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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

(Mark One)

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

For the fiscal year ended April 30, 2008

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [   ] to [ 
 ]

Commission file number 333-126490

CENTURY PETROLEUM CORP.(Name of small business issuer in its charter)

|Nevada                                                               | 47-0950123                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|9595 Six Pines Drive, Suite 8210, Building 8, Level 2,               |                                     
|The Woodlands, TX                                                    | 77380                               
|(Address of principal executive offices)                             | (Zip Code)                          

Issuers telephone number 832.631.6061

Securities registered pursuant to Section 12(b) of the Exchange
Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

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

Common Shares, par value $0.001(Title of class)

Check whether the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [   ]

Note:Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange act from their obligations under those Sections.

Check whether the issuer (1) 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 [   ]

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Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B 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-KSB or any amendment to this Form 10-KSB. [   ]

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

State issuers revenues for its most recent fiscal year.
$301,337

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked prices of such
common equity, as of a specified date within 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

38,957,024 common shares @ $0.205(1)= $7,986,189

(1)Average of bid and ask closing prices on July 23,
2008.

State the number of shares outstanding of each of the issuers
classes of equity stock, as of the latest practicable date.

69,857,024 common shares issued and outstanding as of July
23, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format (Check one): Yes
[   ]   No [X].

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PART I

ITEM
1.           DESCRIPTION OF
BUSINESS.

This annual report contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. 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 companys 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
(US$) and are prepared in accordance with United States generally accepted
accounting principles.

In this annual report, unless otherwise specified, all
references to common shares refer to the common shares of our capital stock.

As used in this annual report, the terms we, us and our
mean Century Petroleum Corp., unless otherwise indicated.

Corporate Overview

The address of our principal executive office is Suite 9595 Six
Pines Drive, Suite 8210, Building 8, Level 2, The Woodlands, TX 77380. Our
telephone number is 832.631.6061.

Our common stock is quoted on the OTC Bulletin Board under the
symbol "CYPE". We do not have any subsidiaries.

Corporate History

We were incorporated in the State of Nevada on December 13,
2004 under the name SOM Resources Inc. On August 9, 2006, we changed our name to
Century Petroleum Corp. and effected a seven (7) for one (1) forward stock split
of our authorized capital and outstanding common stock. As a result, our
authorized capital increased from 69,000,000 shares of common stock with a par
value of $0.001 and 1,000,000 shares of preferred stock with a par value of
$0.001 to 483,000,000 shares of common stock with a par value of $0.001 and
7,000,000 shares of preferred stock with a par value of $0.001.

Other than as set out herein, we have not been involved in any
bankruptcy, receivership or similar proceedings, nor have we been a party to any
material reclassification, merger, consolidation or purchase or sale of a
significant amount of assets not in the ordinary course of our business

Our Current Business

We are an oil and gas exploration and production company. We
  are engaged in the acquisition and exploration of oil and gas properties with
  a view to exploiting any oil and gas reserves we discover. We are generating
  revenue from one of our properties and we intend to focus our efforts on our
  current exploratory property interests for the next twelve months.

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On June 15, 2006, we acquired a 100% working interest and 75%
  net revenue interest in certain oil and gas properties, located in Beauregard
  Parish, Louisiana, from Site Drilling Force Limited (BVI). To date, we have
  only conducted preliminary geological and geophysical studies on the Beauregard
  Parish leases. As of April 30, 2008, the Company had capitalized $2,071,275
  of costs related to its interest. During the year ended April 30, 2008, the
  Company decided not to pursue the development of this property. As a result,
  $2,071,275 was added to the full cost pool.

On November 1, 2006, we entered into an agreement whereby we acquired from Kossic Oil & Gas LP, a 4% working interest in the Thunder Stud Prospect, located in southern Louisiana. On October 25, 2007 we increased our working interest in certain geologic objectives of well No. 1 to 5.44% . Drilling on the property began in late January 2007 and operations were carried out by Sterling Energy plc. Target depth for well No. 1 was reached in May 2007 and petrophysical analysis suggests that multiple pay horizons were encountered. Testing operations of Well No. 1 were carried out in two intervals of the Yegua formation. One of these intervals was deemed to be noncommercial, whilst the other interval flowed oil and gas at a gross rate of 1,057 MCFD and 456BOPD. Working interest partners are expected to drill Thunder Stud #2 confirmation well in 2008. The second well will target a geologic structure interpreted to be up-dip of the existing well control. At the close of the year ended April 30, 2008, we had spent $1,749,634.91 on the acquisition of the project, lease renewals, drilling, completion and testing costs for this well.

On February 16, 2007, we entered into a letter of intent with Houston Energy, Inc. and Red Willow Offshore, LLC. wherein we agreed to purchase an undivided 8.92353% before casing point and 7.585% after casing point interest on the Shadyside Prospect located in St. Mary Parish, Louisiana. The final participation agreement and joint operating agreement for the prospect were signed in May 2007 and drilling operations on the Shadyside 1 well started in July 2007. Target depth was reached in September 2007. At that time, we increased our working interest after casing point to 15.17% . On December 2007, a production test was successfully completed and on January 7, 2008, hydrocarbons production started. At the close of the year ended April 30, 2008, we had spent $1,299,643.26 on the acquisition of the project, lease renewals, drilling, completion, testing and development costs for this well. In September 2007, Neumin Production Company replaced Red Willow Offshore LLC as the operator of this well.

On May 8, 2007, we entered into a letter of intent with CTC Minerals, Inc. wherein we agreed to purchase a 10% interest in the Alligator Bayou Prospect located in Matagorda and Brazoria Counties, Texas. On July 12, 2007 we entered into a final purchase and sale agreement with CTC Minerals. Drilling operations of the Alligator Bayou 1 well began in late April 2008 and El Paso Corporation is the operator of the well. At the close of the year ended April 30, 2008, we had spent $1,231,942.74 on the acquisition of the project, lease rentals and geological studies related to this prospect. On April 20, 2008, the Company agreed to sell a 4% working interest in the property to three separate parties.

Our plan of operation is to conduct exploration work on our
properties and prospects in order to ascertain whether they possess economic
quantities of hydrocarbons in accordance with available funds. There can be no
assurance that an economic hydrocarbon reserve exists on any of our exploration
prospects until appropriate exploration work is completed. Our only source of
revenue is the production of the Shadyside #1 well. Please refer to the section
entitled Risk Factors, beginning at page 6 of this annual report on Form
10-KSB, for additional information about the risks of resource exploration.

Oil and gas exploration is typically conducted in phases. Each
subsequent phase of exploration work is recommended by a geologist based on the
results from the most recent phase of exploration. We have only recently
commenced the initial phase of exploration on some of our prospects. Once we
have completed each phase of exploration, we will make a decision as to whether
or not we proceed with each successive phase based upon the analysis of the
results of that program. Even if we complete our proposed exploration programs
on our properties, and we are successful in identifying the presence of
hydrocarbons, we will have to spend substantial funds on further drilling and
engineering studies before we will know if we have a commercially viable oil and
gas deposit or reserve.

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On December 15, 2006 we entered into a share issuance agreement
with E&P Investments GmbH wherein E&P Investments has agreed to advance
up to $5,000,000 to our company. Each advance shall be in an aggregate of not
less than $500,000 and in integral multiples of $500,000. In consideration for
the advances, we agreed to issue to E&P Investments units of our company,
each unit consisting of one share and one share purchase warrant. Each warrant
shall entitle E&P Investments to purchase one additional share at an
exercise price equal to 150% of the unit price at which the unit containing the
warrant being exercised was issued, for a period of three years from the date
such warrant is issued. The following advances have been made pursuant to our
agreement with E&P Investments:

Date
        of Advance Request
      Amount
        Advanced
      Shares
        Issued
      Warrants
        IssuedShares
      Price
      Warrants
      Price
      Expiry10 January 2007
      $500,000
      248,756
      2.01
      248,756
      3.015
      10
        January 201025 January 2007
      $500,000
      243,902
      2.05
      243,902
      3.075
      25
        January 201023 April 2007
      $500,000
      495,050
      1.01
      495,050
      1.510
      23
        April 201002 July 2007
      $500,000
      961,538
      0.52
      961,538
      0.780
      02
        July 201016 July 2007
      $1,000,000
      1,785,714
      0.56
      1,785,714
      0.835
      16
        July 201014 September 2007
      $500,000
      961,538
      0.52
      961,538
      0.78
      10
        October 201022 October 2007
      $500,000
      757,576
      0.66
      757,576
      0.99
      22
        October 201011 March 2008
      $350,000
      813,953
      0.43
      813,953
      0.64
      25
        March 2011


Competition

The oil and gas industry is intensely competitive. Despite
competition amongst oil and gas producers, there is a strong market for any oil
or gas that may be extracted from our properties. If we discover a reserve on
our exploration properties, the value of such properties will be influenced by
the market price for hydrocarbons. These prices, to some degree, are influenced
by the amount of oil and/or gas sold by advanced oil and gas companies in the
world.

In the oil and gas exploration sector, our competitive position
is insignificant. There are numerous oil and gas exploration and production
companies with substantially more capital and resources that are able to secure
ownership of oil and gas properties with a greater potential to host economic
reserves. We are not able to compete with such companies. Instead, we will focus
on developing our current portfolio of prospects in the hope that sufficient oil
and gas will be found to justify our expenditures.

Compliance with Government Regulation

We are committed to complying and, to our knowledge, are in
compliance with all governmental and environmental regulations. Permits from a
variety of regulatory authorities are required for many aspects of drilling
operations, abandonment and restoration. We do not currently operate any wells
and are not required to comply with the requirements of these regulatory
authorities. We cannot predict the extent to which these requirements will
affect our company or our property if we identify the existence of resources in
commercially exploitable quantities. In addition, future legislation and
regulation could cause additional expense, capital expenditures, restrictions,
and delays in the exploration of our property.

We are prepared to engage professionals, if necessary, to
ensure regulatory compliance but in the near term expect our activities to
require minimal regulatory oversight. If we expand the scope of our activities
in the future it is reasonable to expect expenditures on compliance to rise.

Employees

As of April 30, 2008, we had no employees other than our
directors and officers.

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We engage directors, consultants and contractors from time to
time to supply work on specific corporate business and exploration programs.

On October 1, 2006, we entered into an agreement with Mr.
Hersch, our president and chief executive officer, wherein we have agreed to pay
Mr. Hersch a monthly fee of US$10,000 and we have agreed to issue to Mr. Hersch
3,000,000 restricted shares of common stock issuable on October 1, 2006. On
January 11, 2007, we entered into an amendment consulting agreement with Mr.
Hersch, under which, we have agreed to pay Mr. Hersch a monthly fee of US$11,000
and we have agreed to issue 5,000,000 restricted shares of common stock issuable
on October 1, 2006. The shares are held in escrow and 250,000 shares vest at the
end of each three-month period immediately following October 1, 2006. As of
April 30, 2008, all of the 5,000,000 shares have been issued, 1,500,000 of these
shares have been delivered to Mr. Hersch pursuant to the amendment consulting
agreement and the remaining shares are being held in escrow. From January 1,
2008, we agreed to increase Mr. Herschs compensation to $15,000 per month.

On May 24, 2007, we entered into an agreement to appoint
Michael Cochran as a member of our advisory team. Mr. Cochran agreed to provide
advisory services to our company for an indefinite period, or until terminated
by either party, in consideration for 37,500 restricted shares of common stock
at the end of every financial quarter in which he serves as a member of our
companys advisory team.

On June 1, 2007, we entered into an agreement to appoint John
Seitz as a member of our companys advisory team. Mr. Seitz agreed to provide
advisory services to our company for an indefinite period, or until terminated
by either party, in consideration for 37,500 restricted shares of common stock
at the end of every financial quarter in which he serves as a member of our
companys advisory team.

Consultants are retained on the basis of ability and
experience. Except as set forth above, there is no preliminary agreement or
understanding existing or under contemplation by us (or any person acting on our
behalf) concerning any aspect of our operations pursuant to which any person
would be hired, compensated or paid a finders fee.

RISK FACTORS

Much of the information included in this annual report includes
or is based upon estimates, projections or other forward looking statements.
Such forward looking statements include any projections and 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, assumptions 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.

Risks Associated With Our Business

We are an early stage exploration and production company
with a limited operating history implementing a new business plan. If we are
unable to successfully implement our business plan, our shareholders may lose
some or all of their investment.

We are an early stage exploration and production company with
only a limited operating history upon which to base an evaluation of our current
business and future prospects, and we have just begun to implement our business
plan, having started in the oil and gas exploration and development industry in
June of 2006. Our operations will be subject to all the risks inherent in the
establishment of a developing enterprise and the uncertainties arising from the
absence of a significant operating history. If we cannot successfully implement
our business plan and we are not able to operate profitably, you could lose some
or all of your investment in our company.

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There can be no assurance that we will identify and acquire
additional oil and natural gas exploration properties. Even if we do acquire one
or more of such properties, there can be no assurance that we will discover oil
or natural gas in any commercial quantity thereon.

Exploration for economic reserves of oil and natural gas is
subject to a number of risks. Even if we are able to acquire an oil and natural
gas exploration property, few properties that are explored are ultimately
developed into producing oil and/or natural gas wells. If we cannot acquire one
or more oil and natural gas exploration properties and discover oil or natural
gas in any commercial quantity thereon, our business will fail.

Even if we acquire an oil and natural gas exploration
property and establish that it contains oil or natural gas in commercially
exploitable quantities, the potential profitability of oil and natural gas
ventures depends upon factors beyond the control of our company.

The potential profitability of oil and natural gas properties
is dependent upon many factors beyond our control. For instance, world prices
and markets for oil and natural gas are unpredictable, highly volatile,
potentially subject to governmental fixing, pegging, controls or any combination
of these and other factors, and respond to changes in domestic, international,
political, social and economic environments. Additionally, due to worldwide
economic uncertainty, the availability and cost of funds for production and
other expenses have become increasingly difficult, if not impossible, to
project. In addition, adverse weather conditions can hinder drilling operations.
These changes and events may materially affect our future financial performance.
These factors cannot be accurately predicted and the combination of these
factors may result in our company not receiving an adequate return on invested
capital.

In addition, a productive well may become uneconomic in the
event water or other deleterious substances are encountered which impair or
prevent the production of oil and/or natural gas from the well. Production from
any well may be unmarketable if it is impregnated with water or other
deleterious substances. Also, the marketability of oil and natural gas which may
be acquired or discovered will be affected by numerous related factors,
including the proximity and capacity of oil and natural gas pipelines and
processing equipment, market fluctuations of prices, taxes, royalties, land
tenure, allowable production and environmental protection, all of which could
result in greater expenses than revenue generated by the well.

The marketability of hydrocarbons will be affected by
numerous factors beyond our control which may result in us not receiving an
adequate return on invested capital to be profitable or viable.

The marketability of hydrocarbons which may be acquired or
discovered by us will be affected by numerous factors beyond our control. These
factors include market fluctuations in oil and natural gas pricing and demand,
the proximity and capacity of hydrocarbon markets and processing equipment,
governmental regulations, land tenure, land use, regulation concerning the
importing and exporting of oil and natural gas and environmental protection
regulations. The exact effect of these factors cannot be accurately predicted,
but the combination of these factors may result in us not receiving an adequate
return on invested capital to be profitable or viable.

Oil and natural gas operations are subject to comprehensive
regulation which may cause substantial delays or require capital outlays in
excess of those anticipated causing an adverse effect on our company.

Oil and natural gas operations are subject to federal, state,
and local laws relating to the protection of the environment, including laws
regulating removal of hydrocarbons from the ground and the discharge of
materials into the environment. Oil and natural gas operations are also subject
to federal, state, and local laws and regulations which seek to maintain health
and safety standards by regulating the design and use of drilling methods and
equipment. Various permits from government bodies are required for drilling
operations to be conducted; no assurance can be given that standards imposed by
federal, provincial, or local authorities may be changed and any such changes
may have material adverse effects on our activities. Moreover, compliance with
such laws may cause substantial delays or require capital outlays in excess of
those anticipated, thus causing an adverse effect on us. Additionally, we may be
subject to liability for pollution or other environmental damages. To date, we
have not been required to spend any material amount on compliance with
environmental regulations. However, we may be required to do so in the future
and this may affect our ability to expand or maintain our operations.

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Exploratory drilling involves many risks and we may become
liable for pollution or other liabilities which may have an adverse effect on
our financial position.

Drilling operations generally involve a high degree of risk.
Hazards such as unusual or unexpected geological formations, power outages,
labor disruptions, blow-outs, sour natural gas leakage, fire, inability to
obtain suitable or adequate machinery, equipment or labor, and other risks are
involved. We may become subject to liability for pollution or hazards against
which it cannot adequately insure or which it may elect not to insure. Incurring
any such liability may have a material adverse effect on our financial position
and operations.

As of April 30, 2008, only one of our properties has proven
reserves. On our other exploratory properties, we have not yet established any
reserves and resources and we cannot assure you that we will ever establish any
reserve or resources on them.

There are numerous uncertainties inherent in estimating
quantities of oil and natural gas resources, including many factors beyond our
control, and no assurance can be given that the recovery of oil and natural gas
resources will be realized. In general, estimates of recoverable oil and natural
gas resources are based upon a number of factors and assumptions made as of the
date on which the resource estimates were determined, such as geological and
engineering estimates which have inherent uncertainties and the assumed effects
of regulation by governmental agencies and estimates of future commodity prices
and operating costs, all of which may vary considerably from actual results. All
such estimates are, to some degree, uncertain and classifications of oil and
natural gas resources are only attempts to define the degree of uncertainty
involved. For these reasons, estimates of the recoverable oil and natural gas
resources, the classification of oil and natural gas resources based on risk of
recovery, prepared by different engineers or by the same engineers at different
times, may vary substantially.

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

The business of oil and natural gas exploration and development
is subject to substantial regulation under various countries laws relating to
the exploration for, and the development, upgrading, marketing, pricing,
taxation, and transportation of oil and natural gas and related products and
other matters. Amendments to current laws and regulations governing operations
and activities of oil and natural gas exploration and development operations
could have a material adverse impact on our business. In addition, there can be
no assurance that income tax laws, royalty regulations and government incentive
programs related to the properties subject to our farm-out agreements and the
oil and natural gas industry generally will not be changed in a manner which may
adversely affect our progress and cause delays, inability to explore and develop
or abandonment of these interests.

Permits, leases, licenses, and approvals are required from a
variety of regulatory authorities at various stages of exploration and
development. There can be no assurance that the various government permits,
leases, licenses and approvals sought will be granted in respect of our
activities or, if granted, will not be cancelled or will be renewed upon expiry.
There is no assurance that such permits, leases, licenses, and approvals will
not contain terms and provisions which may adversely affect our exploration and
development activities.

If we do not obtain additional financing, our business will
fail and our investors could lose their investment.

We had cash in the amount of $128,672and working
capital of $463,671as at April 30, 2008. We have had limited income from
operations during the last quarter of our financial year ended April 30, 2008.
Our business plan calls for substantial investment and cost in connection with
the acquisition and exploration of our properties currently under lease and
option. Any direct acquisition of the claim under lease or option is subject to
our ability to obtain the financing necessary for us to fund and carry out
exploration programs on the properties. The requirements are substantial. While
we have arranged for advances of up to $5,000,000 from E&P Investments GmbH
by way of a share issuance agreement entered into on December 15, 2006, and
while we have received advances for $4,350,000 from the date of the share
issuance agreement to April 30, 2008, there can be no assurances that we will
receive any further funds from E&P Investments. Obtaining additional
financing would be subject to a number of factors, including market prices for
resources, investor acceptance of our properties and investor sentiment. These
factors may negatively affect the timing, amount, terms or conditions of any
additional financing available to us. The most

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likely source of future funds presently available to us is
through the sale of equity capital and loans. Any sale of share capital will
result in dilution to existing shareholders.

Because there is no assurance that we will generate
profitable operations, we face a high risk of business failure.

Despite having earned revenues of $301,337 during the last
quarter of the year ended April 30, 2008, we have never been profitable. We were
incorporated in December 2004 and to date have been involved primarily in
organizational activities and limited exploration activities. Before we are able
to generate significant additional revenue, we will incur substantial operating
and exploration expenditures. We therefore expect to incur significant losses
into the foreseeable future. We have limited operating history upon which an
evaluation of our future success or failure can be made. Our net loss from
inception to April 30, 2008 is $5,949,137. We recognize that if we are unable to
generate significant additional revenues from our activities, we will not be
able to earn profits or continue operations. We cannot guarantee that we will be
successful in raising capital to fund these operating losses or generate
significant additional revenues in the future. We can provide investors with no
assurance that we will ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely fail and
our investors could lose their investment.

If we are unable to hire and retain key personnel, we may
not be able to implement our business plan.

Our success is largely dependent on our ability to hire highly
qualified personnel. This is particularly true in highly technical businesses
such as oil and gas exploration. These individuals are in high demand and we may
not be able to attract the personnel we need. In addition, we may not be able to
afford the high salaries and fees demanded by qualified personnel, or may lose
such employees after they are hired. Failure to hire key personnel when needed,
or on acceptable terms, would have a significant negative effect on our
business.

Our independent certified public accounting firm, in the
Notes to the audited financial statements for the year ended April 30, 2008
states that there is a substantial doubt that we will be able to continue as a
going concern.

Our independent certified public accounting firm, Webb &
Company P.A., has stated in the Notes to the audited financial statements for
the year ended April 30, 2008 that we have experienced significant losses since
inception. Failure to arrange adequate financing on acceptable terms and to
achieve profitability would have an adverse effect on our financial position,
results of operations, cash flows and prospects. Accordingly, there is
substantial doubt that we will be able to continue as a going concern.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of
the Financial Industry Regulatory Authority (FINRA). Trading in stock quoted on
the OTC Bulletin Board is often thin and characterized by wide fluctuations in
trading prices, due to many factors that may have little to do with our
operations or business prospects. This volatility could depress the market price
of our common stock for reasons unrelated to operating performance. Moreover,
the OTC Bulletin Board is not a stock exchange, and trading of securities on the
OTC Bulletin Board is often more sporadic than the trading of securities listed
on a quotation system like Nasdaq or a stock exchange like Amex. Accordingly,
shareholders may have difficulty reselling any of the shares.

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and the NASDs sales practice
requirements, 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

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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.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, 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.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of the risk factors before making an investment decision with
respect to our common stock.

ITEM
2.           DESCRIPTION OF
PROPERTY.

Executive Offices

Our principal offices are located at 9595 Six Pines Drive,
Suite 8210, Building 8, Level 2, The Woodlands, TX 77380. Our telephone number
at our principal office is 832.631.6061. Our fax number is 832.631.6059. We
lease our office space at this location on a month-to-month basis at a rental
rate of approximately $1,000 per month. We believe that our office space and
facilities are sufficient to meet our present needs and do not anticipate any
difficulty securing alternative or additional space, as needed, on terms
acceptable to us.

Properties

As of April 30, 2008, only one of our properties has proven
reserves. On our other exploratory properties, there is no assurance that a
commercially viable hydrocarbon reserve exists properties, or that we will be
able to identify any hydrocarbons on our exploratory properties that can be
developed profitably. Even if we do discover commercially exploitable levels of
hydrocarbons on our properties, there can be no assurance that we will be able
to enter into commercial production of our properties.

10

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We have not found any other properties either for staking or
purchasing but will seek such properties during the next year to diversify our
holdings. Any staking and/or purchasing of properties may involve the issuance
of substantial blocks of our shares.

Thunder Stud Prospect, Calcasieu Parish,
Louisiana

On November 1, 2006, we entered into an agreement whereby we
have acquired from Kossic Oil & Gas LP, a 4% working interest in the Thunder
Stud Prospect, located in southern Louisiana. On October 25, 2007 we increased
our working interest in certain geologic objectives of well No. 1 to 5.44% .
Drilling on the property began in late January 2007 and operations were carried
out by Sterling Energy plc. Target depth for well No. 1 was reached in May 2007
and petrophysical analysis suggests that multiple pay horizons were encountered.
Testing operations of Well No. 1 were carried out in two intervals of the Yegua
formation. One of these intervals was deemed to be noncommercial, whilst the
other interval flowed oil and gas at a gross rate of 1,057 MCFD and 456BOPD. At
the close of the year ended April 30, 2008, we had spent $1,749,634.91, on the
acquisition of the project, lease renewals, drilling, completion and testing
costs for this project. Operations on well No.1 are awaiting results of a
confirmation well, currently under planning by our working interest partners.
The second well will target a geologic structure interpreted to be up-dip of the
existing well control.

Shadyside Farm Prospect, St. Mary Parish,
Louisiana

On February 16, 2007, we entered into a letter of intent with
Houston Energy, Inc. and Red Willow Offshore, LLC. wherein we have agreed to
purchase an undivided 8.92353% before casing point and 7.585% after casing point
interest on the Shadyside Prospect located in St. Mary Parish, Louisiana. The
final participation agreement and joint operating agreement for the prospect
were signed in May 2007, drilling operations started in July 2007 and production
began on January 7, 2008. At the close of the year  ended April 30, 2008, we
had spent $1,299,643.26 on the acquisition of the project, lease renewals,
drilling, completion, testing and development costs for this well. We currently
hold a 15.17% working interest on this well. Neumin Production Company is the
operator of this well. The well is currently producing.

Alligator Bayou Prospect, Matagorda and Brazoria
Counties, Texas

On May 8, 2007, we entered into a letter of intent with CTC
Minerals, Inc. wherein we have agreed to purchase a 10% working interest in the
Alligator Bayou Prospect located in Matagorda and Brazoria Counties, Texas. On
July 12, 2007 we entered into a final purchase and sale agreement with CTC
Minerals. On April 20, 2008, the Company agreed to sell a 4% interest in the
property to three separate parties in consideration for $490,332, which
represents 40% of estimated expenses incurred by our company on the property up
to April 10, 2008.

Drilling operations began in late April 2008 and El Paso
Corporation is the operator of the well. At the close of the year  ended April
30, 2008, we had spent $1,231,942.74 on the acquisition of the project, lease
rentals and geological studies related to this prospect. As of August 08, 2008,
drilling operations continue on this prospect.

El Grande and Hickory Branch Prospects, Beauregard
Parish, Louisiana

On June 15, 2006, we acquired a 100% working interest and 75%
net revenue interest in certain oil and gas properties, located in Beauregard
Parish, Louisiana, from Site Drilling Force Limited (BVI). The purchase price
was $2,000,000. The purchase involved the acquisition of two prospects, namely
the El Grande (formerly known as Wilcox 105) and the Hickory Branch (formerly
known as the Miocene 101). These prospects are comprised of 32 leases totalling
1,224 gross acres (1,209 net acres). The leases all have three-year terms, with
the expiration dates ranging from November of 2008 to March of 2009.

We conducted preliminary geological and geophysical studies on the Beauregard Parish leases. As of April 30, 2008, we had capitalized $2,071,275 of costs related to its interest. During the year ended April 30, 2008, we decided not to pursue the development of this property.  $2,071,275 was added to the full cost pool.  As a result of a ceiling test of the carrying value of the full cost pool we recorded an impairment charge of $1,034,151.

11

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ITEM
3.           LEGAL
PROCEEDINGS.

Our company is not a party to any pending legal proceeding and
no legal proceeding is contemplated or threatened as of the date of this annual
report.

ITEM
4.           SUBMISSIONS OF
MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II

|ITEM 5. | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
      SECURITIES
|------- | -----------------------------------------------------------------------------------------------------------------------------

Our common stock was originally accepted for quotation on the
OTC Bulletin Board under the Symbol SOMR on January 23, 2006. On August 9,
2006, our Symbol was changed to CYPE upon a change of name to Century
Petroleum Corp. and a forward stock split on a seven (7) for one (1) basis.

The following table reflects the high and low bid information
for our common stock obtained from Stockwatch and reflects inter-dealer prices,
without retail mark-up, markdown or commission, and may not necessarily
represent actual transactions.

The high and low bid prices of our common stock for the periods
indicated below are as follows:

National Association of Securities Dealers OTC
      Bulletin BoardQuarter Ended(1)
      High
      LowApril 30, 2008
    $0.76
    $0.31January 31, 2008
    $1.02
    $0.35October 31, 2007
    $1.13
    $0.63July 30, 2007
    $1.27
    $0.57April 30, 2007
    $2.95
    $1.25January 31, 2007
    $3.39
    $1.55October 31, 2006
    $2.00
    $1.55July 30, 2006
    $n/a
    $n/aApril 30, 2006(2)
    $1.43
    $0.57


| | (1) | Our common stock received approval for quotation on
      January 23, 2006. The first trade occurred June 1, 2006.
| | --- | ------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                   
| | (2) | Reflects the seven (7) for one (1) forward stock split
      effected on August 9, 2006.                          

On July 23, 2008, the closing price for the common stock as
reported by the quotation service operated by the OTC Bulletin Board was $0.24.

As of July 23, 2008, there were 17 holders of record of our
common stock. As of such date, 69,857,024 common shares were issued and
outstanding.

Our common shares are issued in registered form. Empire Stock
Transfer Inc., 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, Nevada
89128-8351 (Telephone: .775.562.4091; Facsimile: 775.974.1444) is the registrar
and transfer agent for our common shares.

12

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Dividend Policy

No cash dividends have been paid by our company on our common
stock. We anticipate that our companys future earnings will be retained to
finance the continuing development of our business. The payment of any future
dividends will be at the discretion of our companys board of directors and will
depend upon, among other things, future earnings, any contractual restrictions,
the success of business activity, regulatory and corporate law requirements and
the general financial condition of our company.

Recent Sales of Unregistered Securities

On May 24, 2007, we entered into an agreement to appoint an
individual as a member of our Advisory Board. The Individual agreed to provide
advisory services to our company for an indefinite period, or until terminated
by either party, in consideration for 37,500 restricted shares of common stock
at the end of every financial quarter of our company in which the individual
serves as a member of our Advisory Board. As of the date of this Quarterly
Report on Form 10-QSB, the common shares have not yet been issued.

On June 1, 2007, we entered into an agreement to appoint an
individual as a member of our Advisory Board. The Individual agreed to provide
advisory services to our company for an indefinite period, or until terminated
by either party, in consideration for 37,500 restricted shares of common stock
at the end of every financial quarter of our company in which the individual
serves as a member of our Advisory Board. As of the date of this Quarterly
Report on Form 10-QSB, the common shares have not yet been issued.

On July 2, 2007, we gave notice to E&P Investments GmbH,
for an advance of $500,000, pursuant to a share issuance agreement with E&P
Investments GmbH, dated December 15, 2006. As consideration for the cash
advance, we issued to E&P Investments GmbH 961,538 units at a deemed price
of $0.52 per unit. Each unit consists of one common share and one common shares
purchase warrant. We issued all of the 961,538 common shares to a non U.S.
person (as that term is defined in Regulation S of the Securities Act of 1933)
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933

On July 16, 2007, we gave notice to E&P Investments GmbH,
for an advance of $1,000,000, pursuant to a share issuance agreement with
E&P Investments GmbH, dated December 15, 2006. As consideration for the cash
advance, we issued to E&P Investments GmbH 1,785,714 units at a deemed price
of $0.56 per unit. Each unit consists of one common share and one common shares
purchase warrant. We issued all of the 1,785,714 common shares to a non U.S.
person (as that term is defined in Regulation S of the Securities Act of 1933)
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.

On September 14, 2007, we gave notice to E&P Investments
GmbH, for an advance of $500,000, pursuant to a share issuance agreement with
E&P Investments GmbH, dated December 15, 2006. As consideration for the cash
advance made in late September 2007, our directors approved, on October 10,
2007, the issuance of 961,538 units at a deemed price of $0.52 per unit to
E&P Investments GmbH. Each unit consists of one common share and one common
shares purchase warrant. We issued all of the 961,538 common shares to a non
U.S. person (as that term is defined in Regulation S of the Securities Act of
1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of
the Securities Act of 1933

On October 22, 2007, we gave notice to E&P Investments
GmbH, for an advance of $500,000, pursuant to a share issuance agreement with
E&P Investments GmbH, dated December 15, 2006. As consideration for the cash
advance, our directors approved the issuance of 757,576 units at a deemed price
of $0.66 per unit to E&P Investments GmbH. Each unit consists of one common
share and one common shares purchase warrant. We issued all of the 757,576
common shares to a non U.S. person (as that term is defined in Regulation S of
the Securities Act of 1933) in an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933.

On March 25, 2008, we issued 813,953 units at a deemed price of
$0.43 as consideration for an advance of $350,000 from E&P Investments GmbH,
pursuant to a share issuance agreement with E&P Investments GmbH, dated
December 15, 2006. Each unit consists of one common share and one common shares
purchase warrant. Each common share purchase warrant is exercisable for a period
of three years at an exercise price of $0.64. We issued

13

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all of the 813,953 common shares to a non U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.

Equity Compensation Plan Information

We currently do not have any stock option or equity
compensation plans or arrangements.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended April 30, 2008.

ITEM
6.           MANAGEMENT
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following is a discussion and analysis of our plan of
operation for the next year ended April 30, 2008, and the factors that could
affect our future financial condition and plan of operation.

This discussion and analysis should be read in conjunction with
our financial statements and the notes thereto included elsewhere in this annual
report. Our financial statements are prepared in accordance with United States
generally accepted accounting principles. All references to dollar amounts in
this section are in United States dollars unless expressly stated otherwise.
Please see our Note on Forward Looking Statements and Risk Factors for a
list of our risk factors.

Cash Requirements

Despite having earned revenues of $301,337 during the last
quarter of the year ended April 30, 2008, we have never been profitable. We
require additional funds of approximately $2,000,000 at a minimum to proceed
with our plan of operation over the next twelve months, exclusive of any
acquisition or exploration costs. As we do not have the funds necessary to cover
our projected operating expenses for the next twelve month period, we will be
required to raise additional funds through the issuance of equity securities,
through loans or through debt financing. There can be no assurance that we will
be successful in raising the required capital or that actual cash requirements
will not exceed our estimates.

Our auditors have issued a going concern opinion for the year
ended April 30, 2008. This means that there is substantial doubt that we can
continue as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills. This is because we have not generated any
significant revenues and no significant revenues are anticipated until
production on our properties increase. As we had cash in the amount of $128,672
and a working capital in the amount of $463,671 as of April 30, 2008, we do not
have sufficient working capital to enable us to carry out our stated plan of
operation for the next twelve months. We will require additional funds to
implement our growth strategy in exploration operations. These funds may be
raised through equity financing, debt financing, or other sources, which may
result in further dilution in the equity ownership of our shares. We currently
do not have any arrangements in place for the completion of any debt financings
or private placement financings and there is no assurance that we will be
successful in completing any debt financing or private placement financing.

Estimated Net Expenditures During the Next Twelve
Months

General and administrative
    $
    400,000Exploration Expenses
    $
    1,600,000Total
    $
    2,000,000


Liquidity and Capital Resources

As of the date of this annual report, we have generated
revenues of $301,337from our business activities.

14

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During the year ended April 30, 2008, we received $2,850,000
from E&P Investment s GMBH and issued 5,280,319 units to E&P
Investments. Each unit consists of one common share and one common share
purchase warrant.

As of April 30, 2008, our total current assets were
$1,019,024and our total current liabilities were $555,353and we
had a working capital of $463,671. Our financial statements report a net loss of
$3,880,548 for the year ended April 30, 2008, and a net loss of $5,949,137 for
the period from December 13, 2004 (date of incorporation) to April 30, 2008. Our
net loss from operations increased to $3,880,548 for the year ended April 30,
2008, as compared to $2,012,036 for the year ended April 30, 2007. Our losses
have increased primarily as a result of impairment of oil & gas properties,
consulting fees, general and administrative fees and production expenses.

We have suffered recurring losses from operations. The
continuation of our company is dependent upon our company attaining and
maintaining profitable operations and raising additional capital as needed. In
this regard we have raised additional capital through the equity offerings and
loan transactions noted above.

The continuation of our business is dependent upon obtaining
further financing, a successful program of exploration, and, finally, achieving
a 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 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 obtain further
funds required for our continued operations. As noted herein, we are pursuing
various financing alternatives to meet our immediate and long-term financial
requirements. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will be unable to conduct our operations as
planned, and we will not be able to meet our other obligations as they become
due. In such event, we will be forced to scale down or perhaps even cease our
operations.

Product Research and Development

We are conducting research in the form of exploration of our
properties.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve months ending April 30, 2009.

Employees

Currently our only employees are our directors, officers, and
advisory team members. We do not expect any material changes in the number of
employees over the next 12 month period. We do and will continue to outsource
contract employment as needed.

Going Concern

We have suffered recurring losses from operations. The
continuation of our company as a going concern is dependent upon our company
attaining and maintaining profitable operations and raising additional capital.
The financial statements do not include any adjustment relating to the recovery
and classification of recorded asset amounts or the amount and classification of
liabilities that might be necessary should our company discontinue
operations.

Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above, in their report on the
annual financial statements for the year ended April 30, 2008, our independent
auditors included an explanatory paragraph regarding the substantial doubt about
our ability to continue as a going concern. Our financial statements contain
additional note disclosures describing the circumstances that lead to this
disclosure by our independent auditors.

15

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The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

Recent accounting pronouncements

In September 2006, the Financial Accounting Standards Board
(FASB) issued SFAS No. 157, Fair Value Measurements. The objective of SFAS
157 is to increase consistency and comparability in fair value measurements and
to expand disclosures about fair value measurements. SFAS 157 defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS 157 applies under other accounting pronouncements that require or permit
fair value measurements and does not require any new fair value measurements.
The provisions of SFAS No. 157 are effective for fair value measurements made in
fiscal years beginning after November 15, 2007. The adoption of this statement
is not expected to have a material effect on our future reported financial
position or results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities  Including an Amendment
of FASB Statement No. 115. This statement permits entities to choose to measure
many financial instruments and certain other items at fair value. Most of the
provisions of SFAS No. 159 apply only to entities that elect the fair value
option. However, the amendment to SFAS No. 115 Accounting for Certain
Investments in Debt and Equity Securities applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entitys first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, Fair Value Measurements. The adoption of this
statement is not expected to have a material effect on our financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements  an amendment of ARB No. 51.
This statement improves the relevance, comparability, and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards that
require; the ownership interests in subsidiaries held by parties other than the
parent and the amount of consolidated net income attributable to the parent and
to the noncontrolling interest be clearly identified and presented on the face
of the consolidated statement of income, changes in a parents ownership
interest while the parent retains its controlling financial interest in its
subsidiary be accounted for consistently, when a subsidiary is deconsolidated,
any retained noncontrolling equity investment in the former subsidiary be
initially measured at fair value, entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the noncontrolling owners. SFAS No. 160 affects those entities that
have an outstanding noncontrolling interest in one or more subsidiaries or that
deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008. Early adoption is prohibited. The adoption of this statement is not
expected to have a material effect on our financial statements.

In December 2007, the FASB issued SFAS No. 141R, Business
Combinations. This statement replaces SFAS 141 and defines the acquirer in a
business combination as the entity that obtains control of one or more
businesses in a business combination and establishes the acquisition date as the
date that the acquirer achieves control. SFAS 141R requires an acquirer to
recognize the assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree at the acquisition date, measured at their fair values
as of that date. SFAS 141R also requires the acquirer to recognize contingent
consideration at the acquisition date, measured at its fair value at that date.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008. Earlier adoption is
prohibited. The adoption of this statement is not expected to have a material
effect on our financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities  an amendment to FASB Statement
No. 133. SFAS No. 161 is intended to improve financial standards for derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity's financial position,
financial performance, and cash flows. Entities are required

16

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to provide enhanced disclosures about: (a) how and why an
entity uses derivative instruments; (b) how derivative instruments and related
hedged items are accounted for under Statement 133 and its related
interpretations; and (c) how derivative instruments and related hedged items
affect an entitys financial position, financial performance, and cash flows. It
is effective for financial statements issued for fiscal years beginning after
November 15, 2008, with early adoption encouraged. The Company is currently
evaluating the impact of SFAS No. 161 on its financial statements, and the
adoption of this statement is not expected to have a material effect on our
financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SECs approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. The adoption of this statement is not expected to have a material
effect on our financial statements.

In May 2008, the FASB issued SFAS No. 163, Accounting for
Financial Guarantee Insurance Contracts  An interpretation of FASB Statement
No. 60. SFAS 163 requires that an insurance enterprise recognize a claim
liability prior to an event of default when there is evidence that credit
deterioration has occurred in an insured financial obligation. It also clarifies
how Statement 60 applies to financial guarantee insurance contracts, including
the recognition and measurement to be used to account for premium revenue and
claim liabilities, and requires expanded disclosures about financial guarantee
insurance contracts. It is effective for financial statements issued for fiscal
years beginning after December 15, 2008, except for some disclosures about the
insurance enterprises risk-management activities. SFAS 163 requires that
disclosures about the risk-management activities of the insurance enterprise be
effective for the first period beginning after issuance. Except for those
disclosures, earlier application is not permitted. The adoption of this
statement is not expected to have a material effect on our financial statements.

ITEM
7.           FINANCIAL
STATEMENTS.

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

It is the opinion of management that the audited financial
statements for the fiscal year ended April 30, 2008 include all adjustments
necessary in order to ensure that the audited financial statements are not
misleading.

17

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Century Petroleum Corp.

April 30, 2008





|                                                              | Index
|------------------------------------------------------------- | -----
|                                                              |      
|Report
      of Independent Registered Public Accounting Firm | F-1  
|                                                              |      
|Balance
      Sheets                                          | F-2  
|                                                              |      
|Statements
      of Operations                                | F-3  
|                                                              |      
|Statements
      of Cash Flows                                | F-4  
|                                                              |      
|Statements
      of Stockholders Equity                      | F-5  
|                                                              |      
|Notes
      to the Financial Statements                       | F-6  

18

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
  Century Petroleum Corp. (f/k/a Som Resources, Inc.)

We have audited the accompanying balance sheet of Century Petroleum Corp. (f/k/a Som Resources, Inc.)as of April 30, 2008, and the related statements of operations, changes in stockholders’ equity and cash flows for the for the two years ended April 30, 2008 and 2007. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Century Petroleum Corp. (f/k/a Som Resources, Inc.) as of April 30, 2008 and the results of its operations and its cash flows for the two years ended April 30, 2008 and 2007 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 8 to the financial statements, the Company has an accumulated deficit of $5,949,137 and used cash in operations of $409,289 for the year ended April 30, 2008.  These factors raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans concerning these matters are also described in Note 8.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



WEBB & COMPANY, P.A.Certified Public Accountants

Boynton Beach, Florida
August 13, 2008

F-1

---

Century Petroleum Corp. Balance Sheets (Expressed in US
dollars)

|                                                                     |   | April 30,  |  
|-------------------------------------------------------------------- | - | ---------- | -
|                                                                     |   | 2008       |  
|ASSETS                                                               |   |            |  
|Current Assets                                                       |   |            |  
|Cash                                                                 | $ | 128,672    |  
|Accounts receivable                                                  |   | 143,152    |  
|Prepaid expenses and other current
      assets                      |   | 256,868    |  
|Notes
      receivable (Note 2(e))                                   |   | 490,332    |  
|Total Current Assets                                                 |   | 1,019,024  |  
|Property and Equipment, net                                          |   | 7,121      |  
|Intangible Assets, net                                               |   | 8,026      |  
|Oil and Gas Interest
      (full cost method) (Note 2)               |   | 4,466,531  |  
|Total Assets                                                         | $ | 5,500,702  |  
|                                                                     |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                 |   |            |  
|Current Liabilities                                                  |   |            |  
|Accounts payable                                                     | $ | 333,823    |  
|Accounts payable-related party (Note 6(a))                           |   | 100        |  
|Accrued liabilities                                                  |   | 219,430    |  
|Due to
      related party (Note 6(a))                               |   | 2,000      |  
|Total Liabilities                                                    |   | 555,353    |  
|Stockholders Equity                                                 |   |            |  
|Preferred Stock, 7,000,000 shares authorized,
      $0.001 par value |   |            |  
|none issued and outstanding                                          |   |           |  
|Common Stock, 483,000,000 shares authorized,
      $0.001 par value  |   |            |  
|69,557,024 shares issued and outstanding                             |   | 69,557     |  
|Additional Paid-in Capital                                           |   | 17,167,063 |  
|Common Stock Subscribed (278,333 shares to be issued)                |   | 272,866    |  
|Deferred Compensation                                                |   | (6,615,000 | )
|Deficit                                                              |   | (5,949,137 | )
|Total Stockholders Equity                                           |   | 4,945,349  |  
|Total Liabilities
      and Stockholders Equity                     | $ | 5,500,702  |  

(The Accompanying Notes are an Integral Part of These Financial
Statements)

F-2

---

Century Petroleum Corp. Statements of Operations
(Expressed in US dollars)

|                                                                        |   | For the    |   |   | For the    |  
|----------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                        |   | Year       |   |   | Year       |  
|                                                                        |   | Ended      |   |   | Ended      |  
|                                                                        |   | April 30,  |   |   | April 30,  |  
|                                                                        |   | 2008       |   |   | 2007       |  
|                                                                        |   |            |   |   |            |  
|                                                                        |   |            |   |   |            |  
|Revenue                                                                 | $ | 301,337    |   | $ |           |  
|                                                                        |   |            |   |   |            |  
|Expenses                                                                |   |            |   |   |            |  
|Consulting (Notes 6 and 7)                                              |   | 2,451,866  |   |   | 1,281,500  |  
|Impairment of mineral property costs                                    |   |           |   |   | 3,000      |  
|Impairment of oil and gas property                                      |   | 1,034,151  |   |   | 528,756    |  
|General and administrative                                              |   | 286,115    |   |   | 157,548    |  
|Production expenses                                                     |   | 14,778     |   |   |           |  
|Professional fees                                                       |   | 44,130     |   |   | 53,870     |  
|Total Operating Expenses                                                |   | 3,831,040  |   |   | 2,024,674  |  
|Operating Loss                                                          |   | (3,529,703 | ) |   | (2,024,674 | )
|Other Income (Expenses)                                                 |   |            |   |   |            |  
|Depletion                                                               |   | (361,481   | ) |   |           |  
|Foreign exchange gain (loss)                                            |   | (408       | ) |   | (25        | )
|Interest income                                                         |   | 11,044     |   |   | 12,663     |  
|Total Other Expense                                                     |   | (350,845   | ) |   | 12,638     |  
|Loss Before Income Taxes                                                |   | (3,880,548 | ) |   | (2,012,036 | )
|Provision for Income
      Taxes                                        |   |           |   |   |           |  
|Net Loss                                                                | $ | (3,880,548 | ) | $ | (2,012,036 | )
|                                                                        |   |            |   |   |            |  
|Net Loss Per Share
       Basic and Diluted                            | $ | (0.06      | ) | $ | (0.03      | )
|                                                                        |   |            |   |   |            |  
|Weighted Average Number
      of Shares Outstanding - Basic and Diluted |   | 67,581,894 |   |   | 58,716,090 |  

(The Accompanying Notes are an Integral Part of These Financial
Statements)

F-3

---

Century Petroleum Corp. Statements of Cash Flows
(Expressed in US dollars)

|                                                                                  |   | For the    |   |   | For the    |  
|--------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                                  |   | Year Ended |   |   | Year Ended |  
|                                                                                  |   | April 30,  |   |   | April 30,  |  
|                                                                                  |   | 2008       |   |   | 2007       |  
|                                                                                  |   |            |   |   |            |  
|                                                                                  |   |            |   |   |            |  
|                                                                                  |   |            |   |   |            |  
|Operating Activities                                                              |   |            |   |   |            |  
|Net loss                                                                          | $ | (3,880,548 | ) | $ | (2,012,036 | )
|Adjustments to reconcile net loss
      to net cash used in operating activities: |   |            |   |   |            |  
|                                                                                  |   |            |   |   |            |  
|Depletion and depreciation                                                        |   | 368,833    |   |   | 2,937      |  
|Impairment loss on mineral property                                               |   |           |   |   | 3,000      |  
|Impairment loss
      on oil and gas properties                                   |   | 1,034,151  |   |   | 528,756    |  
|Stock-based compensation                                                          |   | 2,162,866  |   |   | 1,102,500  |  
|Change in operating assets and
      liabilities:                                 |   |            |   |   |            |  
|Accounts receivable                                                               |   | (143,152   | ) |   |           |  
|Prepaid expenses
      and deposits                                               |   | 54,369     |   |   | (98,443    | )
|Accounts payable and accrued liabilities                                          |   | (1,210     | ) |   | 34,808     |  
|Accounts payable-related party                                                    |   | (4,598     | ) |   | 4,698      |  
|Net Cash Used in Operating
      Activities                                       |   | (409,289   | ) |   | (433,780   | )
|Investing Activities                                                              |   |            |   |   |            |  
|Purchase of property and equipment                                                |   | (4,997     | ) |   | (4,965     | )
|Purchase of oil and gas interest                                                  |   | (3,285,696 | ) |   | (3,447,499 | )
|Website development
      costs                                                   |   |           |   |   | (15,474    | )
|Net Cash Used in Investing
      Activities                                       |   | (3,290,693 | ) |   | (3,467,938 | )
|                                                                                  |   |            |   |   |            |  
|Financing Activities                                                              |   |            |   |   |            |  
|Proceeds from
      issuance of common stock                                      |   | 2,850,000  |   |   | 4,880,000  |  
|Net Cash Provided by Financing Activities                                         |   | 2,850,000  |   |   | 4,880,000  |  
|(Decrease) Increase in Cash                                                       |   | (849,982   | ) |   | 978,282    |  
|Cash and Cash Equivalents - Beginning of Period                                   |   | 978,654    |   |   | 372        |  
|Cash and Cash Equivalents
      - End of Period                                   | $ | 128,672    |   | $ | 978,654    |  
|                                                                                  |   |            |   |   |            |  
|Non-Cash Financing Activities                                                     |   |            |   |   |            |  
|Shares issued for consulting services                                             | $ | 2,162,866  |   | $ | 945,000    |  
|                                                                                  |   |            |   |   |            |  
|Supplemental Disclosures                                                          |   |            |   |   |            |  
|Interest paid                                                                     | $ |           |   | $ |           |  
|Income taxes paid                                                                 | $ |           |   | $ |           |  

(The Accompanying Notes are an Integral Part of These Financial
Statements)

F-4

---

Century Petroleum Corp. Statement of Stockholders Equity
(Expressed in US dollars)

|                                            |  |                    |  |  |         |  |  |            |  |  |              |   |  |             |  |  | Deficit     |   |  |            |  
|------------------------------------------- |  | ------------------ |  |  | ------- |  |  | ---------- |  |  | ------------ | - |  | ----------- |  |  | ----------- | - |  | ---------- | -
|                                            |  |                    |  |  |         |  |  |            |  |  |              |   |  |             |  |  | Accumulated |   |  |            |  
|                                            |  |                    |  |  |         |  |  | Additional |  |  |              |   |  | Common      |  |  | During the  |   |  |            |  
|                                            |  | Common
      Stock |  |  | Paid-in |  |  | Deferred   |  |  | Stock        |   |  | Exploration |  |  |             |  
|                                            |  | Shares             |  |  | Amount  |  |  | Capital    |  |  | Compensation |   |  | Subscribed  |  |  | Stage       |   |  | Total      |  
|                                            |  | #                  |  |  | $       |  |  | $          |  |  | $            |   |  | $           |  |  | $           |   |  | $          |  
|Balance  April 30, 2006                    |  | 52,654,000         |  |  | 52,654  |  |  | 3,966      |  |  |             |   |  |            |  |  | (56,553     | ) |  | 67         |  
|Common stock issued for cash at $0.478 per  |  |                    |  |  |         |  |  |            |  |  |              |   |  |             |  |  |             |   |  |            |  
|share                                       |  | 4,609,997          |  |  | 4,610   |  |  | 2,200,390  |  |  |             |   |  |            |  |  |            |   |  | 2,205,000  |  
|Common stock issued for cash at $1.00 per   |  |                    |  |  |         |  |  |            |  |  |              |   |  |             |  |  |             |   |  |            |  
|share                                       |  | 425,000            |  |  | 425     |  |  | 424,575    |  |  |             |   |  |            |  |  |            |   |  | 425,000    |  
|Common stock issued for cash at $1.25 per   |  |                    |  |  |         |  |  |            |  |  |              |   |  |             |  |  |             |   |  |            |  
|share                                       |  | 600,000            |  |  | 600     |  |  | 749,400    |  |  |             |   |  |            |  |  |            |   |  | 750,000    |  
|Common stock issued for cash at $2.01 per   |  |                    |  |  |         |  |  |            |  |  |              |   |  |             |  |  |             |   |  |            |  
|share                                       |  | 248,756            |  |  | 249     |  |  | 499,751    |  |  |             |   |  |            |  |  |            |   |  | 500,000    |  
|Common stock issued for cash at $2.05 per   |  |                    |  |  |         |  |  |            |  |  |              |   |  |             |  |  |             |   |  |            |  
|share                                       |  | 243,902            |  |  | 244     |  |  | 499,756    |  |  |             |   |  |            |  |  |            |   |  | 500,000    |  
|Common stock issued for consulting services |  | 5,000,000          |  |  | 5,000   |  |  | 9,445,000  |  |  | (8,505,000   | ) |  |            |  |  |            |   |  | 945,000    |  
|Common stock issued for cash at $1.01 per   |  |                    |  |  |         |  |  |            |  |  |              |   |  |             |  |  |             |   |  |            |  
|share                                       |  | 495,050            |  |  | 495     |  |  | 499,505    |  |  |             |   |  |            |  |  |            |   |  | 500,000    |  
|Net loss for the year                       |  |                   |  |  |        |  |  |           |  |  |             |   |  |            |  |  | (2,012,036  | ) |  | (2,012,036 | )
|Balance  April 30, 2007                    |  | 64,276,705         |  |  | 64,277  |  |  | 14,322,343 |  |  | (8,505,000   | ) |  |            |  |  | (2,068,589  | ) |  | 3,813,031  |  
|Common stock issued for cash at $0.52 per   |  |                    |  |  |         |  |  |            |  |  |              |   |  |             |  |  |             |   |  |            |  
|share                                       |  | 1,923,076          |  |  | 1,923   |  |  | 998,077    |  |  |             |   |  |            |  |  |            |   |  | 1,000,000  |  
|Common stock issued for cash at $0.56 per   |  |                    |  |  |         |  |  |            |  |  |              |   |  |             |  |  |             |   |  |            |  
|share                                       |  | 1,785,714          |  |  | 1,786   |  |  | 998,214    |  |  |             |   |  |            |  |  |            |   |  | 1,000,000  |  
|Common stock issued for cash at $0.66 per   |  |                    |  |  |         |  |  |            |  |  |              |   |  |             |  |  |             |   |  |            |  
|share                                       |  | 757,576            |  |  | 757     |  |  | 499,243    |  |  |             |   |  |            |  |  |            |   |  | 500,000    |  
|Common stock issued for cash at $0.43 per   |  |                    |  |  |         |  |  |            |  |  |              |   |  |             |  |  |             |   |  |            |  
|share                                       |  | 813,953            |  |  | 814     |  |  | 349,186    |  |  |             |   |  |            |  |  |            |   |  | 350,000    |  
|Common stock released from escrow           |  |                   |  |  |        |  |  |           |  |  | 1,890,000    |   |  |            |  |  |            |   |  | 1,890,000  |  
|Common shares issuable for advisory         |  |                    |  |  |         |  |  |            |  |  |              |   |  |             |  |  |             |   |  |            |  
|services                                    |  |                   |  |  |        |  |  |           |  |  |             |   |  | 272,866     |  |  |            |   |  | 272,866    |  
|Net loss for the year                       |  |                   |  |  |        |  |  |           |  |  |             |   |  |            |  |  | (3,880,548  | ) |  | (3,880,548 | )
|Balance  April 30, 2008                    |  | 69,557,024         |  |  | 69,557  |  |  | 17,167,063 |  |  | (6,615,000   | ) |  | 272,866     |  |  | (5,949,137  | ) |  | 4,945,349  |  

On August 9, 2006, the Company effected a seven (7) for one (1)
forward stock split of the authorized, issued and outstanding stock. All share
amounts have been retroactively adjusted for all periods presented.

(The Accompanying Notes are an Integral Part of These Financial
Statements)

F-5

---

Century Petroleum Corp. 
  Notes to the Financial Statements (Expressed in US dollars)

|1. | Summary of Significant Accounting Policies
        and Organization
|-- | -------------------------------------------------------------------
|   |                                                                    
|   | a)                                                                 
|   |                                                                    
|   |                                                                    
|   |                                                                    
|   | b)                                                                 
|   |                                                                    
|   |                                                                    
|   |                                                                    
|   | c)                                                                 
|   |                                                                    
|   |                                                                    
|   |                                                                    
|   | d)                                                                 
|   |                                                                    
|   |                                                                    
|   |                                                                    
|   | e)                                                                 
|   |                                                                    
|   |                                                                    

F-6

---

Century Petroleum Corp. 
  Notes to the Financial Statements (Expressed in US dollars)

|1. | Summary of Significant Accounting Policies and
      Organization (continued)
|-- | -----------------------------------------------------------------------------
|   |                                                                              
|   | e)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   | f)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   | g)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   | h)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              

F-7

---

Century Petroleum Corp. 
  Notes to the Financial Statements 
  (Expressed in US dollars)

|1. | Summary of Significant Accounting Policies and
      Organization (continued)
|-- | -----------------------------------------------------------------------------
|   |                                                                              
|   | i)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   | j)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   | k)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   | l)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   | m)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              

F-8

---

Century Petroleum Corp. 
  Notes to the Financial Statements 
  (Expressed in US dollars)

|1. | Summary of Significant Accounting Policies and
      Organization (continued)
|-- | -----------------------------------------------------------------------------
|   |                                                                              
|   | m)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              

F-9

---

Century Petroleum Corp. 
  Notes to the Financial Statements 
  (Expressed in US dollars)

|1. | Summary of Significant Accounting Policies and Organization
      (continued)
|-- | -----------------------------------------------------------------------------
|   |                                                                              
|   | n)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   | o)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   | p)                                                                           
|   |                                                                              
|   |                                                                              

|2. | Oil and Gas Properties
|-- | ----------------------
|   |                       
|   | a)                    
|   |                       
|   | b)                    
|   |                       
|   | c)                    
|   |                       
|   | d)                    
|   |                       
|   | e)                    
|   |                       
|   |                       

F-10

---

Century Petroleum Corp. 
  Notes to the Financial Statements 
  (Expressed in US dollars)

|2. | Oil and Gas Properties
(continued)
|-- | ----------------------------------

| |                                             |  | April 30, 2008 |   |  | April 30, 2007 | 
| | ------------------------------------------- |  | -------------- | - |  | -------------- | 
| |                                             |  | $              |   |  | $              | 
| |                                             |  |                |   |  |                | 
| | Proved Properties                           |  |                |   |  |                | 
| |                                             |  |                |   |  |                | 
| | Acquisition costs                           |  | 2,095,221      |   |  |               | 
| | Exploration costs                           |  | 1,275,697      |   |  |               | 
| | Less:                                       |  |                |   |  |                | 
| | Accumulated depletion (At $13 per MCF)      |  | (361,481       | ) |  |               | 
| | Impairment of oil and gas properties        |  | (1,034,151     | ) |  |                | 
| |                                             |  |                |   |  |                | 
| |                                             |  | 1,975,286      |   |  |               | 
| |                                             |  |                |   |  |                | 
| | Unproven Properties                         |  |                |   |  |                | 
| |                                             |  |                |   |  |                | 
| | Acquisition costs                           |  | 1,029,635      |   |  | 2,108,763      | 
| | Exploration costs                           |  | 1,951,942      |   |  | 807,883        | 
| | Less:                                       |  |                |   |  |                | 
| | Oil and gas interest sold (Note
      2(e)) |  | (490,332       | ) |  |               | 
| |                                             |  |                |   |  |                | 
| |                                             |  | 2,491,245      |   |  | 2,916,646      | 
| |                                             |  |                |   |  |                | 
| | Net Carrying Value                          |  | 4,466,531      |   |  | 2,916,646      | 

|3. | Asset Retirement Obligations                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                     
|   | The Corporations asset retirement obligations (AROs)
      in regards to oil and gas properties (Note 2) relates to site
      restoration.A reconciliation between the opening and closing AROs balance
      is provided below:

| |                                        |  | April 30, 2008 |  |  | April 30, 2007 | 
| | -------------------------------------- |  | -------------- |  |  | -------------- | 
| |                                        |  | $              |  |  | $              | 
| | Beginning asset retirement obligations |  |               |  |  |               | 
| | Liabilities incurred                   |  | 2,310          |  |  |               | 
| | Accretion                              |  |               |  |  |               | 
| |                                        |  |                |  |  |                | 
| | Total asset retirement obligations     |  | 2,310          |  |  |               | 

|   | In accordance with Statement of Financial Accounting
      Standards No. 143 "Accounting for Asset Retirement Obligations,"the Company measured the AROs at a fair value of $2,310 and
      capitalized this to the oil and gas property. The AROs will accrete to
      $10,771 until the time at which it is expected to be settled, being 21.8
      years. A discount rate of 10% was used to calculate the present value of
      the ARO. The corresponding accretion at April 30, 2008, being $Nil (April
      30, 2007 - $Nil), will be included in depletion, depreciation and
      amortization. Actual retirement costs will be recorded against the AROs
      when incurred. Any difference between the recorded AROs and the actual
      retirement costs incurred will be recorded as a gain or loss in the period
      of settlement.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4. | Stockholders Equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-11

---

Century Petroleum Corp. 
  Notes to the Financial Statements 
  (Expressed in US dollars)

|4. | Stockholders Equity (continued)
|-- | --------------------------------
|   |                                 
|   | e)                              
|   |                                 
|   | f)                              
|   |                                 
|   | g)                              
|   |                                 
|   | h)                              
|   |                                 
|   | i)                              
|   |                                 
|   | j)                              
|   |                                 
|   | k)                              
|   |                                 
|   | l)                              
|   |                                 
|   | m)                              
|   |                                 
|   | n)                              
|   |                                 
|   | o)                              

F-12

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Century Petroleum Corp. 
  Notes to the Financial Statements 
  (Expressed in US dollars)

|5. | Warrants                                                                                   
|-- | -------------------------------------------------------------------------------------------
|   |                                                                                            
|   | A summary of the changes in the Companys share purchase
      warrants is presented below:

| |                            |  | April
      30, 2008 |  |  | April
      30, 2007 | 
| | -------------------------- |  | -------------------- |  |  | -------------------- | 
| |                            |  |                      |  |  | Weighted Average     | 
| |                            |  |                      |  |  | Exercise             | 
| |                            |  | Number               |  |  | Price                | 
| |                            |  |                      |  |  |                      | 
| | Balance, beginning of year |  | 6,622,705            |  |  | 1.64                 | 
| | Issued                     |  | 5,280,319            |  |  | 0.81                 | 
| | Exercised                  |  |                     |  |  |                     | 
| | Forfeited / Expired        |  |                     |  |  |                     | 
| |                            |  |                      |  |  |                      | 
| | Balance, end of period     |  | 11,903,024           |  |  | 1.27                 | 

|6. | Related Party Transactions
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        
|   |                           
|   | d)                        
|   |                           
|7. | Commitments               
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        
|   |                           
|   | d)                        

F-13

---

Century Petroleum Corp. 
  Notes to the Financial Statements 
  (Expressed in US dollars)

|7. | Commitments (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8. | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | As reflected in the accompanying financial statements,
      the Company has a deficit of $5,949,137 from inception and used cash from
      operations of $409,289, for the year ended April 30, 2008. This raises
      substantial doubt about its ability to continue as a going concern. The
      ability of the Company to continue as a going concern is dependent on the
      Companys ability to raise additional capital and implement its business
      plan. The financial statements do not include any adjustments that might
      be necessary if the Company is unable to continue as a going
    concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Management believes that actions presently being taken to
      obtain additional funding and implement its strategic plans provide the
      opportunity for the Company to continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9. | Subsequent Event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On July 9, 2008, the Company issued 300,000 shares of
      common stock to two members of the advisory board pursuant to the advisory
      services agreements described in Note 7(d) and (e)                                                                                                                                                                                                                                                                                                                                                                                                                                

F-14

---

ITEM
8.           CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 8A.        
CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (our
principal executive officer) and our secretary and treasurer (our principal
accounting officer and principal financial officer) to allow for timely
decisions regarding required disclosure. In designing and evaluating our
disclosure controls and procedures, our management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and our
management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

As of April 30, 2008, the end of the year covered by this
report, our president (our principal executive officer) and our secretary and
treasurer (our principal accounting officer and principal financial officer)
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures. Based on the foregoing, our president
(our principal executive officer) and our secretary and treasurer (our principal
accounting officer and principal financial officer) concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this annual report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the year ended April 30, 2008 that
have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.

ITEM 8A(T)      CONTROLS AND
PROCEDURES.

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (also
our principal executive officer, principal financial officer and principal
accounting officer) to allow for timely decisions regarding required
disclosure.

As of April 30, 2008, the end of our fiscal year covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president (our principal executive officer) and our
secretary and treasurer (our principal accounting officer and principal
financial officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president (our
principal executive officer) and our secretary and treasurer (our principal
accounting officer and principal financial officer) concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this annual report.

Managements Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Securities Exchange Act, as amended). In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of control procedures. The objectives of
internal control include providing management with reasonable, but not absolute,
assurance that assets are safeguarded against loss from unauthorized use or
disposition, and that transactions are executed in accordance with managements
authorization and recorded properly to permit the preparation of

19

---

consolidated financial statements in conformity with accounting
principles generally accepted in the United States. Our management assessed the
effectiveness of our internal control over financial reporting as of April 30,
2008. In making this assessment, our management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework. Our management has concluded that,
as of April 30, 2008, our internal control over financial reporting is effective
in providing reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with US generally accepted accounting principles.

This annual report does not include an attestation report of
our companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by our
companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit our company to provide only
managements report in this annual report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgement and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial
Reporting

There have been no significant changes in our internal controls
over financial reporting that occurred during the year ended April 30, 2008 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

ITEM 8B.        
OTHER INFORMATION

None.

PART III

|ITEM 9. | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL
      PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF
      THE EXCHANGE ACT.
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------

Directors and Executive Officers, Promoters and Control
Persons

All directors of our company hold office until the next annual
meeting of our shareholders and until such directors successor is elected and
has been qualified, or until such directors earlier death, resignation or
removal. The following table sets forth the names, positions and ages of our
executive officers and directors. Our board of directors elects officers and
their terms of office are at the discretion of our board of directors.

20

---

Name
      Position Held with our Company
      Age
      Date First Elected or AppointedJames B. Hersch
    President, Chief Executive
      Officer and Director
    56
    October 1, 2006Johannes T.
      Petersen
    Secretary, Treasurer and Director
    35
    May
      15, 2006


Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he was employed.

James B. Hersch  President, Chief Executive Officer and
Director

Mr. Hersch was appointed President, Chief Executive Officer and
a director on October 1, 2006.

Mr. Hersch has extensive experience in risk management,
geological exploration, development, project management, joint ventures,
strategic planning, prospecting and drilling. Before joining Century Petroleum
Corp, Mr. Hersch worked for 26 years for Anadarko Petroleum Corporation, where
he held various positions including Exploration Manager, Project Geologist and
Project Manager.

Prior to Anadarko, Mr. Hersch worked for Exxon USA as Senior
Geologist, coordinating all company operated wildcat wells, and as Geologist,
with responsibility for offshore Gulf of Mexico prospect generation wherein he
recommended numerous prospects purchased by Exxon.

Mr. Hersch holds a Masters of Science in Economic Geology from
University Of Tennessee, USA, and a Bachelor of Arts in Geology; is a Certified
Petroleum Geologist (American Association of Petroleum Geologists); and is a
Licensed Geologist in the State of Texas.

Johannes T. Petersen  Secretary, Treasurer and
Director

Mr. Petersen was appointed as President, Treasurer, Secretary
and a director on May 15, 2006. On October 1, 2006, Mr. Petersen resigned as
President of our company.

Mr. Petersen holds a BSc. in Economics from Universidad del
Pacifico (Peru) and an MBA degree from the London Business School (UK). He has
gained experience from multiple managerial and directorship positions with a
diverse group of public and private companies. Since completing his business
school studies, Mr. Petersen gained business development and business planning
experience with an emphasis in the resources industry. He has worked in business
planning for diamond, gold and oil and gas exploration projects and has also
covered several functions within the financial services industry, ranging from
fixed income to currency trading.

Mr. Petersen currently sits on the board of directors of
Reflection Oil & Gas Partners Ltd, a private UK company of which he was a
founder, and Hainan Mining Corporation Ltd., a private UK company of which he
was a founder. He is also a director of Paloma Resources Inc, a Canadian public
company.

Mr. Petersen formerly worked in Lima, Peru for the following
companies: Peru Scan Trading, Credibolsa SAB, Banco de Credito del Peru and
CONASEV (Peruvian equivalent of the SEC).

Audit Committee and Audit Committee Financial Expert

We do not have an Audit Committee, our board of directors
performs the functions of an Audit Committee. The current size of our board of
directors does not facilitate the establishment of a separate committee.

21

---

Our board of directors has determined that it does not have a
member of the audit committee that qualifies as an audit committee financial
expert as defined in Item 401(e) of Regulation S-B.

We believe that our board of directors is capable of analyzing
and evaluating financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and
complexity of the issues reasonably expected to be raised by our company. In
addition, we believe that retaining an independent director who would qualify as
an audit committee financial expert would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development
and the fact that we have not generated revenues to date.

Other Committees of the Board Compensation
Committee

We do not have a compensation committee.

Nominating Committee

We do not have a Nominating Committee, our entire board of
directors perform the functions of a Nominating Committee and oversee the
process by which individuals may be nominated to our board of directors.

The current size of our board of directors does not facilitate
the establishment of a separate committee. We hope to establish a separate
Nominating Committee consisting of independent directors, if the number of our
directors is expanded.

Family Relationships

There are no family relationships between any director or
executive officer.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

|1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                
|2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                
|3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
|   |                                                                                                                                                                                                                                                                                                                                
|4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.             

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that

22

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during fiscal year ended April 30, 2008, all filing
requirements applicable to its officers, directors and greater than 10% percent
beneficial owners were complied with, with the exception of the following:

Name
      Number of Late Reports
      Number of Transactions Not Reported on a Timely Basis
      Failure to File Requested
      FormsJames B. Hersch
    Nil
    Nil
    NilJohannes T.
      Petersen
    Nil
    Nil
    Nil


|(1) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 3  Initial Statement of
      Beneficial Ownership of Securities.   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                          
|(1) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 4 - Statement of Changes in
      Beneficial Ownership of Securities.

Code of Ethics

On July 25, 2007, our board of directors confirmed the adoption
of our Code of Ethics and Business Conduct that applies to, among other persons,
our company's chief executive officer, president and chief financial officer
(being our principal executive officer, principal financial officer and
principal accounting officer), as well as persons performing similar functions.
As adopted, our Code of Ethics and Business Conduct sets forth written standards
that are designed to deter wrongdoing and to promote:

|1. | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                              
|2. | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
|   |                                                                                                                                                                                                                              
|3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
|   |                                                                                                                                                                                                                              
|4. | the prompt internal reporting of violations of the Code
      of Ethics and Business Conduct to an appropriate person or persons
      identified in the Code of Ethics and Business Conduct; and                            
|   |                                                                                                                                                                                                                              
|5. | accountability for adherence to the Code of Ethics and
      Business Conduct.                                                                                                                                               

Our Code of Ethics and Business Conduct requires, among other
things, that all of our company's senior officers commit to timely, accurate and
consistent disclosure of information; that they maintain confidential
information; and that they act with honesty and integrity.

In addition, our Code of Ethics and Business Conduct emphasizes
that all employees have a responsibility for maintaining financial integrity
within our company, consistent with generally accepted accounting principles,
and federal and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to our company. Any failure to report such inappropriate or irregular
conduct of others is to be treated as a severe disciplinary matter. It is
against our company policy to retaliate against any individual who reports in
good faith the violation or potential violation of our company's Code of Ethics
and Business Conduct by another.

Our Code of Ethics and Business Conduct is being filed with the
Securities and Exchange Commission as Exhibit 14.1 to this annual report on Form
10-KSB. We will provide a copy of the Code of Ethics and Business Conduct to any
person without charge, upon request. Requests can be sent to: Century Petroleum
Corp., 9595 Six Pines Drive, Suite 8210, Building 8, Level 2, The Woodlands, TX
77380.

23

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Nomination Process

As of July 23, 2008, we did not effect any material changes to
the procedures by which our shareholders may recommend nominees to our board of
directors. Our board of directors does not have a policy with regards to the
consideration of any director candidates recommended by our shareholders. Our
board of directors has determined that it is in the best position to evaluate
our companys requirements as well as the qualifications of each candidate when
the board considers a nominee for a position on our board of directors. If
shareholders wish to recommend candidates directly to our board, they may do so
by sending communications to the President of our company at the address on the
cover of this annual report.

Audit Committee and Audit Committee Financial Expert

We do not have a standing audit committee at the present time.
Our board of directors has determined that we do not have a board member that
qualifies as an audit committee financial expert as defined in Item 401(e) of
Regulation S-B, nor do we have a board member that qualifies as independent as
the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended.

We believe that the members of our board of directors are
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. The board of directors
of our company does not believe that it is necessary to have an audit committee
because we believe that the functions of an audit committee can be adequately
performed by the board of directors, consisting of Johannes Petersen and James
Hersch. In addition, we believe that retaining an independent director who would
qualify as an audit committee financial expert would be overly costly and
burdensome and is not warranted in our present circumstances given the early
stages of our development.

ITEM
10.         EXECUTIVE COMPENSATION.

Executive Compensation

The particulars of compensation paid to the following persons:

|(a) | our principal executive officer;                                                                                                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                     
|(b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the year
      ended April 30, 2008; and                                                                      
|    |                                                                                                                                                                                                                                     
|(c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the year ended
      April 30, 2008,

who we will collectively refer to as our named executive
officers, of our company for the years ended April 30, 2008 and April 30, 2007,
are set out in the following summary compensation table, except that no
disclosure is provided for any named executive officer, other than our principal
executive officer, whose total compensation does not exceed $100,000 for the
respective fiscal year:

24

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SUMMARY COMPENSATION TABLEName and
        Principal Position
      Year
      Salary
        ($)
      Bonus
        ($)
      Stock Awards ($)
      Option
        Awards ($)
      Non- Equity Incentive Plan Compensa- tion
        ($)
      Change in Pension Value and Nonqualified Deferred Compensation
        Earnings ($)
      All Other
        Compensa- tion ($)
      Total
        ($)James B. Hersch(1)President and Chief
        Executive Officer
      2008 
        2007
      $159,000 
        $74,000
      $11,000 
        $5,000
      $1,890,000 
        $1,102,500
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      $2,060,000
        $1,181,500Johannes T. 
        Petersen(2)Secretary and Treasurer
      2008 
        2007
      $120,000 
        $100,000
      $10,000 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      $130,000 
        $100,000


|(1) | Mr. Hersch was appointed President and Chief Executive
      Officer on October 1, 2006.                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                      
|(2) | Mr. Petersen was appointed President, Treasurer and
      Secretary on May 15, 2006 and resigned as President on October 1,
    2006.

There are no compensatory plans or arrangements with respect to
our executive officers resulting from their resignation, retirement or other
termination of employment or from a change of control.

Outstanding Equity Awards at Fiscal Year-End

As at April 30, 2008, there were no unexercised options or stock
  that had not vested in regards to our executive officers, and there were no
  equity incentive plan awards for our executive officers during the year ended
  April 30, 2008.

Options Grants in the Year Ended April 30, 3008

During the year ended April 30, 2008, no stock options were
granted to our executive officers.

Aggregated Options Exercised in the Year Ended April 30,
2008 and Year End Option Values

There were no stock options exercised during the year ended
April 30, 2008 and no stock options held by our executive officers at the end of
the year ended April 30, 2008.

Repricing of Options/SARS

We did not reprice any options previously granted to our
executive officers during the year ended April 30, 2008.

Director Compensation

Directors of our company may be paid for their expenses
incurred in attending each meeting of the directors. In addition to expenses,
directors may be paid a sum for attending each meeting of the directors or may
receive a stated salary as director. No payment precludes any director from
serving our company in any other capacity and being compensated for such
service. Members of special or standing committees may be allowed similar
reimbursement and compensation for attending committee meetings. During the year
ended April 30, 2008, we did not pay any compensation or grant any stock options
to our directors.

ITEM
11.         SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of July 23, 2008, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common

25

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stock and by each of our current directors and executive
officers. Each person has sole voting and investment power with respect to the
shares of common stock. Beneficial ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner
      Amount and Nature of Beneficial Ownership
      Percentage of Class(1)Johannes Petersen 2 Eaton Gate London
      SW1W 9BJ United Kingdom
    25,900,000 common shares
    37.08%James B. Hersch 27 South Chandler Creek
      Circle The Woodlands, TX 77381
    5,000,000 common shares(2)
    7.16%Banque SCS Alliance S.A. Route De Chancy
      PO Box 64 Geneva 8 1211 Swizterland
    5,209,997 common shares
    7.46%E&P Investments GMBH PO Box 556
      Main Street Charlestown Nevis
    6,268,027 common shares
    8.97%Directors and Executive Officers as a
      Group(1)
    30,900,000 common shares
    44.24%


|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on July 23, 2008. As of July 23, 2008, there
      were 69,857,024 shares of our companys common stock issued and
      outstanding.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(2) | Includes all of the 5,000,000 shares issued under an
      employment agreement dated October 1, 2006 with James B. Hersch. The
      5,000,000 are held in escrow and are released every 3 months, of which
      1,500,000 have been released to Mr. Hersch.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

Change in Control

We are not aware of any arrangement that might result in a
change in control of our company in the future.

Equity Plan Compensation Information

Our company does not currently have a stock option plan or
other form of equity plan.

26

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ITEM
12.         CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

No director, executive officer, principal shareholder holding
at least 5% of our common shares, or any family member thereof, had any material
interest, direct or indirect, in any transaction, or proposed transaction,
during the year ended April 30, 2008, in which the amount involved in the
transaction exceeded or exceeds the lesser of $120,000 or one percent of the
average of our total assets at the year end for the last three completed fiscal
years.

Corporate Governance

We do not have a standing audit committee at the present time.
Our board of directors has determined that we do not have a board member that
qualifies as an "audit committee financial expert" as defined in Item
407(d)(5)(ii) of Regulation S-B. We have determined, however, that Oscar
Fernandez is an independent director as defined in section 803 of the Amex
Company Guide.

We believe that our members of our board of directors are
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. The board of directors
of our company does not believe that it is necessary to have an audit committee
because we believe that the functions of an audit committee can be adequately
performed by the board of directors. In addition, we believe that retaining an
independent director who would qualify as an audit committee financial expert
would be overly costly and burdensome and is not warranted in our circumstances
given the early stages of our development and the fact that we have not
generated any revenues from operations to date.

Transactions with Independent Directors

We currently do not have any independent directors.

ITEM
13.         EXHIBITS.

|Exhibit | Description                                                                                                                                                                                                
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                            
|        |                                                                                                                                                                                                            
|(3)     | (i) Articles of Incorporation; and (ii) Bylaws                                                                                                                                                             
|        |                                                                                                                                                                                                            
|3.1     | Articles of Incorporation (incorporated by reference from
      our Form SB-2 Registration Statement, filed on July 8, 2005).                                                                              
|        |                                                                                                                                                                                                            
|3.2     | Bylaws (incorporated by reference from our Form SB-2
      Registration Statement, filed on July 8, 2005).                                                                                                 
|        |                                                                                                                                                                                                            
|(10)    | Material Contracts                                                                                                                                                                                         
|        |                                                                                                                                                                                                            
|10.1    | Purchase and Sale Agreement dated April 10, 2005 between
      our company and Multi Metal Mining Corp. (incorporated by reference from
      our Form SB-2 Registration Statement, filed on July 8, 2005).
|        |                                                                                                                                                                                                            
|10.2    | Asset Purchase Agreement dated June 15, 2006 between our
      company and Site Drilling Force Limited (BVI) (incorporated by reference
      from our Current Report on Form 8-K, filed on June 20, 2006).
|        |                                                                                                                                                                                                            
|10.3    | Assignment dated August 10, 2006 (incorporated by
      reference from our Current Report on Form 8-K, filed on August 17, 2006).                                                                          
|        |                                                                                                                                                                                                            
|10.4    | Executive Employment Agreement with James B. Hersch
      (incorporated by reference from our Current Report on Form 8-K, filed on
      October 5, 2006).                                                 
|        |                                                                                                                                                                                                            
|10.5    | Amendment Agreement with James B. Hersch (incorporated by
      reference from our Current Report on Form 8-K, filed on January 17, 2007).                                                                 
|        |                                                                                                                                                                                                            
|10.6    | Share Issuance Agreement dated the 15th day of December
      2006 (incorporated by reference from our                                                                                                     

27

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|      | Current Report on Form 8-K,
        filed on December 19, 2006).                                                                                                                                                    
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                     
|10.7  | Letter of Intent with Houston
        Energy, Inc. and Red Willow Offshore, LLC dated February 16, 2007 (incorporated
        by reference from our Current Report on Form 8-K, filed on February 26,
        2007).
|      |                                                                                                                                                                                                                     
|10.8  | Purchase and sale agreement
        with CTC Minerals, Inc. (incorporated by reference from our Current Report
        on Form 8-K, filed on July 25, 2007).                                                        
|      |                                                                                                                                                                                                                     
|(31)  | 302 Certification                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                     
|31.1* | Section
        302 Certification under Sarbanes-Oxley Act of 2002 of James B. Hersch.                                                                                                                              
|      |                                                                                                                                                                                                                     
|31.2* | Section
        302 Certification under Sarbanes-Oxley Act of 2002 of Johannes T. Petersen.                                                                                                                         
|      |                                                                                                                                                                                                                     
|(32)  | 906 Certification                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                     
|32.1* | Section
        906 Certification under Sarbanes-Oxley Act of 2002 of James B. Hersch.                                                                                                                              
|      |                                                                                                                                                                                                                     
|32.2* | Section
        906 Certification under Sarbanes-Oxley Act of 2002 of Johannes T. Petersen.                                                                                                                         

*Filed herewith

ITEM
14.         PRINCIPAL ACCOUNTANT
FEES AND SERVICES

The following table sets forth the fees billed to the Company
for professional services rendered by the Company's principal accountant, for
the year ended April 30, 2008 and April 30, 2007:

Services
      2008
      2007Audit fees
      **$18,910**
      $9,094Tax fees
      $Nil
      $NilAll other fees
      $Nil
      $NilTotal fees
      **$18,910**
      $9,094


Audit Fees. Consist of fees billed for professional
services rendered for the audits of our financial statements, reviews of our
interim consolidated financial statements included in quarterly reports,
services performed in connection with filings with the Securities and Exchange
Commission and related comfort letters and other services that are normally
provided by Webb Company, P.A. for the fiscal years ended April 2008 and 2007 in
connection with statutory and regulatory filings or engagements.

Tax Fees. Consist of fees billed for professional
services for tax compliance, tax advice and tax planning. These services include
assistance regarding federal, state and local tax compliance and consultation in
connection with various transactions and acquisitions.

We do not use Webb & Company, P.A. for financial
information system design and implementation. These services, which include
designing or implementing a system that aggregates source data underlying the
financial statements or generates information that is significant to our
financial statements, are provided internally or by other service providers. We
do not engage Webb & Company, P.A. to provide compliance outsourcing
services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before Webb & Company, P.A. is engaged by us
to render any auditing or permitted non-audit related service, the engagement
be:

- approved by our audit committee (the functions of which are performed by
  our entire board of directors); or
- entered into pursuant to pre-approval policies and procedures established
  by the board of directors, provided the policies and procedures are detailed
  as to the particular service, the board of directors is

28

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informed of each service, and such
policies and procedures do not include delegation of the board of directors'
responsibilities to management.

Our board of directors, who acts as our audit committee, has
adopted a policy governing the pre-approval by the board of directors of all
services, audit and non-audit, to be provided to our company by our independent
auditors. Under the policy, the board of directors has pre-approved the
provision by our independent auditors of specific audit, audit related, tax and
other non-audit services as being consistent with auditor independence. Requests
or applications to provide services that require the specific pre-approval of
the board of directors must be submitted to the board of directors by the
independent auditors, and the independent auditors must advise the board of
directors as to whether, in the independent auditors view, the request or
application is consistent with the Securities and Exchange Commission's rules on
auditor independence.

The board of directors has considered the nature and amount of
the fees billed by Webb & Company, P.A. and believes that the provision of
the services for activities unrelated to the audit is compatible with
maintaining the independence of Webb & Company, P.A.

29

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SIGNATURES

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

CENTURY PETROLEUM CORP.

By: /s/ James B.
Hersch
James B. Hersch President and Director (Principal Executive Officer)

Date: August 13, 2008



By: /s/ Johannes T.
PetersenJohannes T. Petersen Chief Financial Officer, Secretary and Director
(Principal Financial Officer and Principal Accounting Officer)

Date: August 13, 2008

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

By: /s/ James B.
Hersch
James B. Hersch President and Director (Principal Executive Officer)

Date: August 13, 2008

By: /s/ Johannes T.
PetersenJohannes T. Petersen Chief Financial Officer, Secretary and Director
(Principal Financial Officer and Principal Accounting Officer)

Date: August 13, 2008

30



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