**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-QSB**

(Mark One)
| x   | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------------|-----------------------------------------------------------------------------------------|
|          | For the period ended  **January 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****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**Nil**

 

Name of each exchange on which registered**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 o  

No [X ]

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

**63,781,655 common shares issued and outstanding as of March 13, 2007**

Transitional Small Business Disclosure Format (Check one):  

Yes [  

]  

No x.

 

 

 

CW1093685.5

 

 

 

**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 nine months ended January 31, 2007 are not necessarily indicative of the results that can be expected for the year ending April 30, 2007.

 

 

2

 

 

 

Century Petroleum Corp.

(Formerly Som Resources, Inc.)

(An Exploration Stage Company)

 

January 31, 2007

 

                                                                                                                                                                                            

 

Index

Balance Sheet (unaudited)

F-1

Statements of Operations (unaudited)

F-2

Statements of Cash Flows (unaudited)

F-3

Statement of Stockholders’ Equity (unaudited)

F-4

Notes to the unauditedFinancial Statements

F-5

 

 

 

 

 

Century Petroleum Corp.

(Formerly Som Resources, Inc.)

(An Exploration Stage Company)

Balance Sheets

(Expressed in US dollars)

(Unaudited)

 

 

January 31, 2007$

 

 

ASSETS

 

 

 

Current Assets

 

 

 

Cash

890,993

Other receivable

2,097

 

 

Total Current Assets

893,090

 

 

Property and Equipment, net 

4,689

Mineral Property Interest

3,000

Oil and Gas Interest (full cost method)  (Note 3)

2,700,181

 

 

Total Assets

3,600,960

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Current Liabilities

 

 

 

Accounts payable

7,240

Accrued liabilities

160,018

Due to related party (Note 6(a))

3,338

 

 

Total Liabilities

170,596

 

 

 

 

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

63,781,655 shares issued and outstanding

63,782

 

 

Additional Paid-in Capital

13,822,838

 

 

Deferred Compensation

(8,977,500)

 

 

Deficit Accumulated During the Exploration Stage

(1,478,756)

 

 

Total Stockholders’ Equity

3,430,364

 

 

Total Liabilities and Stockholders’ Equity

3,600,960

 

 

 

 

 

F-1

 

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

 

 

 

 

Century Petroleum Corp.

(Formerly Som Resources, Inc.)

(An Exploration Stage Company)

Statements of Operations

(Expressed in US dollars)

(Unaudited)

 

 

 

For the

Three Months

Ended

For the

Three Months

Ended

For the

Nine Months

Ended

For the

Nine Months

Ended

Accumulated

From

December 13, 2004

(Date of Inception)

 

January 31,

January 31,

January 31,

January 31,

To January 31,

 

2007

2006

2007

2006

2007

 

$

$

$

$

$

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

–

–

–

–

–

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

Consulting (Note 6(b))

538,500

–

746,000

–

746,000

Exploration costs and expenses

–

27,000

–

27,000

30,300

Impairment of oil and gas property

–

–

528,756

–

528,756

General and administrative

68,514

1,630

99,027

9,839

109,281

Professional fees

15,269

5,016

40,107

11,188

56,730

Website development costs

15,474

–

15,474

–

15,474

 

 

 

 

 

 

Total Operating Expenses

637,757

33,646

1,429,364

48,027

1,486,541

 

 

 

 

 

 

Operating Loss

(637,757)

(33,646)

(1,429,364)

(48,027)

(1,486,541)

 

 

 

 

 

 

Other Income (Expenses)

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange gain (loss)

27

–

(25)

(91)

599

Interest income

4,184

–

7,186

–

7,186

 

 

 

 

 

 

Total Other Income (Expenses)

4,211

–

7,161

(91)

7,785

 

 

 

 

 

 

Loss Before Income Taxes

(633,546)

(33,646)

(1,422,203)

(48,118)

(1,478,756)

 

 

 

 

 

 

Provision for Income Taxes

–

–

–

–

–

 

 

 

 

 

 

Net Loss

(633,546)

(33,646)

(1,422,203)

(48,118)

(1,478,756)

 

 

 

 

 

 

Net Loss Per Share – Basic and Diluted

(0.01)

–

(0.02)

–

(0.03)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Shares Outstanding  

58,420,000

52,654,000

57,046,000

52,653,545

46,653,000

 

 

 

 

 

 

 

 

 

F-2

 

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

 

 

 

 

Century Petroleum Corp.

(Formerly Som Resources Inc.)

(An Exploration Stage Company)

Statements of Cash Flows

(Expressed in US dollars)

(Unaudited)

 

 

For the

Nine Months Ended

January 31,

2007

$

For the

Nine Months

Ended

January 31,

2006

$

Accumulated

From

December 13, 2004

(Date of Inception)

to January 31,

2007

$

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net loss 

(1,422,203)

(48,118)

(1,478,756)

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Depreciation

276

–

276

Impairment loss on oil and gas properties

528,756

–

528,756

Stock-based compensation

630,000

–

630,000

 

 

 

 

Change in operating assets and liabilities:

 

 

 

Prepaid expenses and deposits

–

(1,696)

–

Accounts payable and accrued liabilities

8,453

(525)

9,758

 

 

 

 

Net Cash Used in Operating Activities

(254,718)

(50,339)

(309,966)

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

Purchase of property and equipment

(4,965)

 

(4,965)

Purchase of mineral property interest

–

–

(3,000)

Purchase of oil and gas interest

(3,231,034)

–

(3,231,034)

 

 

 

 

Net Cash Used in Investing Activities

(3,235,999)

–

(3,238,999)

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Advances from related party

1,338

2,000

3,338

Proceeds from issuance of common stock

2,955,000

300

3,011,620

Proceeds from common stock subscribed

1,425,000

–

1,425,000

 

 

 

 

Net Cash Provided by Financing Activities

4,381,338

2,300

4,439,958

 

 

 

 

Increase (Decrease) in Cash

890,621

(48,039)

890,993

 

 

 

 

Cash and Cash Equivalents - Beginning of Period

372

50,548

–

 

 

 

 

Cash and Cash Equivalents - End of Period

890,993

2,509

890,993

 

 

 

 

 

 

 

 

Non-Cash Financing Activities

 

 

 

Shares issued for consulting services

472,500

–

472,500

 

 

 

 

Supplemental Disclosures

 

 

 

Interest paid

–

–

–

Income taxes paid

–

–

–

 

 

 

 

 

 

 

F-3

 

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

 

 

 

 

Century Petroleum Corp.

(Formerly Som Resources Inc.)

(An Exploration Stage Company)

Statement of Stockholders’ Equity 

For the Period from December 13, 2004 (Date of Inception) to January 31, 2007

(Expressed in US dollars)

(Unaudited)

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

Accumulated

 

 

 

 

Additional

 

During the

 

 

Common Stock

Paid-in

Deferred

Exploration

 

 

Shares

Amount

Capital

Compensation

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 subscribed 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 subscribed for cash at $2.01 per share

248,756

249

499,751

–

–

500,000

 

 

 

 

 

 

 

Common stock subscribed 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

(8,977,500)

–

472,500

 

 

 

 

 

 

 

Net loss for the period

–

–

–

–

(1,422,203)

(1,422,203)

 

 

 

 

 

 

 

Balance – January 31, 2007

63,781,655

63,782

13,822,838

(8,977,500)

(1,478,756)

3,430,364

 

 

F-4

 

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

 

 

 

 

Century Petroleum Corp.

(Formerly Som Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

 

1.

Summary of Significant Accounting Policies and Organization

 

a)

Basis of Presentation

 
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results expected for the year.

 

b)

Organization

The Company was incorporated in the State of Nevada on December 13, 2004 as “Som Resources Inc.” On August 9, 2006, the Company changed its name to “Century Petroleum Corp.” The Company is a natural resource exploration company with the objective of acquiring, exploring and, if warranted and feasible, developing natural resource properties. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7 “Accounting and Reporting for Development Stage Enterprises”.  Activities during the exploration stage include developing the business plan and raising capital.

 

c)

Use of Estimates

The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to  stock-based compensation expense, deferred income tax asset valuations and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual resultsexperienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. 

 

d)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

 

e)

Mineral Property Interests

The Company has been in the exploration stage since its inception and has not yet realized any revenues from its planned operations. 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. As at January 31, 2007, the Company had capitalized $3,000 related to the mineral property interest. The 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.

 

f)

Oil and Gas Interests

The Company utilizes the full-cost method of accounting for petroleum and natural gas properties. Under this method, the Company capitalizes 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 January 31, 2007, the Company’s property has unproven reserves. When the Company obtains 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 determinedwhether or not proved reserves can be assigned to the properties. Until such determination is made the Company assesses annually whether impairment has occurred, and includes in the amortization base drilling exploratory dry holes associated with unproved properties.

 

F-5

 

 

 

Century Petroleum Corp.

(Formerly Som Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

 

1.

Summary of Significant Accounting Policies and Organization (continued)

 

f)

Oil and Gas Interests (continued)

 
The 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, the Company computes the ceiling test so that capitalized cost, less 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 andproducing 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, the 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, the Company assesses the property at least annually to ascertain whether impairment has occurred. In assessing impairment the Company considers 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. The Company adds the amount of impairment assessed to the cost to be amortized subject to the ceiling test. As at January 31, 2007, the Company had no properties with proven reserves.

 

g)

Long-lived Assets

The Company accounts for long-lived assets under the SFAS No. 142, “Accounting for Goodwill and Other Intangible Assets,” and SFAS No. 144, “Accounting for Impairment or Disposal of Ling-Lived Assets.” In accordance with SFAS No. 142 and SFAS No. 144, long-lived assets, goodwill and certain identifiable intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, goodwill and intangible assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets.

 

h)

Income Taxes

The Company accounts for income taxes under SFAS No. 109, “Accounting for Income Taxes.” Under SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

i)

Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, “Earnings Per Share.” As of January 31, 2007 and 2006.  The effect of 6,127,655 and 0 stock warrants was anti dilutive and not included in the calculation of dilutive net loss.

 

F-6

 

 

 

Century Petroleum Corp.

(Formerly Som Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

 

1.

Summary of Significant Accounting Policies and Organization (continued)

 

j)

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 issuedafter 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 the 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 infair 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 the 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 the Company's future reported financial position orresults of operations.

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 the 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 equitysecurities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

 

F-7

 

 

 

Century Petroleum Corp.

(Formerly Som Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

 

1.

Summary of Significant Accounting Policies and Organization (continued)

 

j)

Recent Accounting Pronouncements (continued)

 
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 period ending after November 15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a material effect on its 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 theprovision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

 

k)

Foreign Currency Translation

The Company uses US dollars as its functional and reporting currency. The Company has gains and losses arising as a result of translations of the Canadian funds deposited into US dollars. These gains and losses are included in operations.

 

l)

Reclassifications

Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.

 

m)

Concentration of Credit Risk

The Company at times has cash in banks in excess of FDIC insurance limits. At January 31, 2007 and 2006, the Company had $790,993 and $0 in excess of FDIC limits, respectively.

 

2.

Acquisition of Mineral Property Interest

On April 10, 2005, the Company acquired 100% interest in the one mineral claim known as the Hermosa Prospect Latitude located in the State of Nevada, USA, for the purchase price of $3,000. The Company received rights to all minerals contained in the Hermosa property.

 

3.

Acquisition of Oil and Gas Interest

 

a)

On June 15, 2006, the Company acquired a 100% working interest and a 75% net revenue interest in certain oil and gas properties consisting of 32 leases totaling 1,224 gross acres located in Louisiana in consideration for $2,000,000. The leases all have three year terms with expiration dates ranging from November, 2008 to March, 2009.

 

b)

On August 10, 2006, the Company acquired all of the right, title and interest to any leases on a property located in DeWitt County, Texas covered under a Participation Agreement dated September 1, 2005. The Company must pay $512,750 ($442,065 paid) to earn its interest, subject to a 2% carried working interest. On October 25, 2006, this lease agreement was terminated and the Company recognized an impairment of $528,756 related to this property.

 

c)

On November 1, 2006, the Company entered into an agreement to acquire a 4% interest in an oil and gas property and applicable leases located in southern Louisiana. The Company paid $222,552 as consideration which included prospect fees and property expenses.

 

F-8

 

 

 

Century Petroleum Corp.

(Formerly Som Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

 

4.

Stockholders’ Equity

 

a)

On June 13, 2006, the Company issued 4,609,997 units at a price of $0.478 per unit for gross proceeds of $2,205,000. Each unit consists of one post split common share and one share purchase warrant. Each common share purchase warrant is exercisable into one post split common share at a price of $1.50 per share for a period of 24 months.

 

b)

On August 9, 2006, the Company changed its name from “Som Resources, Inc.” to “Century Petroleum Corp.” and effected a seven (7) for one (1) forward stock split of the authorized, issued and outstanding stock. As a result, the authorized share capital increased from 69,000,000 shares of common stock with a par value of $0.001 to 483,000,000 shares of common stock with a par value of $0.001, and 1,000,000 shares of preferred stock with a par value of $0.001 to 7,000,000 shares of preferred stock with a par value of $0.001. The issued and outstanding share capital increased from 8,180,571 shares of common stock to 58,288,997 shares of common stock. All share amounts have been retroactively adjusted for all periods presented.

 

c)

On August 15, 2006, the Company accepted stock subscriptions for 425,000 units at a price of $1.00 per unit for gross proceeds of $425,000. Each unit consists of one post split common share and one share purchase warrant. Each common share purchase warrant is exercisable into one post split common share at a price of $1.50 per share for a period of 24 months. 

 

d)

On October 25, 2006, the Company issued 600,000 units at a price of $1.25 per unit for gross proceeds of $750,000. Each unit consists of one post split common share and one share purchase warrant. Each common share purchase warrant is exercisable into one post split common share at a price of $1.75 per share for a period of 36 months.

 

e)

On January 10, 2007, the Company accepted stock subscriptions for 248,756 units at a price of $2.01 per unit for cash proceeds of $500,000.  Each unit consists of one post split common share and one share purchase warrant.  Each common share purchase warrant is exercisable into one post split common share at a price of $3.015 per share for a period of 36 months.  

 

f)

On January 15, 2007, the Company issued 5,000,000 restricted shares of common stock to the President of the Company at a fair value of $1.89 per share.  The shares are held in escrow by the Company and 250,000 shares are released at the end of each three-month period immediately following the effective date of the employment agreement dated October 1, 2006.  As at January 31, 2007, 250,000 shares with a fair value of $472,500 were released from escrow and charged to consulting, and an additional $157,500 of stock-based compensation was accrued and charged to consulting.  Refer to Note 7(a).

 

g)

On January 25, 2007, the Company accepted stock subscriptions for 243,902 units at a price of $2.05 per unit for cash proceeds of $500,000.  Each unit consists of one post split common share and one share purchase warrant.  Each common share purchase warrant is exercisable into one post split common share at a price of $3.075 per share for a period of 36 months.  

5.

Warrants

A summary of the changes in the Company’s share purchase warrants is presented below:

 

 

January 31, 2007

 

April 30, 2006

 

Number

Weighted Average Exercise

Price

 

Number

Weighted Average Exercise

Price

 

 

 

 

 

 

Balance, beginning of year

–

–

 

–

–

Issued

6,127,655

1.65

 

–

–

Exercised

–

–

 

–

–

Forfeited / Expired

–

–

 

–

– 

 

 

 

 

 

 

Balance, end of period

6,127,655

1.65

 

–

–

 

 

F-9

 

 

 

Century Petroleum Corp.

(Formerly Som Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

 

6.

Related Party Transactions

 

a)

During the nine month period ended January 31, 2007, the former President of the Company advanced $6,455 to the Company. At January 31, 2007, a balance of $932 is owing and is non-interest bearing, unsecured and has no specific terms of repayment.

 

b)

During the nine month period ended January 31, 2007, the Company paid $70,000 for consulting services provided by the former President of the Company.

 

c)

During the nine month period ended January 31, 2007, the President of the Company advanced $906 to the Company. At January 31, 2007, a balance of $406 is owing and is non-interest bearing, unsecured and has no specific terms of repayment.

 

d)

During the nine month period ended January 31, 2007, the Company paid $46,000 for services provided by the President of the Company.

Refer to Note 7(a).

 

7.

Commitments

 

a)

On October 1, 2006 (the “effective date”), the Company hired an employee for the position of President and CEO. The contract is for a period of twelve months, and is renewable. On January 11, 2007, the contract was amended to increase the remuneration from $10,000 per month to $11,000 per month, and to increase the number of common shares to be issued from 3,000,000 shares to 5,000,000 shares of common stock. The shares are to be held in escrow by the Company and will vest and be earned as follows: 250,000 shares at the end of each three-month period immediately following the effective date. The shares have an aggregate fair value of $9,450,000. As at January 31, 2007, 250,000 shares with a fair value of $472,500 were released from escrow and charged to consulting, and an additional $157,500 of stock-based compensationwas accrued and charged to consulting.

 

b)

On October 10, 2006, the Company signed an agreement to rent office space in Houston, Texas beginning November 1, 2006 for a period of 12 months at $800 per month.

 

c)

On December 15, 2006, the Company entered into a share issuance agreement for share subscriptions up to $5,000,000.  The subscriber shall make available to the Company by way of advances up to $5,000,000 until December 15, 2009.   Upon receipt of the advances, the Company shall issue units of the Company at a price equal to 75% of volume weighted average closing price of the Company (ticket symbol “CYPE.OB”) during the 10 previous trading days according to Yahoo! Finance at http://finance.yahoo.com.  Each unit consists of one common share of the Company and one share purchase warrant.  Each whole warrant may be exercised within three years of the date of issuance to the purchaser at a price equal to 150% of subscription price.  At January 31, 2007, the Company received cash proceeds of $1,000,000 and issued 492,658units.

 

8.

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 $1,478,756 from inception and used cash from Operations of $254,718 for the nine months ended January 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-10

 

 

 

Century Petroleum Corp.

(Formerly Som Resources Inc.)

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

9.

Subsequent Event

On February 16, 2007, the Company entered into a letter of intent with Houston Energy, Inc. (“Houston”) and Red Willow Offshore, LLC. (“Red Willow”) to purchase an undivided 8.92353% before casing point and 7.585% after casing point interest on Houston and Red Willow’s Shadyside Prospect located in St. Mary Parish, Louisiana.  Under the terms of the letter of intent, the Company will enter into a participation agreement and joint operating agreement for the prospect within 30 days from the execution of the letter of intent. Subsequently, the Company paid $52,012 towards their share of G&G reimbursement and land costs incurred to date. 

 

 

F-11

 

 

 

 

**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 futureresults, 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 NASD's OTC Bulletin Board under the symbol “CYPE”.

Our principal executive offices are located at 9595 Six Pines, Building 8, Level 2, 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 resource properties with a view to exploiting any oil, gas and mineral deposits and reserves we discover. 

We own a 100% beneficial interest in one mineral claim known as the Hermosa property. To date, we have only conducted initial exploration on the Hermosa Property. 

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 

 

4

 

 

conducted preliminary geological and geophysical studies on the Beauregard Parish leases.

On August 10, 2006, through an Assignment Agreement with Falcon Natural Gas Corporation, we acquired most of Falcon Natural Gas’ right, title and interest to any future leases on  property located in DeWitt County, Texas. Falcon Natural Gas obtained its interest in the property under a Participation Agreement with Southern Resource Company, dated September 1, 2005.  Pursuant to our Assignment Agreement with Falcon Natural Gas Corporation, Falcon Natural Gas reserves 2% of the working interest on the property for itself.  In consideration for this assignment of interest, we agreed to pay a total of $512,750: $336,060 (paid) to Southern Resource Company, and $176,690 to Falcon Natural Gas (paid).  On October 25, 2006, upon drilling the first well to target depth, it was determined by management that the working interest did not have any future value and we allowed the lease to terminate, resulting in animpairment charge of $528,756.

On November 1, 2006, we entered into an agreement whereby we have acquired from Kossic Oil & Gas LP, a 4% working interest in the Thunder Stud Prospect, located in southern Louisiana.  As consideration for the acquisition, we have made a payment of $222,552 which included prospect fees and estimated property expenses. Drilling on the property began in late January 2007 and operations are being carried out by Sterling Energy plc. 

On February 16, 2007, we entered into a letter of intent with Houston Energy, Inc. and Red Willow Offshore, LLC. wherein we have agreed to purchase an undivided 8.92353% before casing point and 7.585% after casing point interest on the Shadyside Prospect located in St. Mary Parish, Louisiana. To date, the final participation agreement and joint operating agreement for the prospect haven’t been signed and therefore no exploration has started in the 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 mineral deposit or reserve exists on any of our prospects until appropriate exploration work is completed. 

Resource 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. 

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 shares 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.

On January 10, 2007, we gave notice to E&P Investments GmbH for an advance of $500,000.  As consideration for the cash advance, we issued to E&P Investments GmbH 248,756 units at a deemed price of $2.01 per unit.  Each unit consists of one common share and one common shares purchase warrant.  The warrants are exercisable into one common shares at an exercise price of $3.015 per share until January 10, 2010.

On January 25, 2007, we gave notice to E&P Investments GmbH for an advance of $500,000.  As consideration for the cash advance, we issued to E&P Investments GmbH 243,902 units at a deemed price of $2.05 per unit.  Each unit consists of one common share and one common shares purchase warrant.  The warrants are exercisable into one common shares at an exercise price of $3.075 per share until January 25, 2010.

 

5

 

 

 

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.  Even if we complete an exploration program and we are successful in identifying an oil, gas and/or mineral deposit or reserve, we would be required to spend substantial funds on further drilling and engineering studies before we could know whether such deposit or reserve would constitute a commercially viable oil, gas and/or mineral deposit or reserve.  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.

**Employees**

As of February 28, 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 February 28, 2007, all of the 5,000,000 shares have been issued, 250,000 of these shares have been delivered to Mr. Hersch pursuant to the amendment agreement and the remaining shares are being held in escrow.

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 resource industry is intensely competitive.  Despite competition amongst resource producers, there is a strong market for any gold, silver, zinc, copper, oil or gas that may be removed from our properties. While it is unlikely that we will discover a mineral deposit or reserve on our properties, if we do, the value of such properties will be influenced by the market price for gold, silver, zinc, copper, oil and/or gas. These prices, to some degree, are influenced by the amount of gold, silver, zinc, copper, oil and/or gas sold by advanced resource companies.

In the resource exploration sector, our competitive position is insignificant. There are numerous resource exploration companies with substantially more capital and resources that are able to secure ownership of resource properties with a greater potential to host economic mineralization.  We are not able to compete with such companies. Instead, we will focus on developing the Hermosa property and the Louisiana prospects in the hope that sufficient resources 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.

 

6

 

 

 

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 initial exploratory well on the Thunder Stud Prospect is currently being drilled and we have paid the $424,600 to cover the estimated drilling costs to target depth related to its 4% working interest in this prospect.

*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 through the issuance of common stock, although we may use shareholder loans, advances from related parties, or borrowing in the future. 

*Three months ended January 31, 2007 compared to three months ended January 31, 2006*

At January 31, 2007, we had working capital of $722,494, compared to working capital of $317 as at January 31, 2006.

At January 31, 2007, our total current assets were $893,090 which consisted of cash of $890,993 and other receivable of $2,097 compared to current assets of $4,205 as at January 31, 2006.

At January 31, 2007, our total current liabilities were $170,596 compared to total current liabilities of $3,888 as at January 31, 2006.

Operating expenses for the three months ended January 31, 2007 were $637,757 compared to $33,646 as at January 31, 2006, an increase of $604,111. The principal components for the increase of our operating expenses for the three months ended January 31, 2007 compared to the three months ended January 31, 2006 were increases in consulting expenses of $538,500, in general and administrative expenses of $66,884, in professional fees of $10,253 and website development costs of $15,474. These increases were partially offset by a decrease in exploration expenses of $27,000.

 

7

 

 

 

*Nine months ended January 31, 2007 compared to nine months ended January 31, 2006*

Operating expenses for the nine months ended January 31, 2007 were $1,429,364 compared to $48,027 as at January 31, 2006, an increase of $1,381,337.  We posted losses of $1,422,203 compared to $48,118 for the nine months ended January 31, 2006 and to $1,478,756 since incorporation.  The principal components of the loss for the nine months ended January 31, 2007 were consulting expenses of $746,000, impairment of oil and gas property of $528,756, professional fees of $40,107, website development costs of $15,474 general and administrative of $99,027. 

At January 31, 2007, we had cash on hand of $890,993 compared to $2,509 as at January 31, 2006.

*Cash Requirements*

For the next twelve months we intend to focus primarily on a program of exploration on our Hermosa Property. These endeavors on the Hermosa Property will cost approximately $91,200. 

The dryhole costs of the Thunder Stud Prospect have been paid ($424,600) and operations are currently underway. 

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 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 January 31, 2007, we had working capital of $722,494. 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, 2006, 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 January 31, 2007 have incurred losses of $1,478,756 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.

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. 

 

8

 

 

 

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 January 2007, there canbe 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. As at January 31, 2007, we had capitalized $3,000 related to the mineral property interest. The 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 January 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 theproperties. 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 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 

 

9

 

 

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 January 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 ofan 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 asimpairments 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 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 

 

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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 is not expected to have a material effect on our company's future reported financial position or results of operations.

**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.

***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 notresult 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.

 

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*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 $890,993 and working capital of $722,494 as of our nine months ended January 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 January 2007, there can be no assurances that we will receive any further funds from E&P Investments.  Obtaining additional financingwould 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 January 31, 2007 is $1,478,756.  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 orgenerate 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.

*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.

*There are no known mineral deposits or reserves on our properties and we cannot guarantee that we will find any commercial quantities of mineral deposits or reserves.*

We have not found any mineral deposits or reserves on our properties and 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 

 

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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. 

*Inability of our officers and directors to devote sufficient time to the operation of the business may limit our company's success.*

Presently our officers and directors allocate only a portion of their time to the operation of our business.  If the business requires more time for operations than anticipated or the business develops faster than anticipated, the officers and directors may not be able to devote sufficient time to the operation of the business to ensure that it continues as a going concern.  Even if the lack of management’s time is not fatal to our existence, it may result in limited growth and success of our business.

*Our independent certified public accounting firm, in the Notes to the audited financial statements for the year ended April 30, 2006 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, 2006 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. 

*Because the probability of a property ever having reserves is extremely remote, any funds spent on exploration will probably be lost.*

The probability of a property ever having reserves is extremely remote.  It is very likely that our properties do not contain any reserves. As such, any funds spent on exploration will probably be lost which will result in a loss of your investment. 

*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, 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 areimplemented 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.

 

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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.

The region in which the Hermosa property is located averages 105 degrees in the summer months. Due to this intense heat, during these months we may have to suspend our operations. These working conditions may cause injuries, which could result in potential lawsuits. In addition, we may become subject to liability for such hazards independent of the heat associated with this region, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position. 

***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 National Association of Securities Dealers.  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 NADSD’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 riskdisclosure 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 thepurchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.  Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.  We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the NASD has 

 

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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, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  The NASD 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 Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our President, to allow timely decisions regarding required disclosure.

Our management carried out an evaluation, under the supervision and with the participation of management, including our President, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon the foregoing, our President concluded that our disclosure controls and procedures are effective in connection with the filing of this Quarterly Report on Form 10-QSB for the quarter ended January 31, 2007.

There were no changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action. 

**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. 

**Item 2.**

**Unregistered Sales of Equity Securities and Use of Proceeds.**

On January 10, 2007, we gave notice to E&P Investments GmbH, for an advance of $500,000, pursuant to a share issuance agreement with E&P Investments GmbH, dated December 15, 2006.  As consideration for the cash advance, we issued to E&P Investments GmbH 248,756 units at a deemed price of $2.01 per unit.  Each unit consists of one common share and one common shares purchase warrant. We issued all of the 248,756 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 January 15, 2007, we issued 5,000,000 common shares to our president pursuant to the terms of an executive employment agreement dated October 1, 2006 as amended on January 11, 2007.  The common shares are being held 

 

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in escrow and 250,000 common shares will be released at the end of every three-month period. We issued all of the 5,000,000 common shares to a U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) relying on the exemptions from registration provided by Section 4(2) of the Securities Act of 1933 and upon Rule 506 of Regulation D of the Securities Act of 1933.

On January 25, 2007, we gave notice to E&P Investments GmbH, for an advance of $500,000, pursuant to a share issuance agreement with E&P Investments GmbH, dated December 15, 2006.  As consideration for the cash advance, we issued to E&P Investments GmbH 243,902 units at a deemed price of $2.05 per unit.  Each unit consists of one common share and one common shares purchase warrant.  The warrants are exercisable into one common shares at an exercise price of $3.075 per share until January 25, 2010. We issued all of the 243,902 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.**

On January 11, 2007 we entered into an amendment agreement with James B. Hersch which agreement amends the executive employment agreement entered into on October 1, 2006.  Under the amendment agreement, we have agreed to pay Mr. Hersch a monthly fee of US$11,000 and we have agreed to issue to Mr. Hersch 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.

**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).

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).

 

 

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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).

**(31)**

**302 Certification**

31.1*

Section 302 Certification under Sarbanes-Oxley Act of 2002 of James B. Hersch.

**(32)**

**906 Certification**

32.1*

Section 906 Certification under Sarbanes-Oxley Act of 2002 of James B. Hersch. 

 

 

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**SIGNATURES**

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

**CENTURY PETROLEUM CORP.**

 

By:  /s/ James B. Hersch                                  

James B. Hersch

President

Principal Executive Officer

Date: March 22, 2007.

 

By:  /s/ Johannes T. Petersen                          

Johannes T. Petersen

Chief Financial Officer and Secretary

Principal Accounting Officer

Date: March 22, 2007.

 

 

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