UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

(X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended July 31, 2005
      OR
( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from _________ to ___________.

COMMISSION FILE NUMBER:  0-27659
                         -------

                          CANWEST PETROLEUM CORPORATION
        (Exact name of small business issuer as specified in its charter)

              Colorado                                       98-0461154
    -------------------------------                      --------------------
    (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                       Identification No.)

        206-475 Howe Street, Vancouver, British Columbia, Canada V6C 2B3
        ----------------------------------------------------------------
                    (Address of principal executive offices)

                                 (604) 685-8355
                                 --------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.
YES |X|    NO |_|

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

The number of shares outstanding of the issuer's classes of common equity, as of
September 13, 2005 was 67,646,692 shares of Common Stock.

    Transitional Small Business Disclosure Format (check one): YES |_|    NO |X|


<PAGE>

                          CANWEST PETROLEUM CORPORAITON
                                      Index

                                                                            Page
PART I. FINANCIAL INFORMATION

         Item 1. Financial Statements of CanWest Petroleum Corporation         1

              Consolidated Balance Sheets (U.S. Dollars) as at July 31, 2005
              (UNAUDITED) and April 30, 2005                                   2

              Consolidated Statements of Operations (U.S. Dollars)
              for the three months ended July 31, 2005
              and 2004 (UNAUDITED)                                             3

              Consolidated Statements of Stockholders' Equity (Deficiency)
              (U.S. Dollars) for the three months ended July 31, 2005
              (UNAUDITED) and the year ended April 30, 2005                    4

              Consolidated Statements of Cash Flows for the three months
              ended July 31, 2005 and 2004 (UNAUDITED)                         5

              Notes to Consolidated Financial Statements for the three
              months ended July 31, 2005 (UNAUDITED)                           6


         Item 2. Management's Discussion and Analysis of Financial
              Conditions and Plans of Operations                              22

         Item 3. Controls and Procedures                                      26

PART II. OTHER INFORMATION                                                    27

         Item 1. Legal Proceedings                                            27
         Item 2. Changes in Securities; Recent Sales of Unregistered
         Securities                                                           27

         Item 5. Other Information                                            27
         Item 6. Exhibits                                                     31

         Signatures                                                           32

<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                        Consolidated Financial Statements
                    For The Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)
                                 (U.S. Dollars)


<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
                   Consolidated Balance Sheets (U.S. Dollars)

<TABLE>
<CAPTION>
                                                                             July 31,          April 30,
                                                                               2005              2005
                          ASSETS                                           (UNAUDITED)         (AUDITED)
                                                                           ------------      ------------
<S>                                                                        <C>               <C>
Current
     Cash                                                                  $  5,261,765      $  1,022,175
     Accounts Receivable                                                         19,204            20,327
     Exploration Advances and Deposits                                          101,356           167,283
     Prepaid expenses                                                           645,000                --
                                                                           ------------      ------------
                                                                              6,027,325         1,209,785
Properties (note 4)                                                           6,642,809         5,773,464
Earth Energy License Agreement (note 10)                                              1                 1
Investment in Energy 51 Inc. (note 13)                                          310,291           310,291
Investment in Uranium Holdings Corporation (note 4b)                                815               815
                                                                           ------------      ------------
                                                                           $ 12,981,241      $  7,294,356
                                                                           ============      ============
                                   LIABILITIES
Current
    Accounts Payable (notes 2 and 9)                                       $  2,054,113      $  2,029,734
    Convertible Debentures  (note 12)                                         2,930,082           876,073
    Due to Related Parties (note 8)                                             126,062            69,689
                                                                           ------------      ------------
                                                                              5,110,257         2,975,496
Future Income taxes (Note 15)                                                    11,249           142,594
Non-controlling shareholder interest (Note 4(d))                              3,987,473           448,224
                                                                           ------------      ------------
                                                                              9,108,979         3,566,314
                                                                           ------------      ------------
Commitments and contingencies (notes 2, 4, 5, 6, 7, 9, 11,
  12,14,15, and 16)
                              STOCKHOLDERS' EQUITY
Capital Stock
Authorized
     100,000,000 Common stock with a par value of $0.001 each (note 5)
     10,000,000 Preferred stock with a par value of $0.001 each
Issued
     61,842,534 Common stock (note 5)                                            61,843
     58,408,661 Common stock                                                                       58,409
Treasury Stock                                                                      (23)              (23)
Additional Paid-in Capital                                                   17,196,599        13,835,455
Deficit Accumulated During Exploration Stage                                (13,203,672)       (9,999,965)
Other Comprehensive Loss                                                       (182,485)         (165,834)
                                                                           ------------      ------------
                                                                              3,872,262         3,728,042
                                                                           ------------      ------------
                                                                           $ 12,981,241      $  7,294,356
                                                                           ============      ============
</TABLE>

See Notes to Consolidated Financial Statements


                                       2
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
              Consolidated Statements of Operations (U.S. Dollars)
                      (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>
                                                                             From inception
                                                                             on April 3, 1998
                                             Three months Ended July 31,     through July 31,
                                               2005              2004             2005
                                           ------------      ------------     ------------
<S>                                        <C>               <C>              <C>
Expenditures
     Non-cash financing expenses           $  1,814,559      $         --     $  4,238,714
     Consulting                                 819,276           233,239        3,129,632
     Exploration costs                          362,415           170,254        2,187,376
     Advertising and Promotion                  268,061            68,733        1,141,991
     Professional Fees                           87,621            67,186          809,526
     Office                                      35,246             8,168          141,962
     Management Fee                              18,000            18,000          432,602
     Interest and Bank Charges                   16,732            55,668          185,351
     Rent                                        14,405             4,076           90,324
     Travel                                      12,585             6,071          163,720
     Transfer Agent Fees                         11,021             7,834           90,280
     Equity loss from investment                     --                --           19,713
     Incorporation cost written off                  --                --              700
     Write-off of Exploration Property               --                --          856,359
    Write down of licence                            --                --          106,507
                                           ------------      ------------     ------------
Net loss before income tax recovery
  and minority interest                       3,459,921           639,229       13,594,757
Income tax recovery                             (17,481)               --          (56,866)
                                           ------------      ------------     ------------
Net loss before minority interest             3,442,440           639,229       13,537,891
Minority interest                              (238,733)               --         (334,219)
                                           ------------      ------------     ------------
Net Loss for period                        $  3,203,707      $    639,229     $ 13,203,672
                                           ============      ============     ============
Net Loss Per Share                         $       0.05      $      0.03
                                           ============      ============
Weighted Average Number of
  Shares Outstanding                         60,353,221        21,203,314
                                           ============      ============
</TABLE>

See Notes to Consolidated Financial Statements


                                       3
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
   Consolidated Statements of Stockholders' Equity (Deficiency) (U.S. Dollars)
              For the Three Months Ended July 31, 2005 (unaudited)
                          and Year Ended April 30, 2005

<TABLE>
<CAPTION>
                                                                                                        Deficit
                                                                                                      Accumulated      Total
                                                                           Additional      Other       During the    Stockholders
                                       Common Stock       Treasury Stock     Paid-in    Comprehensive  Exploration      Equity
                                    Shares    par Value  Shares   Par Value  Capital    income (loss)    Stage      (Deficiency)
<S>                                <C>         <C>        <C>      <C>    <C>            <C>         <C>            <C>
Balance. April 30, 2004            20,784,838  $ 20,785   (23,000) $ (23) $ 2,955,768    $ (112,564) $ (4,890,892)  $ (2,026,926)
Common stock issued for:
  Settlement of debt               16,607,161    16,607        --     --    3,752,292            --            --      3,768,899
  Cash                              3,801,972     3,802        --     --      998,555            --            --      1,002,357
  Services                          4,436,566     4,437        --     --    1,245,290            --            --      1,249,727
  Property                         12,778,124    12,778        --     --    2,855,441            --            --      2,868,219
Stock option compensation expense          --        --        --     --       68,552            --            --         68,552
Beneficial conversion feature of
  convertible debentures                   --        --        --     --    1,959,557            --            --      1,959,557
Other comprehensive (loss)                 --        --        --     --           --       (53,270)           --        (53,270)
Net loss                                   --        --        --     --           --            --    (5,109,073)    (5,109,073)
                                   ----------  --------   -------  -----  -----------    ----------  ------------    -----------
Balance. April 30, 2005            58,408,661    58,409   (23,000)   (23)  13,835,455      (165,834)   (9,999,965)     3,728,042
Common stock issued for:
  Settlement of debt                  250,000       250        --     --      107,750            --            --        108,000
  Cash                                547,555       548        --     --      191,096            --            --        191,644
  Cashless exercise of warrants       636,318       636        --     --         (636)           --            --              -
  Services                          2,000,000     2,000        --     --      858,000            --            --        860,000
Stock option compensation expense          --        --        --     --      390,375            --            --        390,375
Beneficial conversion feature of
  convertible debentures and warrants      --        --        --     --    1,814,559            --            --      1,814,559
Other comprehensive (loss)                 --        --        --     --           --       (16,651)           --        (16,651)
Net loss                                   --        --        --     --           --            --    (3,203,707)    (3,203,707)
                                   ----------  --------   -------  -----  -----------    ----------  ------------    -----------
Balance. July 31, 2005             61,842,534  $ 61,843   (23,000) $ (23) $17,196,599    $ (182,485) $(13,203,672)   $ 3,872,262
                                   ==========  ========   =======  =====  ===========    ==========  ============    ===========
</TABLE>

See Notes to Consolidated Financial Statements


                                       4
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
              Consolidated Statements of Cash Flows (U.S. Dollars)
                      (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>
                                                                                     From inception
                                                    For the Three Months Ended       on April 3, 1998
                                                              July 31,                  to July 31,
                                                       2005             2004              2005
                                                   ------------      ------------      ------------
<S>                                                <C>               <C>               <C>
Operating Activities
Net loss                                           $ (3,203,707)     $   (639,229)     ($13,203,672)
Adjustments to reconcile net
loss to net cash used operating activites
  Stock option compensation expenses                    390,375                --           701,991
  Consulting expenses acquired for shares               215,000           219,960         1,633,000
  Exploration costs acquired for shares                      --                --           225,998
  Equity loss from investment                                --                --            19,713
  Non cash financing expense                          1,814,559                --         4,238,714
  Write-down of exploration property                         --                --           856,359
  Write-down of licence                                      --                             106,507
  Income tax recovery                                   (17,481)                            (56,866)
  Minority interest                                    (238,733)                           (334,219)
Changes in Non-cash Working Capital
   Accounts Recievable                                   67,050             9,764          (120,560)
   Accounts Payable                                     115,728           127,903         2,660,107
                                                   ------------      ------------      ------------
                                                       (857,209)         (281,602)       (3,272,928)
                                                   ------------      ------------      ------------
Investing Activity
   Earth Energy Licence                                      --                --          (106,508)
   Property acquisitions                               (869,345)          (96,708)       (4,322,334)
  Investment in Energy 51 Inc.                               --           (75,818)         (310,291)
                                                   ------------      ------------      ------------
                                                       (869,345)         (172,526)       (4,739,133)
                                                   ------------      ------------      ------------
Financing Activities
   Issuance of shares for cash                          191,644            40,000         2,600,037
   Convertible debentures                             2,054,009            55,333         5,578,132
   Common stock returned to treasury                         --                --           (15,212)
   Advances from related parties                         56,373            (5,661)          721,062
  Future income taxes                                  (113,864)                             68,115
  Minority interest                                   3,777,982                           4,321,692
  Cheques issued in excess of funds on deposit               --            15,820                --
                                                   ------------      ------------      ------------
                                                      5,966,144           105,492        13,273,826
                                                   ------------      ------------      ------------
Inflow (Outflow) of Cash                              4,239,590          (348,636)        5,261,765
Cash, Beginning of period                             1,022,175           348,636                --
                                                   ------------      ------------      ------------
Cash, End of Period                                $  5,261,765      $         --      $  5,261,765
                                                   ============      ============      ============

Non-Cash Financing Activitites
   Common stock deemed to be issued
     for resource properties                       $         --      $  2,868,219      $  3,336,998
                                                   ============      ============      ============
  Warrants granted on purchase of
    resource properties                            $         --      $         --      $     50,000
                                                   ============      ============      ============
Common stock issued for services                   $    860,000      $  1,249,727      $  2,391,667
                                                   ============      ============      ============
Common stock issued for debt                       $    108,000      $  3,768,899      $  3,876,899
                                                   ============      ============      ============
</TABLE>

See Notes to Consolidated Financial Statements


                                       5
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)


1.    BASIS OF PRESENTATION

      These unaudited consolidated financial statements have been prepared in
      accordance with generally accepted accounting principles in the United
      States of America for interim financial information. These financial
      statements are condensed and do not include all disclosures required for
      annual financial statements. The organization and business of the Company,
      accounting policies followed by the Company and other information are
      contained in the notes to the Company's audited consolidated financial
      statements filed as part of the Company's April 30, 2005 Form 10KSB, as
      amended.

      In the opinion of the Company's management, these consolidated financial
      statements reflect all adjustments necessary to present fairly the
      Company's financial position at July 31, 2005 and April 30, 2005 and the
      results of operations and the statement of cash flows for the three months
      ended July 31, 2005. The results of operations for the three months ended
      July 31, 2005 are not necessarily indicative of the results to be expected
      for the entire fiscal year.

      These consolidated financial statements include the accounts of the
      Company, formerly called Uranium Power Corporation, and the following:

      -     its wholly owned subsidiary, Anhydride Petroleum (USA), Inc.
            ("Anhydride USA") and Anhydride USA's wholly owned subsidiary
            Anhydride Petroleum (Canada) Inc. ("Anhydride Canada") both acquired
            April 30, 2002;

      -     Oilsands Quest Inc. ("OQI") in which the Company held a 54.55%
            interest (note 4(d));

      -     Western Petrochemicals Corp. ("Western Petrochemicals") in which the
            Company holds a 97.53% interest (note 4(c)); and

      -     Township Petroleum Corporation ("Township") in which the Company
            holds a 100% interest.

      All intercompany transactions have been eliminated.

2.    GOING CONCERN

      These financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States of America
      on a going-concern basis. This presumes funds will be available to finance
      on-going development, operations and capital expenditures and the
      realization of assets and the payment of liabilities in the normal course
      of operations for the foreseeable future. Management intends to raise
      additional capital through share issuances to finance operations and
      invest in other business opportunities.

      The Company has a minimal working capital and other capital resources
      presently available to meet obligations which normally can be expected to
      be incurred by similar companies.


                                       6
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)

2.    GOING CONCERN (continued)

      Included in accounts payable is $708,660 payable by Anhydride Canada.
      Certain of the creditors of Anhydride Canada have threatened receivership
      proceedings against Anhydride Canada unless they are paid in full.
      Anhydride Canada does not have the resources to meet these demands and the
      Company has determined that it will not commit resources to Anhydride
      Canada or defend such action should the creditors take it. To date no
      formal action has been taken by the Anhydride Canada creditors.

      The outcome of the above matters cannot be predicted. These financial
      statements do not give effect to any adjustments to the amounts and
      classification of assets and liabilities, which might be necessary should
      the Company be unable to continue as a going concern.

      These factors raise substantial doubt about the Company's ability to
      continue as a going-concern which is dependent on the Company's ability to
      obtain and maintain an appropriate level of financing on a timely basis
      and to achieve sufficient cash flows to cover obligations and expenses.

3.    LOSS PER SHARE

      Net loss per share computations is based on the weighted average number of
      shares outstanding during the period. Common stock equivalents have not
      been included as their effects are anti-dilutive.

4.    PROPERTIES

<TABLE>
<CAPTION>
                            Hocking Lake and
                               Henday Lake     Pasquia Hills,     Firebag, Sask.
                               Properties     Oil Shale Project  Tar Sands Project     Total
                               (note 4(a))       (note 4(c))       (note 4(d))
                               ----------        ----------        ----------        ----------
<S>                            <C>               <C>               <C>               <C>
Balance April 30, 2004         $        1        $  118,455        $       --        $  118,456
Acquisition of property                --         3,294,237         2,360,771         5,655,008
                               ----------        ----------        ----------        ----------
Balance April 30, 2005                  1         3,412,692         2,360,771         5,773,464
Acquisition of property                --            50,171           819,174           869,345
                               ----------        ----------        ----------        ----------
Balance July 31, 2005          $        1        $3,462,863        $3,179,945        $6,642,809
                               ==========        ==========        ==========        ==========
</TABLE>


                                       7
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)

4.    PROPERTIES (continued)

      (a)   Hocking Lake Property and Henday Lake Property

      By agreement dated April 13, 1998, the Company acquired all the assets of
      Athabasca Uranium Syndicate (a British Columbia, Canada syndicate) which
      consisted of cash and the Hocking Lake Property and Henday Lake Property.
      These properties were acquired in 1997 by the syndicate for $59,459 (CDN -
      $82,270) being the sellers' historical cost as the sellers were the
      controlling stockholders.

      Consideration given to the members of the syndicate was 6,000,000 common
      stock of the Company at a par value of $0.001 each. The cost of the assets
      acquired totalled $97,834.

      The Henday Lake Property was transferred to Uranium Holdings Corporation
      in December 2000 (note 4(b)). As of April 30, 2002 all claims related to
      the Hocking Lake Property had lapsed.

      (b)   Uranium Holdings Corporation

      Pursuant to a letter of intent dated December 1, 2000 with one of its
      stockholders, the Company transferred all its rights to the Henday Lake
      Property to a newly formed company, Uranium Holdings Corporation ("UHC"),
      a Nevada Corporation, in exchange for $131,183 (CDN - $199,713) to be
      spent on the Henday Lake Property and 20% of the equity of UHC.

      As part of the agreement, the Company executed a note in favour of UHC for
      $38,005 (CDN - $58,376). The note is non-interest bearing and payable on
      demand upon the closure of the sale of controlling interest in the Company
      to a third party, or at such time as the Company acquires funds from
      another source. During the year ended April 30, 2003, the Company repaid
      the loan in full.

      The Company will continue to hold a 20% interest in the claims transferred
      to UHC regardless of the equity issued subsequent to the incorporation of
      UHC. The Company shall have a carried interest in the claims until such
      time as a total of $163,334 (CDN - $250,000) inclusive of the $94,080 (CDN
      - $144,000) required for the first work program has been expended.
      Subsequent to such expenditure, the Company shall retain the right to
      participate on the same basis as the investors in future expenditure
      programs on a pro-rata basis. Should the Company not provide the requested
      funds within 30 days of written demand, the Company's 20% interest shall
      be reduced in such manner as may reasonably be negotiated between the
      parties. As of April 30, 2005, $496,619 (2004 - $475,584) had been spent
      on the property. During the year ended April 30, 2005, the Company
      expended $4,207 (2004 - $59,525) to maintain its 20% interest in the
      claims. Subsequent to April 30, 2005 the Company has not been called to
      expend any money to maintain its interest.


                                       8
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)

4.    PROPERTIES (continued)

      (c)   Pasquia Hills, Oil Shale Project

      During the year ended April 30, 2004, the Company acquired the right to
      acquire a 60% joint venture interest in the Pasquia Hills oil shale
      project, covering approximately 700,000 acres located in the Pasquia Hills
      area of Saskatchewan, from Western Petrochemicals. Pursuant to the
      agreement the Company has made a payment of $26,090 to Western
      Petrochemicals and has paid certain other costs on Western Petrochemicals
      behalf which have been included in property acquisition costs. The Company
      also acquired the rights to a farm-in agreement on the Pasquia Hills land
      from a non-related company for 92,000 shares of common stock, with a cost
      of $36,114, and a cash payment of $29,923.

      On April 21, 2005 the Company issued 10,728,124 common shares for a 97.53%
      interest in Western Petrochemicals Corp., which holds the permits to the
      Pasquia Hills, Oil Shale Project. At the time the shares were issued
      Western Petrochemicals liabilities exceeded its assets by $926,200 and
      this along with $2,209,219 for the common shares issued has been recorded
      as Pasquia Hills property acquisition costs.

      (d)   Firebag, Sask., Tar Sands Project

      During the year ended April 30, 2005 the Company acquired a 49% interest
      in the Firebag, Saskatchewan prospect that covers approximately 2,000
      square miles in northwestern Saskatchewan along the Alberta border. The
      prospective lands host Fort McMurray and Wabiskaw Palo channel zones
      containing Athabasca Oil Sands. This interest was acquired for $769,125
      ($1 million CDN), 50,000 common shares with a deemed value of $19,000 and
      a 2.5% gross overriding royalty.

      The Company had another agreement to purchase the remaining 51% interest
      through the indirect purchase of 100% of the issued and outstanding shares
      of American Oilsands Company Inc., a private Alberta, Canada, company, for
      $1,202,131 ($1,500,000 CDN), 2 million common shares and $0.11 per barrel
      in royalties. Included in property costs for the year ended April 30, 2005
      is non-refundable payment of $437,962 ($550,000 CND) that the Company made
      towards this purchase and $640,000 related to the issuance of the 2
      million common shares by the Company.

      The 49% interest in the Firebag Saskatchewan prospect is held by the
      Company's subsidiary OQI. The Company, acquired OQI on September 24, 2004
      and held all 100 of the issued and outstanding shares. In order to finance
      the purchase OQI borrowed $794,534 ($1 million CDN) from the Company by
      way of a convertible note. This convertible note is due September 29,
      2008, bears interest at 3% and is convertible into common shares of OQI at
      $1.06 ($1.30 CND) per share.


                                       9
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)

4.    PROPERTIES (continued)

      (d)   Firebag, Sask., Tar Sands Project (continued)

      In order to secure management, raise funds for the exploration of the
      project and the payment required for the remaining 51% of the project OQI
      issued 3 million OQI shares to OQI management and 6,999,900 OQI shares to
      the Company all at $.001 per share.

      Additional private placements by OQI during the year ended April 30, 2005
      were as follows:

      -     Raised by way of a private placement $166,852 through the sale of
            420,000 common shares;

      -     OQI issued 315,000 common shares, pursuant to which income tax
            deductions pertaining to exploration equal to the proceeds are
            claimable by the investors ("Flow-through Common Shares"), for
            proceeds of $500,556 ($630,000 CND) and 5,875 warrants to finders in
            relation to the sale of these shares whereby each warrant may be
            converted into one common share at $1.59 ($2.00 CND) until June 30,
            2006; and

      -     OQI issued 15,000 common shares and 37,500 Flow-through Common
            Shares for proceeds of $78,659 ($99,000 CND), 375 warrants to
            finders in relation to the sale of these shares whereby each warrant
            may be converted into one common share at $1.28 ($1.60 CND) until
            October 1, 2006 and 625 warrants to finders in relation to the sale
            of these shares whereby each warrant may be converted into one
            common share at $1.59 ($2.00 CND) until October 1, 2006.

      OQI also issued $876,073 ($1,100,000 CDN) 3% unsecured convertible
      debentures which mature as to $238,929 ($300,000 CDN) on February 28,
      2008, $79,643 ($100,000 CDN) on April 1, 2008 and $557,501 ($700,000 CDN)
      on April 15, 2008. The notes are convertible into common shares of OQI at
      a rate of $0.99 ($1.25 CDN) for one year following their issuance and then
      at $1.27 ($1.60 CND) per share until maturity. In conjunction with this
      offering OQI also issued 343,750 warrants to purchase that same number of
      common shares at a price of $1.27 ($1.60 CND) until the earlier of i) the
      Company being listed for trading on a recognized stock exchange or ii) the
      maturity date.

      In conjunction with the above noted convertible debentures and warrant
      issuances the Company incurred $372,421 in non-cash financing expense.

      OQI issued 300,000 options to acquire that same number of shares at $0.40
      ($0.50 CND) until November 12, 2009, subject to a vesting period of one
      year. During the three months ended July 31, 2005 100,000 of these options
      expired and were cancelled. Included in consulting expense is stock option
      compensation expense of $27,738 related to these options.


                                       10
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)

4.    PROPERTIES (continued)

      (d)   Firebag, Sask., Tar Sands Project (continued)

      From the proceeds of the share issuances and convertible debentures OQI
      made non-refundable property payments of $406,629 ($500,000 CND) towards
      the purchase of the remaining 51% of the project leaving a commitment to
      pay $357,540 ($450,000 CND) as at April 30, 2005.

      OQI reached agreement with its President and Chief Financial Officer
      whereby, subject to certain conditions, they each have agreed to provide
      their services to OQI in return for $66,741 ($84,000 CND) per year until
      certain business targets are met and thereafter at $139,043 ($175,000 CND)
      per year. These conditions were met during the three months ended July 31,
      2005. These agreements also contain termination clauses whereby OQI has
      agreed to pay the officers, subject to certain conditions, an amount of up
      to one and one-half times their annual pay should they be terminated for
      reasons other than cause.

      The Company has the right of first offer on future financings.

      As at April 30, 2005 the Company held 7,000,000 common shares,
      representing 64.89% of the issued and outstanding shares of OQI. The
      non-controlling shareholders 35.11% interest in OQI represented $448,224
      of its net assets.

      During the three months ended July 31, 2005, OQI completed the purchase of
      the remaining 51% interest in the property by paying $357,540 ($450,000
      CND). OQI now has a 100% interest in the property, subject to the above
      noted royalties.

      OQI issued 1,524,875 Flow-through Common Shares and 767,628 units under a
      private placement for gross proceeds of $3,490,464 ($4,393,099 CND). Each
      unit consisted of one common share and warrant entitling the holder to
      acquire one common share at $1.59 ($2.00 CND). These warrants expire as to
      717,628 warrants on May 31, 2007 and 50,000 warrants on June 15, 2007. In
      conjunction with this financing OQI also issued agents warrants whereby
      the agent may acquire up to 146,475 common shares and 14,000 common shares
      both at $1.39 ($1.75 CND) until May 31, 2008 and June 15, 2008
      respectively and 146,475 common shares and 14,000 common shares both at
      $1.59 ($2.00 CND) until May 31, 2008 and June 15, 2008 respectively. The
      Company has recorded a non-cash financing expense of $91,609 relating to
      the warrants issued pursuant to this placement.


                                       11
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)

4.    PROPERTIES (continued)

      (d)   Firebag, Sask., Tar Sands Project (continued)

      Also during the three months ended July 31, 2005, the Company agreed to
      convert the non-refundable payment of $437,962 ($550,000 CND) that the
      Company made towards the purchase of the 51% interest in the property into
      297,688 common shares and a warrant to acquire up to an additional 647,688
      common shares at $1.59 ($2.00 CND) until June 13, 2007. As at July 31,
      2005 the Company held 7,297,688 common shares, representing 54.55% of the
      issued and outstanding shares of OQI. The non-controlling shareholders
      45.45% interest in OQI represented $3,987,473 of its net assets.

5.    COMMON STOCK

      (a)   Authorized common shares

      The Company is seeking shareholder approval at a meeting of its
      shareholders to increase the authorized number of common shares to
      250,000,000 from 100,000,000 and if approved by its shareholders the
      Company's articles will be so amended.

      (b)   Treasury stock

      During the year ended April 30, 2000 the Company purchased 23,000 shares
      of its common stock from the original owners who had acquired the shares
      prior to April 30, 2000 in a private placement. The common stock was
      purchased for the same amount as the proceeds from original issue.

      (c)   Shares issued for services

      During the three months ended July 31, 2005 the Company issued 2,000,000
      common shares pursuant to a consulting agreement, at a deemed cost of
      $860,000, whereby the shares are earned evenly over a twelve-month period
      ending April 2006. The deemed value of the contracted services not yet
      earned has been reflected in prepaid expenses.


                                       12
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)

5.    COMMON STOCK (continued)

      (d)   Settlement with Anhydride Canada Creditors

      In an attempt to settle outstanding liabilities of Anhydride Canada, the
      Company made an offer to creditors to settle outstanding debts for shares
      of the Company at a deemed price of $0.10 per share for every $0.15 CDN of
      debt held. The Company has received acceptances from creditors totalling
      $336,037 ($416,484 CDN) that represents 2,776,560 common shares. During
      the year ended April 30, 2004 the Company issued 287,638 shares pursuant
      to these agreements and during the year ended April 30, 2005 it issued an
      additional 493,493 shares. No further shares have been issued.

      (e)   Anhydride Petroleum Limited Partnership

      Pursuant to an agreement between the Company and Anhydride Petroleum
      Limited Partnership (the "Limited Partnership"), the Company agreed to
      acquire the interests of the Limited Partnership in a property, which the
      Company had a interest in but was written off as of April 30, 2003, for
      3,220,000 common shares of the Company. During the year ended April 30,
      2005, 886,666 of these shares were issued and charged to exploration at
      $0.10 per share. No further shares have been issued.

      (f)   Debt Settlement

      During the three months ended July 31, 2005 the Company settled $108,000
      of debt owed by Western Petrochemials through the issuance of 250,000
      common shares. Subsequent to July 31, 2005 the Company settled an
      additional $363,150 of Western Petrochemical debt by the issuance of
      600,000 common shares and issued 910,000 common shares to certain of its
      consultants in settlement of $106,300.


                                       13
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)

6.    STOCK OPTIONS

      As at July 31, 2005 the Company had the following options outstanding, to
      purchase that same number of common shares:

             Plan       Expiry Date    Exercise price    Options
             ----       -----------    --------------    -------

            SOP 2000     21-Aug-06      $  0.27          850,000
            SOP 2002     1-Nov-06       $  0.36          225,000
            SOP 2003c    2-Feb-06       $  0.30          100,000
            SOP 2005     1-Nov-06       $  0.36        1,600,000
                                                       ---------
                                                       2,775,000
                                                       =========

      During the three months ended July 31, 2005 225,000 options under the SOP
      2000 with an exercise price of $0.25 per share expired and 225,000 options
      with an exercise price of $0.36 and an expiry date of November 1, 2006
      were issued. The Company also issued 1,600,000 options under the SOP 2005
      with an exercise price of $0.36 until November 1, 2006. The Company has
      recorded in consulting expenses a stock option compensation expense of
      $362,637 relating to the issuance of these options.

      Subsequent to July 31, 2005 500,000 options at $0.27 under SOP 2000 were
      exercised, pursuant to the cashless exercise features of the plan. Based
      on the market price on the date of exercise the Company issued 376,146
      common shares in satisfaction of the 500,000 options exercised.

7.    WARRANTS

      The Company had the following warrants outstanding, to purchase that same
      number of common shares, at July 31, 2005:

                                                       Number of
               Expiry Date      Exercise price          Warrants
               -----------      ---------------         --------
                14-Sep-05           $ 0.34              2,380,000
                3-Nov-05            $ 0.35                874,555
                30-Apr-06           $ 0.35              1,945,750
                14-Sep-06           $ 0.35              5,031,260
                9-Jun-07            $ 0.45                500,000
                9-Jun-07            $ 0.55              5,000,000
                9-Jun-07            $ 1.50              2,500,000
                                                       ----------
                                                       18,231,565
                                                       ==========


                                       14
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)

7.    WARRANTS (continued)

      During the three months ended July 31, 2005 the Company had the following
      transactions involving its warrants:

      -     A total of 917,072 warrants with a November 3, 2005 expiry date were
            exercised, of which 422,555 of the warrants were exercised for cash
            proceeds of $147,894 and 494,517 warrants were exercised pursuant to
            cashless exercise provisions, whereby the Company issued 158,418
            common shares;

      -     The Company issued, as an inducement for early exercising of the
            warrants with expiry dates of November 3, 2005 and September 14,
            2006, 1,945,750 warrants to purchase that same number of common
            shares at $0.35 until April 30, 2006;

      -     A total of 1,616,703 warrants with a September 14, 2006 expiry date
            were exercised of which 125,000 of the warrants were exercised for
            cash proceeds of $43,750 and 1,491,703 warrants were exercised
            pursuant to cashless exercise provisions, whereby the Company issued
            477,900 common shares; and

      -     In conjunction with the June 9, 2005 convertible note the Company
            issued 500,000, warrants to purchase that same number of common
            shares at $0.45 until June 9, 2007, 5,000,000 warrants to purchase
            that same number of common shares at $0.55 per share until June 9,
            2007 and 2,500,000 warrants to purchase that same number of common
            shares at $1.50 until June 9, 2007.

      Subsequent to July 31, 2005 the Company had the following transactions
      involving its warrants:

      -     A total of 874,000 warrants with a November 3, 2005 expiry date were
            exercised, of which 29,300 of the warrants were exercised for cash
            proceeds of $10,255 and 844,700 warrants were exercised pursuant to
            cashless exercise provisions, whereby the Company issued 683,036
            common shares;

      -     A total of 3,344,752 warrants with a September 14, 2006 expiry date
            were exercised, of which 387,300 of the warrants were exercised for
            cash proceeds of $135,555 and 2,957,452 warrants were exercised
            pursuant to cashless exercise provisions, whereby the Company issued
            2,252,737 common shares; and

      -     The Company agreed to extend the September 14, 2005 expiry date on
            2,380,000 warrants at $0.34 to September 14, 2006.


                                       15
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)

8.    RELATED PARTY TRANSACTIONS

      The following non-arm's length transactions occurred with parties who are
      directors, officers and stockholders of the Company.

      (a)   During the three months ended July 31, 2005, the Company was charged
            management fees of $18,000 by October Sun from whom the Company
            acquired Anhydride USA. October Sun is related to the Company by way
            of significant influence. As of July 31, 2005, $76,062 was owed to
            October Sun and included in due to related parties. This balance is
            without interest or stated terms of repayment. During the year ended
            April 30, 2005 October Sun converted a $400,000 note into 1,600,000
            common shares and 1,600,000 warrants to purchase that same number of
            common shares at $0.34 per share until September 14, 2005.
            Subsequent to July 31, 2005 the Company agreed to extend the expiry
            date of these warrants to September 14, 2006.

      (b)   United Corporate Advisors ("UCA") is related to the Company by way
            of common directors. During the three months ended July 31, 2005 UCA
            was paid consulting fees of $46,462 and as at July 31, 2005 the
            Company owed UCA $50,000 which was subsequently paid. During the
            year ended April 30, 2005 UCA converted a $195,000 note into 780,000
            common shares and 780,000 warrants to purchase that same number of
            common shares at $0.34 per share until September 30, 2005.
            Subsequent to July 31, 2005 the Company agreed to extend the expiry
            date of these warrants to September 14, 2006.

      (c)   The Company paid a Director a consulting fee of $14,000 during the
            three months ended July 31, 2005.

9.    ACCOUNTS PAYABLE

      Accounts payable as at July 31, 2005 includes $112,906 (April 30, 2005 -
      $130,555) in advances from third parties. It also includes $708,660 (April
      30, 2005 - $689,066) payable by Anhydride Canada. Anhydride Canada does
      not have the resources to meet these demands and the Company has
      determined that it will not commit resources to Anhydride Canada or defend
      such action should the creditors take it. See note 2 Going Concern.


                                       16
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)

10.   EARTH ENERGY LICENCE AGREEMENT

      On August 12, 2003, the Company became party to an exclusive license
      agreement for Canada, Central and South America with Earth Energy
      Resources Ltd. ("Earth Energy") and West Peak Ventures of Canada Ltd.
      ("West Peak") for the use of Earth Energy's proprietary catalytic process.
      The process includes a proprietary Catalyst in conjunction with processing
      equipment to separate hydrocarbons from sand, shale or oil. Under the
      terms of the underlying license agreement with Earth Energy, the Company
      was to have paid $375,799, subject to certain conditions, of which it paid
      $106,508 ($150,000 CDN). The Company was also to pay a royalty of 5% and
      had the right to purchase catalyst and processing equipment from Earth
      Energy Resources Ltd. for cost plus 25%. In conjunction with this
      agreement the Company also had a three-year option, on the same terms, on
      a Central and South American license agreement with the exception that the
      license fee is a one-time payment of $500,000 US.

      During the year ended April 30, 2005 the above noted licence agreement was
      cancelled and replaced with a new agreement whereby the Company is to
      receive a 2.5% of gross revenue and 12.5% of net profits from product sold
      and income earned (the "Royalty") from products and processes related to
      certain patented chemical formulations utilized for applications related
      to the extraction of oil from surface mines tar sands, oil shale and soil
      reclamation (the "Catalyst") in Canada. The Company may also elect to
      receive a similar Royalty from Central and South America, subject to a
      payment of $500,000 that may be paid by way of offset and forfeiture of
      the first $500,000 in Royalties. Earth Energy has the right to name four
      entities and their affiliates upon which the Company will only receive 50%
      of the Royalty. The Company also has the right to purchase the Catalyst,
      at cost, and equipment from Earth Energy, at cost plus 25%, on any
      properties that the Company has a greater than 15% interest. As the
      present value of this agreement is currently undeterminable, the
      previously recorded licence costs have been written down by $106,507 and
      the licence is now recorded as $1.

11.   CONTINGENCY

      In a statement of claim filed against Anhydride Canada and others, the
      plaintiffs claim they owned a 63.3% interest in the 7-32 well on the
      Athabasca prospect. The claim also seeks general damages of $3,800,000
      ($5,000,000 CDN) from the defendants as well as monetary and special
      damages as determined by the court. A statement of defense was filed by
      Anhydride Canada, but given that the property has been written off it will
      not be actively pursued. Since filing of the statement of defense in April
      2003, no further action has been taken by the plaintiff. The Company
      believes the claim is frivolous and without merit and as such no amount
      has been accrued by the Company at April 30, 2005 and July 31, 2005.


                                       17
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)

12.   CONVERTIBLE DEBENTURES

      On June 9, 2005 the Company issued 7% convertible notes for an aggregate
      principal amount of $2,000,000. The Company has agreed to make monthly
      payments equal to one-twelfth of the initial principal amount of the note
      plus any other amounts due, including interest. The monthly payments for
      the first three months may be deferred until the fourth month and are
      payable in either shares, subject to an effective registration statement,
      or cash. Should the Company elect to make the monthly payment in cash then
      it must pay 130% of the principal plus 100% of any other amounts due,
      including interest. If the Company elects to have the monthly payment paid
      in shares then the note holders may convert at anytime thereafter into
      common shares of the Company at the lesser of i) $0.60, ii) 135% of the
      average of the five lowest closing bid prices of the Company's common
      stock for the ten trading days preceding the effective date of a
      registration statement registering the underlying shares and warrants for
      resale and iii) 70% of the average of the five lowest closing bid prices
      of the Company's common stock for the ten trading days preceding the date
      of conversion. Should the Company fail to make a timely election to pay in
      cash or shares or to actually make the cash payment then the holders of
      the notes may determine whether they want to be paid in cash or shares on
      the terms noted above. Pursuant to this offering the Company issued
      500,000, warrants to purchase that same number of common shares at $0.45
      until June 9, 2007, 5,000,000 warrants to purchase that same number of
      common shares at $0.55 per share until June 9, 2007 and 2,500,000 warrants
      to purchase that same number of common shares at $1.50 until June 9, 2007.
      In conjunction with this offering the Company has paid $200,000 in finders
      fees and has agreed to pay a finders fee of 10% from any of the 5,000,000
      warrants to purchase that same number of common shares at $0.55 per share
      until June 9, 2007 that are exercised. The agreement contains certain
      registration rights for the underlying shares of common stock and warrants
      and the Company will incur a 2% penalty if the registration statement is
      not effective by December 6, 2005 with a 2% penalty each 30 days
      thereafter until effective. To date the Company has filed its registration
      statement but it has not yet gone effective. The balance outstanding
      pursuant to these convertible notes as at July 31, 2005 is $2,022,356. In
      conjunction with these convertible notes and warrants the Company has
      recorded a non-cash financing expense of $1,722,950.

      During the year ended April 30, 2005 OQI also issued $876,073 ($1,100,000
      CDN) 3% unsecured convertible debentures which mature as to $238,929
      ($300,000 CDN) on February 28, 2008, $79,643 ($100,000 CDN) on April 1,
      2008 and $557,501 ($700,000 CDN) on April 15, 2008. The notes are
      convertible into common shares of OQI at a rate of $0.99 ($1.25 CDN) for
      one year following their issuance and then at $1.27 ($1.60 CND) per share
      until maturity. In conjunction with this offering OQI also issued 343,750
      warrants to purchase that same number of common shares at a price of $1.27
      ($1.60 CND) until the earlier of i) the Company being listed for trading
      on a recognized stock exchange or ii) the maturity date. The balance
      outstanding pursuant to these convertible debentures is $907,726.


                                       18
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)

13.   INVESTMENT IN ENERGY 51 INC.

      On April 7, 2004, the Company entered into an equity participation and
      farmout agreement with Energy 51 Inc. ("Energy 51"). Pursuant to this
      agreement the Company purchased 750,000 common shares of Energy 51 for
      $152,800. Energy 51 is a privately held Alberta company engaged in the
      exploration and development of oil and gas primarily in Alberta. The
      agreement granted the Company the right to purchase a further 750,000
      common shares for $157,491 to bring its interest in Energy 51 to 25% which
      the Company exercised during the year ended April 30, 2005. Subsequent to
      April 30, 2005, Energy 51 completed a share financing in which it raised
      $14,182,425 ($17,850,000 CND) and the Company's interest in Energy 51 was
      reduced to 2%.

      As part of this agreement the Company must be offered the right to
      participate on all prospects generated by Energy 51 until April 1, 2006.
      During the year ended April 30, 2005 the Company agreed to participate in
      the Sylvan Lake and Barrhead oil and gas prospects and included in
      exploration is $53,428 and $78,428 respectively, in related exploration
      costs. During the three months ended July 31, 2005 the Company has
      incurred exploration costs related to Sylvan Lake in the amount of
      $263,905 and $12,924 related to Barrhead.

14.   COMMITMENTS

      The Company entered into a joint venture with a major Canadian chemical
      company to jointly determine the commercial value of the shale oil in the
      Pasquia Hills prospect. This agreement is made up of a number of phases
      and each party may decide not to proceed at any time by giving notice.
      Phase one consists of research at an estimated cost of $50,000, which,
      along with the information gathered is to be split equally between the
      parties. Subsequent phases involve further research and feasibility geared
      ultimately towards a production contract where the major Canadian chemical
      company would purchase petrochemical feedstock from the Company for
      further processing.

      The Company has entered into a joint venture agreement (the "Sulfoxy Joint
      Venture") whereby it has agreed to fund research and development relating
      to the improvement of bitumen recovery from surface mineable oil sands ore
      and in-situ recovery of bitumen and heavy oils by oxidation and
      sulfonation of asphaltens as to $163,054 ($205,220 CND) to obtain a 60%
      interest. Upon earning a 60% interest in the joint venture the Company may
      elect to purchase an additional 15% joint venture interest for $1,191,800
      ($1,500,000 CND). During the three months ended July 31, 2005 the Company
      has incurred $32,878 in costs to the Sulfoxy Joint Venture and these have
      been included in exploration costs. Subsequent to July 31, 2005 the
      Company has incurred an additional $25,000.


                                       19
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)

15.   Future Income Taxes

      The following summarizes the temporary differences that give rise to the
      future income tax liability:

          Book Value of property in excess of tax value           $ 210,217
          Non-capital loss carry-forwards tax benefit               (68,186)
          Share issue costs tax benefit                            (130,782)
                                                                  ---------
                                                                  $  11,249
                                                                  =========

16.   Subsequent Events

      The Company entered into an agreement with three third parties
      (collectively the Triple 7 Joint Venture) to post, acquire, develop and
      produce oil sands deposits located in the Athabasca Region of Alberta,
      Canada (the Triple 7 Joint Venture Agreement) whereby in consideration for
      the expertise and industry experience provided by Triple 7 Joint Venture
      the Company has agreed to pay the Triple 7 Joint Venture $122,569
      ($150,000 CDN) payable in common shares for any leases acquired pursuant
      to a specific Alberta Crown sale of leases. The Company has also agreed to
      pay the Triple 7 Joint Venture partners, as ongoing fees, $122,569
      ($150,000 CDN) in cash or common shares (at the discretion of the Company)
      on the first and second anniversary dates of the Agreement. Shares issued
      under the agreement are subject to "piggyback" registration rights. On the
      third anniversary date of the agreement the Company shall pay to the
      Triple 7 Joint Venture $367,707 ($450,000 CDN) per parcel of acquired
      leases that have not been surrendered, or for which no commercial project
      has been identified. In the event that the Company receives a feasibility
      study, conducted by an independent third party, that indicates that a
      commercial project on one or more of the leases is economic and wishes to
      construct a commercial project, they are required to notify the Triple 7
      Joint Venture. Upon commencement of construction of such a commercial
      project the Company shall pay to the Triple 7 Joint Venture the sum of
      $4,902,761 ($6,000,000 CDN). In addition to such payments the Company has
      granted each of the Triple 7 Joint Venture partners a royalty in the
      acquired leases of $0.03 Canadian on each barrel of crude bitumen
      produced, saved and sold from the Acquired Leases, or $367,707 ($450,000
      CDN) per year, whichever is greater. Such royalty is governed by the
      royalty procedure, which stipulates, among other things, that the royalty
      will be secured by a lien, first charge or security interest on the
      royalty lands, and that the royalty is assignable or transferable subject
      to a right of first offer to Township.

      On August 24, 2005 the Company through its wholly owned subsidiary,
      Township, acquired one lease pursuant to the Triple 7 Joint Venture at a
      cost of $727,187 ($864,625 CND). This prospect will be known as the Eagles
      Nest Prospect.


                                       20
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                    For the Three Months Ended July 31, 2005
                      (Unaudited - Prepared by Management)

16.   Subsequent Events (continued)

      To finance the acquisition of the Eagles Nest Prospect the Company entered
      into a private placement of its securities whereby the Company will be
      issuing 8% Convertible Notes (the "Notes") with stock purchase warrants
      for aggregate principal amount of $5,200,000 (the "Original Offering"),
      all pursuant to a Subscription Agreement (the "Subscription Agreement")
      with the purchasers. Under the terms of the Original Offering, the Notes
      are convertible to shares of the Company's common stock (the "Common
      Stock") at $0.40 per share of Common Stock. However, pursuant to the
      subscription agreement, amounts not expended on successful bids,
      associated costs and first year rentals are to be refunded on a pro-rata
      basis. The refunded amount totals $4,472,813, as only $727,187 was used in
      connection with the acquisition of the Eagles Nest Parcel and related
      costs. Under the terms of the Original Offering, the purchasers will also
      receive bonus shares equal to 10% of the refunded amount allocable to the
      respective purchasers, which bonus shares will be issued at the rate of
      $0.40 per share. Also, purchasers will receive warrants based on one
      warrant per $0.40 invested by a purchaser, after the refunded amount has
      been distributed to the purchaser. The warrants are exercisable for two
      years from the issue date at an exercise price of $0.55 per share.

      Effective August 31, 2005, some of the purchasers elected not to receive
      their pro-rata portion of the refund amount. Rather, those purchasers
      elected to be included under amended terms to the Original Offering (the
      "Amended Offering"). Under the terms of the Amended Offering, a purchaser
      will receive a new convertible promissory note in the amount of their
      principal investment not refunded (the "New Note"), which New Note is
      convertible into shares of the Company's common stock at a per share
      conversion price of $0.90 per share. The purchaser will also receive one
      warrant for each $0.90 of principal invested in the Amended Offering. Each
      warrant is exercisable to purchase one share of common stock at an
      exercise price of $1.30 per share for one year. Of the total $5,200,000
      raised in the Original Offering, purchasers of $2,240,706 principal amount
      have elected to be included in the Amended Offering.

      In conjunction with this offering and the Amended Offering the Company has
      agreed to pay finders fees equal to (i) 7.5% of the gross proceeds used to
      purchase the Eagles Nest Prospect; and (ii) 3.75% of the refunded amount.
      The commission will be paid in common shares at $0.45 per share. In
      addition, each finder has been granted a royalty of $0.01 Canadian per
      barrel of crude bitumen produced on each US$1,000,000 introduced to the
      Company by that finder and used by the Company (through Township) to
      purchase Rights, and not returned to Subscribers in the form of a Refund
      Amount.

      The Subscription Agreement contains certain registration rights for the
      shares of Common Stock issuable upon conversion of the Notes and the New
      Notes and upon exercise of the warrants in both the Original Offering and
      the Amended Offering, and for the bonus shares and shares issued to
      finders. The Company will incur substantial penalties if it fails to file
      such registration statement by a specified date, and if the registration
      statement is not effective by another specified date.


                                       21
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Plans of
Operations

The following information should be read in conjunction with the unaudited
consolidated financial statements included herein, which are prepared in
accordance with generally accepted accounting principles ("GAAP") in the United
States for interim financial information. All dollar amounts are in U.S. dollars
unless otherwise stated.

All payments to be made in the future have been expressed in U.S. dollars using
an exchange rate of $1 U.S. = $1.2238 Cdn.

Plan of Operations

The Company is in the exploration stage and does not currently have any income
from operating activities. The Company has a minimal working capital and other
capital resources presently available to meet obligations which normally can be
expected to be incurred by similar companies. Management intends to raise
additional capital through the issuance of equity and or debt to finance
operations and invest in other business opportunities, however, no assurance can
be given that the Company will be successful in raising additional capital or
that other business opportunities will be found.

During the three months ended July 31, 2005 the Company's subsidiary completed
the purchase of the remaining 51% interest in the Firebag Tar Sands Project by
paying $357,540 ($450,000 CND). OQI now has a 100% interest in the property,
subject to certain royalties, whereby it may explore and develop oil sands
deposits in an area comprising approximately 850,000 acres in the Province of
Saskatchewan.

To finance the acquisition of the Firebag Tar Sands Project and to provide
funding for an exploration program OQI issued 1,524,875 Flow-through Common
Shares and 767,628 units under a private placement for gross proceeds of
$3,490,464 ($4,393,099 CND). Each unit consisted of one common share and warrant
entitling the holder to acquire one common share at $1.59 ($2.00 CND). These
warrants expire as to 717,628 warrants on May 31, 2007 and 50,000 warrants on
June 15, 2007. In conjunction with this financing OQI also issued agents
warrants whereby the agent may acquire up to 146,475 common shares and 14,000
common shares both at $1.39 ($1.75 CND) until May 31, 2008 and June 15, 2008
respectively and 146,475 common shares and 14,000 common shares both at $1.59
($2.00 CND) until May 31, 2008 and June 15, 2008 respectively. The Company has
recorded a non-cash financing expense of $91,609 relating to the warrants issued
pursuant to this placement.

Also during the three months ended July 31, 2005, the Company agreed to convert
the non-refundable payment of $437,962 ($550,000 CND) that the Company made
towards the purchase of the 51% interest in the property into 297,688 common
shares and a warrant to acquire up to an additional 647,688 common shares at
$1.59 ($2.00 CND) until June 13, 2007. As at July 31, 2005 the Company held
7,297,688 common shares, representing 54.55% of the issued and outstanding
shares of OQI. The non-controlling shareholders 45.45% interest in OQI
represented $3,987,473 of its net assets.


                                       22
<PAGE>

The focus of OQI during the three months ended July 31, 2005 has been on
completing the acquistion of the Firebag East Prospect, securing funding and
preparing for an estimated $3,200,000 drill program. OQI is currently awaiting
government of Saskatchewan approval to begin the fall drill program.

During the three months ended July 31, 2005 the Company continued to evaluate
its Pasquia Hill Oil Shale Prospect and plans to spend around $174,800 to
complete a drill program on the prospect.

Also during the three months ended July 31, 2005 the company was focused on
raising funding for general working capital purposes and issued 7% convertible
notes for an aggregate principal amount of $2,000,000. The Company has agreed to
make monthly payments equal to one-twelfth of the initial principal amount of
the note plus any other amounts due, including interest. The monthly payments
for the first three months may be deferred until the fourth month and are
payable in either shares, subject to an effective registration statement, or
cash. Should the Company elect to make the monthly payment in cash then it must
pay 130% of the principal plus 100% of any other amounts due, including
interest. If the Company elects to have the monthly payment paid in shares then
the note holders may convert at anytime thereafter into common shares of the
Company at the lesser of i) $0.60, ii) 135% of the average of the five lowest
closing bid prices of the Company's common stock for the ten trading days
preceding the effective date of a registration statement registering the
underlying shares and warrants for resale and iii) 70% of the average of the
five lowest closing bid prices of the Company's common stock for the ten trading
days preceding the date of conversion. Should the Company fail to make a timely
election to pay in cash or shares or to actually make the cash payment then the
holders of the notes may determine whether they want to be paid in cash or
shares on the terms noted above. Pursuant to this offering the Company issued
500,000, warrants to purchase that same number of common shares at $0.45 until
June 9, 2007, 5,000,000 warrants to purchase that same number of common shares
at $0.55 per share until June 9, 2007 and 2,500,000 warrants to purchase that
same number of common shares at $1.50 until June 9, 2007. In conjunction with
this offering the Company has paid $200,000 in finders fees and has agreed to
pay a finders fee of 10% from any of the 5,000,000 warrants to purchase that
same number of common shares at $0.55 per share until June 9, 2007 that are
exercised. The agreement contains certain registration rights for the underlying
shares of common stock and warrants and the Company will incur a 2% penalty if
the registration statement is not effective by December 6, 2005 with a 2%
penalty each 30 days thereafter until effective. To date the Company has filed
its registration statement but it has not yet gone effective. The balance
outstanding pursuant to these convertible notes as at July 31, 2005 is
$2,022,356. In conjunction with these convertible notes and warrants the Company
has recorded a non-cash financing expense of $1,722,950.

During the three months ended July 31, 2005 Energy 51, a privately held oil and
gas exploration and development company, in which the Company held a 25%
interest completed an equity financing whereby it raised $14,182,000 and the
Company's interest was reduced to around 2%.

As part of the Company's investment in Energy 51 must be offered the right to
participate on all prospects generated by Energy 51 until April 2006. The
Company has elected to participate in the Sylvan Lake and Barrhead oil and gas
prospects and included in exploration costs is $263,905 and $12,924,
respectively, in related exploration costs. To date the results of the
exploration efforts on both prospects is unknown. The Company intends to review
prospects of merit as they come along and to invest in them provided that
financing is available.


                                       23
<PAGE>

Subsequent to July 31, 2005 The Company entered into an agreement with three
third parties (collectively the Triple 7 Joint Venture) to post, acquire,
develop and produce oil sands deposits located in the Athabasca Region of
Alberta, Canada (the Triple 7 Joint Venture Agreement) whereby in consideration
for the expertise and industry experience provided by Triple 7 Joint Venture the
Company has agreed to pay the Triple 7 Joint Venture $122,569 ($150,000 CDN)
payable in common shares for any leases acquired pursuant to a specific Alberta
Crown sale of leases. The Company has also agreed to pay the Triple 7 Joint
Venture partners, as ongoing fees, $122,569 ($150,000 CDN) in cash or common
shares (at the discretion of the Company) on the first and second anniversary
dates of the Agreement. Shares issued under the agreement are subject to
"piggyback" registration rights. On the third anniversary date of the agreement
the Company shall pay to the Triple 7 Joint Venture $367,707 ($450,000 CDN) per
parcel of acquired leases that have not been surrendered, or for which no
commercial project has been identified. In the event that the Company receives a
feasibility study, conducted by an independent third party, that indicates that
a commercial project on one or more of the leases is economic and wishes to
construct a commercial project, they are required to notify the Triple 7 Joint
Venture. Upon commencement of construction of such a commercial project the
Company shall pay to the Triple 7 Joint Venture the sum of $4,902,761
($6,000,000 CDN). In addition to such payments the Company has granted each of
the Triple 7 Joint Venture partners a royalty in the acquired leases of $0.03
Canadian on each barrel of crude bitumen produced, saved and sold from the
Acquired Leases, or $367,707 ($450,000 CDN) per year, whichever is greater. Such
royalty is governed by the royalty procedure, which stipulates, among other
things, that the royalty will be secured by a lien, first charge or security
interest on the royalty lands, and that the royalty is assignable or
transferable subject to a right of first offer to Township.

On August 24, 2005 the Company through its wholly owned subsidiary, Township,
acquired one lease pursuant to the Triple 7 Joint Venture at a cost of $727,187
($864,625 CND). This prospect will be known as the Eagles Nest Prospect.

To finance the acquisition of the Eagles Nest Prospect the Company entered into
a private placement of its securities whereby the Company will be issuing 8%
Convertible Notes (the "Notes") with stock purchase warrants for aggregate
principal amount of $5,200,000 (the "Original Offering"), all pursuant to a
Subscription Agreement (the "Subscription Agreement") with the purchasers. Under
the terms of the Original Offering, the Notes are convertible to shares of the
Company's common stock (the "Common Stock") at $0.40 per share of Common Stock.
However, pursuant to the Subscription Agreement, amounts not expended on
successful bids, associated costs and first year rentals are to be refunded on a
pro-rata basis. The refunded amount totals $4,472,813, as only $727,187 was used
in connection with the acquisition of the Eagles Nest Parcel and related costs.
Under the terms of the Original Offering, the purchasers will also receive bonus
shares equal to 10% of the refunded amount allocable to the respective
purchasers, which bonus shares will be issued at the rate of $0.40 per share.
Also, purchasers will receive warrants based on one warrant per $0.40 invested
by a purchaser, after the refunded amount has been distributed to the purchaser.
The warrants are exercisable for two years from the issue date at an exercise
price of $0.55 per share.

Effective August 31, 2005, some of the purchasers elected not to receive their
pro-rata portion of the refund amount. Rather, those purchasers elected to be
included under amended terms to the Original Offering (the "Amended Offering").
Under the terms of the Amended Offering, a purchaser will receive a new
convertible promissory note in the amount of their principal investment not
refunded (the "New Note"), which New Note is convertible into shares of the
Company's common stock at a per share conversion price of $0.90 per share. The
purchaser will also receive one warrant for each $0.90 of principal invested in
the Amended Offering. Each warrant is exercisable to purchase one share of
common stock at an exercise price of $1.30 per share for one year. Of the total
$5,200,000 raised in the Original Offering, purchasers of $2,240,706 principal
amount have elected to be included in the Amended Offering.


                                       24
<PAGE>

In conjunction with this offering and the Amended Offering the Company has
agreed to pay finders fees equal to (i) 7.5% of the gross proceeds used to
purchase the Eagles Nest Prospect; and (ii) 3.75% of the refunded amount. The
commission will be paid in common shares at $0.45 per share. In addition, each
finder has been granted a royalty of $0.01 Canadian per barrel of crude bitumen
produced on each US$1,000,000 introduced to the Company by that finder and used
by the Company (through Township) to purchase Rights, and not returned to
Subscribers in the form of a Refund Amount.

The Subscription Agreement contains certain registration rights for the shares
of Common Stock issuable upon conversion of the Notes and the New Notes and upon
exercise of the warrants in both the Original Offering and the Amended Offering,
and for the bonus shares and shares issued to finders. The Company will incur
substantial penalties if it fails to file such registration statement by a
specified date, and if the registration statement is not effective by another
specified date.

The Company expects to do a winter drill program on the Eagles Nest Prospect
which is estimated to cost around $2,000,000.

Changes in Financial Condition

During the three months ended July 31, 2005 the primary focus of the Company was
on completing the purchase of the Firebag Tar Sands Prospect, obtaining funding
for exploration programs and accessing other possible investment opportunities
within the Athabasca Tar Sands region. For the three months ended July 31, 2004
the primary focus of the Company was on the exploration of its Pasquia Hills,
Oil Shale prospect, completing agreements to purchase the Firebag Sask., Tar
Sands prospect and finding funding for the Company.

As a result of the above noted financing by OQI and the issuance of the June 9,
2005 convertible notes the Company incurred non-cash financing expenses of
$1,814,559 (2004 - $0) for the three months ended July 31, 2005.

Consulting expenses for the three months ended July 31, 2005 of $819,276 (2004 -
$233,239) included stock option compensation expenses of $390,375 (2004 - $0)
related to the issuance of options to employees and consultants. The Company
also paid a cash consulting fee of $200,000 (2004 - $0) related to its
successful financing attempts. During the three months ended July 31, 2005 the
Company paid its directors $63,462 and OQI had consulting expenses of $82,454
both of which did not occur during the three months ended July 31, 2004. In
order to conserve cash the Company has continued to pay its consultants in
common shares and during the three months ended incurred consulting expenses of
$70,300 (2004 - 208,940) related to the issuance of 210,000 (2004 - 1,620,100)
common shares.

Exploration costs for the three months ended July 31, 2005 were $362,415 and
primarily included payments related to the Sylvan Lake and Barrhead oil and gas
prospects as to $263,905 and $12,924, respectively. Included in exploration
costs is $32,878 in conjunction with its interest in the Sulfoxy Joint Venture.
The balance of the exploration cost related to preparations for planned fall
drill programs on the Firebag Tar Sands and Pasquia Hills Oil Shale Projects.
The Company's exploration costs during the three months ended July 31, 2004 were
related to the exploration of its Pasquia Hills Oil Shale Project.


                                       25
<PAGE>

Advertising and promotion costs during the three months ended July 31, 2005 of
$268,061 were up significantly from the three months ended July 31, 2004 where
they were $68,733 as a result of the engagement of consulting firm whereby they
agreed to be a paid in common shares of the Company. Pursuant to this agreement
the Company issued 2,000,000 common shares and booked an advertising and
promotion expense of $215,000 for the three months ended July 31, 2005. As the
agreement calls for the services to be provided over the one year life of the
agreement the Company had a prepaid expense of $645,000 as at July 31, 2005.

Professional fees for the three months ended July 31, 2005 of $87,621 (2004 -
$67,186) continues to be major expense of the Company as it inures costs related
to business evaluation and financing issues.

As the Company is now significantly more active and is maintaining two separate
offices, one in Calgary and one in Vancouver, its office costs for the three
months ended July 31, 2005 of $35,246 (2004 - $8,168) have increased
substantially when compared to the three months ended July 31, 2004. Likewise
its rent costs for the three months ended July 31, 2005 of $14,405 (2004 -
$4,076) have increased as a result of maintaining the two offices.

Interest and bank charges of $16,732 (2004 - $55,668) for the three months ended
July 31, 2005 are lower as a result of the timing when various convertible notes
and interest were issued. Also during the three months ended July 31, 2005 OQI
in particular had a significant cash balance on hand as it was awaiting
approvals for its fall exploration program and approximately $13,000 in interest
income was netted against its interest expenses.

In total the Company experienced a net loss of $3,203,707 or $0.05 per share for
the three months ended July 31, 2005, compared to a net loss of $639,229 or
$0.03 per share for the three months ended July 31, 2004. The Company expects to
continue to incur operating losses and will continue to be dependent on
additional equity or debt sales and or property joint ventures to fund its
activities in the future.

We have no revenues, and our operating results, profitability and future rate of
growth depend solely on our ability to successfully implement our business plan
and our ability to raise further funding, as well as OQI's ability to raise
funding for its projects. We currently have approximately $6,500,000 in cash on
hand which we plan to utilize for current and or upcoming exploration programs
and general working capital purposes. It is expected that the Company will
continue to need further funding and we plan to fund future operations by way of
joint venture agreements and or other forms of financing, including the public
offering or private placement of equity or debt securities. However, we cannot
assure you that joint venture partners, debt or equity financing will be
available to us on acceptable terms to meet these requirements. The Company has
no revenues.

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures


                                       26
<PAGE>

Based on an evaluation as of the end of the period covered by this quarterly
report, the Company's principal executive officer and principal financial
officer have concluded that the Company's disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act")) are effective for the purposes set forth in such definition.

Changes in Internal Control

There have not been any changes in the Company's internal control over financial
reporting identified in connection with the evaluation discussed above that
occurred during the Company's last fiscal quarter that have materially affected,
or are reasonably likely to materially affect, the Company's internal control
over financial reporting.

Forward-Looking Statements

These statements are based on certain assumptions and analyses made by us in
light of our experience and our perception of historical trends, current
conditions, expected future developments and other factors we believe are
appropriate in the circumstances. Such statements are subject to a number of
assumptions, risks and uncertainties, including such factors as the volatility
and level of oil and natural gas prices, uncertainties in cash flow, expected
acquisition benefits, production rates and reserve replacement, reserve
estimates, drilling and operating risks, competition, litigation, environmental
matters, the potential impact of government regulations, and other matters, many
of which are beyond our control. Readers are cautioned that forward-looking
statements are not guarantees of future performance and that actual results or
developments may differ materially from those expressed or implied in the
forward-looking statements.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

During the period there were no material developments in the status of legal
proceedings as reported in the April 30, 2005 10K-SB.

Item 2. Changes in Securities; Recent Sales of Unregistered Securities

See Item 5 for complete disclosure on equity securities sold by the Company
during the period covered by this report that are not registered under the
Securities Act and have not otherwise been reported by the Company.

Item 5. Other Information

The following equity securities were sold by the Company during the period
covered by this report that are not registered under the Securities Act and
should have been reported by the Company on Form 8-K.


                                       27
<PAGE>

      On May 18, 2005 the Company issued options under the following plans to
purchase an equal number of Common Stock at $0.36 as follows:

                                    Plan                Options
         Monita Faris             SOP 2002              120,000
         Mark Spencer             SOP 2002              100,000
         Irene Orr                SOP 2002                5,000
         Mike Parker              SOP 2005              300,000
         Randy Pow                SOP 2005              300,000
         David Parfitt            SOP 2005               40,000
         Steve McGuire            SOP 2005              200,000
         Bob Faris                SOP 2005              110,000
         George Orr               SOP 2005               50,000
         Bill Timmins             SOP 2005               50,000
         Thornton Donaldson       SOP 2005              100,000
         Tim Brock                SOP 2005              400,000

The options were issued in reliance on the exemption from registration contained
in Section 4(2) of the Act.

      On May 18, 2005 the Company issued warrants to acquire an equal number of
shares at $0.35 per share until April 30, 2006 as follows:

         Viscount Investments Ltd.                       1,191,000
         Platinum Partners                                 654,750
         Zenny Trading                                     100,000

The options were issued in reliance on the exemption from registration contained
in Section 4(2) of the Act.

      Effective May 1, 2005 the Company entered into a consulting agreement with
Harris-Forbes, Inc., pursuant to which the Company issued an aggregate of
2,000,000 shares of its Common Stock over a 12 month period. The shares were
issued (subject to the escrow) to the following persons:

         David Parfitt
         Victor McCall
         Ian Ward
         The Chasseur Trust
         WLT Reification Trust
         Fulton Holdings

The shares were issued in reliance on the exemption from registration contained
in Section 4(2) of the Act.

      On May 25, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of an equal number of warrants at $0.35:


                                       28
<PAGE>

                                            Warrant         Number of
                                            Expiry           Shares
         Viscount Investments               Nov 3/06         300,000

The shares were issued in reliance on the exemption from registration contained
in Section 4(2) of the Act.

      On June 21, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of an equal number of warrants at $0.35:

                                            Warrant          Number of
                                            Expiry            Shares
         Platinum Partners                Sept 14/06          50,000

The shares were issued in reliance on the exemption from registration contained
in Section 4(2) of the Act.

      On July 6, 2005 the Company issued Heron Drilling 250,000 shares of Common
Stock in settlement of $108,000 in debt owed by Western Petrochemicals
Corporation. The shares were issued in reliance on the exemption from
registration contained in Section 4(2) of the Act.

      On July 11, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of an equal number of warrants at $0.35:

                                             Warrant        Number of
                                             Expiry           Shares
         Viscount Investments               Nov 3/06         66,000

The shares were issued in reliance on the exemption from registration contained
in Section 4(2) of the Act.

      On July 14, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of warrants utilizing a cashless exercise feature:

                                  Number         Warrant          Number of
                                 Warrants         Expiry            Shares
         Viscount Investments      81,184        Nov 3/06           26,000
         Viscount Investments     496,281        Sept 14/05        159,000
         JM Investment            115,181        Nov 3/06           36,900
         Platinum Partners        172,068        Sept 14/05         55,125

The shares were issued in reliance on the exemption from registration contained
in Section (3)(a)(9) of the Act.

      On July 14, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of an equal number of warrants at $0.35:


                                       29
<PAGE>

                                            Warrant        Number of
                                            Expiry           Shares
         Leon Goldberg                    Sept 14/05         15,000

The shares were issued in reliance on the exemption from registration contained
in Section 4(2) of the Act.

      On July 19, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of warrants utilizing a cashless exercise feature:

                                   Number        Warrant        Number of
                                  Warrants       Expiry           Shares
         Viscount Investments         281       Sept 14/05            90
         JM Investment             64,819       Nov 3/06          20,766
         Platinum Partners        339,766       Sept 14/05       108,850
         Shalom Torah Center      266,640       Sept 14/05        85,422
         Zenny Trading            333,333       Nov 3/06         106,789
         Zenny Trading            116,667       Sept 14/05        37,376

The shares were issued in reliance on the exemption from registration contained
in Section (3)(a)(9) of the Act.

      On July 19, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of an equal number of warrants at $0.35:

                                             Warrant         Number of
                                             Expiry           Shares
         Johnathan Mayer                    Nov 3/06          25,700

The shares were issued in reliance on the exemption from registration contained
in Section 4(2) of the Act.

      On July 25, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of an equal number of warrants at $0.35:

                                             Warrant        Number of
                                             Expiry           Shares
         JM Investors                       Nov 3/06          30,855
         Leon Goldberg                    Sept 14/05          10,000

The shares were issued in reliance on the exemption from registration contained
in Section 4(2) of the Act.


                                       30
<PAGE>

Item 6.           Exhibits

     3.1(a) Articles of Incorporation, as amended. (1), (2)
     3.2    Bylaws.(2)
     10.1   Subscription Agreement dated June 10, 2005 between the Company and
            purchasers. (3)
     10.2   Joint Venture Agreement dated August 9, 2005 between the Company and
            Triple 7 Energy, Inc., West Peak Ventures of Canada Ltd., Dr.
            Michael Ranger and Township. (4)
     31.1   Certification of CEO Pursuant to Exchange Act Rules 13a-14 and
            15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
            of 2002, filed herewith.
     31.2   Certification of CFO Pursuant to Exchange Act Rules 13a-14 and
            15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
            of 2002, filed herewith.
     32.1   Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
            herewith.
     32.2   Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
            herewith.

_____________
(1)   Incorporated by reference from Form 8-K, filed November 29, 2004.
(2)   Incorporated by reference from Form 10-SB, filed October 14, 1999.
(3)   Incorporated by reference from Form 8-K, filed June 10, 2005, Form 8-K/A
      No. 1, filed June 10, 2005, and Form 8-K/A No. 2, filed August 11, 2005.
(4)   Incorporated by reference from Form 8-K, filed August 10, 2005, and from
      Form 8-K/A No. 1 and No. 2, both filed August 11, 2005.


                                       31
<PAGE>

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-QSB to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                        CANWEST PETROLEUM CORPORATION


Date:  September 16, 2005               By: /s/ Thornton J. Donaldson
                                            ------------------------------------
                                             Thornton J. Donaldson, President,
                                             Chief Executive Officer, Chief
                                             Financial Officer and Director


                                       32