---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2009

or

[ ] 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.(Exact name of registrant as specified in its
charter)

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

832.631.6061(Registrants telephone number,
including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[ X ] YES [ ] NO

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act

|Large
      accelerated filer                     | [ ] | Accelerated filer         | [ ]  
|------------------------------------------------- | --- | ------------------------- | -----
|Non-accelerated
      filer                       | [ ] | Smaller reporting company | [ X ]
|(Do
    not check if a smaller reporting company)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date. 71,857,024
common shares issued and outstanding as of March 20, 2009

---

PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim consolidated financial statements for the
nine month period ended January 31, 2009 form part of this quarterly report.
They are stated in United States Dollars (US$) and are prepared in accordance
with United States generally accepted accounting principles.

---

Century Petroleum Corp.

January 31, 2009

|                                  | Index
|--------------------------------- | -----
|                                  |      
|Balance Sheets                    | F-1  
|                                  |      
|Statements of Operations          | F-2  
|                                  |      
|Statements of Cash Flows          | F-3  
|                                  |      
|Notes to the Financial Statements | F-4  

---

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

|                                                                     |   | January 31, |   |   | April 30,  |  
|-------------------------------------------------------------------- | - | ----------- | - | - | ---------- | -
|                                                                     |   | 2009        |   |   | 2008       |  
|                                                                     |   | (unaudited) |   |   |            |  
|ASSETS                                                               |   |             |   |   |            |  
|Current Assets                                                       |   |             |   |   |            |  
|Cash                                                                 | $ | 1,477       |   | $ | 128,672    |  
|Accounts receivable                                                  |   |            |   |   | 143,152    |  
|Due from related party (Note
      7(b))                             |   | 1,705       |   |   |           |  
|Prepaid expenses and other current assets                            |   | 5,807       |   |   | 256,868    |  
|Notes receivable                                                     |   |            |   |   | 490,332    |  
|Total Current Assets                                                 |   | 8,989       |   |   | 1,019,024  |  
|Property and Equipment, net                                          |   | 4,967       |   |   | 7,121      |  
|Intangible Assets, net                                               |   | 4,126       |   |   | 8,026      |  
|Oil and Gas Interest (full cost method) (Note 2)                     |   | 4,583,919   |   |   | 4,466,531  |  
|Total Assets                                                         | $ | 4,602,001   |   | $ | 5,500,702  |  
|                                                                     |   |             |   |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                 |   |             |   |   |            |  
|Current Liabilities                                                  |   |             |   |   |            |  
|Accounts payable                                                     | $ | 926,740     |   | $ | 333,823    |  
|Accounts payable-related party
      (Note 7(b) and (e))             |   | 20,679      |   |   | 100        |  
|Accrued liabilities                                                  |   | 158,178     |   |   | 217,120    |  
|Notes payable  related party
      (Note 4)                         |   | 500,000     |   |   |           |  
|Due to related party (Note 7(a))                                     |   | 2,000       |   |   | 2,000      |  
|Asset Retirement Obligation                                          |   | 10,771      |   |   |           |  
|Total Current Liabilities                                            |   | 1,618,368   |   |   | 553,043    |  
|Asset Retirement Obligation                                          |   |            |   |   | 2,310      |  
|Total Liabilities                                                    |   | 1,618,368   |   |   | 555,353    |  
|Stockholders Equity                                                 |   |             |   |   |            |  
|Preferred Stock, 7,000,000 shares authorized, $0.001 par
      value |   |             |   |   |            |  
|none issued and outstanding                                          |   |            |   |   |           |  
|Common Stock, 483,000,000 shares authorized, $0.001 par
      value  |   |             |   |   |            |  
|71,857,024 shares issued and outstanding
      (April 30, 2008 -     |   |             |   |   |            |  
|69,557,024 shares)                                                   |   | 71,857      |   |   | 69,557     |  
|Additional Paid-in Capital                                           |   | 17,758,763  |   |   | 17,167,063 |  
|Common Stock Subscribed (203,333 shares to be issued)                |   | 48,983      |   |   | 272,866    |  
|Deferred Compensation                                                |   | (5,197,500  | ) |   | (6,615,000 | )
|Deficit                                                              |   | (9,698,470  | ) |   | (5,949,137 | )
|Total Stockholders Equity                                           |   | 2,983,633   |   |   | 4,945,349  |  
|Total Liabilities
      and Stockholders Equity                     | $ | 4,602,001   |   | $ | 5,500,702  |  

(The Accompanying Notes are an Integral Part of These Financial
Statements) F-1

---

|Century Petroleum Corp.           
|----------------------------------
|Condensed Statements of Operations
|(Expressed in US dollars)         
|(unaudited)                       

|                                              |   | For the      |   |   | For the      |   |   | For the     |   |   | For the     |  
|--------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ----------- | - | - | ----------- | -
|                                              |   | Three Months |   |   | Three Months |   |   | Nine Months |   |   | Nine Months |  
|                                              |   | Ended        |   |   | Ended        |   |   | Ended       |   |   | Ended       |  
|                                              |   | January 31,  |   |   | January 31,  |   |   | January 31, |   |   | January 31, |  
|                                              |   | 2009         |   |   | 2008         |   |   | 2009        |   |   | 2008        |  
|                                              |   |              |   |   |              |   |   |             |   |   |             |  
|                                              |   |              |   |   |              |   |   |             |   |   |             |  
|Revenue                                       | $ |             |   | $ |             |   | $ | 221,790     |   | $ |            |  
|                                              |   |              |   |   |              |   |   |             |   |   |             |  
|Expenses                                      |   |              |   |   |              |   |   |             |   |   |             |  
|Consulting (Note 7(c) and (d))                |   | 556,350      |   |   | 658,483      |   |   | 1,712,617   |   |   | 1,830,866   |  
|Depletion,
      accretion and amortization   |   | 9,886        |   |   | 1,794        |   |   | 108,903     |   |   | 5,221       |  
|Impairment of oil and gas
      property      |   | 725,606      |   |   |             |   |   | 1,913,276   |   |   |            |  
|General and
      administrative              |   | 43,522       |   |   | 69,194       |   |   | 157,963     |   |   | 219,706     |  
|Production expenses                           |   | 12,782       |   |   |             |   |   | 33,734      |   |   |            |  
|Professional fees                             |   | 16,084       |   |   | 6,668        |   |   | 47,296      |   |   | 30,215      |  
|Total Operating
      Expenses                |   | 1,364,230    |   |   | 736,139      |   |   | 3,973,789   |   |   | 2,086,008   |  
|Operating Loss                                |   | (1,364,230   | ) |   | (736,139     | ) |   | (3,751,999  | ) |   | (2,086,008  | )
|Other Income (Expenses)                       |   |              |   |   |              |   |   |             |   |   |             |  
|Foreign exchange
      gain (loss)            |   | 310          |   |   |             |   |   | 825         |   |   | (408        | )
|Interest income                               |   | 89           |   |   | 2,036        |   |   | 1,841       |   |   | 10,270      |  
|Total Other Income (Expenses)                 |   | 399          |   |   | 2,036        |   |   | 2,666       |   |   | 9,862       |  
|Loss Before Income Taxes                      |   | (1,363,831   | ) |   | (734,103     | ) |   | (3,749,333  | ) |   | (2,076,146  | )
|Provision for Income Taxes                    |   |             |   |   |             |   |   |            |   |   |            |  
|Net Loss                                      | $ | (1,363,831   | ) | $ | (734,103     | ) | $ | (3,749,333  | ) | $ | (2,076,146  | )
|Net Loss Per Share  Basic and Diluted        | $ | (0.02        | ) | $ | (0.01        | ) | $ | (0.05       | ) | $ | (0.03       | )
|                                              |   |              |   |   |              |   |   |             |   |   |             |  
|Weighted Average Number of Shares Outstanding |   | 71,726,589   |   |   | 68,871,404   |   |   | 70,404,125  |   |   | 67,033,748  |  

(The Accompanying Notes are an Integral Part of These Financial
Statements) F-2

---

|Century Petroleum Corp.           
|----------------------------------
|Condensed Statements of Cash Flows
|(Expressed in US dollars)         
|(unaudited)                       

|                                                                                  |   | For the     |   |   | For the     |  
|--------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                                                  |   | Nine Months |   |   | Nine Months |  
|                                                                                  |   | Ended       |   |   | Ended       |  
|                                                                                  |   | January 31, |   |   | January 31, |  
|                                                                                  |   | 2009        |   |   | 2008        |  
|                                                                                  |   |             |   |   |             |  
|                                                                                  |   |             |   |   |             |  
|Operating Activities                                                              |   |             |   |   |             |  
|Net loss                                                                          | $ | (3,749,333  | ) | $ | (2,076,146  | )
|Adjustments to reconcile net loss to net cash
      used in operating activities: |   |             |   |   |             |  
|Depreciation,
      depletion and accretion                                       |   | 108,903     |   |   | 5,221       |  
|Impairment loss on oil and gas
      properties                                   |   | 1,913,276   |   |   |            |  
|Stock-based
      compensation                                                    |   | 1,487,617   |   |   | 1,616,866   |  
|Change in operating assets and liabilities:                                       |   |             |   |   |             |  
|Prepaid expenses
      and deposits                                               |   | 41,886      |   |   | (57,816     | )
|Accounts receivable                                                               |   | 143,152     |   |   |            |  
|Accounts payable and accrued
      liabilities                                    |   | 14,138      |   |   | (18,532     | )
|Net Cash Used in
      Operating Activities                                       |   | (40,361     | ) |   | (530,407    | )
|Investing Activities                                                              |   |             |   |   |             |  
|Payments received on note receivable                                              |   | 490,332     |   |   |            |  
|Purchase of property and equipment                                                |   |            |   |   | (2,462      | )
|Purchase of
      oil and gas interest                                            |   | (1,377,166  | ) |   | (2,678,531  | )
|Net Cash Used in Investing Activities                                             |   | (886,834    | ) |   | (2,680,993  | )
|Financing Activities                                                              |   |             |   |   |             |  
|Notes payable from (repayment to)
      related party                             |   | 500,000     |   |   | (4,598      | )
|Proceeds from common stock subscribed                                             |   |            |   |   | 2,500,000   |  
|Proceeds from issuance of common stock                                            |   | 300,000     |   |   |            |  
|Net Cash Provided
      by Financing Activities                                   |   | 800,000     |   |   | 2,495,402   |  
|Decrease in Cash                                                                  |   | (127,195    | ) |   | (715,998    | )
|Cash and Cash
      Equivalents - Beginning of Period                             |   | 128,672     |   |   | 978,654     |  
|Cash and Cash Equivalents - End of Period                                         | $ | 1,477       |   | $ | 262,656     |  
|                                                                                  |   |             |   |   |             |  
|Supplemental Disclosures                                                          |   |             |   |   |             |  
|Interest paid                                                                     | $ |            |   | $ |            |  
|Income taxes paid                                                                 | $ |            |   | $ |            |  

(The Accompanying Notes are an Integral Part of These Financial
Statements) F-3

---

|Century Petroleum Corp.                    
|-------------------------------------------
|Notes to the Condensed Financial Statements
|(Expressed in US dollars)                  
|(unaudited)                                

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

F-4

---

|Century Petroleum Corp.                    
|-------------------------------------------
|Notes to the Condensed Financial Statements
|(Expressed in US dollars)                  
|(unaudited)                                

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

F-5

---

|Century Petroleum Corp.                    
|-------------------------------------------
|Notes to the Condensed Financial Statements
|(Expressed in US dollars)                  
|(unaudited)                                

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

F-6

---

|Century Petroleum Corp.                    
|-------------------------------------------
|Notes to the Condensed Financial Statements
|(Expressed in US dollars)                  
|(unaudited)                                

|1. | Summary of Significant Accounting Policies and
      Organization (continued)
|-- | -----------------------------------------------------------------------------
|   |                                                                              
|   | m)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   | n)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   | o)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   | p)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|   | q)                                                                           
|   |                                                                              
|   |                                                                              
|   |                                                                              
|2. | Oil and Gas Properties                                                       
|   |                                                                              
|   | a)                                                                           

F-7

---

|Century Petroleum Corp.                    
|-------------------------------------------
|Notes to the Condensed Financial Statements
|(Expressed in US dollars)                  
|(unaudited)                                

|2. | Oil and Gas Properties (continued)
|-- | ----------------------------------
|   |                                   
|   | b)                                
|   |                                   
|   | c)                                
|   |                                   
|   | d)                                

All of the Companys proven and
unproven oil and gas properties are located in the United States. The following
table summarizes information regarding the Company's oil and gas acquisition,
exploration and development activities:

| |                                        |  | January 31, |   |  | April 30,  |  
| | -------------------------------------- |  | ----------- | - |  | ---------- | -
| |                                        |  | 2009        |   |  | 2008       |  
| |                                        |  | $           |   |  | $          |  
| |                                        |  |             |   |  |            |  
| | Proved Properties                      |  |             |   |  |            |  
| |                                        |  |             |   |  |            |  
| | Acquisition
      costs                |  | 2,095,221   |   |  | 2,095,221  |  
| | Exploration costs                      |  | 1,308,075   |   |  | 1,275,697  |  
| | Less:                                  |  |             |   |  |            |  
| | Accumulated depletion (At $10 per MCF) |  | (455,869    | ) |  | (361,481   | )
| | Impairment of oil and gas properties   |  | (2,947,427  | ) |  | (1,034,151 | )
| |                                        |  |             |   |  |            |  
| |                                        |  |            |   |  | 1,975,286  |  
| |                                        |  |             |   |  |            |  
| | Unproven Properties                    |  |             |   |  |            |  
| |                                        |  |             |   |  |            |  
| | Acquisition costs                      |  | 1,072,044   |   |  | 1,029,635  |  
| | Exploration costs                      |  | 4,004,812   |   |  | 1,951,942  |  
| | Less:                                  |  |             |   |  |            |  
| | Oil and gas interest sold              |  | (492,937    | ) |  | (490,332   | )
| |                                        |  |             |   |  |            |  
| |                                        |  | 4,583,919   |   |  | 2,491,245  |  
| |                                        |  |             |   |  |            |  
| | Net Carrying Value                     |  | 4,583,919   |   |  | 4,466,531  |  

During the nine months ended January
31, 2009, the Company recorded an impairment of $1,187,670 as the capitalized
costs in the full cost pool exceeded the aggregate of the estimated present
value of the future net revenues from proved reserves, using a ten percent
discount rate and based on current economic and operating conditions plus the
lower of cost and estimated net realizable value of unproven properties. During
the nine months ended January 31, 2009, the Company decided to abandon the
Shadyside property and an impairment of $725,606 was recognized.

F-8

---

|Century Petroleum Corp.                    
|-------------------------------------------
|Notes to the Condensed Financial Statements
|(Expressed in US dollars)                  
|(unaudited)                                

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

| |                                        |  | January 31, |  |  | April 30, | 
| | -------------------------------------- |  | ----------- |  |  | --------- | 
| |                                        |  | 2009        |  |  | 2008      | 
| |                                        |  | $           |  |  | $         | 
| | Beginning asset retirement obligations |  | 2,310       |  |  |          | 
| | Liabilities incurred                   |  |            |  |  | 2,310     | 
| | Accretion                              |  | 8,461       |  |  |          | 
| |                                        |  |             |  |  |          | 
| | Total asset retirement obligations     |  | 10,771      |  |  | 2,310     | 

In accordance with SFAS No. 143
"Accounting for Asset Retirement Obligations,"the Company measured the
AROs at a fair value of $2,310 and capitalized this to the oil and gas property.
A discount rate of 10% was used to calculate the present value of the ARO.
During the nine months ended January 31, 2009, the Company decided to abandon
the oil and gas properties and the ARO was accreted to its fair value of
$10,771. The accretion at January 31, 2009, being $8,461 (April 30, 2008 -
$Nil), is included in depletion, depreciation and amortization. Actual
retirement costs will be recorded against the AROs when incurred. Any difference
between the recorded AROs and the actual retirement costs incurred will be
recorded as a gain or loss in the period of settlement.

|4. | Notes Payable  Related Party                                                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                         
|   | a)                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                         
|   | b)                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                         
|5. | Stockholders Equity                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                         
|   | During the nine months ended January 31,
    2009:                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                         
|   | On July 9, 2008, the Company issued 300,000 shares of
      common stock to two members of the advisory board pursuant to the advisory
      services agreements described in Note 8(d) and (e).                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                         
|   | On November 6, 2008, the Company issued 2,000,000 units
      at $0.15 per unit for proceeds of $300,000. Each unit consists of one
      common share and one and one half share purchase warrant. Each whole
      warrant is exercisable within one year of the date of issuance at a price
      of $0.20 per share.
|   |                                                                                                                                                                                                                                                                                                                         
|6. | Warrants                                                                                                                                                                                                                                                                                                                

| |                              |  | Nine Months Ended |   |  | Nine Months Ended | 
| | ---------------------------- |  | ----------------- | - |  | ----------------- | 
| |                              |  | January 31, 2009  |   |  | January 31, 2008  | 
| |                              |  |                   |   |  | Weighted Average  | 
| |                              |  |                   |   |  | Exercise          | 
| |                              |  | Number            |   |  | Price             | 
| |                              |  |                   |   |  |                   | 
| | Balance, beginning of period |  | 11,903,024        |   |  | 1.27              | 
| | Issued                       |  | 3,000,000         |   |  | 0.20              | 
| | Exercised                    |  |                  |   |  |                  | 
| | Forfeited / Expired          |  | (5,034,997        | ) |  | 1.50              | 
| |                              |  |                   |   |  |                   | 
| | Balance, end of period       |  | 9,868,027         |   |  | 0.83              | 

F-9

---

|Century Petroleum Corp.                    
|-------------------------------------------
|Notes to the Condensed Financial Statements
|(Expressed in US dollars)                  
|(unaudited)                                

|7. | Related Party Transactions
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        
|   |                           
|   | d)                        
|   |                           
|   | e)                        
|   |                           
|   | f)                        
|   |                           
|8. | Commitments               
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        
|   |                           
|   | d)                        
|   |                           
|   | e)                        

F-10

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|Century Petroleum Corp.                    
|-------------------------------------------
|Notes to the Condensed Financial Statements
|(Expressed in US dollars)                  
|(unaudited)                                

|9. | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | As reflected in the accompanying financial statements,
      the Company has a deficit of $9,698,470 from inception and has a working
      capital deficit of $1,609,379 at January 31, 2009. 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-11

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Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors", that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States
Dollars (US$) 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. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this
quarterly report, particularly in the section entitled "Risk Factors".

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references to "common
shares" refer to the common shares in our capital stock.

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

Corporate History

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

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

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

We do not have any subsidiaries.

Our Current Business

We are an oil and gas exploration and production company. We
are engaged in the acquisition and exploration of oil and gas properties with a
view to exploiting any oil and gas reserves we discover. We are currently not
generating revenue from any of our properties and we intend to focus our efforts
on our current exploratory property interests for the next twelve months.

4

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

On November 1, 2006, we entered into an agreement whereby we
acquired from Kossic Oil & Gas LP, a 4% working interest in the Thunder Stud
Prospect, located in southern Louisiana. On October 25, 2007 we increased our
working interest in certain geologic objectives of well No. 1 to 5.44% .
Drilling on the property began in late January 2007 and operations were carried
out by Sterling Energy plc. Target depth for well No. 1 was reached in May 2007
and petrophysical analysis suggests that multiple pay horizons were encountered.
Testing operations of Well No. 1 were carried out in two intervals of the Yegua
formation. One of these intervals was deemed to be noncommercial, whilst the
other interval flowed oil and gas at a gross rate of 1,057 MCFD and 456BOPD.
Working interest partners are expected to drill Thunder Stud #2 confirmation
well in 2009. The second well will target a geologic structure interpreted to be
up-dip of the existing well control. At the close of the quarter ended January
31, 2009, we had spent $1,845,636.23 in the acquisition of the project, lease
renewals, drilling, completion and testing costs for this well.

On February 16, 2007, we entered into a letter of intent with
Houston Energy, Inc. and Red Willow Offshore, LLC. wherein we agreed to purchase
an undivided 8.92353% before casing point and 7.585% after casing point interest
on the Shadyside Prospect located in St. Mary Parish, Louisiana. The final
participation agreement and joint operating agreement for the prospect were
signed in May 2007 and drilling operations on the Shadyside #1 well started in
July 2007. Target depth was reached in September 2007. At that time, we
increased our working interest after casing point to 15.17% . On December 2007,
a production test was successfully completed and on January 7, 2008,
hydrocarbons production started. At the close of the quarter ended January 31,
2009, we had spent $1,332,021 on the acquisition of the project, lease renewals,
drilling, completion, testing and development costs for this well. In September
2007, Neumin Production Company replaced Red Willow Offshore LLC as the operator
of this well. A work-over program was carried our in December 2008, after which
time the well was deemed uneconomical and a decision to abandon the well was
made. During the nine months ended January 31, 2009, the Company recognized an
impairment of $725,606.

On May 8, 2007, we entered into a letter of intent with CTC
Minerals, Inc. wherein we agreed to purchase a 10% interest in the Alligator
Bayou Prospect located in Matagorda and Brazoria Counties, Texas. On July 12,
2007 we entered into a final purchase and sale agreement with CTC Minerals.
Drilling operations of the Alligator Bayou #1 well began in late April 2008 and
El Paso Corporation is the operator of the well. On April 20, 2008, our company
agreed to sell a 4% working interest in the property to three separate parties.
At the close of the quarter ended January 31, 2009, we had spent $2,738,282.49
on the acquisition of the project, lease rentals, drilling and geological
studies related to this prospect. As of January 31, 2009, the well reached total
depth of 23,830 feet and petrophysical analysis suggests that multiple pay
horizons were encountered. Partial testing operations have been carried out on
the well and are expected to continue into the second quarter of 2009.

Our plan of operation is to conduct exploration work on our
properties and prospects in order to ascertain whether they possess economic
quantities of hydrocarbons in accordance with available funds. There can be no
assurance that an economic hydrocarbon reserve exists on any of our exploration
prospects until appropriate exploration work is completed. In the past, our only
source of revenue was the production of the Shadyside #1 well, which has now
been abandoned.

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

5

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

|Date of Advance Request | Amount Advanced | Shares Issued | Warrants Issued
|----------------------- | --------------- | ------------- | ---------------
|Shares                  | Price           | Warrants      | Price          
|10 January 2007         | $500,000        | 248,756       | 2.01           
|25 January 2007         | $500,000        | 243,902       | 2.05           
|23 April 2007           | $500,000        | 495,050       | 1.01           
|02 July 2007            | $500,000        | 961,538       | 0.52           
|16 July 2007            | $1,000,000      | 1,785,714     | 0.56           
|14 September 2007       | $500,000        | 961,538       | 0.52           
|22 October 2007         | $500,000        | 757,576       | 0.66           
|11 March 2008           | $350,000        | 813,953       | 0.43           

On November 6, 2008, we issued 2,000,000 units at $0.15 per
unit for proceeds of $300,000 to an US accredited investor pursuant to the
exemption from registration provided for under Rule 506 of Regulation D,
promulgated under the United States Securities Act of 1933, as amended. Each
unit consisted of one common share and one and one half share purchase warrant.
Each whole warrant is exercisable within one year of the date of issuance at a
price of $0.20 per share.

Competition

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

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

Cash Requirements

Despite having earned revenues of $221,790 during the
nine-month period ended January 31, 2009, we have never been profitable. We
require additional funds of approximately $2,000,000 at a minimum to proceed
with our plan of operation over the next twelve months, exclusive of any
acquisition or exploration costs. As we do not have the funds necessary to cover
our projected operating expenses for the next twelve-month period, we will be
required to raise additional funds through the issuance of equity securities,
through loans or through debt financing. There can be no assurance that we will
be successful in raising the required capital or that actual cash requirements
will not exceed our estimates.

Our auditors have issued a going concern opinion for our year
ended April 30, 2008. This means that there is substantial doubt that we can
continue as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills. This is because we have not generated any
significant revenues and no significant

6

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revenues are anticipated until production on our properties
start. As we had cash in the amount of $1,477 and a negative working capital in
the amount of $1,609,379 as of January 31, 2009, we do not have sufficient
working capital to enable us to carry out our stated plan of operation for the
next twelve months. We will require additional funds to implement our growth
strategy in exploration operations. These funds may be raised through equity
financing, debt financing, or other sources, which may result in further
dilution in the equity ownership of our shares. We currently do not have any
arrangements in place for the completion of any debt financings or private
placement financings and there is no assurance that we will be successful in
completing any debt financing or private placement financing.

|Estimated Net Expenditures During the
      Next Twelve Months |  
|-------------------------------------------------------------- | -
|General and administrative                                     | $
|Exploration Expenses  Alligator Bayou                         | $
|Exploration Expenses  Shadyside                               | $
|Exploration Expenses  Thunder Stud                            | $
|Total                                                          | $

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

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles used 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.

We utilize the full-cost method of accounting for petroleum and
natural gas properties. Under this method, our 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, 2009, none of our properties has proven
reserves. When our 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 determined whether or not
proved reserves can be assigned to the properties. Until such determination is
made our company assesses annually whether impairment has occurred, and includes
in the amortization base drilling exploratory dry holes associated with unproved
properties.

Once we have evaluated our properties as proven, the costs are
transferred to the full cost pool. We then apply 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 a discount factor of ten percent and assuming
continuation of existing economic conditions; plus (B) the cost of

7

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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, we exclude 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.

Going Concern

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

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

Results of Operations

Three Months Ended January 31, 2009 and 2008

The following summary of our results of operations should be
read in conjunction with our financial statements for the quarter ended January
31, 2009 which are included herein.

Our operating results for the three months ended January 31,
2009, for the three months ended January 31, 2008 and the changes between those
periods for the respective items are summarized as follows:

|                                      | Three Months Ended
      January 31, 2009 | Three Months Ended
      January 31, 2008 | Change Between Three Month
      Period Ended January 31, 2009 and January
      31, 2008
|------------------------------------- | ----------------------------------------- | ----------------------------------------- | -----------------------------------------------------------------------------------------
|Revenue                               | $ 0                                       | $ 0                                       | $ 0                                                                                      
|Consulting Expenses                   | 556,350                                   | 658,483                                   | (102,133)                                                                                
|Depletion, Accretion and Amortization | 9,886                                     | 1,794                                     | 8,092                                                                                    
|Impairment of Oil and Gas Property    | 725,606                                   | 0                                         | 725,606                                                                                  
|General and Administrative            | 43,522                                    | 69,194                                    | (25,672)                                                                                 
|Production Expenses                   | 12,782                                    | 0                                         | 12,782                                                                                   
|Professional Fees                     | 16,084                                    | 6,668                                     | 9,416                                                                                    
|Other Income (Expenses)               | 399                                       | 2,036                                     | (1,637)                                                                                  
|Net loss                              | (1,363,831)                               | (734,103)                                 | (629,728)                                                                                

8

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Our financial statements report a net loss of $1,363,831 for
the three-month period ended January 31, 2009 compared to a net loss of $734,103
for the three-month period ended January 31, 2008. Our losses have increased
primarily as a result of an increase in depletion, accretion and amortization
costs, an increase in the impairment of oil and gas properties, an increase in
production expenses and an increase in professional fees.

During the three months ended January 31, 2009, we recorded an
impairment of $725,606 on the Shadyside property as the Company decided to
abandon the property after an unsuccessful workover program.

In recent months, oil and natural gas prices have continued to
decrease and may decrease further. Should the price for our products suffer
additional substantial decreases, our company might need to record additional
impairments to its capitalized oil and gas costs, based on the estimated value
of those reserves.

Nine Months Ended January 31, 2009 and 2008

Our operating results for the nine months ended January 31,
2009, for the nine months ended January 31, 2008 and the changes between those
periods for the respective items are summarized as follows:

|                                      | Nine Months Ended January
      31, 2009 | Nine Months Ended January
      31, 2008 | Change Between **Nine Month
      Period Ended** January 31, 2009 and January 31,
      2008
|------------------------------------- | ---------------------------------------- | ---------------------------------------- | --------------------------------------------------------------------------------------------
|Revenue                               | $ 221,790                                | $ 0                                      | $ 221,790                                                                                   
|Consulting Expenses                   | 1,712,617                                | 1,830,866                                | (118,249)                                                                                   
|Depletion, Accretion and Amortization | 108,903                                  | 5,221                                    | 103,682                                                                                     
|Impairment of Oil and Gas Property    | 1,913,276                                | 0                                        | 1,913,276                                                                                   
|General and Administrative            | 157,963                                  | 219,706                                  | (61,743)                                                                                    
|Production Expenses                   | 33,734                                   | 0                                        | 33,734                                                                                      
|Professional Fees                     | 47,296                                   | 30,215                                   | 17,081                                                                                      
|Other Income (Expenses)               | 2,666                                    | 9,862                                    | (7,196)                                                                                     
|Net loss                              | (3,749,333)                              | (2,076,146)                              | (1,673,187)                                                                                 

Our financial statements report a net loss of $3,749,333 for
the nine-month period ended January 31, 2009 compared to a net loss of
$2,076,146 for the nine-month period ended January 31, 2008. Our losses have
increased primarily as a result of an increase in depletion, accretion and
amortization, an increase in the impairment of oil and gas properties, an
increase in production expense and an increase in professional fees.

9

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Liquidity and Financial Condition

Working Capital

|                    |   |                 |   |   | At        | 
|------------------- | - | --------------- | - | - | --------- | 
|                    |   | At              |   |   | April 30, | 
|                    |   | January 31,2009 |   |   | 2008      | 
|Current assets      | $ | 8,989           |   | $ | 1,019,024 | 
|Current liabilities |   | 1,618,368       |   |   | 553,043   | 
|Working capital     | $ | (1,609,379      | ) | $ | 465,981   | 

Cash Flows

|                                            |   | Nine Months Ended |  
|------------------------------------------- | - | ----------------- | -
|                                            |   | January 31,       |  
|                                            |   | 2009              |  
|Cash flows used in operating activities     | $ | (40,361           | )
|Cash flows used in investing activities     |   | (886,834          | )
|Cash flows provided by financing activities |   | 800,000           |  
|Net decrease in cash during period          | $ | (127,195          | )

Operating Activities

Net cash used by operating activities was $40,361 during the
nine months ended January 31, 2009 compared with net cash used in operating
activities of $530,407 in the same period in 2008.

Investing Activities

Net cash used in investing activities was $886,834 in the nine
months ended January 31, 2009 compared to net cash used in investing activities
of $2,680,993 in the same period in 2008. During the nine months ended January
31, 2009, the $886,834 in net cash used in investing activities was from
$490,332 in payments received on notes receivable, offset by $1,377,166 in
purchases of oil and gas interests.

Financing Activities

Net cash provided by financing activities was $800,000 during
the nine months ended January 31, 2009 compared to $2,495,402 in the same period
in 2008. The main reason for the change was no funds were raised by way of
private placements during the nine months ended January 31, 2009 compared to
$2,500,000 in the same period in 2008.

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

Off-Balance Sheet Arrangements

We have no significant 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 are
material to stockholders.

Recently Issued Accounting Standards

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements  an amendment of ARB No. 51.
This statement improves the relevance, comparability, and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards that
require; the ownership interests in subsidiaries held by parties other than the
parent and the amount of consolidated net income attributable to the parent and
to the noncontrolling interest be clearly identified and presented on the face
of the consolidated statement of income, changes in a parents ownership

10

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interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. SFAS No. 160 affects
those entities that have an outstanding noncontrolling interest in one or more
subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. Early adoption is prohibited. The adoption of this
statement is not expected to have a material effect on our company's financial
statements.

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

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities  an amendment to FASB Statement
No. 133. SFAS No. 161 is intended to improve financial standards for derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity's financial position,
financial performance, and cash flows. Entities are required to provide enhanced
disclosures about: (a) how and why an entity uses derivative instruments; (b)
how derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations; and (c) how derivative
instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years beginning after November 15, 2008, with early adoption
encouraged. The adoption of this statement is not expected to have a material
effect on our companys financial statements.

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

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

Item 4. Controls and Procedures

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and

11

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reported within the time periods specified in the Securities
and Exchange Commission's rules and forms, and that such information is
accumulated and communicated to our management, including our president (also
our principal executive officer) and our chief financial officer, secretary and
treasurer (also our principal financial officer and principal accounting
officer) to allow for timely decisions regarding required disclosure.

As of January 31, 2009, the end of our third quarter covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president (also our principal executive officer) and our
chief financial officer, secretary and treasurer (also our principal financial
officer and principal accounting officer), of the effectiveness of the design
and operation of our disclosure controls and procedures. Based on the foregoing,
our president (also our principal executive officer) and our chief financial
officer, secretary and treasurer (also our principal financial officer and
principal accounting officer) concluded that our disclosure controls and
procedures were effective in providing reasonable assurance in the reliability
of our financial reports as of the end of the period covered by this quarterly
report.

Inherent limitations on effectiveness of
controls

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

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during the quarter ended January 31, 2009 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

Risks Associated With Our Business

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

We are an early stage exploration and production company with
only a limited operating history upon which to base an evaluation of our current
business and future prospects, and we have just begun to implement our business
plan, having started in the oil and gas exploration and development industry in
June of 2006. Our operations will be

12

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subject to all the risks inherent in the establishment of a
developing enterprise and the uncertainties arising from the absence of a
significant operating history. If we cannot successfully implement our business
plan and we are not able to operate profitably, you could lose some or all of
your investment in our company.

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

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

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

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

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

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

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

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

Oil and natural gas operations are subject to federal, state,
and local laws relating to the protection of the environment, including laws
regulating removal of hydrocarbons from the ground and the discharge of
materials into the environment. Oil and natural gas operations are also subject
to federal, state, and local laws and regulations which seek to maintain health
and safety standards by regulating the design and use of drilling methods and
equipment. Various permits from government bodies are required for drilling
operations to be conducted; no assurance can be given that standards imposed by
federal, provincial, or local authorities may be changed and any such changes
may have material adverse effects on our activities. Moreover, compliance with
such laws may cause substantial delays or require capital outlays in excess of
those anticipated, thus causing an adverse effect on us.

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Additionally, we may be subject to liability for pollution or
other environmental damages. To date, we have not been required to spend any
material amount on compliance with environmental regulations. However, we may be
required to do so in the future and this may affect our ability to expand or
maintain our operations.

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

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

As of January 31, 2009, none of our properties has proven
reserves. We have not yet established any reserves and resources on our
exploratory properties and we cannot assure you that we will ever establish any
reserve or resources on them.

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

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

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

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

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

We had cash in the amount of $1,477 and working capital deficit
of $1,609,379 as at January 31, 2009. We have had limited income from operations
during our last quarter ended January 31, 2009. Our business plan calls for
substantial investment and cost in connection with the acquisition and
exploration of our properties currently under lease and option. Any direct
acquisition of the claim under lease or option is subject to our ability to
obtain the financing necessary for us to fund and carry out exploration programs
on the properties. The requirements are substantial. While we have arranged for
advances of up to $5,000,000 from E&P Investments GmbH by way of a share
issuance agreement entered into on December 15, 2006, and while we have received
advances for $4,350,000

14

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from the date of the share issuance agreement to January 31,
2009, there can be no assurances that we will receive any further funds from
E&P Investments. Obtaining additional financing would be subject to a number
of factors, including market prices for resources, investor acceptance of our
properties and investor sentiment. These factors may negatively affect the
timing, amount, terms or conditions of any additional financing available to us.
The most likely source of future funds presently available to us is through the
sale of equity capital, sale of assets and loans. Any sale of share capital will
result in dilution to existing shareholders.

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

Despite having earned revenues of $221,790 during the
nine-month period ended January 31, 2009, we have never been profitable. We were
incorporated in December 2004 and to date have been involved primarily in
organizational activities and limited exploration activities. Before we are able
to generate significant additional revenue, we will incur substantial operating
and exploration expenditures. We therefore expect to incur significant losses
into the foreseeable future. We have limited operating history upon which an
evaluation of our future success or failure can be made. Our net loss from
inception to January 31, 2009 is $9,698,470. We recognize that if we are unable
to generate revenues from our activities, we will not be able to earn profits or
continue operations. We cannot guarantee that we will be successful in raising
capital to fund these operating losses or generate significant additional
revenues in the future. We can provide investors with no assurance that we will
ever achieve profitable operations. If we are unsuccessful in addressing these
risks, our business will most likely fail and our investors could lose their
investment.

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

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

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

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

Risks Associated with Our Common Stock

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

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

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Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and the NASDs sales practice
requirements, which may limit a stockholders ability to buy and sell our
stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, FINRA has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. Prior
to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customers financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. FINRA requirements make it more difficult
for broker-dealers to recommend that their customers buy our common stock, which
may limit your ability to buy and sell our stock.

Other Risks

Trends, Risks and Uncertainties

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

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

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

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Item 5. Other Information

None.

Item 6. Exhibits

|Exhibit | Description                                                                                                                                                                                                            
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                        
|(3)     | (i) Articles of Incorporation;
      and (ii) Bylaws                                                                                                                                                                   
|        |                                                                                                                                                                                                                        
|3.1     | Articles of Incorporation
        (incorporated by reference from our Form SB-2 Registration Statement,
        filed on July 8, 2005).                                                                                
|        |                                                                                                                                                                                                                        
|3.2     | Bylaws (incorporated
        by reference from our Form SB-2 Registration Statement, filed on July
        8, 2005).                                                                                                   
|        |                                                                                                                                                                                                                        
|(10)    | Material Contracts                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                        
|10.1    | Purchase and
        Sale Agreement dated April 10, 2005 between our company and Multi Metal
        Mining Corp. (incorporated by reference from our Form SB-2 Registration
        Statement, filed on July 8, 2005).
|        |                                                                                                                                                                                                                        
|10.2    | Asset Purchase
        Agreement dated June 15, 2006 between our company and Site Drilling Force
        Limited (BVI) (incorporated by reference from our Current Report on Form
        8-K, filed on June 20, 2006).
|        |                                                                                                                                                                                                                        
|10.3    | Assignment dated
        August 10, 2006 (incorporated by reference from our Current Report on
        Form 8-K, filed on August 17, 2006).                                                                            
|        |                                                                                                                                                                                                                        
|10.4    | Executive Employment
        Agreement with James B. Hersch (incorporated by reference from our Current
        Report on Form 8-K, filed on October 5, 2006).                                                         
|        |                                                                                                                                                                                                                        
|10.5    | Amendment Agreement
        with James B. Hersch (incorporated by reference from our Current Report
        on Form 8-K, filed on January 17, 2007).                                                                   
|        |                                                                                                                                                                                                                        
|10.6    | Share Issuance
        Agreement dated the 15th day of December 2006 (incorporated by reference
        from our Current Report on Form 8-K, filed on December 19, 2006).                                              
|        |                                                                                                                                                                                                                        
|10.7    | Letter of Intent
        with Houston Energy, Inc. and Red Willow Offshore, LLC dated February
        16, 2007 (incorporated by reference from our Current Report on Form 8-K,
        filed on February 26, 2007).   
|        |                                                                                                                                                                                                                        
|10.8    | Purchase and
        sale agreement with CTC Minerals, Inc. (incorporated by reference from
        our Current Report on Form 8-K, filed on July 25, 2007).                                                           
|        |                                                                                                                                                                                                                        
|(31)    | 302 Certification                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                        
|31.1*   | Section
        302 Certification under Sarbanes-Oxley Act of 2002 of James B. Hersch.                                                                                                                                 
|        |                                                                                                                                                                                                                        
|31.2*   | Section
        302 Certification under Sarbanes-Oxley Act of 2002 of Johannes T. Petersen.                                                                                                                            
|        |                                                                                                                                                                                                                        
|(32)    | 906 Certification                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                        
|32.1*   | Section
        906 Certification under Sarbanes-Oxley Act of 2002 of James B. Hersch.                                                                                                                                 
|        |                                                                                                                                                                                                                        
|32.2*   | Section
        906 Certification under Sarbanes-Oxley Act of 2002 of Johannes T. Petersen.                                                                                                                            

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|                      | CENTURY PETROLEUM CORP.                          
|--------------------- | -------------------------------------------------
|                      | (Registrant)                                     
|                      |                                                  
|                      |                                                  
|Dated: March 23, 2009 | ****/s/ ********James B.
      Hersch************
|                      | James B. Hersch                                  
|                      | President and Director                           
|                      | (Principal Executive Officer)                    
|                      |                                                  
|                      |                                                  
|                      |                                                  
|Dated: March 23, 2009 | /s/
      **Johannes T. Petersen**********       
|                      | Johannes T. Petersen                             
|                      | Chief Financial Officer, Secretary and Director  
|                      | (Principal Accounting Officer and Principal      
|                      | Financial Officer)                               

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