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 September 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)

12929 Gulf Freeway, Suite 200
Houston, Texas 77034
(Address of principal executive offices) (zip code)

713-538-1484
(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 [ ]

- 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 November 13, 2009, there were 200,620,000 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

SEPTEMBER 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

		September 30,			December 31,
		2009			2008
		(Unaudited)

ASSETS
CURRENT ASSETS
Cash	$	188		$	3,750
Prepaids and deposits		-			26,089

		188			29,839

FURNITURE AND EQUIPMENT, net of depreciation of $56,853 (2008 - $53,430)		14,045			17,467

	$	14,233		$	47,306


LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	1,562,700		$	1,551,084
Share based compensation liability (Notes 9 and 10)		319,876			154,793
Convertible notes payable (Note 5)		112,500			112,500
Notes payable (Note 4)		368,439			197,313
Due to related parties (Note 7)		511,585			330,110

TOTAL LIABILITIES		2,875,100			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)		6,072,987			5,620,000

STOCKHOLDERS’ DEFICIT (Note 8)
Common stock, $0.001 par value, 250,000,000 shares authorized
40,000,000 (2008 – 36,232,931) shares issued and outstanding		40,001			36,233
Additional paid-in capital		19,511,816			19,274,772
Preferred stock, $0.001 par value, 100,000,000 shares authorized
4,600,000 issued and outstanding		4,600			4,600
Share subscriptions receivable		-			(31,008	)
Private placement subscriptions proceeds		-			19,000
Deficit accumulated during the exploration stage		(28,490,271	)		(27,222,091	)

TOTAL STOCKHOLDERS’ DEFICIT		(8,933,854	)		(7,918,494	)

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT	$	14,233		$	47,306

Subsequent event – Note 12

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			Nine months			Nine months			November 15,
		ended			ended			ended			ended			2001 (inception)
		September 30,			September 30,			September 30,			September 30,			to September 30,
		2009			2008			2009			2008			2009

EXPENSES
Depreciation	$	1,058		$	1,424		$	3,423		$	3,762		$	56,853
General and administrative		25,045			126,910			44,783			357,361			2,890,009
Impairment of fixed assets		-			-			-			-			25,285
Management and consulting fees – (Notes 7,8,9 &11)		223,102			824,128			1,080,720			3,505,452			15,711,713
Professional fees (recovery)		(11,860	)		71,202			93,120			555,694			3,005,715

LOSS FROM OPERATIONS		(237,345	)		(1,023,664	)		(1,222,046	)		(4,422,269	)		(21,689,575	)

OTHER ITEMS
Interest and finance fee expense (Notes 4 and 5)		(27,675	)		(3,553	)		(46,134	)		(74,682	)		(485,687	)
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	)

		(27,675	)		(3,553	)		(46,134	)		(455,426	)		(1,673,679	)

LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES		(265,020	)		(1,027,217	)		(1,268,180	)		(4,877,695	)		(23,363,254	)
INCOME TAX BENEFIT FROM CONTINUING
OPERATIONS		-			7,502			-			197,186			197,186
LOSS FROM CONTINUING OPERATIONS		(265,020	)		(1,019,715	)		(1,268,180	)		(4,680,509	)		(23,166,068	)

DISCONTINUED OPERATIONS (Note 2)
Results of oil and gas operations , net of income tax of
$nil, $7,502, $nil, $197,186 and $197,186		-			14,891			-			391,202			(5,324,203	)

NET LOSS	$	(265,020	)	$	(1,004,824	)	$	(1,268,180	)	$	(4,289,307	)	$	(28,490,271	)


NET LOSS FROM CONTINUING OPERATIONS AS	$	(265,020	)	$	(1,019,715	)	$	(1,268,180	)	$	(4,680,509	)	$	(23,166,068	)
REPORTED
PREFERRED STOCK DIVIDEND (NOTE 8)		-			-			(32,987	)		-			(5,546,507	)
ACCRETION ON PREFERRED STOCK (NOTE 8)		(140,000	)		-			(420,000	)		-			(510,000	)
NET LOSS AVAILABLE TO COMMON
STOCKHOLDERS FROM CONTINUING
OPERATIONS	$	(405,020	)	$	(1,019,715	)	$	(1,721,167	)	$	(4,680,509	)	$	(29,222,575	)
INCOME (LOSS) ALLOCATED TO COMMON
STOCKHOLDERS FROM DISCONTINUED
OPERATIONS, NET OF TAX		-			14,891			-			391,202			(5,324,203	)
NET LOSS AVAILABLE TO COMMON
STOCKHOLDERS	$	(405,020	)	$	(1,004,824	)	$	(1,721,167	)	$	(4,289,307	)	$	(34,546,778	)

BASIC AND DILUTED NET INCOME(LOSS)
PER SHARE
Continuing operations	$	(0.01	)	$	(0.03	)	$	(0.04	)	$	(0.16	)
Discontinued operations		-			-			-			0.02
Net loss per common share	$	(0.01	)	$	(0.03	)	$	(0.04	)	$	(0.14	)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		39,503,755			33,762,775			38,847,040			30,925,681

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)

		Nine Months			Nine Months			November 15,
		ended			ended			2001 (inception)
		September 30,			September 30,			to September 30,
		2009			2008			2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations	$	(1,268,180	)	$	(4,289,307	)	$	(28,490,271	)
Adjust for (gain) loss from discontinued operations, net of tax					(391,202	)		5,324,203

Adjustments to reconcile net loss to net cash used in operating activities:
- depreciation		3,423			3,762			56,853
- accrued interest receivable		-			(3,445	)		(3,708	)
- accrued interest expense		25,104			81,375			302,069
- loss on settlement of debt		-			-			239,448
- accrued management fees		597,073			388,952			1,212,031
- non-recurring costs of share exchange		-			-			417,800
- stock-based compensation		351,152			2,392,623			9,615,728
- bonus expenses paid by the issuance of shares		128,225			535,969			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		26,089			11,619			(27,204	)
- accounts payable		18,548			(6,879	)		2,286,259
Net cash used in continuing operations		(118,566	)		(1,092,039	)		(5,529,259	)
Net cash used in discontinued operations		-			-			(1,832,441	)
NET CASH USED IN OPERATING ACTIVITIES		(118,566	)		(1,092,039	)		(7,361,700	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment		-			(8,930	)		(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		-			(8,930	)		34,686
Net cash used in discontinued investing activities		-			-			(2,618,447	)
NET CASH USED IN INVESTING ACTIVITIES		-			(8,930	)		(2,583,761	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on sale of common stock including subscriptions received		14,000			516,100			6,574,874
Proceeds on sale of preferred shares, Series B		-			-			4,540
Restricted cash		-			-			(36,049	)
Proceeds from notes payable		200,833			655,000			1,187,737
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		(99,829	)		(90,005	)		408,609
NET CASH FLOWS FROM FINANCING ACTIVITIES		115,004			1,081,095			9,945,649

NET INCREASE (DECREASE) IN CASH		(3,562	)		(19,874	)		188
CASH, BEGINNING		3,750			25,257			-

CASH, ENDING	$	188		$	5,383		$	188
Non-cash items (notes 7, 8, 9, 10 and 11)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-		$	-		$	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 SEPTEMBER 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 SEPTEMBER 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 SEPTEMBER 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 SEPTEMBER 30, 2009

												Deficit
												Accumulated
	Common Stock				Additional					Share		during
	Number of				Paid-in		Obligation 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 SEPTEMBER 30, 2009

												Deficit
												Accumulated
	Common Stock				Additional				Share			during
	Number of				Paid-in		Obligation to		subscriptions			Exploration
	Shares		Amount		Capital		issue 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 SEPTEMBER 30, 2009

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

	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 SEPTEMBER 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		221		32,768			-		-			-			-			32,989
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 issued for private placements, August 14, 2009 (Note 8)	95,000		95		18,905			-		(19,000	)		-			-			-
Stock issued for debt settlement, August 24, 2009 (Note 8(iv))	783,035		783		54,029			-		-			-			-			54,812
Stock-based compensation (Note 9)	-		-		186,077			-		-			-			-			186,077
Net loss	-		-		-			-		-			-			(1,268,180	)		(1,268,180	)
Dividend on Series B Preferred Stock (Note 8)	-		-		(32,987	)		-		-			-			-			(32,987	)
Accretion of Series B Preferred Stock (Note 8)	-		-		(420,000	)		-		-			-			-			(420,000	)

Balance, September 30, 2009	40,000,000	$	40,001	$	19,511,816		$	4,600	$	-		$	-		$	(28,490,271	)	$	(8,933,854	)

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

SEPTEMBER 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 mandate was to become an international oil and gas company engaged in the acquisition of producing oil and gas assets in Argentina. As a result of business acquisition of Nationwide Energy Portal Inc. (“NEP”) subsequent to year end, Pluris is currently positioned to provide proprietary fully automated real time business sourcing, information a gathering and forecasting system that caters to Retail Electric Providers (“REP’s”), energy brokers, and their agents, providing a web-based portal application that stores and manages data for the purpose of selling commercial electricity contracts in deregulated electric energy markets. NEP’s also compiles manages and distributes in real-time, current electricity rates from REP’s and estimates future wholesale and retail electricity rates as well as forecasting load based on historical data.

On August 28, 2009, the Company entered into a share exchange agreement (the “Agreement”) with.NEP, a Texas corporation, and all the shareholders of NEP (the “Vendors”). NEP owns certain proprietary software utilized by electricity brokers. On October 15, 2009, the Agreement closed and as a result, NEP became a wholly-owned subsidiary of the Company. (Note 12). The company is now focusing on the business opportunities of its newly acquired subsidiary.

As at September 30, 2009, the Company has a working capital deficiency of $2,874,912 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. 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. 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 nine months ended September 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 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 adopted 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 will continue to evaluate 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

F-13

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(Unaudited)

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 consolidated 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. See Note 12.

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. Adoption of SFAS 168 did not have a material impact on our consolidated financial statements and disclosures.

In June of 2009, the FASB issued Statement No. 166, Accounting for Transfers of Financial Assets, an amendment of Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. Statement No. 166 removes the concept of a qualifying special-purpose entity. Therefore, all entities should be evaluated for consolidation in accordance with applicable consolidation guidance. Statement No. 166 requires identification of any involvements with transferred assets and prevents de-recognition until all requirements for sale accounting have been met. Enhanced disclosures are required to provide greater transparency about any transferor’s continuing involvement with transferred assets. Statement No. 166 is effective as of each reporting entity’s first annual reporting period which begins after November 15, 2009 and for all interim periods within that first annual period. The Company has no current involvement with transferred assets but will comply should the situation arise.

F-14

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(Unaudited)

NOTE 2 – PROPERTY HELD FOR SALE

		December 31,			Incurred in			December 31.			Incurred in		September 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 nine months ended September 30, 2009 and 2008 and from November 15, 2001 (inception) to September 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:

		Nine Months		Nine Months		November 15, 2001
		ended		ended		(Inception) to
		September 30,		September 30,		September 30,
		2009		2008		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		-		-		2,074,534

		-		-		6,258,037

Net Operating Loss		-		-		(5,715,405	)
Gain on dissolution of United States subsidiary, net of tax		-		391,202		391,202

Results of oil and gas operations	$	-	$	391,202	$	(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 $391,202 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 nine-month period ended September 30, 2009, the share subscription receivable of $31,008 was applied 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

SEPTEMBER 30, 2009

(Unaudited)

NOTE 4 – NOTES PAYABLE

Balance, December 31, 2008	$	197,313
Notes issued		200,834
Accrued interest at 12.5%		25,104
Notes settled (Note 8(iv))		(54,812	)

Balance, September 30, 2009	$	368,439

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% due in full at the inception of the note payable. 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. (Note 5)

During the nine months ended September 30, 2009, the Company issued seven promissory notes for $200,834 which are unsecured, due on demand, and bear simple interest of 12.5% due in full at inception of the notes. $25,104 in interest has been recorded on these notes.

On August 24, 2009, the Company entered into a private placement agreement with a creditor in settlement of $54,812 including interest of $6,090 for proceeds of the private placement for 783,035 common shares at a quoted market price of $0.07 per share. (Note 8(iv))

As at September 30, 2009 the total notes payable outstanding are $368,439 (including interest of $40,938).

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 (Note 4) 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 September 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

SEPTEMBER 30, 2009

(Unaudited)

NOTE 6 – ACQUISITIONS

Subsequent to the closing of the Company’s share exchange agreement with NEP, whereas the Company’s business strategy has changed, all previous undertakings of the Company’s subsidiaries no longer applies to the business strategy of the Company as the subsidiaries were sold by the Company pursuant to the terms of the Share Exchange Agreement with NEP. (Note 12)

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. As a result of issues that arose amongst SEPSA and two of its partners on SEPSA’s Tierra del Fuego concessions, matters between SEPSA and the Company resulted in an arbitral proceeding being initiated by the Company against SEPSA. In this regard, the arbitral proceedings have been ongoing, with no definitive date of resolution as at the date of this filing.

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 acquired 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”).

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 was unable to raise the necessary capital to acquire the Concession.

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.

As BAO was unable to display its capacity to secure the necessary extensions over the portions of its concession interests from the Argentine provincial authorities, 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 nine months ended September 30, 2009, management fees of $270,000 (2008: $270,000) 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. At September 30, 2009, this company is owed $170,171 (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. This agreement has been terminated without severance as a result of the share exchange agreement (see note 12).

During the nine months ended September 30, 2009, consulting fees of $9,000 (2008: $9,000) were incurred to a director of the Company. At September 30, 2009, this director was owed $11,999 (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. This agreement has been terminated as a result of the share exchange agreement (see note 12).

F-17

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(Unaudited)

NOTE 7 – RELATED PARTY TRANSACTIONS (CONTINUED)

During the nine months ended September 30, 2009, management fees of $144,000 (2008: $162,000) 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. At September 30, 2009, this party was owed $143,999 (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. This agreement has been terminated without severance as a result of the share exchange agreement (see note 12).

During the nine months ended September 30, 2009, management fees of $27,000 (2008: $21,000) 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 September 30, 2009, this officer was owed $35,883 (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. This agreement has been terminated as a result of the share exchange agreement (see note 12).

During the nine months ended September 30, 2009, management fees of $90,000 (2008: $Nil) were incurred to an officer of the Company. At September 30, 2009, this party is owed $149,533 (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. This agreement has been terminated as a result of the share exchange agreement (see note 12).

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.

NOTE 8 – CAPITAL STOCK

Common Shares

During the nine-month period ended September 30, 2009, the Company issued a private placement of 20,000 common shares at $0.25 per share for cash proceeds of $5,000, issued 112,500 common shares at $0.08 per share for cash proceeds of $9,000 and issued 95,000 common shares pursuant to three private placement agreements at $0.20 per share for which subscription proceeds of $19,000 were received during 2008.

During the nine-month period ended September 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 common shares to a consulting company for the settlement of $32,989 in accounts payable. The common shares were measured at the quoted market price of $0.12 per share on the date of issuance. The common shares were issued as part of units with each unit consisting of one common share and one Series B preferred share (note 8 – Preferred Shares – Series B). The fair value of $32,987 of preferred shares – series B was recorded to mezzanine equity and charged as a dividend; and

	iv.	783,035 common shares to a creditor for the settlement of notes payable totaling $54,812. The common shares were issued at the quoted market price of $0.07 per share. No gain or loss was recognized on the settlement. (Note 4)

F-18

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(Unaudited)

NOTE 8 – CAPITAL STOCK (CONTINUED)

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;
	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;
	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;

F-19

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(Unaudited)

NOTE 8 – CAPITAL STOCK (CONTINUED)

Common Shares (continued)

	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 was 95,000 for total cash proceeds of $19,000, which were issued during the nine months ending September 30, 2009.

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, September 30, 2009	3,928,028		$0.57		0.66 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 September 30, 2009	3,928,028

Subsequent to the Company’s share exchange agreement closing, all warrants expired unexercised (see note 12).

F-20

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(Unaudited)

NOTE 8 – CAPITAL STOCK (CONTINUED)

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 September 30, 2009, the Company had 4,600,000 (December 31, 2008: 4,600,000) Series A preferred shares outstanding. As a result of the share exchange agreement (see note 12) entered into by the Company on August 27, 2009, the remaining 4,600,000 Series A Preferred Shares were gifted subsequent to September 30, 2009 to the incoming senior officers of the newly merged company.

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 nine-month period ended September 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 September 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.

F-21

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(Unaudited)

NOTE 8 – CAPITAL STOCK (CONTINUED)

Preferred Shares, Series B- Authorized 30,000,000 (continued)

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	-	420,000

Balance, September 30, 2009	16,699,410	6,072,987

As a result of Company’s share exchange agreement closing subsequent to period end, the reverse acquisition (Note 12) triggered a distribution of assets under the liquidation provision of the series B preferred shares. By majority vote, the series B preferred shareholders agreed to settle the distribution by transferring the remaining assets of the Company to Pluris Energy Group Inc., a British Virgin Islands Corp, which was divested as a result of the share exchange agreement. In connection with this asset distribution and by majority vote, the issued and outstanding series B preferred shares were cancelled.

NOTE 9 – STOCK OPTION PLANS

During the three-month period ended September 30, 2009, the Company recorded stock-based compensation expense of $351,152 (nine month period ended September 30, 2008 - $2,392,623) of which $186,077 (three month period ended September 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 $165,075 (three month period ended September 30, 2009 - $(89,025)) for revaluation of share based compensation liability (Note 10). The Company estimated the fair value of these equity instruments on September 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 1.38% to 3.14%, expected volatility ranges from 126% to 160% and dividend yield of $nil.

During the nine months ended September 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 2,900,000 vested and 50,000 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 $1,212,517 of which $1,209,387 was expensed to September 30, 2008 and the remaining $3,130 is to be expensed on vesting.

During the nine months ended September 30, 2008, the Company also recorded stock-based compensation expense of $96,900 related to the vesting of 240,000 stock options. In the period 437,500 stock options were exercised, 127,500 stock options were cancelled, and 102,178 stock options expired in the period. During the nine the months ended September 30, 2008, the Company also stock-based compensation on the issuance of warrants of $465,374, on the revaluation of share-based compensation liability of $603,775, and $17,187 on exercise of SARs.

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:

F-22

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(Unaudited)

NOTE 9 – STOCK OPTION PLANS (CONTINUED)

(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

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

Subsequent to the Company’s share exchange agreement closing, the Company’s PSIP 2006 has been terminated (see note 12).

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. Subsequent to the Company’s share exchange agreement closing, the Company’s EIP has been terminated (see note 12).

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, September 30, 2009	3,182,000		$	0.51	7.70 years	$	Nil

Exercisable, September 30, 2009	3,182,000		$	0.51	7.70 years	$	Nil

F-23

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(Unaudited)

NOTE 9 – STOCK OPTION PLANS (CONTINUED)

A summary of the status of the Company’s unvested stock options as of September 30, 2009, and changes during the nine month period ended September 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 September 30, 2009	-		$ 0.50

Subsequent to the Company’s share exchange agreement closing, all stock options expired unexercised (see note 12).

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 nine months ended September 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 nine months ended September 30, 2008, 187,500 SARs expired resulting in the Company recording a recovery of $49,750 related to the vested SARs.

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 nine-month period ended September 30, 2009, 200,000 SARs expired. At September 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 $133,799 of the 3,000,000 SARs at September 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 1.38% to 3.14%, and an expected volatility from 126% to 160% resulting in decrease of SARs liability compared to June 30, 2009 of $89,025. As at September 30, 2009, the estimated fair value of $133,799 of the 3,000,000 SARs and the compensation relating to the unvested and to be granted SARs under three management consulting agreements of $186,077 (Note 9) equal the share based compensation liability of $319,876.

F-24

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(Unaudited)

NOTE 10 – STOCK APPRECIATION RIGHTS (CONTINUED)

A summary of the stock appreciation rights is as follows:

Weighted

Average

Number of

Average Exercise

Remaining

SAR

Exercise Price

Expiry Date

Price

Contractual Life

Outstanding, December 31, 2008

3,200,000

$ 0.50

April 1, 2009--2018

$ 0.50

8.23 years

Expired during the period

(200,000

)

0.50

April 1, 2009

Outstanding, September 30, 2009

3,000,000

April 1, 2018

$ 0.50

7.70 years

Exercisable, September 30, 2009

3,000,000

$ 0.50

7.70 years

As of September 30, 2009, the aggregate intrinsic value of the outstanding SARs was $nil. Subsequent to the Company’s share exchange agreement closing, all SARs expired unexercised (see note 12).

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 September 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 September 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 September 30, 2009, 100,000 stock options and stock appreciation rights have vested and expired pursuant to the terms of the management consulting agreement.

The Company is also committed to pay compensation to senior officers of the Company as described in Note 7 –Related Party Transactions. Subsequent to the Company’s share exchange agreement closing, all management consulting agreements were terminated without severance. (see note 12).

During the nine-month period ended September 30, 2009, the Company recorded $372,152 (three month period ended September 30, 2009 - $124,050) to management and consulting fees as a compensation charge with corresponding entries of $186,075 to share based compensation liability and $186,077 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.

F-25

PLURIS ENERGY GROUP INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(Unaudited)

NOTE 12 – SUBSEQUENT EVENT

On August 28, 2009, the Company entered into a share exchange agreement (the “Agreement”) with Nationwide Energy Portal Inc. (“NEP”), a Texas corporation, and all the shareholders of NEP (the “Vendors”). NEP owns certain proprietary software which allows electricity brokers to find the least expensive and most efficient provider for their customers. Under the agreement, the Company has agreed to purchase all of NEP’s outstanding commons shares in exchange for the common shares of the Company. On October 15, 2009, the Agreement closed and as a result, NEP legally became a wholly-owned subsidiary of the Company. Also as a result of the closing of the Agreement, the Vendors collectively own 150,000,000 common shares of the Company.

The share exchange will be accounted for using the purchase method of accounting applicable to reverse acquisitions because the shareholders of NEP controlled the Company immediately upon the conclusion of the transaction and the continuing business is that of NEP. Under reverse acquisition accounting, the post- acquisition entity will be accounted for as a re-capitalization of NEP.

In connection with the transaction, Pluris Energy Group Corp., changed its name to Nationwide Energy Portal Inc.

Under the terms of the Agreement the following occurred:

1.	NEP management will take over management of the Company on the Closing Date;

2.	NEP will appoint a new Board of Directors for the Company on the Closing Date;

3.	The Company’s officers and directors will resign on or before the Closing Date and all of the Company’s officer and director contracts and agreements will be terminated at or prior to closing, with all severance terms, underlying option agreements and stock appreciation rights agreements being cancelled and all underlying benefits to the cancelled agreement being forfeited by the Company’s officers and directors;

4.	The Company’s outstanding indebtedness will be reduced to no more than $175,000 on or before the Closing Date;

5.	The Company’s two wholly owned subsidiaries, Pluris Energy Group Inc., a British Virgin Islands company (“PBVI”) and Pluris Sarmiento Petroleo SA, an Argentina company (“PSPSA”) will be divested, along with all obligations, liabilities, business activities, and legal undertakings relating to PBVI and PSPSA prior to the Closing Date, all in accordance with the Asset Purchase and Sale Agreement between Pluris Energy Group Inc. and GT Venture Management AG (the “Asset Purchase and Sale Agreement”);

6.	The Company will issue to the Vendors 150,000,000 common shares of the Company on the Closing Date in exchange for 100% of the common shares of NEP. After the transaction, NEP will be a wholly-owned subsidiary of the Company. Of the 150,000,000 shares to be issued in the transaction, 140,000,000 shares will be held in escrow pursuant to an escrow agreement. These shares will be released upon NEP’s management attaining certain revenue goals for the Company. These shares shall retain voting rights; however, these shares shall not be subject to dividends or liquidation distribution until released from escrow.

7.	GT Venture Management AG and the Company’s current Chairman and CEO of the Company, will indemnify the Company, NEP, and its shareholders for certain liabilities up to a maximum of $1,000,000; and

8.	GT Venture Management AG will be retained by the Company for a period of two years subsequent to the Closing Date under a management consulting agreement which must be entered into prior to closing, to provide management consulting and administrative consulting services to the Company. . Key terms under the management consulting agreements are

	i.	$10,000/ month for year 1 and $15,000/ month for year 2;
	ii.	Granting of 10,000,000 options at an exercise price of $0.12;
	iii.	Upon termination the following amounts are due:
		1.	all of the amounts otherwise due and payable under the agreement;
		2.	a cash payment of $100,000 and;
		3.	any expense reimbursement.
	iv.	During a change of control, all of the unvested options vest immediately and become exercisable.

F-26

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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 were 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. On August 28, 2009, the Company entered into a share exchange agreement (the “Agreement”) with Nationwide Energy Portal Inc. (“NEP”), a Texas corporation, and all the shareholders of NEP (the “Vendors”). NEP owns certain proprietary software utilized within the deregulated utilities sectors. On October 15, 2009, the Agreement closed and as a result, NEP became a wholly-owned subsidiary of the Company. NEP provides proprietary software is a fully automated real time business sourcing information, gathering and forecasting system that caters to Retail Electric Providers, natural gas distributors, electricity and, natural gas brokers, and their agents, providing a web-based portal application that stores and manages data for the purpose of selling commercial contracts in the deregulated utilities markets in the United States. NEP‘s software also compiles manages and distributes in real-time, historical, current and forecasted data all points of the supply and value chain in the deregulated utilities sectors, while estimating future wholesale and retail utility rates and anticipated load, specifically in the electricity and natural gas utilities NEP’s web-based solution integrates the deregulated energy market data within a set of accessible and easy-to-use practical real-time software solutions for all points of contact utilized in the day-to-day procurement and distribution of utilities by automating and streamlining business processes in the deregulated utilities sector. The mission-critical business processes that NEP’s software architecture and enterprise suite modules support allows for improving efficiencies and reducing costs that can ultimately be passed onto commercial and residential consumers, which include forecasting, trading, scheduling, billing, settlement and consumer/partner acquisition and care,

Recent Corporate Developments

Since the commencement of our fiscal period ended September 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.

- 6 -

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

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

11.	On July 8, 2009, we issued promissory notes for cash proceeds of $17,500, which are unsecured, due on demand and bear interest of 12.5% due in full at inception of the note

12.	On August 11, 2009, we issued promissory notes for cash proceeds of $17,000, which are unsecured, due on demand and bear interest of 12.5% due in full at inception of the note

13.	On August 14, 2009, we issued 95,000 of the Company’s common shares in private placement for cash proceeds of $19,000, which were received as subscription proceeds during 2008

14.	On August 24, 2009, we entered into a private placement agreement with a creditor in settlement of $54,812 for proceeds of the private placement for 783,035 common shares at $0.07 per share;

15.	On September 14, 2009, we issued promissory notes for cash proceeds of $26,900, which are unsecured, due on demand and bear interest of 12.5% due in full at inception of the note.

16.	On August 28, 2009, the Company entered into a share exchange agreement (the “Agreement”) with Nationwide Energy Portal Inc. (“NEP”), a Texas corporation, and all the shareholders of NEP (the “Vendors”). NEP owns certain proprietary software which allows electricity brokers to find the least expensive and most efficient provider for their customers.

	Under the terms of the Agreement the following is to occur:

	1.	NEP management will take over management of the Company on the Closing Date;

	2.	NEP will appoint a new Board of Directors for the Company on the Closing Date;

	3.	The Company’s officers and directors will resign on or before the Closing Date and all of the Company’s officer and director contracts and agreements will be terminated at or prior to closing, with all severance terms, underlying option agreements and stock appreciation rights agreements being cancelled and all underlying benefits to the cancelled agreement being forfeited by the Company’s officers and directors;

	4.	The Company’s outstanding indebtedness will be reduced to no more than $175,000 on or before the Closing Date;

	5.	The Company’s two wholly owned subsidiaries, Pluris Energy Group Inc., a British Virgin Islands company (“PBVI”) and Pluris Sarmiento Petroleo SA, an Argentina company (“PSPSA”) will be divested, along with all obligations, liabilities, business activities, and legal undertakings relating to PBVI and PSPSA prior to the Closing Date, all in accordance with the Asset Purchase and Sale Agreement between Pluris Energy Group Inc. and GT Venture Management AG (the “Asset Purchase and Sale Agreement”);

	6.	The Company will issue to NEP shareholders 150,000,000 common shares of the Company on the Closing Date in exchange for 100% of the common shares of NEP. After the transaction, NEP will be a wholly- owned subsidiary of the Company. Of the 150,000,000 shares to be issued in the transaction, 140,000,000 shares will be held in escrow pursuant to an escrow agreement which must be entered into prior to closing. These shares will be released upon NEP’s management attaining certain revenue goals for the Company. These shares shall retain voting rights; however, these shares shall not be subject to dividends or liquidation distribution until released from escrow.

- 7 -

	7.	GT Venture Management AG and the Company’s current Chairman and CEO of the Company, will indemnify the Company, NEP, and its shareholders for certain liabilities up to a maximum of $1,000,000; and

	8.	GT Venture Management AG will be retained by the Company for a period of two years subsequent to the Closing Date under a management consulting agreement which must be entered into prior to closing, to provide management consulting and administrative consulting services to the Company.

On October 15, 2009, the Agreement closed and as a result, NEP became a wholly-owned subsidiary of the Company. Also as a result of the closing of the Agreement, the Vendors collectively own 150,000,000 common shares of the Company.

Acquisition of interest in Cerro Negro Concession

Acquisition of San Enrique Petrolera, S.A.

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”.

- 8 -

Third Quarter and Nine Month Summary

		Third Quarter Ended September 30								Nine Months Ended September 30
							Percentage							Percentage
		2009			2008		Increase /			2009		2008		Increase /
							(Decrease)							(Decrease)
Revenue		-			-					-		-

Operating	$	237,345		$	1,023,664		(76.8	)%	$	1,222,046	$	4,422,269		(72.4	)%
Expenses
Depreciation
expenses		1,058			1,424		(25.7	)%		3,423		3,762		(9.0	)%
General and
Administrative		25,045			126,910		(80.3	)%		44,783		357,361		(87.5	)%
Management and
Consulting Fees		223,102			824,128		(72.9	)%		1,080,720		3,505,452		(69.2	)%
Professional Fees		(11,860	)		71,202		(116.7	)%		93,120		555,694		(83.2	)%

Other items
Interest expenses
and finance fees		27,675			3,553		678.9%			46,134		74,682		(38.2	)%
Debt
extinguishment		-			-		N/A			-		380,744		(100.0	)%

Tax benefit		-			(7,502	)	(100.0	)%		-		(197,186	)	(100.0	)%
Discontinued		-			(14,891	)	(100.0	)%		-		(391,202	)	(100.0	)%
Operations

Net Loss	$	265,020		$	1,004,824		(73.6	)%	$	1,268,180	$	4,289,307		(70.4	)%

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 nine month periods ended September 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 nine month periods ended September 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 September 30, 2009 was $265,020 or $0.01 per share compared to a net loss of $1,004,824 or $0.03 per share for the three month period ended September 30, 2008. The weighted average number of shares outstanding was 39,503,755 at September 30, 2009, compared to 33,762,775 at September 30, 2008.

The income from discontinued operations for the nine-month period ended September 30, 2009 consisted of $nil (2008 -$391,202) as there was a recovery of expenses due to the settlement of Petrogen’s debts and dissolution proceedings in 2008.

The other items of $(46,134) during the nine-month period ended September 30, 2009, consisted of interest and finance fee expense as compared to $(74,682) in the comparative period in 2008, was due to a higher dollar value of promissory notes issued during 2008.

Management and Consulting Fees

Management and consulting fees decreased by $2,424,732 or 69% for the nine month period ended September 30, 2009 due to a decrease in stock-based compensation as no stock options were granted in 2009.

- 9 -

Professional Fees

Professional fees were $(11,860) for the three month period ended September 30, 2009 compared to $71,202 for the three month period ended September 30, 2008 (a decrease of $83,062 or 117%). The decrease in professional fees was due to legal costs related to the ICC proceedings with SEPSA in 2008 and a recovery of professional fees charged in prior periods.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital
							Percentage
		At September 30, 2009			At December 31, 2008		Increase / (Decrease)
Current Assets	$	188		$	29,839		(99.4)%
Current Liabilities	$	2,875,100		$	2,345,800		22.6%
Working Capital (Deficit)	$	(2,874,912	)	$	(2,315,961	)	24.1%

Cash Flows
		Nine Months Ended			Nine Months Ended
		September 30, 2009			September 30, 2008
Cash Flows used in Operating Activities	$	(118,566	)	$	(1,092,039	)
Cash Flows provided by (used in) Investing Activities	$	-		$	(8,930	)
Cash Flows provided by (used in) Financing Activities	$	115,004		$	1,081,095
Net (decrease) increase in Cash During Period	$	(3,562	)	$	(19,874	)

As at September 30, 2009, current assets were comprised of $188 in cash.

As at September 30, 2009, our total assets were $14,233 comprised of: (i) $188 in current assets; and (ii) $14,045 in furniture and equipment (net of depreciation). The decrease in total assets at September 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 September 30, 2009, current liabilities were comprised of: (i) $1,562,700 in accounts payable and accrued liabilities; (ii) $319,876 in share based compensation liability; (iii) $112,500 in convertible notes payable; (iv) $368,439 in notes payable; and (v) $511,585 due to related parties.

As at September 30, 2009, our total liabilities were $2,875,100, all consisting of current liabilities. The increase in total liabilities at September 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 $8,933,854 at September 30, 2009.

For the nine-month period ended September 30, 2009, net cash used in continuing operating activities was $118,566 compared to net cash used in continuing operating activities of $1,092,039 for the nine month period ended September 30, 2008. The $973,473 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 nine month period ended September 30, 2009 was comprised of a net loss of $1,268,180 (2008: $4,289,307) and adjusted primarily by stock based compensation of $351,152 (2008: $2,392,623) and accrued management fees of $597,073 (2008: $388,952).

Cash flows from financing activities for the nine month period ended September 30, 2009 was $115,004 compared to cash flow used in financing activities of $1,081,095 for the nine month period ended September 30, 2008. The net cash flow from financing activities for the nine month period ended September 30, 2009 was primarily comprised of: (i) $14,000 (2008: $516,100) in proceeds on sale of common stock including subscriptions received; and (ii) $200,833 (2008: $655,000) in notes payable. The decrease in net cash from financing activities for the period ended September 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 develop NEP’s proprietary technology and anticipate we will incur the following costs and operating expenses over the next twelve months as follows:

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Estimated Funding Required During the Next Twelve Months

Expenses	Amount
Management fees	1,340,000
Software R&D	1,000,000
Professional fees	950,000
Investor relations	500,000
Rent, utilities and insurance	340,000
Other general & administrative expenses	400,000
Current liabilities	2,500,000
Total	$7,030,000

We will require additional funds to implement our growth strategy and 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.

As at September 30, 2009, the Company has a working capital deficiency of $2,874,912. We have historically incurred losses, and through September 30, 2009 have incurred losses of $28,490,271 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.

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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.

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.

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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

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 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 adopted 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 continually 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 Non-controlling 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 non-controlling 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 non-controlling 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.

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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. Adoption of this requirement did not have a material impact on our consolidated financial statements and disclosures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4T. Controls and Procedures

Disclosure and Procedures

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 September 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 September 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

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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.

In light of the conclusion that our company's disclosure controls and procedures were ineffective as of September 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 September 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.

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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.

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.

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 $23,166,068 from inception to September 30, 2009 and incurred losses from discontinued operations totaling approximately $5,324,203 for the same period. As of September 30, 2009, we had an accumulated deficit of $28,490,271 and a working capital deficiency of $2,874,912. 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.

Uncertain revenue from new technology

Our success depends partly on our ability to successfully introduce and the market acceptance of our current and new products. In a market primarily driven by the need for innovative products, our revenue growth will depend on overcoming

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various technological challenges to successfully introduce our current and new products, including but not limited to our technology based upon the intellectual property included in our technology into the marketplace in a timely manner. In addition, we must continue to develop new applications for our existing technologies, including but not limited to additional commercial applications for our proprietary technology. Market acceptance of these products will depend on many factors, including, but not limited to, demonstrating that our technologies perform as intended and are superior to other technologies and products that are currently available or may become available in the future.

If we are unable to successfully develop new products or if the market does not accept our products, or even if we experience difficulties or delays, we may be unable to attract additional customers for our products or license our products to other strategic partners, which would seriously harm our business and future growth prospects.

If we are unable to effectively protect our intellectual property, we may be unable to prevent infringement. Our success depends in part on our ability to obtain and maintain copyright protection for the technology underlying our products, especially for those that use our technology, both in the United States and in other countries. We cannot assure you that any of the presently pending or future copyright submittals will be accepted timely in a manner that would assure us that any infringement of our technologies may be defensible in a court of law, or that any copyrights accepted on our behalf or licensed by us will not be challenged, invalidated or held unenforceable. Further, we cannot guarantee that any copyrights accepted on our behalf will provide us with a significant competitive advantage.

If we fail to successfully enforce our proprietary technology or otherwise maintain the proprietary nature of our intellectual and copyrighted property with respect to our significant current and proposed products, our competitive position, our ability to complete the development of the our application system and future sales or license of this product or technology could suffer, which would have a material adverse effect upon the Company and its results of operations.

Notwithstanding our efforts to protect our intellectual property, our competitors may independently develop similar or alternative technologies or products that are equal to or superior to our technology and products without infringing on any of our intellectual property rights or design around our proprietary technologies. If customers prefer these alternative technologies as compared to our technology, it may have a material adverse effect upon the Company, its results of operations and the price of our Common Stock may be adversely affected.

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.

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. 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.

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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.

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 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. Kenneth Koepke, our Chief Executive Officer, and Mr. Michael D. Massingill, our Chief Technology Officer. 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 November 13, 2009, we have 200,620,000 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 September 30, 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.

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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 September 30, 2009 and December 31, 2008, our common stock has traded as low as $0.02 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.

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

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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 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 September 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.

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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)

10.4	Share Exchange Agreement entered into between the Company and Nationwide Energy Portal Inc. (incorporated by reference from our Material Event Change report on Form 8K filed on August 31, 2009)

(31)	Section 302 Certifications

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

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

(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/ Kenneth Koepke
Kenneth Koepke
CEO, Chairman and Director
Principal Executive Officer, Principal Financial Officer and Principal Accounting
Officer

Date: November 16, 2009.

By: /s/ Michael D. Massingill
Michael D. Massingill
Chief Technology Officer

Date: November 16, 2009.

PLURIS ENERGY GROUP INC 10-Q