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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB /A

(Mark One)

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

For the period ended October 31, 2007

[ ] 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, Building 8, Level 2, Suite 8210                |                                          
|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 Act:    |                                          
|                                                               |                                          
|Title of each class                                            | Name of each exchange on which registered
|Nil                                                            | Nil                                      

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

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

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 [ ]

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

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

68,743,071 common shares issued and outstanding as of
December 15, 2007

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

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**Explanatory Note**

Our company is filing this Form 10-QSB/A for the period ended October 31, 2007 to addresses comments received by our company from the SEC’s staff subsequent to the filing of the Form 10-QSB, which include revisions to the information provided in the Plan of Operations and Controls and Procedures.  The above described changes had no affect on the Company’s financial position or results of operations. This amended report does not reflect events occurring after the filing of the Form 10-QSB on December 17, 2007, nor does it modify or update those disclosures presented therein, expect with regard to the modifications described in this Explanatory Note. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this amended report, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the Form 10-QSB have been re-executed and re-filed as of the date of this amended report and are included as exhibits hereto.

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Item 1. Financial Statements

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to the Form 10-QSB and Item 310(b)
of Regulation S-B, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the six months ended October 31, 2007
are not necessarily indicative of the results that can be expected for the year
ending April 30, 2008.

2

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|Century Petroleum Corp.       
|------------------------------
|(An Exploration Stage Company)

|Balance Sheet                     | F-1
|--------------------------------- | ---
|Statements of Operations          | F-2
|Statements of Cash Flows          | F-3
|Statement of Stockholders Equity | F-4
|Notes to the Financial Statements | F-6

---

|Century Petroleum Corp.       
|------------------------------
|(An Exploration Stage Company)
|Balance Sheet                 
|(Expressed in US dollars)     
|(unaudited)                   

|                                                                     |   | October 31, |  
|-------------------------------------------------------------------- | - | ----------- | -
|                                                                     |   | 2007        |  
|ASSETS                                                               |   |             |  
|Current Assets                                                       |   |             |  
|Cash                                                                 | $ | 414,661     |  
|Prepaid
      expenses and other current assets                      |   | 50,475      |  
|Total Current Assets                                                 |   | 465,136     |  
|Property and Equipment, net                                          |   | 3,448       |  
|Intangible Assets, net                                               |   | 10,627      |  
|Oil and Gas
      Interest (full cost method) (Note 2)               |   | 5,711,655   |  
|Total Assets                                                         | $ | 6,190,866   |  
|                                                                     |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                 |   |             |  
|Current Liabilities                                                  |   |             |  
|Accounts payable                                                     | $ | 13,218      |  
|Accounts payable-related party (Note 5(a))                           |   | 100         |  
|Accrued liabilities                                                  |   | 158,177     |  
|Due to
      related party (Note 5(a))                               |   | 2,000       |  
|Total Liabilities                                                    |   | 173,495     |  
|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  |   |             |  
|68,743,071 shares issued and outstanding                             |   | 68,743      |  
|Additional Paid-in Capital                                           |   | 16,817,877  |  
|Common Stock Subscribed (128,333 shares to be issued)                |   | 101,383     |  
|Deferred Compensation                                                |   | (7,560,000  | )
|Deficit
      Accumulated During the Exploration Stage               |   | (3,410,632  | )
|Total Stockholders Equity                                           |   | 6,017,371   |  
|Total Liabilities
      and Stockholders Equity                     | $ | 6,190,866   |  

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

F-1

---

|Century Petroleum Corp.       
|------------------------------
|(An Exploration Stage Company)
|Statements of Operations      
|(Expressed in US dollars)     
|(unaudited)                   

|                                           |   |              |   |   |              |   |   |             |   |   |             |   |   | Accumulated         |  
|------------------------------------------ | - | ------------ | - | - | ------------ | - | - | ----------- | - | - | ----------- | - | - | ------------------- | -
|                                           |   | For the      |   |   | For the      |   |   | For the     |   |   | For the     |   |   | From                |  
|                                           |   | Three Months |   |   | Three Months |   |   | Six Months  |   |   | Six Months  |   |   | December 13, 2004   |  
|                                           |   | Ended        |   |   | Ended        |   |   | Ended       |   |   | Ended       |   |   | (Date of Inception) |  
|                                           |   | October 31,  |   |   | October 31,  |   |   | October 31, |   |   | October 31, |   |   | To October 31,      |  
|                                           |   | 2007         |   |   | 2006         |   |   | 2007        |   |   | 2006        |   |   | 2007                |  
|                                           |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|                                           |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Revenue                                    | $ |             |   | $ |             |   | $ |            |   | $ |            |   | $ |                    |  
|                                           |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Expenses                                   |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Consulting (Note 6)                        |   | 582,484      |   |   | 197,500      |   |   | 1,172,383   |   |   | 207,500     |   |   | 2,453,883           |  
|Exploration
      costs and expenses       |   |             |   |   |             |   |   |            |   |   |            |   |   | 30,300              |  
|Impairment of mineral property
      costs |   |             |   |   |             |   |   |            |   |   |            |   |   | 3,000               |  
|Impairment of
      oil and gas property   |   |             |   |   | 528,756      |   |   |            |   |   | 528,756     |   |   | 528,756             |  
|General and administrative                 |   | 62,611       |   |   | 28,101       |   |   | 153,939     |   |   | 30,513      |   |   | 321,741             |  
|Professional fees                          |   | 7,946        |   |   | 8,611        |   |   | 23,547      |   |   | 24,838      |   |   | 94,040              |  
|Total Operating
      Expenses             |   | 653,041      |   |   | 762,968      |   |   | 1,349,869   |   |   | 791,607     |   |   | 3,431,720           |  
|Operating Loss                             |   | (653,041     | ) |   | (762,968     | ) |   | (1,349,869  | ) |   | (791,607    | ) |   | (3,431,720          | )
|Other Income (Expenses)                    |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Foreign exchange gain
      (loss)         |   |             |   |   | (151         | ) |   | (408        | ) |   | (52         | ) |   | 191                 |  
|Interest income                            |   | 1,693        |   |   | 2,073        |   |   | 8,234       |   |   | 3,002       |   |   | 20,897              |  
|Total Other Income (Expenses)              |   | 1,693        |   |   | 1,922        |   |   | 7,826       |   |   | 2,950       |   |   | 21,088              |  
|Loss Before Income Taxes                   |   | (651,348     | ) |   | (761,046     | ) |   | (1,342,043  | ) |   | (788,657    | ) |   | (3,410,632          | )
|Provision for Income Taxes                 |   |             |   |   |             |   |   |            |   |   |            |   |   |                    |  
|Net Loss                                   | $ | (651,348     | ) | $ | (761,046     | ) | $ | (1,342,043  | ) | $ | (788,657    | ) | $ | (3,410,632          | )
|Net Loss Per Share  Basic and Diluted     | $ | (0.01        | ) | $ | (0.01        | ) | $ | (0.02       | ) | $ | (0.01       | ) |   |                     |  
|                                           |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Weighted Average Number of Shares          |   |              |   |   |              |   |   |             |   |   |             |   |   |                     |  
|Outstanding                                |   | 65,137,664   |   |   | 57,658,834   |   |   | 64,707,185  |   |   | 56,359,025  |   |   |                     |  

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

F-2

---

|Century Petroleum Corp.       
|------------------------------
|(An Exploration Stage Company)
|Statements of Cash Flows      
|(Expressed in US dollars)     
|(unaudited)                   

|                                                                      |   |             |   |   |             |   |   | Accumulated         |  
|--------------------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ------------------- | -
|                                                                      |   |             |   |   |             |   |   | From                |  
|                                                                      |   | For the     |   |   | For the     |   |   | December 13,        |  
|                                                                      |   | Six Months  |   |   | Six Months  |   |   | 2004                |  
|                                                                      |   | Ended       |   |   | Ended       |   |   | (Date of Inception) |  
|                                                                      |   | October 31, |   |   | October 31, |   |   | to October 31,      |  
|                                                                      |   | 2007        |   |   | 2006        |   |   | 2007                |  
|                                                                      |   |             |   |   |             |   |   |                     |  
|                                                                      |   |             |   |   |             |   |   |                     |  
|                                                                      |   |             |   |   |             |   |   |                     |  
|Operating Activities                                                  |   |             |   |   |             |   |   |                     |  
|                                                                      |   |             |   |   |             |   |   |                     |  
|Net loss                                                              | $ | (1,342,043  | ) | $ | (788,657    | ) | $ | (3,410,632          | )
|                                                                      |   |             |   |   |             |   |   |                     |  
|Adjustments to reconcile net
      loss to net cash used in operating |   |             |   |   |             |   |   |                     |  
|activities:                                                           |   |             |   |   |             |   |   |                     |  
|                                                                      |   |             |   |   |             |   |   |                     |  
|Depreciation                                                          |   | 3,427       |   |   |            |   |   | 6,364               |  
|Impairment loss
      on mineral property                             |   |            |   |   |            |   |   | 3,000               |  
|Impairment loss on oil and gas
      properties                       |   |            |   |   | 528,756     |   |   | 528,756             |  
|Stock-based
      compensation                                        |   | 1,046,383   |   |   | 157,500     |   |   | 2,148,883           |  
|                                                                      |   |             |   |   |             |   |   |                     |  
|Change in operating assets and
      liabilities:                     |   |             |   |   |             |   |   |                     |  
|                                                                      |   |             |   |   |             |   |   |                     |  
|Prepaid expenses
      and deposits                                   |   | 47,968      |   |   | (800        | ) |   | (50,475             | )
|Accounts payable and accrued
      liabilities                        |   | (25,957     | ) |   | 93,032      |   |   | 10,156              |  
|Accounts payable-related party                                        |   |            |   |   |            |   |   | 4,698               |  
|Net Cash Used in
      Operating Activities                           |   | (270,222    | ) |   | (10,169     | ) |   | (759,250            | )
|                                                                      |   |             |   |   |             |   |   |                     |  
|Investing Activities                                                  |   |             |   |   |             |   |   |                     |  
|Purchase of property and equipment                                    |   |            |   |   |            |   |   | (4,965              | )
|Purchase of mineral property interest                                 |   |            |   |   |            |   |   | (3,000              | )
|Purchase of oil and gas interest                                      |   | (2,789,173  | ) |   | (2,530,022  | ) |   | (6,236,672          | )
|Website
      development costs                                       |   |            |   |   |            |   |   | (15,474             | )
|Net Cash Used in Investing Activities                                 |   | (2,789,173  | ) |   | (2,530,022  | ) |   | (6,260,111          | )
|                                                                      |   |             |   |   |             |   |   |                     |  
|Financing Activities                                                  |   |             |   |   |             |   |   |                     |  
|Advances from related party                                           |   |            |   |   | 1,265       |   |   | 2,000               |  
|Repayment to related party                                            |   | (4,598      | ) |   |            |   |   | (4,598              | )
|Proceeds
      from issuance of common stock                          |   | 2,500,000   |   |   | 3,380,000   |   |   | 7,436,620           |  
|Net Cash Provided by Financing Activities                             |   | 2,495,402   |   |   | 3,381,265   |   |   | 7,434,022           |  
|Increase (Decrease) in Cash                                           |   | (563,993    | ) |   | 841,074     |   |   | 414,661             |  
|Cash and Cash Equivalents - Beginning of Period                       |   | 978,654     |   |   | 372         |   |   |                    |  
|Cash and Cash
      Equivalents - End of Period                       | $ | 414,661     |   | $ | 841,446     |   | $ | 414,661             |  
|                                                                      |   |             |   |   |             |   |   |                     |  
|Non-Cash Financing Activities                                         |   |             |   |   |             |   |   |                     |  
|Shares issued for consulting
      services                           | $ | 1,046,383   |   | $ | 157,500     |   | $ | 2,148,883           |  
|                                                                      |   |             |   |   |             |   |   |                     |  
|Supplemental Disclosures                                              |   |             |   |   |             |   |   |                     |  
|Interest paid                                                         |   |            |   |   |            |   |   |                    |  
|Income taxes paid                                                     |   |            |   |   |            |   |   |                    |  

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

F-3

---

|Century Petroleum Corp.                                                            
|-----------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                     
|Statement of Stockholders Equity                                                  
|For the Period from December 13, 2004 (Date of Inception)
      to October 31, 2007
|(Expressed in US dollars)                                                          
|(unaudited)                                                                        

|                                            |  |              |  |  |         |  |  |            |   |  |              |   |  |             |  |  | Deficit     |   |  |            |  
|------------------------------------------- |  | ------------ |  |  | ------- |  |  | ---------- | - |  | ------------ | - |  | ----------- |  |  | ----------- | - |  | ---------- | -
|                                            |  |              |  |  |         |  |  |            |   |  |              |   |  |             |  |  | Accumulated |   |  |            |  
|                                            |  |              |  |  |         |  |  | Additional |   |  |              |   |  | Common      |  |  | During the  |   |  |            |  
|                                            |  | Common Stock |  |  | Paid-in |  |  | Deferred   |   |  | Stock        |   |  | Exploration |  |  |             |  
|                                            |  | Shares       |  |  | Amount  |  |  | Capital    |   |  | Compensation |   |  | Subscribed  |  |  | Stage       |   |  | Total      |  
|                                            |  | #            |  |  | $       |  |  | $          |   |  | $            |   |  | $           |  |  | $           |   |  | $          |  
|                                            |  |              |  |  |         |  |  |            |   |  |              |   |  |             |  |  |             |   |  |            |  
|Balance  December 13, 2004 (Date of        |  |              |  |  |         |  |  |            |   |  |              |   |  |             |  |  |             |   |  |            |  
|Inception)                                  |  |             |  |  |        |  |  |           |   |  |             |   |  |            |  |  |            |   |  |           |  
|Common stock issued to founders for cash at |  |              |  |  |         |  |  |            |   |  |              |   |  |             |  |  |             |   |  |            |  
|$0.000143 per share                         |  | 45,640,000   |  |  | 45,640  |  |  | (39,120    | ) |  |             |   |  |            |  |  |            |   |  | 6,520      |  
|Common stock issued for cash at $0.00714    |  |              |  |  |         |  |  |            |   |  |              |   |  |             |  |  |             |   |  |            |  
|per share                                   |  | 6,972,000    |  |  | 6,972   |  |  | 42,828     |   |  |             |   |  |            |  |  |            |   |  | 49,800     |  
|Net loss for the period                     |  |             |  |  |        |  |  |           |   |  |             |   |  |            |  |  | (5,185      | ) |  | (5,185     | )
|Balance  April 30, 2005                    |  | 52,612,000   |  |  | 52,612  |  |  | 3,708      |   |  |             |   |  |            |  |  | (5,185      | ) |  | 51,135     |  
|Common stock issued for cash at $0.00714    |  |              |  |  |         |  |  |            |   |  |              |   |  |             |  |  |             |   |  |            |  
|per share                                   |  | 42,000       |  |  | 42      |  |  | 258        |   |  |             |   |  |            |  |  |            |   |  | 300        |  
|Net loss for the year                       |  |             |  |  |        |  |  |           |   |  |             |   |  |            |  |  | (51,368     | ) |  | (51,368    | )
|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  |  

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

F-4

---

|Century Petroleum Corp.                                                            
|-----------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                     
|Statement of Stockholders Equity                                                  
|For the Period from December 13, 2004 (Date of Inception)
      to October 31, 2007
|(Expressed in US dollars)                                                          
|(unaudited)                                                                        

|                                            |  |              |  |  |         |  |  |            |  |  |              |   |  |             |  |  | Deficit     |   |  |            |  
|------------------------------------------- |  | ------------ |  |  | ------- |  |  | ---------- |  |  | ------------ | - |  | ----------- |  |  | ----------- | - |  | ---------- | -
|                                            |  |              |  |  |         |  |  |            |  |  |              |   |  |             |  |  | Accumulated |   |  |            |  
|                                            |  |              |  |  |         |  |  | Additional |  |  |              |   |  | Common      |  |  | During the  |   |  |            |  
|                                            |  | Common Stock |  |  | Paid-in |  |  | Deferred   |  |  | Stock        |   |  | Exploration |  |  |             |  
|                                            |  | Shares       |  |  | Amount  |  |  | Capital    |  |  | Compensation |   |  | Subscribed  |  |  | Stage       |   |  | Total      |  
|                                            |  | #            |  |  | $       |  |  | $          |  |  | $            |   |  | $           |  |  | $           |   |  | $          |  
|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 issuable for services at $0.79 |  |              |  |  |         |  |  |            |  |  |              |   |  |             |  |  |             |   |  |            |  
|per share                                   |  |             |  |  |        |  |  |           |  |  |             |   |  | 101,383     |  |  |            |   |  | 101,383    |  
|Amortization of deferred compensation       |  |             |  |  |        |  |  |           |  |  | 945,000      |   |  |            |  |  |            |   |  | 945,000    |  
|Net loss for the period                     |  |             |  |  |        |  |  |           |  |  |             |   |  |            |  |  | (1,342,043  | ) |  | (1,342,043 | )
|Balance  October
      31, 2007            |  | 68,743,071   |  |  | 68,743  |  |  | 16,817,877 |  |  | (7,560,000   | ) |  | 101,383     |  |  | (3,410,632  | ) |  | 6,017,371  |  

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.          
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

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

F-6

---

|Century Petroleum Corp.          
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

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

F-7

---

|Century Petroleum Corp.          
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

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

F-8

---

|Century Petroleum Corp.          
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

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

F-9

---

|Century Petroleum Corp.          
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

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

F-10

---

|Century Petroleum Corp.          
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

|2. | Acquisition of Oil and Gas Interest
|-- | -----------------------------------
|   |                                    
|   | a)                                 
|   |                                    
|   | b)                                 
|   |                                    
|   | c)                                 
|   |                                    
|   | d)                                 
|   |                                    
|   | e)                                 
|   |                                    
|3. | Stockholders Equity               
|   |                                    
|   | a)                                 
|   |                                    
|   | b)                                 
|   |                                    
|   | c)                                 
|   |                                    
|   | d)                                 

F-11

---

|Century Petroleum Corp.          
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

|3. | Stockholders Equity (continued)
|-- | --------------------------------
|   |                                 
|   | e)                              
|   |                                 
|   | f)                              
|   |                                 
|   | g)                              

|4. | Warrants                                                                                  
|-- | ------------------------------------------------------------------------------------------
|   |                                                                                           
|   | A summary of the changes in the Companys share purchase
      warrants is presented below

| |                            |  | October 31, 2007 |  |  | April 30, 2007 | 
| | -------------------------- |  | ---------------- |  |  | -------------- | 
| |                            |  |                  |  |  | Weighted       | 
| |                            |  |                  |  |  | Average        | 
| |                            |  |                  |  |  | Exercise       | 
| |                            |  | Number           |  |  | Price          | 
| |                            |  |                  |  |  |                | 
| | Balance, beginning of year |  | 6,622,705        |  |  | 1.64           | 
| | Issued                     |  | 4,466,366        |  |  | 0.84           | 
| | Exercised                  |  |                 |  |  |               | 
| | Forfeited / Expired        |  |                 |  |  |               | 
| |                            |  |                  |  |  |                | 
| | Balance, end of period     |  | 11,089,071       |  |  | 1.32           | 

|5. | Related Party Transactions
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        
|   |                           
|   | d)                        
|   |                           
|6. | Commitments               
|   |                           
|   | a)                        
|   |                           
|   | b)                        

F-12

---

|Century Petroleum Corp.          
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in US dollars)        
|(unaudited)                      

|6. | Commitments (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7. | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | As reflected in the accompanying financial statements,
      the Company is in the Exploration stage with no operations, has a deficit
      accumulated during the exploration stage of $3,410,632 from inception and
      used cash from Operations of $270,222 for the six month period ended
      October 31, 2007. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-13

---

Item 2. Managements Discussion and Analysis and Plan of
Operation.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as may, should, expects, plans, anticipates,
believes, estimates, predicts, potential or continue or the negative
of these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks in the section entitled Risk Factors, that may
cause our or our industrys actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States dollars
and are prepared in accordance with United States generally accepted accounting
principles. The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
quarterly report.

In this quarterly report, unless otherwise specified, all
references to common shares refer to the common shares in our capital stock
and the terms we, us, our and Century mean Century Petroleum Corp.

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 and outstanding common stock. As a result, our authorized
capital increased from 69,000,000 shares of common stock with a par vale 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 common stock is listed for quotation on the OTC Bulletin
Board under the symbol CYPE.

Our principal executive offices are located at 9595 Six Pines,
Building 8, Level 2, Suite 8210, The Woodlands, Texas 77380. Our telephone
number is 832.631.6061. We do not have any subsidiaries.

Our Current Business

We are an exploration stage 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 intend to focus our efforts on our
current property interests for the next twelve months.

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. At the close of the quarter ended October 31, 2007, we had spent
  $2,058,309 on the acquisition of these leases, lease renewals and geological
  studies.

4

---

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 the Company
  increased its working interest in certain geologic objectives of well No. 1
  to 5.44% . Drilling on the property began in late January 2007 and operations
  are being 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. As of December 15, 2007 the well No. 1 was undergoing a production
  test to determine its commercial viability. At the close of the quarter ended
  October 31, 2007, we had spent $1,465,406 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 started in July 2007. Target depth was reached
  in September 2007. At this time, the Company increased its working interest
  after casing point to 15.17% . As of December 15, 2007 the well was undergoing
  a production test to determine its commercial viability. At the close of the
  quarter ended October 31, 2007, we had spent $1,067,079 on the acquisition of
  the project, lease renewals, drilling, completion and testing 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. At the close of
  the quarter ended October 31, 2007, we had spent $1,120,787 on the acquisition
  of the project, lease rentals and geological studies related to this prospect.

Our plan of operation is to conduct exploration work on our
properties and prospects in order to ascertain whether they possess economic
quantities of minerals and/or hydrocarbons in accordance with available funds.
There can be no assurance that an economic hydrocarbon reserve exists on any of
our prospects until appropriate exploration work is completed.

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 an oil, gas and/or
mineral deposit or reserve, we will have to spend substantial funds on further
drilling and engineering studies before we will know if we have a commercially
viable oil, gas and/or mineral deposit or reserve.

There is no assurance that commercially viable oil, gas and/or
mineral deposits or reserves exist on any of our properties; further exploration
is required before we can evaluate whether any exist and, if so, whether it
would be economically and legally feasible to develop or exploit those
resources. Please refer to the section entitled Risk Factors, beginning at
page 11 of this quarterly report on Form 10-QSB, for additional information
about the risks of resource exploration.

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:

5

---

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 2010


Employees

As of October 31, 2007, we had no employees other than our
directors and officers.

We engage directors 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 agreement with Mr. Hersch. Under
the amendment agreement, 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 shall be held in escrow and
250,000 shares shall vest at the end of each three-month period immediately
following October 1, 2006. As of October 31, 2007, all of the 5,000,000 shares
have been issued, 1,000,000 of these shares have been delivered to Mr. Hersch
pursuant to the amendment agreement and the remaining shares are being held in
escrow.

On May 24, 2007, the Company entered into an agreement to
appoint Mr. Michael Cochran as a member of the Companys Advisory Team. Mr.
Cochran agreed to provide advisory services to the 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 the
Company in which he serves as a member of the Companys Advisory Team.

On June 1, 2007, the Company entered into an agreement to
appoint an Mr. John Seitz as a member of the Companys Advisory Team. Mr. Seitz
agreed to provide advisory services to the 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 the Company in which he
serves as a member of the 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.

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 removed from our properties. While it is unlikely that we
will discover a reserve on our properties, if we do, 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.

6

---

In the oil and gas exploration sector, our competitive position
is insignificant. There are numerous oil and gas exploration 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 mining and
drilling operations and reclamation. We do not currently own or operate any
mines nor 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.

Plan of Operations

We have a history of losses and no revenues from operations.
Our capital needs have historically been met by the issuance of securities
(either through private placements, the exercise of stock options, shares for
debt, property or other assets) or shareholder loans.

For the next twelve months we intend to carry out a program of
exploration and maintain our status with respect to the mineral rights on our
properties. The Thunder Stud and Shadyside Prospects have reached target depth
and final evaluation is pending. The Alligator and El Grande prospects are
expected to be drilled on the first half of calendar year 2008.

Purchase of Significant Equipment

We do not anticipate any further purchase or sale of any plant
or significant equipment during the next twelve-month period.

Personnel Plan

We do not anticipate any significant changes in the number of
employees during the next twelve-month period.

Off-Balance Sheet Arrangements

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

Financial Condition, Liquidity and Capital Resources

Our principal capital resources have been obtained +through the
issuance of common stock, although we may use shareholder loans, advances from
related parties, or borrowing in the future.

At October 31, 2007, we had working capital of $291,641,
compared to working capital of $587,144 as at October 31, 2006.

7

---

At October 31, 2007, our total current assets were $465,136
which consisted of cash of $414,661 and prepaid expenses and other current
assets of $50,475 compared to current assets of $842,246 as at October 31,
2006.

At October 31, 2007, our total current liabilities were
$173,495 compared to total current liabilities of $255,102 as at October 31,
2006.

At October 31, 2007, we had cash on hand of $414,661 compared
to $841,466 as at October 31, 2006.

Three months ended October 31, 2007 compared to three
months ended October 31, 2006

Operating expenses for the three months ended October 31, 2007
  were $653,041 compared to $762,968 as at October 31, 2006, a decrease of $109,927.
  The principal components for the decrease of our operating expenses for the
  three months ended October 31, 2007 compared to the three months ended October
  31, 2006 were an increase in consulting expenses, of $384,984, offset by a decrease
  of $528,756 of impairment of mineral property costs.

Six months ended October 31, 2007 compared to six months
ended October 31, 2006

Operating expenses for the six months ended October 31, 2007
  were $1,349,869 compared to $791,607 as at October 31, 2006, an increase of
  $558,262. The principal components for the increase of our operating expenses
  for the six months ended October 31, 2007 compared to the six months ended October
  31, 2006 were an increase in consulting expenses of $964,883 offset by a decrease
  in impairment expenses of $528,756.

Cash Requirements

For the next twelve months we intend to focus primarily on a
program of exploration on the Thunder Stud, Shadyside and Alligator Bayou
prospects. These endeavors will cost approximately $2,000,000.

We also intend to develop exploration programs for our other
  properties. To initiate exploration activities on our other properties, we will
  be required to raise substantial additional funding. 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, there can be no assurances
  that we will receive any additional funds from E&P Investments. We anticipate
  that additional funding will be required in the form of equity financing from
  the sale of our common stock or the issuance of convertible debt securities.
  However, we cannot provide investors with any assurance that we will be able
  to raise sufficient funding from the sale of our common stock or issuance of
  debt securities to fund these exploration efforts.

As of October 31, 2007, we had working capital of $291,641. We
have no income from operations. We will require additional funds to implement
our plans. These funds may be raised through equity financing, debt financing,
or other sources, which may result in the dilution in the equity ownership of
our shares. We will also need more funds if the costs of the exploration of our
oil, gas and mineral claims are greater than we have anticipated. We will also
require additional financing to sustain our business operations if we are not
successful in earning revenues. We currently do not have any arrangements for
further financing, other than as previously described above with E&P
Investments, and we may not be able to obtain financing when required. Our
future is dependent upon our ability to obtain financing.

Going Concern

Due to our being an exploration stage company and not having
generated revenues, in the Notes to our financial statements for the year ended
April 30, 2007, our independent auditors included an explanatory paragraph
regarding concerns about our ability to continue as a going concern.

We have historically incurred losses, and through October 31,
2007 have incurred losses of $3,410,632 from our inception. Because of these
historical losses, we will require additional working capital to develop our
business operations. We intend to raise additional working capital through
private placements, bank financing and/or advances from related parties or
shareholder loans.

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

There are no assurances that we will be able to either (1)
achieve a level of revenues adequate to generate sufficient cash flow from
operations; or (2) obtain additional financing through either private
placements, and/or bank financing necessary to support our working capital
requirements. To the extent that funds generated from operations and any private
placements, public offerings and/or bank financing are insufficient, we will
have to raise additional working capital. No assurance can be given that
additional financing will be available, or if available, will be on terms
acceptable to us. If adequate working capital is not available we may not
increase our operations. 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 of $1,000,000 during
the period ended October 31, 2007, there can be no assurances that we will
receive any further funds from E&P Investments.

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

Application Of Critical Accounting Policies

Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles in the United States.
Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue and
expenses. These estimates and assumptions are affected by managements
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our financial statements is critical to an understanding of our financials.

In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reported period. Actual results
could differ from those estimates.

Pursuant to SFAS No. 141 and SFAS No. 142, as amended by EITF
04-02, Whether Mineral Rights Are Tangible or Intangible Assets, mineral
interests associated with other than owned properties are classified as tangible
assets. Mineral property interest will be amortized using the
units-of-production method when production at each project commences. If mineral
properties are subsequently abandoned or impaired, any capitalized costs will be
charged to operations.

Our company utilizes the full-cost method of accounting for
petroleum and natural gas properties. Under this method, we capitalize all costs
associated with acquisition, exploration and development of oil and natural gas
reserves, including leasehold acquisition costs, geological and geophysical
expenditures, lease rentals on undeveloped properties and costs of drilling of
productive and non-productive wells into the full cost pool on a country by
country basis. As of October 31, 2007, our property has unproven reserves. When
we obtain proven oil and gas reserves, capitalized costs, including estimated
future costs to develop the reserves proved and estimated abandonment costs, net
of salvage, will be depleted on the units-of-production method using estimates
of proved reserves. The costs of unproved properties are not amortized until it
is determined whether or not proved reserves can be assigned to the properties.
Until such determination is made our company will assess annually whether
impairment has occurred, and includes in the amortization base drilling
exploratory dry holes associated with unproved properties.

Our company applies a ceiling test to the capitalized cost in
the full cost pool. The ceiling test limits such cost to the estimated present
value, using a ten percent discount rate, of the future net revenue from proved
reserves, based on current economic and operating conditions. Specifically, we
compute the ceiling test so that capitalized cost, less

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accumulated depletion and related deferred income tax, do not
exceed an amount (the ceiling) equal to the sum of: (A) The present value of
estimated future net revenue computed by applying current prices of oil and gas
reserves (with consideration of price changes only to the extent provided by
contractual arrangements) to estimated future production of proved oil and gas
reserves as of the date of the latest balance sheet presented, less estimated
future expenditures (based on current cost) to be incurred in developing and
producing the proved reserves computed using a discount factor of ten percent
and assuming continuation of existing economic conditions; plus (B) the cost of
property not being amortized; plus (C) the lower of cost or estimated fair value
of unproven properties included in the costs being amortized; less (D) income
tax effects related to differences between the book and tax basis of the
property.

For unproven properties, our company excludes from capitalized
costs subject to depletion, all costs directly associated with the acquisition
and evaluation of the unproved property until it is determined whether or not
proved reserves can be assigned to the property. Until such a determination is
made, our company assesses the property at least annually to ascertain whether
impairment has occurred. In assessing impairment we consider factors such as
historical experience and other data such as primary lease terms of the
property, average holding periods of unproved property, and geographic and
geologic data. Our company adds the amount of impairment assessed to the cost to
be amortized subject to the ceiling test. As at October 31, 2007, we had no
properties with proven reserves.

Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, "Accounting for
Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and
140", to simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
Impairment or Disposal of Long-Lived Assets", to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. The adoption of this statement is not expected
to have a material effect on our company's future reported financial position or
results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for
Servicing of Financial Assets, an amendment of FASB Statement No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities". This statement requires all separately recognized servicing
assets and servicing liabilities be initially measured at fair value, if
practicable, and permits for subsequent measurement using either fair value
measurement with changes in fair value reflected in earnings or the amortization
and impairment requirements of Statement No. 140. The subsequent measurement of
separately recognized servicing assets and servicing liabilities at fair value
eliminates the necessity for entities that manage the risks inherent in
servicing assets and servicing liabilities with derivatives to qualify for hedge
accounting treatment and eliminates the characterization of declines in fair
value as impairments or direct write-downs. SFAS No. 156 is effective for an
entity's first fiscal year beginning after September 15, 2006. The adoption of
this statement is not expected to have a material effect on our company's future
reported financial position or results of operations.

In June 2006, the FASB issued FASB Interpretation No. 48, Accounting
  for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109.
  FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing
  a two-step method of first evaluating whether a tax position has met a more
  likely than not recognition threshold and second, measuring that tax position
  to determine the amount of benefit to be recognized in the financial statements.
  FIN 48 provides guidance on the presentation of such positions within a classified
  statement of financial position as well as on derecognition, interest and penalties,
  accounting in interim periods, disclosure, and transition. FIN 48 is effective
  for fiscal years beginning after December 15, 2006. The adoption of this statement
  is not expected to have a material effect on our company's future reported financial
  position or results of operations.

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In September 2006, the 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 company's future reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement Plans  an
amendment of FASB Statements No. 87, 88, 106, and 132(R). This statement
requires employers to recognize the over-funded or under-funded status of a
defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not-for-profit organization. This statement also requires an employer to
measure the funded status of a plan as of the date of its year-end statement of
financial position, with limited exceptions. The provisions of SFAS No. 158 are
effective for employers with publicly traded equity securities as of the end of
the fiscal year ending after December 15, 2006. The adoption of this statement
did not have a material effect on our company's financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin
(SAB) No. 108, Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements. SAB No. 108
addresses how the effects of prior year uncorrected misstatements should be
considered when quantifying misstatements in current year financial statements.
SAB No. 108 requires companies to quantify misstatements using a balance sheet
and income statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative an
qualitative factors. SAB No. 108 is effective for periods ending after November
15, 2006. The adoption of SAB No. 108 did not have a material effect on our
companys financial statements.

In February 2007, the Financial Accounting Standards Board (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 company's financial statements.

In December 2007, the Financial Accounting Standards Board (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
  the Company's financial statements.

RISK FACTORS

Much of the information included in this quarterly report
includes or is based upon estimates, projections or other forward-looking
statements. Such forward-looking statements include any projections or
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions,
or other future performance suggested herein. We undertake no obligation to
update forward-looking statements to reflect events or circumstances occurring
after the date of such statements.

Such estimates, projections or other forward-looking
statements involve various risks and uncertainties as outlined below. We
caution readers of this quarterly report 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. In evaluating us,
our business and any investment in our business, readers should carefully
consider the following factors.

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Risks Associated With Our Business

We have a limited operating history and as a result there is
no assurance we can operate on a profitable basis.

We have a limited operating history and must be considered in
the exploration stage. Our company's operations will be subject to all the risks
inherent in the establishment of an exploration stage enterprise and the
uncertainties arising from the absence of a significant operating history.
Potential investors should be aware of the difficulties normally encountered by
resource exploration companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates. The expenditures to be made by us in the exploration of our
properties may not result in the discovery of mineral deposits or reserves.
Problems such as unusual or unexpected formations of rock or land and other
conditions are involved in resource exploration and often result in unsuccessful
exploration efforts. If the results of our exploration do not reveal viable
commercial mineral deposits or reserves, we may decide to abandon our claims and
acquire new claims for new exploration or cease operations. The acquisition of
additional claims will be dependent upon us possessing capital resources at the
time in order to purchase such claims. If no funding is available, we may be
forced to abandon our operations. There can be no assurance that we will be able
to operate on a profitable basis.

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 $414,661 and working capital of
$291,641 as at October 31, 2007. We currently do not generate revenues from our
operations. 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 $1,000,000 during the
quarter ended October 31, 2007 and $4,000,000 from December 15, 2006 to October
31, 2007, 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 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
revenues, we face a high risk of business failure.

We have not earned any revenues as of the date of this annual
report and have never been profitable. We do not have an interest in any revenue
generating properties. 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 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 October 31, 2007 is $3,410,632. We recognize that if we are unable
to generate significant 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
revenues in the future. We can provide investors with no assurance that we will
generate any operating revenues or 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.

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Because of the speculative nature of the exploration of
natural resource properties, there is substantial risk that this business will
fail.

There is no assurance that any of the claims we explore or
acquire will contain commercially exploitable mineral deposits or reserves.
Exploration for natural resources is a speculative venture involving substantial
risk. Hazards such as unusual or unexpected geological formations and other
conditions often result in unsuccessful exploration efforts. We may also become
subject to significant liability for pollution, cave-ins, blow-outs, leakage,
fires or hazards, which we cannot insure or which we may elect not to insure.
The payment of such liabilities may have a material adverse effect on our
financial position.

If we cannot compete successfully for financing and for
qualified managerial and technical employees, our exploration program may
suffer.

Our competition in the resource industry includes large
established companies with substantial capabilities and with greater financial
and technical resources than we have. As a result of this competition, we may be
unable to acquire additional financing on terms we consider acceptable. We also
compete with other mining companies in the recruitment and retention of
qualified managerial and technical employees. If we are unable to successfully
compete for financing or for qualified employees, our exploration program may be
slowed down or suspended.

We cannot guarantee that we will find any commercial
quantities of mineral deposits or reserves.

There can be no assurance that any of the properties we are
exploring contain commercial quantities of any mineral deposits or reserves.
Even if we identify commercial quantities of mineral deposits or reserves in any
of our properties, there can be no assurance that we will be able to exploit
such mineral deposits or reserves or, if we are able to exploit them, that we
will do so on a profitable basis.

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 resource 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, 2007
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., state in the Notes to the audited financial statements for the
year ended April 30, 2007 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.

We are subject to various government regulations and
environmental concerns.

We are subject to various government and environmental
regulations. Permits from a variety of regulatory authorities are required for
many aspects of exploration, mining and drilling operations and reclamation. We
cannot predict the extent to which future legislation and regulation could cause
additional expense, capital expenditures, restrictions and delays in the
development of our properties, including those with respect to unpatented mining
claims and oil and gas wells.

Our activities are not only subject to extensive federal, state
and local regulations controlling the exploration and mining and drilling
operations with respect to our properties, but also the possible effects of such
activities upon the environment. Future environmental legislation and
regulations could cause additional expense, capital expenditures,

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restrictions and delays in the development of our properties,
the extent of which cannot be predicted. Also, as discussed above, permits from
a variety of regulatory authorities are required for many aspects of mining and
drilling operations and reclamation. In connection with environmental
permitting, including the approval of reclamation plans, we must comply with
known standards, existing laws and regulations that may entail greater or lesser
costs and delays, depending on the nature of the activity to be permitted and
how stringently the regulations are implemented by the permitting authority. We
are not presently aware of any specific material environmental constraint
affecting our properties that would preclude the economic development or
operation of any specific property.

If we become more active on our properties, it is reasonable to
expect that compliance with environmental regulations will increase our costs.
Such compliance may include feasibility studies on the surface impact of the our
proposed operations, costs associated with minimizing surface impact, water
treatment and protection, reclamation activities, including rehabilitation of
various sites, on-going efforts at alleviating the impact of exploration
activities on wildlife, and permits or bonds as may be required to ensure our
compliance with applicable regulations. It is possible that the costs and delays
associated with such compliance could become so prohibitive that we may decide
to not proceed with exploration, development, mining and/or drilling operations
on any of our properties.

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. 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 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.

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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 3. 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 principal
executive officer (our president) and our principal accounting and financial
officer (our chief financial officer and secretary) 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 October 31, 2007, the end of the six month period year
covered by this report, we carried out an evaluation, under the supervision and
with the participation of our management, including our president and chief
executive officer and our chief financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on the
foregoing, our president and chief executive officer and our chief financial
officer concluded that our disclosure controls and procedures were effective as
of the end of the period covered by this quarterly report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the quarter ended October 31, 2007
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

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.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibits Required by Item 601 of Regulation S-B.

|Exhibit Number | Description                                                                                                                                                                                                
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                            
|(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).

16

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|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 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).                                                   
|       |                                                                                                                                                                                                            
|10.9*  | Letter Agreement dated November 26, 2006 regarding Thunder Stud Participation Agreement.                                                                                                                   
|       |                                                                                                                                                                                                            
|(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

17

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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. HerschJames B. Hersch
President 
Principal Executive Officer

Date: June 9, 2008.

By: /s/ Johannes T. PetersenJohannes T. Petersen
Chief Financial Officer and SecretaryPrincipal Accounting Officer

Date: June 9, 2008.

18

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