purchase and development of Clear’s Cerro Negro concession, the Company’ subsidiary, Pluris, BVI, issued a $840,000 convertible, non-retractable redeemable unsecured bond (the “CN Security Bond”), held by a third party in trust on behalf of Clear and the Company as a security instrument pursuant to the terms of the LOI. Terms under the LOI pursuant to the CN Security Bond stipulate that in the event that the Company does not perform according to the LOI terms, the CN Security Bond will be transferred to Clear. The CN Security Bond may be converted into common shares of the Company at prices ranging from $3.25 per common share to $9.25 per common share.

F-18

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 6 – ACQUISITIONS (CONTINUED)

CLEAR S.R.L.

The CN Security Bond’s maturity date is September 30, 2011 and the interest rate is LIBOR plus 5%, with a floor of 10.5% and a ceiling of 13%. Interest under the CN Security Bond can be converted into common shares of the Company at its discretion. At September 30, 2008 the Company maintains ownership of the Bond. The CN Security Bond will not be considered issued and outstanding for accounting purposes until such time as the CN Security Bond is transferred to Clear. Completion of the Cerro Negro acquisition by the Company is subject to agreement on final terms of the PSA being reached by Clear and the Company and the Company raising the funds necessary to complete the transaction.

The Company also entered into an Assignment Agreement dated July 4, 2008 (the "Agreement") with Clear to purchase 75% of Clear’s operating exploration and exploitation rights in the Cerro Negro oil and gas concession located in the Chubut Province, Argentina (the "Concession"). In consideration of the assignment of rights in the Concession, the Company agreed to pay a total of $21,000,000 cash, payable in installments as set out in the Agreement and issue Clear an aggregate of 3,000,000 shares of the Company’s common stock issuable in installments as set out in the Agreement. The Concession is valid for a term expiring on December 1, 2025 and is renewable for a five-year period.

Conditions for the Company and Clear (the “Parties”) of closing the agreement are as follows:

i.	the Parties must obtain consent for the assignment of Clear's interest in the Concession from Petrominera Chubut S.E.;

ii.	the Parties must undertake their best efforts to enter into a joint operating agreement to govern the operations on the Concession pursuant to which Company or its nominee will be the operator on the property; and

iii.	the Company must have obtained a bank guarantee, guaranteeing the installments owed under the Agreement.

The parties agreed to close the transaction no later than 150 days from the execution date (the "Closing Date") and the Company agreed to undertake its best efforts to close within 90 days of the execution date of the Agreement. In the event closing does not occur by the Closing Date, and the Parties have not extended the term of the agreement on a mutual basis, the Company is liable for any interest accrued under the Agreement at an annual rate of 5.5% and must sign over a bond issued in the name of the Company in the amount of $840,000 as a guarantee of its obligations under the Agreement. If closing does not occur due to the inability to obtain the consent of Petrominera Chubut S.E. then the closing may take place 60 days following the expiration of the initial 150 day period.

As of the date of this filing, the Company has undergone substantial delays to the funding mandate related to the acquisition of the Cerro Negro concession due to the severity of the international economic and financial crisis. As a result, the Company have yet to raise the necessary capital to date to acquire the Concession as mandated by the Company with the assistance of Standard America’s and Standard Bank Plc (“Standard”), where Standard has been seeking an equity capital infusion of some $50 million on behalf of the Company to complete the Cerro Negro acquisition and to commence operations there. As a result of the financial crisis, the Company has concluded that under the current market conditions only a 100% acquisition of the Cerro Negro concession is plausible. The Company has undertaken extensive discussions with CSRL to those ends while seeking complimentary investment candidates to participate in the acquisition of the Cerro Negro concession with us, but to date have been unable to facilitate funding the acquisition. The Company is continuing to review options related to structuring a proposal to CSRL in regard to making them an offer for a 100% purchase of the Cerro Negro concession. However, we currently do not foresee a definitive date under which such a proposal could be put forward. Aside from the Closing Date being delayed due to the circumstances as above noted, both parties to the Agreement have concluded that as of the date of this filing the Company continues to maintain ownership of the Bond. The Company can seek return to treasury of the Bond at any time when necessary. As of the date of this filing, the Company has not received timely approval from Petrominera Chubút SE of the Company as incoming operator over the Concession.

F-19

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 6 – ACQUISITIONS (CONTINUED)

BUENOS AIRES OIL & GAS COMPANY

In December 2007, the Company entered into a LOI to acquire 100% of the shares of a Buenos Aires, Argentina based oil development and production company (the “BAO”) as a wholly owned operating subsidiary to the Company, which holds leasehold interests primarily located in the Neuquén Basin, Rio Negro Province, Argentina. Under the terms of the LOI, the Company has the right to purchase 100% of the shares of BAO subject to the satisfactory outcome of due diligence related to BAO performed by the Company, which includes corporate, commercial, financial, geologic, geophysical and petroleum engineering analysis. Upon the Company’s satisfaction under the due diligence, the Company and BAO shall negotiate and execute a mutually acceptable SPA. Completion of the BAO acquisition by the Company is subject to satisfactory completion of due diligence, the appropriate extensions over portions of BAO’s concessions having been secured by BAO at the provincial authority level, agreement on final terms of the SPA, which shall remain confidential until completion and the Company raising the funds necessary to complete the transaction.

As BAO has been unable to display its capacity to secure the necessary extensions over the portions of its concession interests from the Argentine provincial authorities, as they represented, the Company ceased any further discussions with BAO or activities related to the Company’s ongoing interest in the acquisition of BAO.

NOTE 7 – RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2009, management fees of $180,000 (2008: $180,000) were incurred to a private company which provides services to the Company of a director and officer of the Company. Of the 1,115,000 common shares issued in Note 8 (i), 450,000 common shares valued at the quoted market price of $51,750 were issued to this director and officer of the Company as a bonus. Of the 1,421,617 common shares issued in Note 8 (ii), 1,013,400 common shares valued at the quoted market price of $121,608 were issued to settle amounts owing to this director and officer of the Company of $206,658. The gain on debt settlement of $85,050 was recorded to additional paid in capital. (Note 8(ii)) At June 30, 2009, this company is owed $103,773 (December 31, 2008: $206,658) for management fees due. The Company is committed to pay this party $30,000 in management fees per month. The agreement with this party can be terminated by the Company at any time by providing 60 days written notice. Upon termination of the agreement, the Company is required to pay this party severance of 24 months of monthly fees within 10 business days of the termination date plus an additional severance cash payment equating to the value of 5% of the Gross Market Capital Increase in the Company from January 1, 2007 until the date of the termination of this agreement.

During the six months ended June 30, 2009, consulting fees of $6,000 (2008: $6,000) were incurred to a director of the Company. At June 30, 2009, this director was owed $8,998 (December 31, 2008: $2,998) for unpaid fees. The Company is committed to pay this director $1,000 per month. This agreement can be terminated by the Company at any time by providing 30 days written notice.

During the six months ended June 30, 2009, management fees of $108,000 (2008: $108,000) were incurred to a private company which provides services to the Company of an officer of the Company. Of the 1,115,000 common shares issued in Note 8 (i), 325,000 common shares valued at the quoted market price of $37,375 was issued to this director of the Company as a bonus. Of the 1,421,617 common shares issued in Note 8 (ii), 408,217 common shares valued at the quoted market price of $48,985 were issued to settle amounts owing to this director and officer of the Company of $52,037. The gain on debt settlement of $3,052 was recorded to additional paid in capital. (Note 8(ii)) At June 30, 2009, this party is owed $107,999 (December 31, 2008: $52,037) for management fees due. The Company is committed to pay this party $18,000 in management fees per month. This agreement can be terminated by the Company at any time by providing 60 days written notice. Upon termination of the agreement, the Company is required to pay this party severance of 24 months of monthly fees within 10 business days of the termination date.

During the six months ended June 30, 2009, management fees of $18,000 (2008: $12,000) were incurred to an officer of the Company. Of the 1,115,000 common shares issued in Note 8 (i), 150,000 common shares valued at the quoted market price of $17,250 was issued to this officer of the Company as a bonus. The Company is committed to pay this officer $3,000 in management fees per month until April 1, 2010. At June 30, 2009, this officer was owed $26,883 (December 31, 2008: $8,883) for unpaid fees. The agreement automatically renews for four consecutive one-year terms unless either party terminates the agreement by providing thirty days written notice. This agreement can be terminated by the Company at any time by providing 30 days written notice.

F-20

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 7 – RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2009, management fees of $60,000 (2008: $Nil) were incurred to an officer of the Company. At June 30, 2009, this party is owed $119,533 (December 31, 2008: $59,533) for management fees due. The Company is committed to pay this officer $10,000 in management fees per month. This agreement can be terminated by the Company at any time by providing 30 days written notice.

At June 30, 2009 and December 31, 2008, the Company recorded an accrued liability of $421,250, related to the exercise of SARs by two officers of the Company in accordance with certain provisions for tax indemnities in the officers’ management consulting agreements.

All related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Other related party transactions are disclosed in notes 8 and 11.

F-21

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 8 – CAPITAL STOCK

Common Shares

During the six-month period ended June 30, 2009, the Company issued a private placement of 20,000 common shares at $0.25 per share for cash proceeds of $5,000.

During the six-month period ended June 30, 2009, the Company issued private placements of 112,500 common shares at $0.08 per share for cash proceeds of $9,000.

During the six-month period ended June 30, 2009, the Company issued the following for non-cash proceeds:

	i.	1,115,000 common shares to directors, officers, and consultants of the Company for total bonus of $128,225, measured at the quoted market price of $0.115 per share (see Note 7);

	ii.	1,421,617 common shares to a director and officer, and an officer of the Company for the settlement of debts owing in the amount of $258,696, of which 88,102 was recorded as a gain on settlement of debt being the excess of the liability over the fair value of the shares to additional paid in capital (Note 7). The common shares had a quoted market price of $0.12 per share on the date of issuance.;

	iii.	219,917 units to a consulting company for the settlement of $32,988 in accounts payable. Each unit consists on one common share and one Series B preferred share (Note 8 – Preferred Shares – Series B). The common shares were measured at the quoted market price of $0.12 per share on the date of issuance. The fair value of $32,987 of the preferred shares – series B was recorded to mezzanine equity and charged as a dividend to Additional Paid-in Capital

During the year ended December 31, 2008:

(a)	The Company issued the following for cash proceeds:

	i.	201,715 common shares at $0.35 per share for $70,600 in private placement proceeds;
	ii.	1,060,001 common shares at $0.30 per share for $318,000 in private placement proceeds;
	iii.	335,567 common shares for $102,520 in private placement proceeds received during the fourth quarter of 2007;
	iv.	205,000 units at $0.50 per unit for $102,500 in private placement proceeds received during the year ended December 31, 2008. Each unit consisted of one common share and one share purchase warrant; each warrant is exercisable into one common share at an exercise price of $0.75 for one year. The Company has estimated the fair value of attached warrants to unit private placements to be 10% of the private placement proceeds; therefore 10% of $102,500 was allocated to the 205,000 warrants granted;
	v.	260,000 common shares at $0.25 per share for $65,000 in private placement proceeds; and
	vi.	240,000 units at $0.25 per unit for $60,000 in private placement proceeds. Each unit consisted of one common share and one share purchase warrant; each warrant is exercisable into one common share at an exercise price of $0.50 for two years.

(b)		The Company issued the following for non-cash consideration:

	i.	100,000 common shares to a consultant for a bonus of $50,000, paid by the consultant applying the bonus payable to the exercise of 100,000 stock options at an exercise price of $0.50 per share;
	ii.	272,000 units to a consultant for the settlement of fees accrued and owing to the consultant by the Company of $68,000, at $0.25 per unit, in pursuant a private placement agreement with the consultant, with each unit consisting of one common share and one share purchase warrant. The Company estimated the fair value of the 272,000 share purchase warrants granted by applying the fair value method using the Black-Scholes option pricing model using an expected life of two years, exercise price of $0.75, a risk-free interest rate of 2% and an expected volatility of 106% resulting in a loss on settlement of $36,530 which was recorded as additional management and consulting fee expense during the year ended December 31, 2008;
	iii.	36,400 units to a consultant for finder’s fees of $9,100, at $0.25 per unit, each unit consisting of one common share and one share purchase warrant. The Company estimated the fair value of the 36,400 share purchase warrants granted by applying the fair value method using the Black-Scholes option pricing model using an expected life of two years, exercise price of $0.50, a risk-free interest rate of 2% and an expected volatility of 113% resulting in a loss on settlement of $6,486 which was recorded as additional management and consulting fee expense during the year ended December 31, 2008;

F-22

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 8 – CAPITAL STOCK (CONTINUED)

Common Shares (continued)

	iv.	60,000 common shares to a consultant pursuant to a consulting agreement for $14,400 at the quoted market price of $0.24 per share;
	v.	60,000 common shares to consultants for bonuses related to the Cerro Negro PSA for $18,600 at the quoted market price of $0.31 per share;
	vi.	100,000 common shares to a consultant for a bonus of $35,000, paid by the consultant applying the bonus payable to the exercise of 100,000 stock options at an exercise price of $0.35 per share;

(b)	The Company issued the following for non-cash consideration (continued):

	vii.	87,500 common shares on the exercise of 87,500 stock options at an exercise price of $0.50 for total proceeds of $43,750 of which $16,187 was settled through an amount owing under the exercise of SARs and the remainder was settled by a promissory note receivable;
	viii.	1,333,928 units for the conversion of $466,875 convertible notes payable;
	ix.	568,200 units at $0.25 per unit with each unit consisting of one common share and one share purchase warrant, in settlement of $142,050 of management fees accrued to two private companies which are contracted to the Company for the services of two officers of the Company, pursuant to private placement agreements with the private companies. The Company estimated the fair value of the 568,200 share purchase warrants granted by applying the fair value method using the Black-Scholes option pricing model using an expected life of two years, exercise price of $0.50, a risk-free interest rate of 2% and an expected volatility of 111% resulting in a loss on settlement of $107,276 which was recorded as additional management and consulting fee expense during the year ended December 31, 2008;
	x.	1,557,500 units at $0.25 per unit for total proceeds of $389,375, with each unit consisting of one common share and one common share purchase warrant, with each common share purchase warrant exercisable at $0.50 per common share for a period of 2 years from the date of issuance in settlement of $389,375 notes payable that were assumed by the private company from the note holder. The Company estimated the fair value of the 1,557,500 share purchase warrant granted by applying the fair value method using the Black-Scholes option pricing model using an expected life of two years, exercise price of $0.50, a risk-free interest rate of 2.7% and an expected volatility of 145% resulting in compensation of $315,082, which was recorded as additional management and consulting fee expense during the year ended December 31, 2008;
	xi.	250,000 common shares to an officer of the Company in satisfaction of a bonus of $60,000, which is measured using the closing the price of $0.24 on the date of execution of the PSA;
	xii.	150,000 common shares to an officer in satisfaction of a bonus of $75,000 paid by the officer applying the bonus payable to the exercise of 150,000 stock options at an exercise price of $0.50 per share;
	xiii.	30,000 common shares to a consultant for settlement of debt of $10,000, for which the shares were measured at the quoted market price of $0.29 per share;
	xiv.	100,000 common shares to an officer for bonus of $26,000. The shares were valued at the closing market price of $0.26 on the date of issuance; and
	xv.	1,065,296 common shares as settlement of $255,670 debt owing to directors, officers, and consultants. The shares were valued at the closing market price of $0.24 on October 7, 2008.

During the year ended December 31, 2008, the Company entered into three subscription agreements to purchase common shares of the Company at $0.20 per share. The total amount of shares subscribed is 95,000 for total cash proceeds of $19,000. These amounts remain outstanding at June 30, 2009. (See subsequent events Note 12)

F-23

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 8 – CAPITAL STOCK (CONTINUED)

Warrants

A summary of the Company’s warrants outstanding and the changes for the periods noted is as follows:

			Weighted	Weighted
			Average	Average
	Warrants		Exercise	Remaining
	Outstanding		Price	Life

Balance, December 31, 2007	976,553		$0.54	1.33 years
Issued	4,133,028		0.59
Exercised / Cancelled / Expired	(171,429	)	(0.70)

Balance December 31, 2008	4,938,152		0.56	1.10 years
Expired	(1,010,124	)	(0.75)

Balance, June 30, 2009	3,928,028		$0.57	0.91 years

Expiry	Warrants	Exercise
Date	Outstanding	Price

March 28, 2010	568,200	0.50
March 31, 2010	1,333,928	0.70
June 5, 2010	272,000	0.50
June 5, 2010	96,400	0.50
July 30, 2010	1,557,500	0.50
September 3, 2010	100,000	0.50

Balance June 30, 2009	3,928,028

Preferred Shares- Series A- Authorized 100,000,000

In May 2007, three directors, (one of whom is also an officer) and another officer converted $4,800 of unpaid fees into 4,800,000 Series A, $0.001 par value, preferred shares. Each preferred share will have 10 votes, whereas each common share has only one vote. In the event the Company at any time or from time to time after the original date of issuance of the Series A Preferred Stock shall declare or pay any dividend or make any other distribution on the Corporation’s common stock payable in common stock or effect a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock), then the number of votes per share of Series A Preferred Stock shall be proportionately increased, concurrently with the effectiveness of such stock dividend, stock distribution or subdivision. Otherwise, the Series “A” preferred shares do not participate in any assets or dividends of the Company. Each of the four holders of the series “A” preferred shares as described have entered into an agreement with the Company (the “Shareholder Agreement”) that stipulates that at any time the holder thereof discontinues acting as an officer or director of the Company for any reason whatsoever, whether by mutually agreed upon termination of tenure, dismissal for cause or without cause, etc., the departing director or officer will immediately therewith return to treasury, those series “A” preferred shares issued in the name of said officer or Director for cancellation. On August 22, 2007, one of the Directors resigned and as a result, 200,000 preferred shares with a value of $200 were cancelled. As of June 30, 2009, the Company had 4,600,000 (December 31, 2008: 4,600,000) Series A preferred shares outstanding.

F-24

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 8 – CAPITAL STOCK (CONTINUED)

Preferred Shares, Series B- Authorized 30,000,000

In October 2008, the Company issued 16,479,493 Series B, $0.001 par value preferred shares, for cash proceeds of 4,540 and settlement of accrued management and consulting fees of $11,940. At the time, the aggregate liquidation value was estimated at $5,620,000 and includes $90,000 accrued but unpaid dividends which represents a rate of return of 10% per annum on the sum of the preferred stockholder’s initial capital investment. During the six-month period ended June 30, 2009, 219,917 Series B preferred shares were issued with a fair value of $33,000. (Note 8(iii)). In the event of liquidation, sale, conveyance, transfer of all of substantially all of the assets of the Company, dissolution, or winding up of the affairs through consolidation, merger or other business combination of the Company, (the “Liquidation Event”), the holder shall receive out of the assets of the Company and an amount equal to the holders initial investment fusion as determined by the Board, plus a rate of return on this investment of 10% per annum, which is accreted each year as a dividend. While no dividends have been declared as of December 31, 2008, the Company has accrued dividends through a charge to “Additional paid-in capital” as accumulated and unpaid dividends are included in the redemption price of the Series B Stock. The Series B preferred shares have a first priority right for any future dividend distributions declared by the Company (the “Dividend Rights”), those Dividend Rights of which shall be in priority to any other preferred shares of the Company or the common shares of the Company. At the sole discretion of the Company, the issuance of the preferred shares will be on the basis of one preferred share to one common share of the Company where each common share must have been acquired through investment infusions deemed to be investments by the Board from the date commencing September 12, 2006. The holders of the preferred shares do not have any voting privileges. The Company has the discretion to redeem all or a portion of the preferred shares at any time.

As of June 30, 2009, the Company believes that it is not probable that the Series B Stock will become redeemable as the contingencies for liquidation event which entitles the preferred stockholder redemption value is not met.

The Series B Stock is recorded in the Company’s Consolidated Balance Sheets as “Mezzanine Equity” as it has a redemption feature not solely within the Company’s control. A summary of the changes in the Mezzanine Equity is as follows:

	Series B	Aggregate
	Outstanding	liquidation value
		$
Balance, December 31, 2007	-	-
Issued	16,479,493	5,530,000
Accrued dividends	-	90,000

Balance December 31, 2008	16,479,493	5,620,000
Issued	219,917	32,987
Accrued dividends	-	280,000

Balance, June 30, 2009	16,699,410	5,932,987

NOTE 9 – STOCK OPTION PLANS

During the six-month period ended June 30, 2009, the Company recorded stock-based compensation expense of $316,134 (three month period ended June 30, 2009 - $122,977) of which $124,050 (three month period ended June 30, 2009 - $62,025) relates to a compensation charge on unvested and to be granted options and SARs under three management consulting agreements (Note 11) and $192,084 (three month period ended June 30, 2009 - $60,953) for revaluation of share based compensation liability (Note 10). The Company estimated the fair value of these equity instruments on June 30, 2009 by applying the fair value method using the Black-Scholes option pricing model using expected life ranging from one-quarter to 10 years, risk-free interest rates of 0.58% to 2.78%, expected volatility ranges from 118% to 175% and dividend yield of $nil.

F-25

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 9 – STOCK OPTION PLANS (CONTINUED)

During the year ended December 31, 2007, the Company granted a total of 4,765,000 stock options to directors, officers and consultants of the Company at exercise prices ranging from $0.25 - $0.57 per common share with expiry dates ranging from April 26, 2008 to April 26, 2017. Of these stock options 3,885,000 vested during 2007 and 880,000 vest over a one year period.

During the six months ended June 30, 2008, the Company granted a total of 2,950,000 stock options to directors, officers and consultants of the Company at an exercise price of $0.50 per common share with expiry dates ranging from April 1, 2009 to April 1, 2018. Of these stock options 2,875,000 vested and 75,000 vest over a one-year period. The Company estimated the fair value of the 2,950,000 stock options granted by applying the fair value method using the Black-Scholes option pricing model using an expected life of one to ten years, a risk-free interest rate of 2% and an expected volatility of 98% - 180% resulting in a stock-based compensation expense of $1,216,541 of which $1,205,291 was expensed to June 30, 2008 and the remaining $11,250 is to be expensed on vesting.

During the six months ended June 30, 2008, the Company also recorded stock-based compensation expense of $96,900 related to the vesting of 215,000 stock options. In the period 287,500 stock options were exercised, 127,500 stock options were cancelled, and 100,000 stock options expired in the period.

On March 6, 2006 the board of directors approved the adoption of a “Performance Stock Incentive Plan – 2006” (the “PSIP 2006”) with an effective date of March 1, 2006 (the “Effective Date”). The terms of the PSIP 2006 provide that a total of 6,000,000 shares will be issued in escrow and subject to the following terms:

(a)	a total of 700,000 escrowed performance shares can be purchased from escrow at a price of $2.50 per share commencing one year from the Effective Date for up to five years, the granting of which is subject to the discretion of the Board of Directors. The original value of this award was estimated to be $1,116,000. However, to date, no specific awards under this provision have been granted by the Board of Directors and accordingly no stock based compensation has been recorded.

(b)	a total of 900,000 escrowed performance shares can be purchased from escrow at a price of $5.00 per share on or before the first thee years after the Effective Date, if the Company’s assets increase by 50%, the market share price of the Company’s common stock achieves a minimum of $6.25, and the Company financial statements reflect a minimum of $3,000,000 profit before taxes, depletion, amortization and stock based compensation charges. To date, no specific awards under this provision have been granted by the Board of Directors and accordingly no stock based compensation has been recorded;

(c)	a total of 1,200,000 escrowed performance shares can be purchased from escrow at a price of $6.25 per share on or before the first five years after the Effective Date, if the Company’s assets increase by 100%, the market share price of the Company’s common stock achieves a minimum of $10.00, and the Company financial statements reflect a minimum of $6,000,000 profit before taxes, depletion, amortization and stock based compensation charges. To date, no specific awards under this provision have been granted by the Board of Directors and accordingly no stock based compensation has been recorded;

(d)	a total of 1,500,000 escrowed performance shares can be purchased from escrow at a price of $7.50 per share on or before the first seven years after the Effective Date, if the Company’s assets increase by 200%, the market share price of the Company’s common stock achieves a minimum of $15.00, and the Company financial statements reflect a minimum of $9,000,000 profit before taxes, depletion, amortization and stock based compensation charges. To date, no specific awards under this provision have been granted by the Board of Directors and accordingly no stock based compensation has been recorded; and

(e)	a total of 1,700,000 escrowed performance shares can be purchased from escrow at a price of $10.00 per share on or before the first seven years after the Effective Date, if the Company’s assets increase by 400%, the market share price of the Company’s common stock achieves a minimum of $20.00, and the Company financial statements reflect a minimum of $15,000,000 profit before taxes, depletion, amortization and stock based compensation charges. To date, no specific awards under this provision have been granted by the Board of Directors and accordingly no stock based compensation has been recorded

F-26

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 9 – STOCK OPTION PLANS (CONTINUED)

As of June 30, 2009, no stock-based compensation has been recorded on the unvested escrow performance shares as it is not probable that the above performance conditions will be met.

Effective July 18, 2007, the Company adopted an “Equity Incentive Plan” (the “EIP”), the maximum aggregate number of shares of Common Stock that may be issued and sold under all Awards granted under the EIP shall be equal to 20% of the issued and outstanding common stock (on a fully diluted basis). To date the Company has registered 2,000,000 common shares under a Form 8 Registration Statement filed with the United States Securities and Exchange Commission.

A summary of the options outstanding and exercisable is as follows:

				Weighted	Weighted Average
	Number of			Average	Remaining		Aggregate
	Options			Exercise Price	Contractual Life		Intrinsic Value
Outstanding, December 31, 2008	3,382,000		$	0.51	8.12 years	$	Nil
Expired during the period	(200,000	)		0.50
Outstanding, June 30, 2009	3,182,000		$	0.51	7.95 years	$	Nil

Exercisable, June 30, 2009	3,182,000		$	0.51	7.95 years	$	Nil

A summary of the status of the Company’s unvested stock options as of June 30, 2009, and changes during the six month period ended June 30, 2009, is presented below:

	Number of			Weighted-Average
Unvested options	Shares			Grant Date Fair Value

Unvested at January 1, 2009	25,000		$	0.50
Vested	(25,000	)		0.50

Unvested at June 30, 2009	-		$	0.50

NOTE 10 – STOCK APPRECIATION RIGHTS

The Company has authorized the granting of stock appreciation rights (“SARs”). A SAR can be awarded to directors, officers, and consultants that entitle these grantees to receive cash or shares of common stock, or a combination of both, with each right having a value on the date the stock appreciation right is exercised equal to the excess of the quoted market value of a share of common stock at the time of exercise over the exercise price per right set forth on the grant date.

Since the SARs could be settled by cash, the Company must recognize the related liability in accordance with SFAS 123 (R) which requires that the liability be measured at fair value and revalued at each reporting date through final settlement. Fair value is calculated using the same assumptions and option pricing model that is used to compute the fair value of stock options.

During the six months ended June 30, 2008, 87,500 SARs were exercised at an exercise price of $0.685 per right. The fair value of the SARs on the date of exercise was $16,187, resulting in a decrease in the accrued share based compensation liability and a stock-based compensation recovery of $34,563. The fair value at the date of exercise was determined by multiplying the number of SARs exercised by the difference between the market price of common stock at the date of exercise and the exercise price of the SARs.

During the six months ended June 30, 2008, 187,500 SARs expired resulting in the Company recording a recovery of $49,750 (three month period ended June 30, 2008 - $nil) related to the vested SARs.

F-27

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 10 – STOCK APPRECIATION RIGHTS (CONTINUED)

At December 31, 2008, a total of 3,200,000 SARs granted were unexercised, of which 25,000 were unvested. The Company estimated the fair value of the 3,200,000 SARs at December 31, 2008 by applying the fair value method using the Black-Scholes option pricing model using an expected life of one-quarter to 9 years and a risk-free interest rate of 2%, and expected volatility of 110% - 164%, resulting in a fair value of $154,793. A total of $154,793 has been accrued on vested SARs, including $730 payable on exercised SARs. The additional compensation to be expensed on unvested SARs is not significant.

During the six-month period ended June 30, 2009, 200,000 SARs expired. At June 30, 2009, a total of 3,000,000 SARs granted were unexercised, of which all SARs were vested. The Company estimated the fair value of $222,827 of the 3,000,000 SARs at June 30, 2009 by applying the fair value method using the Black-Scholes option pricing model using an expected life of 3 to 10 years, a risk-free interest rate of 0.58% to 2.78%, and an expected volatility from 118% to 175% resulting in decrease of SARs liability compared to March 31, 2009 of $1,071. As at June 30, 2009, the estimated fair value of $222,827 of the 3,000,000 SARs and the compensation relating to the unvested and to be granted SARs under three management consulting agreements of $124,050 (Note 9) equal the share based compensation liability of $346,877.

A summary of the stock appreciation rights is as follows:

							Weighted
						Weighted	Average
	Number of					Average Exercise	Remaining
	SAR		Exercise Price	Expiry Date		Price	Contractual Life

				April 1, 2009 to
Outstanding, December 31, 2008	3,200,000		$0.50	2018	$	0.50	8.23 years
Expired during the period	(200,000	)	0.50	April 1, 2009
Outstanding, June 30, 2009	3,000,000			April 1, 2018	$	0.50	7.95 years

Exercisable, June 30, 2009	3,000,000				$	0.50	7.95 years

As of June 30, 2009, the aggregate intrinsic value of the outstanding SARs was $nil.

NOTE 11 – CONTINGENCIES & COMMITMENTS

In January 2007, the Company entered into five agreements, two of which agreements have subsequently been terminated, five-year term management consulting agreements. The remaining three agreements provide for the granting of a total of 16,700,000 stock options and 16,700,000 stock appreciation rights, in aggregate, over the five year terms of the agreements. As of June 30, 2009, 4,700,000 stock options and 4,700,000 stock appreciation rights have been granted, the remaining 12,000,000 options and 12,000,000 stock appreciation rights vest over the remaining term ending January 1, 2012.

On July 1, 2007, the Company entered into a five-year-term management consulting agreement. The agreement provides for a signing bonus of $20,000, the issuance of 100,000 shares of unrestricted common stock and a monthly remuneration of $10,000. The Company has the right to terminate the agreement without cause by providing 30 days written notice. Upon termination of the agreement, the Company is required to pay this consultant severance of 6 months of monthly fees within 10 business days of the termination date. This agreement provides for the granting of 2,225,000 stock options and 2,225,000 stock appreciation rights, in aggregate, over the five year term. As of June 30, 2009, 250,000 stock options and 250,000 stock appreciation rights have been granted, the remaining 1,975,000 stock options and 1,975,000 stock appreciation rights will be granted on the anniversary dates of the agreements with terms to be set by the Board of Directors.

On February 15, 2008, the Company entered into a one-year term management consulting agreement. The agreement provides a monthly remuneration of $3,000 with no severance. This agreement also provides the granting of 100,000 stock options and 100,000 stock appreciation rights that vest evenly over four quarters. As of June 30, 2009, 100,000 stock options and stock appreciation rights have vested and expired pursuant to the terms of the management consulting agreement.

F-28

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE 11 – CONTINGENCIES & COMMITMENTS (CONTINUED)

The Company is also committed to pay compensation to senior officers of the Company as described in Note 7 –Related Party Transactions.

During the six-month period ended June 30, 2009, the Company recorded $248,100 (three month period ended June 30, 2009 - $124,050) to management and consulting fees as a compensation charge with corresponding entries of $124,050 to share based compensation liability and $124,050 to additional paid in capital. (Note 9)

On April 30, 2007, the Company commenced an arbitral action against SEPSA through the ICC requesting the ICC to enforce SEPSA’s obligations under the terms agreed upon in the SPA and to sell to the Company 100% of the shares of SEPSA and to award damages incurred by the Company related to its out of pocket expenses, loss of business opportunity and loss of revenue. SEPSA subsequently filed a counter claim with the ICC seeking awards in the form of its legal fees and translation costs related to the dispute. Refer to Note 6.

NOTE 12 – SUBSEQUENT EVENTS

The Company issued 95,000 common shares for $19,000 in stock subscriptions received during 2008. (Note 8b)

The Company issued two promissory notes payable for $38,813, which are unsecured, due on demand, and bear simple interest at 12.5% due in full at inception of the notes.

F-29

- 4 -

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements within the meaning of applicable securities laws. 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”, “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.

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

In this quarterly report, unless otherwise specified, all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our”, the “Company” and “Pluris” mean Pluris Energy Group Inc., unless otherwise indicated.

Corporate History

We were incorporated under the laws of the State of Nevada on December 3, 1997 under the name “Hadrosaurus Resources, Inc.” On January 20, 1998, we filed an amendment to the articles of incorporation changing our name to “Hadro Resources, Inc.” On February 12, 2003, subsequent to the acquisition of Petrogen, Inc. (“Petrogen”), we filed an amendment to the articles of incorporation changing our name to “Petrogen Corp.”

On October 11, 2002, effective February 12, 2003, Hadro Resources, Inc. (now known as Petrogen Corp.), Petrogen, and the shareholders of Petrogen (the “Petrogen Shareholders”) entered into a share exchange agreement (the “Share Exchange Agreement”). Pursuant to the terms of the Share Exchange Agreement, we acquired from the Petrogen Shareholders one hundred percent (100%) of the issued and outstanding shares of common stock of Petrogen and issued 7,000,000 shares of our restricted common stock to the Petrogen Shareholders in proportion to their respective holdings in Petrogen.

Effective September 12, 2006, we completed a merger with our subsidiary, Pluris Energy Group Inc., which we incorporated solely to effect the name change. As a result, we changed our name from “Petrogen Corp.” to “Pluris Energy Group Inc.” We changed the name of our company to better reflect the direction and business of our company. The name change became effective with NASDAQ OTC Bulletin Board at the opening of market and trading on September 12, 2006 under the new symbol “PEYG”.

On September 12, 2006, we effected a five (5) for one (1) reverse stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital was decreased from 100,000,000 shares of common stock with a par value of $0.001 to 20,000,000 shares of common stock with a par value of $0.001. Our issued and outstanding share capital decreased from 68,249,605 shares of common stock to 13,649,921 shares of common stock.

On or about September 18, 2006, our board of directors unanimously approved an amendment to our Articles of Incorporation, pursuant to which our authorized share capital would be increased from 20,000,000 shares of common stock to 250,000,000 shares of common stock and to create 100,000,000 preferred shares. On or about September 29, 2006, our shareholders holding a majority of the total issued and outstanding shares of our common stock gave approval to the amendment to our Articles of Incorporation pursuant to a written consent. The increase in our authorized capital and the creation of the preferred shares was filed with the Nevada Secretary of State on November 21, 2006.

- 5 -

The purpose of increasing our authorized capital to 250,000,000 shares of common stock is to optimize the long term future growth potential of our organization on a share structure basis without requiring additional shareholder approvals to enable for the long term expansion of our business mandate. Specifically this will provide for other equity financing requirements we may have for the long term as well as for the development, expansion and additional acquisition of international oil and gas properties that fit within our mandated business objectives.

Our executive office is located at Suite 200 – 1311 Howe Street, Vancouver, British Columbia, Canada and our telephone number is 604.691.1709.

Description of Business

We are an independent energy company specialized in capturing international and domestic business opportunities including, but not limited to, the acquisition and exploration of oil and natural gas properties in South America; primarily in the region of Argentina. As an emerging junior upstream and midstream oil and natural gas company, our objectives through the activities of our wholly owned subsidiaries, Petrogen, Inc. and Pluris BVI, are to focus upon acquiring oil and natural gas prospects in what we believe to be high impact hydrocarbon rich regions in Argentina with the intent of successfully fulfilling our business mandate of finding hydrocarbons through planned operational activities acceptable to the standards of the energy industry. Our core business strategy was redefined in mid-2006 to acquire non-operated and operated working interests in oil and gas fields throughout South America and particularly Argentina that display the potential of fulfilling the basis of our business mandate and that can provide for the potential of high yield returns on hydrocarbon related income opportunities for our shareholders.

Recent Corporate Developments

Since the commencement of our fiscal period ended June 30, 2009, we experienced the following significant corporate developments:

	1.	On January 14, 2009, we issued a total of 1,115,000 of the Company’s common shares to the directors, officers, and consultants as a bonus.

	2.	On January 15, 2009, we issued promissory notes for cash proceeds of $25,500, which are unsecured, due on demand and bear interest at 12.5%.

	3.	On February 13, 2009, we issued 1,013,400 of the Company’s common shares to GT Venture Management, AG, in settlement of $206,658 owed by our Company for accrued management fees charged to our Company for the services of Sacha H. Spindler, our Company’s Chairman and Chief Executive Officer.

	4.	On February 13, 2009, we issued 408,217 of the Company’s common shares to Landmark Management Services, SA, in settlement of $52,038 owed by our Company for accrued management fees charged to our Company for the services of Soumitra (Sam) Sen, our Company’s Chief Operations Officer.

	5.	On February 13, 2009, we issued 20,000 of the Company’s common shares in private placement for cash proceeds of $5,000.

	6.	On February 18, 2009, we issued 219,917 units, each unit consisting of one common share and one preferred share – series B, in settlement of $32,987 owed by our Company to an independent third party for consulting services.

	7.	On March 31, 2009, we issued promissory notes for cash proceeds of $76,452, which are unsecured, due on demand and bear interest of 12.5% due in full at inception of the note.

	8.	On May 13, 2009, we issued promissory notes for cash proceeds of $19,991, which are unsecured, due on demand and bear interest of 12.5% due in full at inception of the note

	9.	On June 10, 2009, we issued promissory notes for cash proceeds of $17,491, which are unsecured, due on demand and bear interest of 12.5% due in full at inception of the note

- 6 -

10.

On June 15, 2009, we issued 112,500 of the Company’s common shares in private placement for cash proceeds of $9,000.

Acquisition of interest in Cerro Negro Concession

On October 31, 2007, we entered into a letter of intent (the “LOI”) with Clear S.R.L. (“CSRL”), of Comodoro Rivadavia, Argentina, pursuant to which we were granted the exclusive right to purchase and develop up to 100% of CSRL’s 46,000 acre Cerro Negro concession, located in Chubut Province, Golfo San Jorge Basin, Argentina (“Cerro Negro”). Under the terms of the LOI, we had the right to purchase an interest in Cerro Negro for an agreed upon price, subject to the satisfactory outcome of due diligence performed by us related to Cerro Negro, which includes commercial, financial, geologic, geophysical and petroleum engineering analysis. Upon our satisfaction of the due diligence review performed by us and our agents, we retained the right to submit to CSRL our binding offer to purchase Cerro Negro, the terms of which were to be negotiated pursuant to a mutually acceptable acquisition agreement.

On July 4, 2008, we entered into the Agreement, pursuant to which CSRL agreed to assign, subject to certain conditions, 75% of its operating exploration and exploitation rights in Cerro Negro. In consideration of the assignment of CSRL’s rights in Cerro Negro, Pluris agreed, among other things, to pay a total of $21,000,000, payable in installments as set out in the agreement and issue to CSRL an aggregate of 3,000,000 shares of its common stock issuable in certain installments as set out in the Agreement and subject to certain pooling provisions to be set out in a mutually agreed upon pooling agreement.

The Cerro Negro concession is valid for a term expiring on December 1, 2025 and is renewable for a five year period in accordance with its terms. As a condition of closing: (i) the parties must obtain consent for the assignment of CSRL’s interest in Cerro Negro to Pluris from Petrominera Chubut S.E.; (ii) the parties must undertake their best efforts to enter into a joint operating agreement to govern the operations on Cerro Negro pursuant to which the Pluris or its nominee will be the operator on the property; and (iii) Pluris must obtain a bank guarantee, guaranteeing certain of the installments owed under the Agreement. To fulfill the obligations related to obtaining the funding and guarantee as agreed upon under the terms of the Agreement, the company entered into an finance advisory and mandate agreement with Standard of America's Inc., acting on behalf of Standard Plc., a leading international energy finance institution ("Standard"), for the purposes of raising the necessary capital for our company 1) to complete the Cerro Negro acquisition, 2) to guarantee the second and third cash payments as agreed upon under the terms of the Agreement and 3) to commence operations on the concession subsequent to completion of the acquisition. The Company estimates it will need to raise approximately $50 million of initial capital. Standard is continuing to seek and has been in discussions with interested parties to participate in completing the Cerro Negro acquisition.

As of the date of this filing, we have undergone substantial delays to the funding mandate related to the acquisition of the Cerro Negro concession due to the severity of the international economic and financial crisis. As a result, we have yet to raise the necessary capital to date to acquire the Concession as mandated by us with the assistance of Standard America’s and Standard Bank Plc (“Standard”), whereby Standard has been seeking an equity capital infusion of some $50 million on behalf of our company to complete the Cerro Negro acquisition and to commence operations there. As a result of the financial crisis, we have concluded that under the current market conditions only a 100% acquisition of the Cerro Negro concession is plausible. We have undertaken extensive discussions with CSRL to those ends while seeking complimentary investment candidates to participate in the acquisition of the Cerro Negro concession with us, but to date have been unable to facilitate funding the acquisition. We are continuing to review options related to structuring a proposal to CSRL in regard to making them an offer for a 100% purchase of the Cerro Negro concession. However, we currently do not foresee a definitive date under which such a proposal could be put forward.

In connection with the LOI for the purchase and development of CSRL’s Cerro Negro concession, our subsidiary and holding company for the purpose of the Cerro Negro concession, Pluris Energy Group Inc. (BVI) (“Pluris BVI”) issued an $840,000 convertible, non-retractable redeemable unsecured bond (the “CN Bond”) as security under the LOI. In the event that we do not perform under the LOI, ownership of the CN Bond can be transferred from Pluris BVI to CSRL. The CN Bond may be converted into common shares of our company at prices ranging from $3.25 per common share to $9.25 per common share. The CN Bond’s maturity date is September 30, 2011 and the interest rate is LIBOR plus 5%, with a floor of 10.5% and a ceiling of 13%. Interest under the CN Bond can be converted into common shares of our company at our discretion. At the date of this filing, we believe that our performance under the terms of the LOI as it relates to the CN Bond has been effectively undertaken and we further believe that pursuant to those undertakings being effectively administered by us according to the terms of the LOI, there are no matters there from that could result in our having to transfer ownership of the CN Bond to CSRL. In connection with the execution of the Agreement, we agreed to provide the CN Bond as a security guarantee to CSRL under terms of the Agreement in the event that we do not perform under the Agreement. If we complete the acquisition of Cerro Negro as planned and/or continue to perform under the terms of the Agreement, the CN Bond is to be returned to our treasury and cancelled subsequent to the financial closing of our acquisition of the Cerro Negro concession. We are currently undertaking the final submissions required of us with regard to receiving operatorship approvals from Petrominera Chubut S.E. and anticipate receipt of those approvals timely as it relates to the terms set forth in the Agreement with CSRL.

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Aside from the Closing Date being delayed due to the circumstances as above noted, both parties to the Agreement have concluded that as of the date of this filing the Company continues to maintain ownership of the CN Bond. We can seek return to treasury of the CN Bond at any time when necessary. To date, we have not received timely approval from Petrominera Chubút SE of our company as incoming operator over the Concession.

Acquisition of San Enrique Petrolera, S.A.

On August 18, 2006, we entered into a share purchase agreement (the “SPA”) with four individuals to purchase all of the issued and outstanding shares of San Enrique Petrolera, S.A. (“SEPSA”), a private company incorporated under the laws of Argentina. The acquisition of SEPSA marked our first step in engaging our newly mandated business plans to acquire a working interest in producing oil and gas properties located in Argentina’s hydrocarbon regions. SEPSA’s interests include five hydrocarbon producing properties located in three of Argentina’s five oil and gas producing basins. In order to secure the rights to purchase SEPSA, an escrow agreement (the “Escrow”) was entered into among our company, SEPSA and Deutsch Bank Trust Company Americas, New York (“DB”), whereby we issued a $3,225,000 convertible, non-retractable redeemable unsecured bond (the “Bond”) in the name of Pluris BVI, which has been placed into escrow at DB pursuant to the Escrow. Terms of the Escrow stipulate certain conversion provisions of the Bond predicated upon the performance of both SEPSA and our company. Terms under the SPA pursuant to the Bond stipulate that in the event that we do not perform under the SPA terms agreed upon between us and SEPSA, that ownership of the Bond can be transferred from Pluris BVI to SEPSA. Currently, we believe that we have performed specific to the terms of the SPA as it relates to the Bond stipulations there under and there is no matter that could be or has been raised by us or SEPSA that would result in our having to transfer ownership of the Bond to SEPSA. In the event that the Bond is transferred from our company to SEPSA, SEPSA will retain certain privileges of Bond conversion into common shares of our company at prices ranging from $3.25 per common share to $9.25 per common share. The Bond is due in five years time at an interest rate of LIBOR plus 5%, with a floor of 10.5% and a ceiling of 13%. Interest on the Bond can be paid in common share equity of our company at our company’s discretion. This Bond will not be considered issued and outstanding for accounting purposes until such time as the Bond is transferred to SEPSA.

One of the five properties owned by SEPSA, known as Tierra Del Fuego (“TDF”) is the subject of a Joint Venture agreement (the “JV”) with four other joint venture participants, each of which possesses a Rights of First Refusal (the “ROFR”) to purchase SEPSA’s interest in TDF under a “match or pass” status. In October of 2006, SEPSA provided the four participants of the JV to TDF, notification of our company having won the bid to purchase SEPSA, and under such notification, those participants were provided with 30 days to match our company’s allocation on the TDF property, or pass on their ROFR, thereafter enabling us to complete our acquisition of SEPSA, inclusive of all or part of SEPSA’s interests in the TDF property. Prior to the end of that 30 day notification period, two of the four participants commenced proceedings against SEPSA in the Argentine Commercial Courts seeking intermediary action in regard to their rights under the terms of the ROFR. On March 22, 2007 we were advised by SEPSA that as an outcome to those proceedings, two injunctions were imposed by the Argentina National Commercial Court of Appeals on behalf of Apco Argentina Inc. (“Apco”) and Antrim Energy Inc. (“Antrim”) prohibiting the sale of SEPSA’s shares to our company until such time as the ROFR issues between SEPSA, Apco and Antrim are resolved.

As a result of the injunctions imposed by Apco and Antrim, based upon the confirmation by the National Commercial Court of Appeals of the injunctions, on April 23, 2007, we informed SEPSA’s shareholders that they should abstain from selling or disposing in any manner to any third party any of SEPSA’s shares that SEPSA has undertaken to sell to our company under the terms of the SPA and that SEPSA should abstain from disposing any of the assets it owned at the time the SPA was signed. In response, SEPSA informed our company of its unilateral repudiation of the SPA, stating that as an effect of the injunctions imposed by Apco and Antrim, certain terms of the SPA were triggered, rendering the SPA terminated. We maintain that the terms of the SPA clearly stipulate that any dispute arising under the SPA must be mutually addressed between us and SEPSA through the International Chamber of Commerce, Paris, France. Therefore, we commenced an arbitral action against SEPSA through The Secretariat of the Court, International Court of Arbitration,

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International Chamber of Commerce, Paris, France (the “ICC”), requesting the ICC to enforce SEPSA’s obligations under the terms agreed upon in the SPA and to sell 100% of the shares of SEPSA and that their other obligations set forth under the SPA are in full force and effect and to award damages incurred by us. In December of 2007, SEPSA and our company agreed to Terms of Reference (the “TOR”), whereby SEPSA and our company mandated to the ICC the specific issues that the ICC should address related to both parties’ complaints and to what issues the ICC should make declarations under pursuant to the arbitral proceedings between SEPSA and our company. Under the TOR, SEPSA, our company and the ICC agreed to a specific schedule whereby our company and SEPSA must submit to the ICC specific requested materials at specific dates in order to move the arbitral process towards a conclusion.

On January 16^th, 2009 we were advised by our Argentine council that we received a favourable Arbitration Award from the ICC. The twenty-nine page docket rendered by the ICC binding the parties to the Award, approved by majority, determines that the SPA is terminated retroactively to October 31, 2006. It further determines that the SPA's early termination was seventy percent (70%) the responsibility of San Enrique and thirty percent (30%) the responsibility of Pluris Energy. The partial award rendering further stated that the final damages award would be provided to the parties by March 31, 2009. However, the Company, SEPSA and the arbitration tribunal agreed that in order for the ICC to be in a position to facilitate the rendering of a final damages award, an extensive amount of evidence must be produced by SEPSA, and by the Company, all of which would require being assessed through a third party valuation report by an appointed expert witness to substantiate the Company’s damages claim in order for the tribunal to conclude upon any final damages award being rendered.

Prior to the date of this filing, the parties to the proceedings were summoned by the arbitral tribunal, whereby the tribunal advised the parties that they would shortly be making a determination of and request from both SEPSA and our company, to provide our final damages claims’ to the ICC in the form that they require as a means for the tribunal to determine its final overall damages rendering related to the dispute. Our company and SEPSA have filed our respective offerings of evidence related to our specific claims and counter claims. In this regard, we have made claimed damages in the amount of $46.4 million for loss of revenue from July 1, 2006; loss of business opportunity related to increases to the values of assets owned and/or controlled by SEPSA and loss of out of pocket expenses from the inception of our efforts to win the bid for and complete the acquisition of SEPSA. SEPSA has filed an initial counter claim in the amount of $150,000 for recovery of its legal expenses and translation fees incurred to date related to the dispute between it and our company. Additionally,both parties were requested to submit to the tribunal, a brief summarizing criteria the tribunal would take under advisement from the parties to instruct an expert witness that the tribunal will appoint to utilize as the means under which to calculate and determine a final damages assessment.

As of the date of this filing, we have been advised by the ICC tribunal that Price Waterhouse Coopers has been appointed as expert witness and we anticipate to receive shortly from the tribunal, the list of criteria they will instruct the expert witness to utilize in its assessment of damages related to the dispute, which we will analyze and revert our comments back to the tribunal thereafter as we determine. The expert witness will then prepare a final list of assessment criteria to be utilized by the expert witness, which will thereafter be instructed by the tribunal to commence its assessment of damages, which we anticipate will occur over a period of approximately eight weeks subsequent to their commencement. To our best knowledge, the responsibility in the final damages award anticipated from the ICC, which we anticipate will be thereafter rendered by the tribunal based upon their exclusive assessment of all the evidence offered by the parties related to the dispute as analyzed and opined on by the appointed expert witness, would be allocated in the same proportion as the results from the partial award recently received from the ICC. On this basis, there is no determination as to the length of time necessary for the ICC to render its final damages award and, in that regard; we do not know what the final damages award may comprise. We believe that our position related to the claim we filed against SEPSA is substantive and that the issues pertaining to and being sought for resolution by us through the arbitral proceedings between us and SEPSA can be resolved in a manner that represents the best interests of our company.

We have chosen to suspend the placement schedule related to underwriting our offering of a $65 million convertible, non-retractable, redeemable, unsecured bond instrument (the “$65M Bonds”) until such time as the outcome of the ROFR issues, injunctions and arbitral proceedings are clear, pursuant to which we will consider recommencing the offering wherein the capital raised could be used to close the acquisition of SEPSA and finance the acquisition of additional international revenue producing oil and gas assets located in South America. To date, no proceeds have been accepted from this offering and therefore, we have no current payment burdens associated with the offering. When the legal issues surrounding SEPSA have been resolved or at a time when we are able to enter into a new business opportunity agreement that establish our rights to purchase a similar revenue producing asset base to that of SEPSA, we will consider reestablishing offering of the $65M Bonds.

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Acquisition of BAO

On December 21, 2007, we entered into a letter of intent acquisition agreement (the “BAO Agreement”) to acquire 100% of the shares of a Buenos Aires, Argentina based oil development and production company (the “BAO”). BAO controls leasehold interests primarily located in the Neuquén Basin, Rio Negro Province, Argentina. Under the terms of the BAO Agreement, we have the right to purchase 100% of the shares of BAO at an agreed upon price (that we are contractually obliged to not disclose until completion of the acquisition of BAO occurs), subject to the satisfactory outcome of due diligence related to BAO performed by us, which includes corporate, commercial, financial, geologic, geophysical and petroleum engineering analysis. Upon our satisfaction of the due diligence review performed by us and our agents as above described, we have agreed with BAO to negotiate and execute a mutually acceptable Share Purchase Agreement (the “BAO SPA”) among our company, BAO and the shareholders of BAO. Upon consummation of the BAO SPA, if and when this occurs, we intend to commence drilling, development and expansion of the BAO leasehold interests in the Neuquén Basin. As of the date of this filing, we have received notice by the principals of BAO regarding unexpected delays than anticipated by BAO to receive the appropriate extensions over portions of BAO’s concessions from the provincial authority that will approve those extensions if and when they are provided. However, we are aware of the complexities and delays that occur related to the undertakings required to access long-term extensions over Argentine oil and gas concessions and we therefore, consider that acquiring approval for such extensions from provincial oil and gas authorities in Argentina can take considerable time.

As of the date of this filing, BAO has been unable to display its capacity to secure the necessary extensions over portions of its concession interests from the Argentine provincial authorities as they represented they would. We have therefore, ceased any further discussions with BAO or activities related to our ongoing interests in the acquisition of BAO.

MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and plan of operations together with the interim unaudited financial statements and the notes thereto included elsewhere in this report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this report, particularly in the section entitled “Risk Factors”.

Second Quarter and Six Month Summary

		Second Quarter Ended June 30							Six Months Ended June 30
							Percentage							Percentage
		2009			2008		Increase /		2009			2008		Increase /
							(Decrease)							(Decrease)
Revenue		-			-				-			-

Operating	$	352,026		$	2,865,110		(87.7)%	$	984,701		$	3,398,605		(71.0)%
Expenses
Depreciation		1,138			1,169		(2.7)%		2,365			2,338		(1.2)%
expenses
General and		513			116,857		(99.6)%		19,737			230,450		(91.4)%
Administrative
Management and		331,411			2,355,983		(85.9)%		857,618			2,681,325		(68.0)%
Consulting Fees
Professional Fees		18,964			391,101		(95.2)%		104,981			484,492		(78.3)%

Other items
Interest expenses		5,715			31,919		(82.1)%		18,459			71,129		(74.0)%
Debt
extinguishment		-			-		N/A		-			380,744		(100.0)%

Tax benefit												(197,186	)	100.0%
Discontinued		-			-		N/A		-			(368,810	)	100.0%
Operations

Net Loss	$	(357,741	)	$	(2,897,029	)	(87.6)%	$	(1,003,160	)	$	(3,284,482	)	(69.4)%

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Revenue

We are presently in the exploration stage of our business, have not earned any revenues from our planned operations to date, and do not anticipate earning revenues until such time as we enter into commercial production of our project, or other oil and gas properties we may acquire from time to time.

General and Administrative Expenses

The decrease in general and administrative expenses for the three and six month periods ended June 30, 2009 was due to the decrease in office and rent expenses. General and administrative expenses generally include corporate overhead, financial and administrative contractual services, marketing and consulting costs.

Net Loss

The decrease in our losses from continuing operations for the three and six month periods ended June 30, 2009 as compared to the comparative period in 2008 was primarily due to a decrease in management and consulting fees, professional fees, and general and administrative expenses. Our net loss for the three month period ended June 30, 2009 was $357,741 or $0.01 per share compared to a net loss of $2,897,029 or $0.09 per share for the three month period ended June 30, 2008. The weighted average number of shares outstanding was 38,522,562 at June 30, 2009, compared to 30,984,737 at June 30, 2008.

The income from discontinued operations for the six month period ended June 30, 2009 consisted of $nil (2008 -$368,810) as there was a recovery of expenses due to the settlement of Petrogen’s debts and dissolution proceedings in 2008.

The other items of $(18,459) during the six month period ended June 30, 2009, consisted of interest and finance fee expense as compared to $(451,873) in the comparative period in 2008, was due to the recognition of a $380,744 debt extinguishment expense in 2008 related to certain notes payable, which were not convertible upon their initial issuance date.

Management and Consulting Fees

Management and consulting fees decreased by $1,823,707 or 68% for the six month period ended June 30, 2009 due to a decrease in stock-based compensation as no stock options were granted in 2009.

Professional Fees

Professional fees were $18,964 for the three month period ended June 30, 2009 compared to $391,101 for the three month period ended June 30, 2008 (a decrease of $372,137 or 92%). The decrease in professional fees was due to legal costs related to the ICC proceedings with SEPSA in 2008.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital
							Percentage
		At June 30, 2009			At December 31, 2008		Increase / (Decrease)
Current Assets	$	23,797		$	29,839		(20.3)%
Current Liabilities	$	2,751,586		$	2,345,800		17.3%
Working Capital	$	(2,727,789	)	$	(2,315,961	)	(17.8)%

Cash Flows
		Six Months Ended			Six Months Ended
		June 30, 2009			June 30, 2008
Cash Flows used in Operating Activities	$	(79,498	)	$	(1,067,637	)
Cash Flows provided by (used in) Investing Activities	$	-		$	-
Cash Flows provided by (used in) Financing Activities	$	77,206		$	1,051,934
Net (decrease) increase in Cash During Period	$	(2,292	)	$	(15,703	)

As at June 30, 2009, current assets were comprised of: (i) $1,458 in cash; and (ii) $22,339 in prepaids and deposits.

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As at June 30, 2009, our total assets were $38,899 comprised of: (i) $23,797 in current assets; and (ii) $15,102 in furniture and equipment (net of depreciation). The decrease in total assets at June 30, 2009 compared to total assets at December 31, 2008 was primarily due to a decrease in prepaid expenses due to the recognition of those expenses and a decrease in cash.

As at June 30, 2009, current liabilities were comprised of: (i) $1,570,847 in accounts payable and accrued liabilities; (ii) $346,877 in share based compensation liability; (iii) $112,500 in convertible notes payable; (iv) $354,176 in notes payable; and (v) $367,186 due to related parties.

As at June 30, 2009, our total liabilities were $2,751,586, all consisting of current liabilities. The increase in total liabilities at June 30, 2009 compared to total liabilities at December 31, 2008 was due primarily to the issuance of notes payable, an increase in the valuation of share based compensation liability, and an increase in amounts advanced by related parties.

Stockholders' deficit increased from $7,918,494 at December 31, 2008 to $8,645,674 at June 30, 2009.

For the six month period ended June 30, 2009, net cash used in continuing operating activities was $79,498 compared to net cash used in continuing operating activities of $1,067,637 for the six month period ended June 30, 2008. The $988,139 decrease in net cash used in operating activities is the result of lower professional fees and a decrease in the amount of management and consulting fees paid. Net cash used in continuing operating activities for the six month period ended June 30, 2009 was comprised of a net loss of $1,003,160 (2008: $3,284,482) and adjusted primarily by stock based compensation of $316,134 (2008: $2,275,738) and accrued management fees of $409,650 (2008: $95,773).

Cash flows from financing activities for the six month period ended June 30, 2009 was $77,206 compared to cash flow used in financing activities of $1,051,934 for the six month period ended June 30, 2008. The net cash flow from financing activities for the six month period ended June 30, 2009 was primarily comprised of: (i) $14,000 (2008: $351,100) in proceeds on sale of common stock including subscriptions received; and (ii) $139,434 (2008: $605,000) in notes payable. The decrease in net cash from financing activities for the period ended June 30, 2009 was primarily the result of less private placement proceeds and advances from notes payable.

Cash Requirements

Over the next twelve months we intend to acquire oil and gas properties in Argentina. We anticipate that we will incur the following costs and operating expenses over the next twelve months, excluding the acquisition costs related to our acquisition of the Cerro Negro concession, the BOA and San Enrique Petrolera S.A., as follows:

Estimated Funding Required During the Next Twelve Months
Expenses		Amount
Management fees	$	1,400,000
Oil and Gas exploration & development expenses and holding costs		36,000,000
Professional fees		950,000
Investor relations		960,000
Rent, utilities and insurance		200,000
Other general & administrative expenses		400,000
Current liabilities		2,500,000
Total	$	42,410,000

We will require additional funds to implement our growth strategy in exploration operations. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to raise such additional funds from any source. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

Going Concern

Due to our being an exploration stage company and not having generated revenues, in the Notes to our financial statements for the year ended December 31, 2008, we have included disclosure regarding concerns about our ability to continue as a going concern.

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As at June 30, 2009, the Company has a working capital deficiency of $2,727,789. We have historically incurred losses, and through June 30, 2009 have incurred losses of $28,225,251 from our inception. Because of these historical losses, we will require additional working capital to develop our business operations. We intend to raise additional working capital through private placements, public offerings, bank financing and/or advances from related parties or shareholder loans.

The continuation of our business is dependent upon obtaining further financing and achieving a break even or profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current or future stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available we may not increase our operations.

Our auditors have included an explanatory paragraph in the audit report of the year-ended December 31, 2008 financial statements that we are in the development stage, we have not yet achieved profitable operations and we are dependent on our ability to raise capital from shareholders or other sources to meet our obligations and repay our liabilities arising from normal business operations when they come due.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements, other than what has been previously discussed that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been presented in United States dollars and prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”).

Principles of Consolidation

The consolidated financial statements include the accounts of our company and our wholly-owned subsidiaries, Petrogen and Pluris Energy Group, Inc. All significant intercompany transactions and account balances have been eliminated.

Oil and Gas Properties

We follow the full cost method of accounting for our oil and gas operations whereby all cost related to the acquisition of petroleum and natural gas interests are capitalized. Such costs include land and lease acquisition costs, annual carrying charges of non-producing properties, geological and geophysical costs, costs of drilling and equipping productive and non-productive wells, and direct exploration salaries and related benefits. Proceeds from the disposal of oil and gas properties are recorded as a reduction of the related capitalized costs without recognition of a gain or loss unless the disposal would result in a change of 20 percent or more in the depletion rate.

To date we have commenced initial production of gas but have not yet quantified proven reserves from evaluations from third party independent reservoir engineers. Depletion and depreciation of the carrying value of unproved oil and gas properties are computed using the unit-of-production method based on the estimated reserves of oil and gas as determined by management.

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Estimated future removal and site restoration costs are provided over the life of proven reserves on a unit-of-production basis. Costs, which include the cost of production equipment removal and environmental clean-up, are estimated each period by management based on current regulations, costs, technology and industry standards. The charge is included in the provision for depletion and depreciation and the actual restoration expenditures are charged to the accumulated provision accounts as incurred.

We apply a ceiling test to capitalized costs to ensure that such costs do not exceed estimated future net revenues from production of proven reserves at year end market prices less future production, administrative, financing, site restoration, and income tax costs plus the lower of cost or estimated market value of unproved properties. If capitalized costs are determined to exceed estimated future net revenues, an impairment of the carrying value is charged in the period.

Use of Estimates and Assumptions

Preparation of our financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant areas requiring management’s estimates and assumptions are reviewing the carrying values of oil and gas properties for impairment, determining fair value for stock based compensation and the amortization rate for furniture and equipment.

Stock-Based Compensation

We account for all of our stock-based payments and awards under the fair value based method.

Stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of stock-based payments to non-employees is periodically re-measured until the counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if we had paid cash instead of paying with or using equity based instruments. The cost of the stock-based payments to non-employees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for-services in which case such compensation would be amortized over the contractual term.

We account for the granting of share purchase options to employees using the fair value method whereby all awards to employees will be recorded at fair value on the date of the grant. Share based awards granted to employees with a performance condition are measured based on the probable outcome of that performance condition during the requisite service period. We assess the probability of any performance condition being achieved and we accrue the value of the award if it is probable that a performance condition will be achieved. Compensation costs for stock-based payments to employees that do not include performance conditions are recognized on a straight-line basis. The fair value of all share purchase options are expensed over their vesting period with a corresponding increase to additional capital surplus. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in additional capital surplus, is recorded as an increase to share capital.

We use the Black-Scholes option valuation model to calculate the fair value of share purchase options at the date of the grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility.

Recently Adopted Accounting Pronouncements

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we will adopt the provisions for non-financial assets and non-financial liabilities that are not required or permitted to be measured at fair value on a recurring basis. We are in the process of evaluating this standard in our consolidated financial statements for our fiscal year ended December 31, 2009

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4T. Controls and Procedures

Disclosure and Procedures

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As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report, being June 30, 2009. This evaluation was carried out under the supervision and with the participation of our management, including our company’s chief executive officer and chief financial officer.

Based on this evaluation, our company’s chief executive officer and chief financial officer have concluded that our disclosure controls and procedures as at June 30, 2009 were not effective to provide reasonable assurance that information required to be disclosed in reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required and that it is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of independent directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes.

Management of the Company believes that the material weaknesses set forth in (2), (3) and (4) above did not affect the Company’s financial results. However, management believes that the lack of a functioning audit committee and a lack of a majority of independent directors on the Company’s board of directors resulting in the ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in material deficiencies in the Company’s determination to its financial statements for future years.

We are committed to improving our financial organization. As part of this, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company by doing the following: i) appointing one or more independent directors to our board of directors who shall additionally be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of one or more independent directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of independent directors on the Company’s board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses: (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of the US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes.

Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in the proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn-over issues within the department occur. This, coupled with the appointment of additional independent directors will greatly decrease any control and procedure issues that the Company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. This annual report does not include an attestation report of the Company’s registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission.

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In light of the conclusion that our company's disclosure controls and procedures were ineffective as of June 30, 2009, we have applied procedures and processes as necessary to ensure the reliability of our financial reporting in regards to this quarterly report. Accordingly, management believes, based on its knowledge, that: (i) this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading with respect to the period covered by this report; and (ii) the financial statements, and other financial information included in this quarterly report, fairly present in all material respects our financial condition, results of operations and cash flows as at, and for, the periods presented in this quarterly report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2009 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Certifications

Certifications with respect to disclosure controls and procedures and internal control over financial reporting under Rules 13a-14(a) of the Securities Exchange Act of 1934 are attached to this Form 10-Q.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Other than set out below, we know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

On April 30, 2007, we commenced an arbitral action against SEPSA through the ICC requesting the ICC to enforce SEPSA’s obligations under the terms agreed upon in the SPA and to sell to our company 100% of the shares of SEPSA and to award damages incurred by us related to our out of pocket expenses, loss of business opportunity and loss of revenue. SEPSA subsequently filed a counter claim with the ICC seeking awards for legal fees and translation costs related to this dispute.

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final damages award being rendered. On this basis, there is no determination as to the length of time necessary for the ICC to render a final damages award.

We operate in the field of oil and gas exploration and are therefore subject to state and federal environmental regulations. Due to the diversity of these regulations compliance at all times cannot be assured.

Item 1A. Risk Factors.

Much of the information included in this quarterly report includes or is based upon estimates, projections or other “forward-looking statements”. Such forward-looking statements include any projections or estimates made by 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, assumption or other future performance suggested herein.

Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements.

Our business is difficult to evaluate because we have a limited operating history.

In considering whether to invest in our common stock, you should consider that there is only limited historical financial and operating information available on which to base your evaluation of our performance. Our inception was November 15, 2001 and, as a result, we have a limited operating history.

We have a history of operating losses and there can be no assurances we will be profitable in the future. We have a history of operating losses, expect to continue to incur losses, and may never be profitable. Further, we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We have incurred losses from continuing operations totaling approximately $22,901,048 from inception to June 30, 2009 and incurred losses from discontinued operations totaling approximately $5,324,203 for the same period. As of June 30, 2009, we had an accumulated deficit of $28,225,251 and a working capital deficiency of $2,727,789. Further, 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: (i) the costs to acquire additional leases are more than we currently anticipate; (ii) drilling and completion costs for additional wells increase beyond our expectations; or (iii) we encounter greater costs associated with general and administrative expenses or offering costs.

Our development of and participation in an increasingly larger number of oil and gas prospects have required and will continue to require substantial capital expenditures. The uncertainty and factors described throughout this section may impede our ability to economically find, develop, exploit, and acquire natural gas and oil reserves. As a result, we may not be able to achieve or sustain profitability or positive cash flows from operating activities in the future.

Our independent auditors report contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

We have received a going concern opinion from our independent auditor’s report. The independent auditor’s report accompanying our December 31, 2008 and 2007 consolidated financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The consolidated financial statements have been prepared on the assumption that our company will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders will be materially and adversely affected.

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We will require additional funding in the future.

Based upon our historical losses from operations, we will require additional funding in the future. If we cannot obtain capital through financings or otherwise, our ability to execute our development plans and achieve production levels will be greatly limited. Our current development plans require us to make capital expenditures for the exploration and development of our oil and natural gas properties. Historically, we have funded our operations through the issuance of equity and short-term debt financing arrangements. We may not be able to obtain additional financing on favorable terms, if at all. Our future cash flows and the availability of financing will be subject to a number of variables, including potential production and the market prices of oil and natural gas. Further, debt financing could lead to a diversion of cash flow to satisfy debt-servicing obligations and create restrictions on business operations. If we are unable to raise additional funds, it would have a material adverse effect upon our operations.

Our acquisitions may not be successful.

Our acquisitions may not be successful. As part of our growth strategy, we intend to acquire additional oil and gas production properties. Such acquisitions may pose substantial risks to our business, financial condition, and results of operations. In pursuing acquisitions, we will compete with other companies, many of which have greater financial and other resources to acquire attractive properties. Even if we are successful in acquiring additional properties, some of the properties may not produce revenues at anticipated levels or failure to conduct drilling on prospects within specified time periods may cause the forfeiture of the lease in that prospect. There can be no assurance that we will be able to successfully integrate acquired properties, which could result in substantial costs and delays or other operational, technical, or financial problems. Further, acquisitions could disrupt ongoing business operations. If any of these events occur, it would have a material adverse effect upon our operations and results from operations.

Our exploratory and development drilling and production operations may not be successful.

Our exploratory and development drilling and production operations may not be successful. There can be no assurance that our future drilling activities will be successful, and we cannot be sure that our overall drilling success rate or our production operations within a particular area will not decline. We may not recover all or any portion of our capital investment in the wells or the underlying leaseholds. Unsuccessful drilling activities would have a material adverse effect upon our results of operations and financial condition. The cost of drilling, completing, and operating wells is often uncertain, and a number of factors can delay or prevent drilling operations including: (i) unexpected drilling conditions; (ii) pressure or irregularities in formation; (iii) equipment failures or accidents; (iv) adverse weather conditions; and (iv) shortages or delays in availability of drilling rigs and delivery of equipment.

Further, coal beds from which gas is produced may frequently contain water, which may hamper any production of gas in commercial quantities. The amount of gas that can be commercially produced depends upon the coal quality, the original gas content of the coal seam, the thickness of the seam, the reservoir pressure, the rate at which gas is released from the coal, and the existence of any natural fractures through which the gas can flow to the well bore. However, coal beds frequently contain water that must be removed in order for the gas to detach from the coal and flow to the well bore. The average life of a coal bed well is only five to six years. Ability to remove and dispose of sufficient quantities of water from the coal seam will determine whether or not production of gas can occur in commercial quantities.

There is no guarantee that the potential drilling locations that we have or acquire in the future will ever produce oil or natural gas, which could have a material adverse effect upon our results of operations.

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations. A 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 additional capital for our operations. Because our operations to date have been principally financed through the sale of equity securities, a decline in the price of our common stock could have an adverse effect upon our liquidity and our continued operations. A reduction in our ability to raise equity capital in the future would have a material adverse effect upon our business plan and operations, including our ability to 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.

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We are a new entrant into the oil and gas industry.

We are a new entrant into the oil and gas industry without a profitable operating history. Since November 15, 2001 (inception), our activities have been limited to organizational efforts, obtaining working capital and acquiring and developing a very limited number of properties. As a result, there is limited information regarding production or revenue generation. As a result, our future revenues may be limited.

Our future development focus is towards acquiring non-operated and operated working interests in international producing oil and gas fields in the South American region of Argentina. These prospects are still in the development stage, and estimates made at this time as to proved or probable oil and natural gas reserves cannot be guaranteed that sufficient reserves will be maintained or new reserves discovered for production. The absence of reporting a sustained production history provides risk regarding independent reserve estimates. Property lease positions in other locations that have been acquired by us are unproven, having little to no production, which prevents us from assigning any proved or probable reserves to these other properties.

No assurance of the accuracy of the estimates of oil and gas reserves.

There is no assurance of the accuracy of the estimates of oil and gas reserves. Reserve estimates are based upon various assumptions, including assumptions relating to oil and gas prices, drilling and operating expenses, production levels, capital expenditures, taxes and availability of funds. No one can measure underground accumulations of oil and natural gas in an exact way. As a result, estimated quantities of proved reserves, projections of future production rates, and the timing of development expenditures may be incorrect. Any significant variance from these assumptions to actual figures could greatly affect our estimates of reserves, the economically recoverable quantities of oil and natural gas attributable to any particular group of properties, the classifications of reserves based on risk of recovery, and estimates of the future net cash flows.

Further, the present value of future net cash flows from any proved reserves is not necessarily the same as the current market value of any estimated oil and natural gas reserves. Actual future net cash flows from oil and natural gas properties also will be affected by factors such as: (i) actual prices we receive for oil and natural gas; (ii) the amount and timing of actual production; (iii) supply of and demand for oil and natural gas; and (iv) changes in governmental regulations or taxation.

The timing of both production and incurrence of expenses in connection with the development and production of oil and natural gas properties will affect the timing of actual future net cash flows from proved reserves, and thus their actual present value. In addition, any discount factor used when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the oil and natural gas industry in general. Actual future production, oil and gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and gas reserves will most likely vary from those estimates and any significant variance could have a material adverse effect on our future results from operations.

Unless we replace our oil and gas reserves, our reserves and production will decline.

Unless we replace our oil and natural gas reserves, our reserves and production will decline, which would adversely affect our business, financial condition and results of operations. Producing oil and natural gas reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Thus, our future oil and natural gas reserves and production and, therefore, our cash flow and income are highly dependent on our success in efficiently developing and exploiting our current reserves and economically finding or acquiring additional recoverable reserves. We may not be able to develop, find or acquire additional reserves to replace our current and future production at acceptable costs.

Prospects that we decide to drill may not yield natural gas or oil in commercially viable quantities.

Prospects that we decide to drill may not yield natural gas or oil in commercially viable quantities. Our prospects are in various stages of evaluation, ranging from prospects that are ready to drill to prospects that will require substantial additional seismic data processing and interpretation. However, the use of seismic data and other technologies and the study of producing fields in the same area will not enable us to know conclusively prior to drilling and testing whether natural gas or oil will be present or, if present, whether natural gas or oil will be present in sufficient quantities to recover drilling or completion costs or to be economically viable. If we drill wells that we identify as dry holes in our current and future

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prospects, our drilling success rate may decline and materially harm our business. In sum, the cost of drilling, completing and operating any wells is often uncertain and new wells may not be productive.

We are substantially dependent upon our acquisition plans related to hydrocarbon interests in Argentina.

We are substantially dependent upon our acquisition plans related to hydrocarbon interests in Argentina, which causes our risk to be concentrated. As a result, we may be disproportionately exposed to the impact of delays or interruptions of production from these wells caused by significant governmental regulation, transportation capacity constraints, curtailment of production or interruption of transportation of natural gas produced from the wells.

Properties that we acquire may not produce as projected.

Properties that we buy may not produce as projected and we may be unable to determine reserve potential, identify liabilities associated with the properties or obtain protection from sellers against them. One of our growth strategies is to capitalize on opportunistic acquisitions of oil and natural gas reserves. However, our reviews of acquired properties are inherently incomplete because it generally is not feasible to review in depth every individual property involved in each acquisition. A detailed review of records and properties may not necessarily reveal existing or potential problems, nor will it permit a buyer to become sufficiently familiar with the properties to assess fully their deficiencies and potential. Further, environmental problems, such as ground water contamination, are not necessarily observable even when an inspection is undertaken. Acquiring properties with liabilities would have a material adverse effect upon our results of operations.

The potential profitability of oil and gas ventures depends upon factors beyond our control.

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 and other 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, but are not limited to, 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 us not receiving an adequate return on our invested capital.

We are dependent upon transportation and storage services provided by a third party.

We are and will continue to be dependent upon transportation and storage services provided by third parties. We will be dependent on the transportation and storage services offered by various interstate and intrastate pipeline companies for the delivery and sale of our oil and gas supplies. Both the performance of transportation and storage services by interstate pipelines and the rates charged for such services are subject to the jurisdiction of the Federal Energy Regulatory Commission or state regulatory agencies. An inability to obtain transportation and/or storage services at competitive rates could hinder our processing and marketing operations and/or affect our sales margins.

Our results of operation are dependent upon market prices.

Our results of operations are dependent upon market prices for oil and natural gas, which fluctuate widely and are beyond our control. Our revenue, profitability, and cash flow depend upon the prices and demand for oil and natural gas. The markets for these commodities are very volatile and even relatively modest drops in prices can significantly affect our financial results and impede our growth. Prices received also will affect the amount of future cash flow available for capital expenditures and may affect our ability to raise additional capital. Lower prices may also affect the amount of natural gas and oil that can be economically produced from reserves either discovered or acquired.

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Factors that can cause price fluctuations include: (i) the level of consumer product demand; (ii) weather conditions; (iii) domestic and foreign governmental regulations; (iv) the price and availability of alternative fuels; (v) technical advances affecting energy consumption; (vi) proximity and capacity of oil and gas pipelines and other transportation facilities; (vii) political conditions in natural gas and oil producing regions; (viii) the domestic and foreign supply of natural gas and oil; (ix) the ability of members of Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls; (x) the price of foreign imports; and (xi) overall domestic and global economic conditions.

The availability of a ready market for our oil and gas depends upon numerous factors beyond our control.

The availability of a ready market for our oil and gas depends upon numerous factors beyond our control, including the extent of domestic production and importation of oil and gas, the relative status of the domestic and international economies, the proximity of our properties to gas gathering systems, the capacity of those systems, the marketing of other competitive fuels, fluctuations in seasonal demand and governmental regulation of production, refining, transportation and pricing of oil, natural gas and other fuels.

The oil and gas industry involves many operating risks that can cause substantial losses.

The oil and gas industry in which we operate involves many operating risks that can cause substantial losses. Our drilling activities are subject to many risks, including the risk that we will not discover commercially productive reservoirs. Drilling for oil and natural gas can be unprofitable, not only from dry holes, but from productive wells that do not produce sufficient revenues to return a profit. In addition, our drilling and producing operations may be curtailed, delayed or canceled as a result of other factors, including: (i) fires; (ii) explosions; (iii) blow-outs and surface cratering; (iv) uncontrollable flows of underground natural gas, oil, or formation water; (v) natural disasters; (vi) facility and equipment failures; (vii) title problems; (viii) shortages or delivery delays of equipment and services; (ix) abnormal pressure formations; and (x) environmental hazards such as natural gas leaks, oil spills, pipeline ruptures and discharges of toxic gases.

If any of these events occur, we could incur substantial losses as a result of: (i) injury or loss of life; (ii) severe damage to and destruction of property, natural resources or equipment; (iii) pollution and other environmental damage; (iv) clean-up responsibilities; (v) regulatory investigation and penalties; (vi) suspension of our operations; or (vii) repairs necessary to resume operations. If we were to experience any of these problems, it could affect well bores, gathering systems and processing facilities, any one of which could adversely affect our ability to conduct operations. We may be affected by any of these events more than larger companies, since we have limited working capital. We currently do not maintain liability insurance on bodily injury, which would include coverage for pollution, environmental damage and chemical spills. For other risks, we may further elect not to obtain insurance if we believe the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. If a significant accident or other event occurs and is not covered by insurance, it could adversely affect operations. Moreover, even if we obtained insurance in the future, we cannot provide assurance that we would be able to maintain adequate insurance at rates considered reasonable.

The oil and gas industry is highly competitive.

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 natural gas industry is intensely competitive, and we compete with other companies that have greater resources. Many of these companies not only explore for and produce oil and natural gas, but also carry on refining operations and market petroleum and other products on a regional, national or worldwide basis. These companies may be able to pay more for productive oil and natural gas properties and exploratory prospects or define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may have a greater ability to continue exploration activities during periods of low oil and natural gas market prices. Our larger competitors may be able to absorb the burden of present and future federal, state, local and other laws and regulations more easily than we can, which would adversely affect our competitive position. Our ability to acquire additional properties and to discover reserves in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in bidding for exploratory prospects and producing oil and natural gas properties.

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There can be no assurance we will be able to obtain drilling equipment.

There can be no assurance we will be able to obtain drilling equipment to meet our drilling requirements. We may experience delays in obtaining drilling rigs due to the high drilling demand in the areas where we have been concentrating our oil and gas targeted production and leasing programs. There can be no assurance that we will be able to obtain the requisite drilling equipment to meet our planned drilling initiatives according to our timetable. In the event that we are unable to obtain drilling equipment to conduct our exploration operations, it could have a material adverse effect upon our business and our results of operations.

The marketability of natural resources will be affected by numerous factors.

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.

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 us. 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 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 we may elect not to insure against due to prohibitive premium costs and other reasons. To date we have not been required to spend material amounts on compliance with environmental regulations. However, we may be required to do so in the future and this may affect our ability to expand or maintain our operations.

Exploration and production activities are subject to environmental regulations.

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. However, we are not insured against all possible environmental risks.

Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.

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 our ability to carry on business. The actions, policies or regulations, or changes thereto, of any

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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.

We may be unable to retain key employees or consultants.

We may be unable to retain key employees or consultants or recruit additional qualified personnel. Our extremely limited personnel means that we would be required to spend significant sums of money to locate and train new employees in the event any of our employees resign or terminate their employment with us for any reason. Due to our limited operating history and financial resources, we are entirely dependent on the continued service of Mr. Sacha Spindler, our Chief Executive Officer, and Mr. Sam Sen, our President. Further, we do not have key man life insurance on either of these individuals. We may not have the financial resources to hire a replacement if one or both of our officers were to die. The loss of service of either of these employees could therefore significantly and adversely affect our operations.

Certain of our officers and directors may be subject to conflicts of interest.

Our officers and directors may be subject to conflicts of interest. Certain of our officers and directors serve only part time and are subject to conflicts of interest. Certain of these officers and directors each devote part of his working time to other business endeavors. These business endeavors as well as other business opportunities should be presented to our company. Such conflicts include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to our company. Because of these relationships, our officers and directors may be subject to conflicts of interest.

Sales of a substantial number of share or our common stock into the public market may result in significant downward pressure on the price of our common stock.

Sales of a substantial number of shares of our common stock into the public market by certain stockholders may result in significant downward pressure on the price of our common stock and could affect your ability to realize the current trading price of our common stock. Sales of a substantial number of shares of our common stock in the public market by certain stockholders could cause a reduction in the market price of our common stock. As of August 13, 2009, we have 39,216,965 shares of common stock issued and outstanding. There are 16,778,099 outstanding shares of our common stock that are restricted securities as that term is defined in Rule 144 under the Securities Act. Although the Securities Act and Rule 144 place certain prohibitions on the sale of restricted securities, restricted securities may be sold into the public market under certain conditions. Further, as of June, 2009, there are an aggregate of 3,182,000 stock options and 3,928,028 warrants outstanding.

Any significant downward pressure on the price of our common stock as certain stockholders sell their shares of our common stock could encourage short sales by the selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock.

The trading price of our common stock on the OTC Bulletin Board has been and may continue to fluctuate significantly.

The trading price of our common stock on the OTC Bulletin Board has been and may continue to fluctuate significantly and stockholders may have difficulty reselling their shares. During fiscal periods ended June 30, 2009 and December 31, 2008, our common stock has traded as low as $0.05 and as high as $0.16. In addition to volatility associated with OTC Bulletin Board securities in general, the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) changes in the world wide price for oil or natural gas; (ii) disappointing results from our discovery or development efforts; (iii) failure to meet our revenue or profit goals or operating budget; (iv) decline in demand for our common stock; (v) downward revisions in securities analysts' estimates or changes in general market conditions; (vi) technological innovations by competitors or in competing technologies; (vii) lack of funding generated for operations; (viii) investor perception of our industry or our prospects; and (ix) general economic trends.

In addition, stock markets have experienced extreme price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.

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Our stock is a penny stock. 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.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “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 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.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Additional issuances of equity securities may result in dilution to our existing shareholders.

Additional issuances of equity securities may result in dilution to our existing stockholders. Our Articles of Incorporation authorize the issuance of 250,000,000 shares of common stock and 100,000,000 shares of preferred stock. The board of directors has the authority to issue additional shares of our capital stock to provide additional financing in the future and the issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. If we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. As a result of such dilution, if you acquire shares of our common stock, your proportionate ownership interest and voting power could be decreased. Further, any such issuances could result in a change of control.

As of March 6, 2006, our board of directors authorized and approved the adoption of Performance Stock Incentive Plan, pursuant to which an aggregate of 6,000,000 restricted shares of our common stock were issued to certain officers, directors and consultants. The 6,000,000 restricted shares of common stock are subject to an escrow and can be acquired by the respective individual upon achievement by us of certain milestones.

Nevada law and our Articles of Incorporation may protect our directors from certain types of lawsuits.

Nevada law and our Articles of Incorporation may protect our directors from certain types of lawsuits. Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may

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have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

Because some of our officers and directors are located in non-U.S. jurisdictions, you may have no effective recourse against the non U.S. officers and directors for misconduct and may not be able to enforce judgement and civil liabilities against our officers, directors, experts and agents.

Some of our directors and officers are nationals and/or residents of countries other than the United States, specifically Canada, 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 enforce within the United States any judgments obtained against our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

We did not sell any equity securities which were not registered under the Securities Act of 1933 during the three month period ended June 30, 2009 that were not otherwise reported on a current report on Form 8-K.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-B

Exhibit Number and Exhibit Title

(10)	Material Contracts

10.0	Assignment Agreement dated July 4, 2008 between Pluris Sarmiento Petroleo SA and Clear S.R.L. (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 14, 2008)

10.1	Bearer Trust Agreement dated July 1, 2008 between Soumitra Sam Sen and Pluris. (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 14, 2008)

10.2	Bearer Trust Agreement dated July 1, 2008 between Sacha Spindler and Pluris. (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 14, 2008)

10.3	Management Consulting Services Agreement (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 14, 2008)

(31)	Section 302 Certifications

31.1*	Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Sacha Spindler.

31.2*	Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Rahul Gandhi.

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(32)	Section 906 Certification

32.1*	Section 906 Certification of the Sarbanes-Oxley Act of 2002.

* Filed Herewith

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.

PLURIS ENERGY GROUP INC.

By: /s/ Sacha H. Spindler
Sacha H. Spindler
CEO, Chairman and Director
Principal Executive Officer

Date: August 19, 2009.

By: /s/ Rahul Gandhi
Rahul Gandhi
Chief Financial Officer
Principal Financial Officer and Principal Accounting Officer
Date: August 19, 2009.

PLURIS ENERGY GROUP INC 10-Q