Amended Annual Report (10-k/a)

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

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

For the fiscal year ended September 30, 2013

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

For the transition period ended: __________________

Commission file number: 000-17325

(Exact name of registrant as specified in its charter)

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

5444 Westheimer Road, Suite 1440, Houston, Texas		77056
(Address of Principal Executive Office)		(Zip Code)

713-626-4700

(Registrant’s Telephone Number, Including Area Code)

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

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

Check if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Check if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

Check if the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Check if the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer x

Check if the registrant is a shell company. Yes o No x

The aggregate market value of the voting stock held by non-affiliates of the registrant on November 30, 2013 was $45,890,956.

On November 30, 2013, the registrant had 764,849,260 shares of common stock issued and outstanding.

EXPLANATORY NOTE

We filed our Annual Report on Form 10-K for the year ended September 30, 2013 on December 23, 2013 (the “Original Report”). We are filing Amendment No. 1 on Form 10-K/A (“Amendment”) solely to include material contracts as exhibits 10.23 and 10.24 in Item 6, based on comments from the Securities and Exchange Commission regarding the Original Report. No other changes to the Original Report are included in this Amendment.

We have made no attempt in this Amendment to modify or update the disclosures presented in the Original Report other than as noted in the previous paragraph. Also, this Amendment does not reflect events occurring after the filing of the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report and our other filings with the SEC subsequent to the filing of the Original Report.

EXHIBIT NO.		IDENTIFICATION OF EXHIBIT
Exhibit 3.1*		Articles of Incorporation
Exhibit 3.2*		Bylaws
Exhibit 4.1*		Specimen Common Stock Certificate.
Exhibit 4.2*		Form of Amended and Restated 12% Convertible Promissory Note, dated effective January 2001.
Exhibit 4.3*		Form of Amended and Restated 5.5% Convertible Promissory Note, dated effective January 2001.
Exhibit 4.4*		20% Convertible Promissory Note, dated January 31, 2001, in favor of Chrome.
Exhibit 4.5*		Term Loan Agreement, dated February 15, 2001, by and between Chrome and ERHC.
Exhibit 4.6*		Senior Secured 10% Exchangeable 10% Convertible Promissory Note, dated January 31, 2001, in favor of Chrome.
Exhibit 4.7*		Form of Warrant entitling Chrome to purchase common stock of the Company, exercise price of $0.40 per share.
Exhibit 10.1*		Option Agreement, dated April 7, 2003, by and between the Company and the Democratic Republic of Sao Tome and Principe (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed April 2, 2003)
Exhibit 10.2*		Management and Administrative Services Agreement by and between Chrome Oil Services, Ltd. And the Company. (Incorporated by reference to Form 10-KSB filed September 24, 2001).
Exhibit 10.4*		Letter Agreement, dated November 29, 2004, by and between the Company and Chrome (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed December 29, 2004).
Exhibit 10.5*		Promissory Note, dated December 15, 2004, made by the Company in favor of Chrome (incorporated herein by reference to Exhibit 10.2 of Form 8-K filed December 29, 2004).
Exhibit 10.6*		Promissory Note, dated December 15, 2004, made by the Company in favor of Chrome (incorporated herein by reference to Exhibit 10.3 of Form 8-K filed December 29, 2004).
Exhibit 10.7*		Employment Agreement with Ali Memon.
Exhibit 10.8*		Audit committee charter
Exhibit 10.9*		Employment Agreement with James Ledbetter
Exhibit 10.10*		May 21, 2001 Memorandum of Agreement made b/w DRSTP and ERHC
Exhibit 10.11*		March 15, 2003 Memorandum of Agreement made b/w DRSTP and ERHC
Exhibit 10.12*		April 2, 2003 Option Agreement b/w DRSTP and ERHC
Exhibit 10.13*		Administrative Agreement b/w Nigeria/DRSTP and ERHC
Exhibit 10.14*		Block 2 Participation Agreement March 2, 2006 b/w ERHC, Addax and Sinopec
Exhibit 10.15*		Block 2 Participation Agreement August 11, 2004 b/w ERHC and Pioneer
Exhibit 10.16*		Block 3 Participation Agreement February 16, 2006 b/w ERHC and Addax
Exhibit 10.17*		Block 4 Participation Agreement November 17, 2005 b/w ERHC and Addax
Exhibit 10.18*		Block 4 2nd Amendment to Participation Agreement March 14, 2006
Exhibit 10.19*		Block 4 3rd Amendment to Participation Agreement July 14, 2006
Exhibit 10.20*		Employment Agreement with Sylvan Odobulu
Exhibit 10.21*		Employment Agreement with David Alan Bovell
Exhibit 10.22*		Employment Agreement with Peter Ntephe
Exhibit 10.23		Summary of Production Sharing Contract between the Republic of Chad and ERHC, dated June 30, 2011
Exhibit 10.24		Novation of the Production Sharing Contract between the Republic of Chad and ERHC dated November 18, 2013 and a Decree of the President of the Republic of Chad dated September 24, 2013
Exhibit 31.1		Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2		Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1		Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2		Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

		* Previously filed

Table of Contents

Summary of Production Sharing Contract between the Republic of Chad and ERHC, dated June 30, 2011

SIGNATURES

In accordance with the Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on August 29, 2014, on its behalf by the undersigned, thereunto duly authorized.

ERHC Energy Inc.
By:	//s//Peter Ntephe
	Peter Ntephe
	President and Chief Executive Officer
	//s//Sylvan Odobulu
	Sylvan Odobulu
	Principal Accounting Officer

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

Signature	Title	Date
//s// Howard Jeter	Director	August 29, 2014
Howard Jeter	Member Audit Committee
//s// Andrew Uzoigwe	Director	August 29, 2014
Andrew Uzoigwe	Member Audit Committee
//s// Friday Oviawe	Director	August 29, 2014
Friday Oviawe	Chairman Audit Committee

EXHIBIT 10.23

On July 6, 2011, ERHC Energy, Inc. (the “Company” or “ERHC”) announced that it had signed, through one of its subsidiaries, a Production Sharing Contract (PSC) on three oil blocks with the Government of Chad namely the Manga, Chari-Ouest and BDS 2008 Blocks. What follows below is a fair and accurate English summary of said PSC, pursuant to, and as permitted by, § 230.403(c)(3) or § 240.12b-12(d)(3) of the Securities Act of 1933, which “fairly and accurately summarize(s) the terms of each material provision of the foreign language document” and “fairly and accurately describe(s) the terms that have been omitted or abridged.”

SUMMARY OF ERHC CHAD PRODUCTION SHARING CONTRACT (PSC)

1.	PARTIES TO PSC		ERHC ENERGY (BVI) LTD. -and- THE REPUBLIC OF CHAD

2.	DATE OF EXECUTION		30 June 2011

3.	PSC ITEMS	PERIOD	WORK PROGRAM COMMITMENT

a.	Exclusive Exploration Authorization
	Initial Period	5 years	USD15 Million + 50% Bank Guarantee
	Renewal Period¹	3 years	USD1Million + 50% Bank Guarantee

	Signing Bonus		USD6 Million
	Administrative Fee		USD480 Thousand
	Recurring Yearly Fees
	Annual Meeting		USD75 Thousand
	Ministry Training		USD250 Thousand
	Chadian ERHC Personnel and Training		Max USD 100 Thousand
	Surface Royalty (Initial Period)		USD1/km²
	Surface Royalty (Renewal Period)		USD5/km²

	Drilling Obligations		One exploratory well during Exclusive Exploration Authorization

b.	Extension of Exclusive Exploration Authorization	2 years	Conditioned upon Feasibility Study
	Recurring Yearly Fees
	Surface Royalty		USD10/km²

	Exclusive Exploitation Authorization²	25 years
	Award Bonus		USD2 Million

	Recurring Yearly Fees
	Abandonment Work Reserve Fund		Production based formula
	Ministry Training		USD500 Thousand
	Chadian ERHC Personnel and Training		1% of Operator’s payroll
	Surface Royalty		USD100/km²

c.	Renewal of Exclusive Exploitation Authorization	10 years	Conditioned upon commerciality
	Recurring Yearly Fees
	Surface Royalty		USD150/km²

¹ Upon ERHC’s request and compliance with work program commitment for the Initial Period.

² Upon ERHC’s request and Chad Ministry Approval.

Recent Developments

Recently, ERHC offered to novate the PSC by retaining only the BDS 2008 Block and voluntarily relinquishing the Manga and Chari Ouest III Blocks to the Chadian government for efficiency. The novation of the PSC has been approved by the Chadian Ministry of Energy and Petroleum. In April 2014 ERHC received the arrêté (decree) of the President of Chad giving presidential seal of approval to the Company's retention of oil exploration Block BDS 2008 and its voluntary relinquishment of the Manga and Chari-Ouest III Blocks. The BDS 2008 Block has an area of 16,360 square kilometers or 4,042,644 acres.

Cost Recovery and Production Sharing

In the event of a discovery and commercial production from the Company’s blocks, the Company and any partners that have participated in the exploration will be entitled to recover up to 70% of the net hydrocarbon production (less any production royalty) as cost of oil, until all the costs for exploration and development have been recovered. Production royalty is 14.25% in the case of crude oil and 5% in the case of natural gas. No guarantee can be given that; there will be production in commercial quantities from the Company’s exploration acreage in Chad.

Transfer of Rights and Obligations

The Company may at any time transfer all or part of the rights and obligations deriving from its Exclusive Exploration Authorization and, if applicable, from any Exclusive Exploitation Authorizations as well as contractual rights pertaining to such Authorizations, subject to the State’s approval.

[END OF SUMMARY]

EXHIBIT 10.24

AMENDMENT # 1 TO THE PRODUCTION SHARING CONTRACT DATED 30 JUNE 2011

BETWEEN

THE REPUBLIC OF CHAD, represented herein by Mr. DJERASSEM LE BEMADJIEL, Minister of Oil and Energy,

Hereinafter the “State”, on the one hand,

AND

THE ERHC ENERGY (BVI) LTD, COMPANY incorporated under U.S. law and headquartered in Houston, Texas, 5444 Westheimer Road, Suite 1440 Houston, TX 77056, represented herein by Mr. Sylvan Odobulu, in his capacity as Financial Officer/Controller representing the Chief Executive Officer,

Hereinafter the “Contractor”, on the other,

The State and the Contractor each a “Party” and together the “Parties”.

WHEREAS

the Parties of this amendment are parties to the Production Sharing Contract (“PSC”) concluded on 30 June 2011 and approved by Order # 02/PR/2011 dated 17 August 2013;

this PSC covers the “Contractual Exploration Area” that includes three blocks, namely Manga, Chari Ouest 3 et BDS-2008;

the Contractor now wishes to focus its exploration operations exclusively on the BDS2008 block for the sake of efficiency;

in a letter dated 27 February 2013, the Contractor expressed its intention to relinquish the Manga and Chari Ouest 3 blocks, and to retain only the BDS-2008 block as its Contractual Exploration Area;

the Parties are expected to amend the PSC as required so as to remove the Manga and Chari Ouest 3 blocks.

NOW, THEREFORE, THESE AMENDMENTS TO THE PSC HAVE BEEN DECIDED AND AGREED AS FOLLOWS:

ANNEX A

DELIMITATION OF THE CONTRACTUAL EXPLORATION AREA

ANNEX A has been modified as follows:

“The coordinates of the Contractual Exploration Area are those described in Decree # 167/MEP/SG/DEP/2012 dated 29 May 2012 concerning the Exclusive Prospecting for oil and gas Authorization awarded to the Contractor ERHC ENERGY (BVI) LTD. These coordinates are an integral part of the Contractual Exploration Area as far as areas that are not previously included in the limits of an authorization or permit awarded to a third Party before the date of signature of this Contract.

The Contractual Exploration Area is made up only of the BDS-2008 block.”

It is understood that:

The coordinates for the Manga and Chari Ouest 3 blocks, added to Annex A, are removed from the PSC.

All payments pertaining to the Signing Bonus and its related costs, to the Ad Valorem royalty, and to training completed by the Contractor within the framework of the PSC for the Manga, Chari Ouest 3, and BDS-2008 blocks, are and remain the property of the State. The Contractor waives all claims and demands of those payments, in whole or in part. Therefore, any claim or demand of those payments shall be null and void.

All other conditions of the PSC not modified by this amendment remain unchanged. Therefore, this amendment and the PSC must be considered, read, and interpreted as a single instrument.

The effective date of this Amendment shall be the date of promulgation by the President of the Republic of Chad of the Approval Decree or Order of said Amendment.

Signed by the Parties at N’djamena, on …………………… 2013, in two (2) original copies.

For the Republic of Chad

The Minister of Oil and Energy

For ERHC Energy (BVI) Limited

p.p. the Chied Executive Officer

The Financial Officer/ Controller

[COAT OF ARMS]		[TEXT IN ARABIC IN THIS COLUMN]
REPUBLIC OF CHAD Unity-Work-Progress
------***------

OFFICE OF THE PRESIDENT OF THE REPUBLIC
------***------

Approval: SGG [signature]

ORDER NO. 011/PR/2013

Approving Amendment No. 01 to the Production Sharing Agreement signed on June 30^th, 2011 between the Republic of Chad and ERHC ENERGY (BVI) LTD.

THE PRESIDENT OF THE REPUBLIC,
HEAD OF STATE
CHAIRMAN OF THE COUNCIL OF MINISTERS

Pursuant to the Constitution;

Pursuant to Law No. 010/PR/2013 of June 10, 2013, empowering the Government to legislate by means of orders during the period from June 4^th to October 4, 2013;

The Council of Ministers consulted at its legal residence on September 20, 2013

ORDERS

Article 1: Amendment No. 01 to the Production Sharing Agreement signed on June 30, 2011, between the Republic of Chad and ERHC ENERGY (BVI) LTD is approved and signed on September 12, 2013.

Article 2: This Order shall be recorded, published in the Official Gazette of the Republic and enforced as State law.

N'Djamena, Sept. 24, 2013
		[Signature]

		IDRISS DEBY ITNO [Arabic text]

Exhibit 31.1

CERTIFICATIONS

I, Peter Ntephe, certify that:

1. I have reviewed this annual report on Form 10-K of ERHC Energy Inc

2. Based on my knowledge, this 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 such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 29, 2014 /s/ Peter Ntephe
Peter Ntephe President and Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Sylvan Odobulu, certify that:

1. I have reviewed this annual report on Form 10-K of ERHC Energy Inc

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 29, 2014

/s/ Sylvan Odobulu
Sylvan Odobulu Principal Accounting Officer

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Annual Report of ERHC Energy Inc., a Colorado corporation (the “Company”), on Form 10-K for the year ended September 30, 2013, as filed with the Securities and Exchange Commission (the “Report”), Peter Ntephe, Chief Executive Officer of the Company, does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Peter Ntephe
Peter Ntephe President and Chief Executive Officer August 29, 2014

Exhibit 32.2

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Annual Report of ERHC Energy Inc., a Colorado corporation (the “Company”), on Form 10-K for the year ended September 30, 2013, as filed with the Securities and Exchange Commission (the “Report”), Sylvan Odobulu, Principal Accounting Officer of the Company, does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Sylvan Odobulu
Sylvan Odobulu Principal Accounting Officer August 29, 2014

[A signed original of this written statement required by Section 906 has been provided to ERHC Energy Inc. and will be retained by ERHC Energy Inc. and furnished to the Securities and Exchange Commission or its staff upon request.]

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