UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               FORM 10-QSB/A No. 1

(X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2004

                                       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                                                    None
-------------------------------                              -------------------
(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)


                            Uranium Power Corporation
         --------------------------------------------------------------
        (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  |_|

The number of shares outstanding of the issuer's classes of common equity, as of
December 15, 2004 was 35,143,101 shares of Common Stock.

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


                          CANWEST PETROLEUM CORPORAITON

                                      Index

<TABLE>
<CAPTION>
                                                                                        Page

PART I. FINANCIAL INFORMATION
<S>                                                                                     <C>
         Item 1. Financial Statements of CanWest Petroleum Corporation                    1

              Consolidated Balance Sheets (U.S. Dollars) as at October 31, 2004
              (UNAUDITED) and year ended April 30, 2004                                   2

              Consolidated Statements of Operations (U.S. Dollars)
              for the six months ended October 31, 2004 (UNAUDITED) and 2003              3

              Consolidated Statements of Stockholders' Deficiency (U.S. Dollars)
              for the six months ended October  31, 2004 (UNAUDITED)
              and the year ended April 30, 2003                                           4

              Consolidated Statements of Cash Flows for the six months
              ended October 31, 2004 and 2003 (UNAUDITED)                                 5

              Notes to Consolidated Financial Statements (UNAUDITED)                      6

              Financial Statements of Western Petrochemicals Corporation (UNAUDITED)     18

              Balance Sheets                                                             19

              Statement of Stockholders' Deficit                                         20

              Statement of Operations and Stockholders' Deficit                          21

              Statement of Cash Flows                                                    22

              Notes to the Financial Statements                                          23

         Item 2. Management's Discussion and Analysis of Financial
         Conditions and Plans of Operations                                              26

         Item 3. Controls and Procedures                                                 28

PART II. OTHER INFORMATION                                                               29

         Item 1. Legal Proceedings                                                       29

         Item 2. Changes in Securities; Recent Sales of Unregistered
         Securities                                                                      29

         Item 5. Other Information                                                       30

         Item 6. Exhibits                                                                31

         Signatures                                                                      32
</TABLE>

                                        i

<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER CORPORATION)
                         (AN EXPLORATION STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)
                                 (U.S. DOLLARS)



                                       1

<PAGE>

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

<TABLE>
<CAPTION>
                                                                            October 31,    April 30,
                                                                               2004           2004
                                 ASSETS                                     (UNAUDITED)    (AUDITED)
                                                                           -----------    -----------
<S>                                                                        <C>            <C>
Current
     Cash                                                                  $     4,281    $   348,636
     Accounts Receivable                                                         8,334         20,718
     Exploration Advances                                                      179,325             --
                                                                           -----------    -----------
                                                                               191,940        369,354
Properties (note 4)                                                          1,229,736        118,456
Earth Energy License Agreement  (note 10)                                      106,508        106,508
Investment in Energy 51 Inc. (note 13)                                         228,618        152,800
Investment in Uranium Holdings Corporation (note 4b)                               815            815
                                                                           -----------    -----------

                                                                           $ 1,757,617    $   747,933
                                                                           ===========    ===========
                                   LIABILITIES
Current
    Accounts Payable (notes 2 and 9)                                       $ 1,037,128    $ 1,115,177
    Convertible Debentures (note 12)                                         1,745,725      1,020,375
    Due to Related Parties (note 8)                                              5,781        639,307
                                                                           -----------    -----------
                                                                             2,788,634      2,774,859
                                                                           -----------    -----------

Commitment and contingencies (notes 2, 4, 5, 6, 7, 9, 10, 11, 12, 14 and 15)

                            STOCKHOLDERS' DEFICIENCY

Capital Stock
Authorized
     40,000,000 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
     31,350,719 Common stock (note 5)                                           31,351
     20,784,838 Common stock                                                                   20,785
Treasury Stock                                                                     (23)           (23)
Additional Paid-in Capital                                                   6,896,669      2,955,768
Deficit Accumulated During Exploration Stage                                (7,747,321)    (4,890,892)
Other Comprehensive Loss                                                      (211,693)      (112,564)
                                                                           -----------    -----------

                                                                            (1,031,017)    (2,026,926)
                                                                           -----------    -----------

                                                                           $ 1,757,617    $   747,933
                                                                           ===========    ===========

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       2

<PAGE>
                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER 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                 SIX MONTHS ENDED              THROUGH
                                                    OCTOBER 31,                       OCTOBER 31,              OCTOBER 31,
                                              2004             2003             2004             2003             2004
                                          ------------     ------------     ------------     ------------     ------------
<S>                                       <C>              <C>              <C>              <C>              <C>
EXPENDITURES
     Management Fee                       $     18,000     $     59,524     $     36,000     $     90,857     $    378,602
     Advertising and Promotion                  47,207           24,424          115,940           53,001          651,442
     Consulting                                740,606          194,300          973,845          224,310        1,624,146
     Travel                                      8,034            9,505           14,105           12,639          136,136
     Professional Fees                          82,249           28,855          149,435           49,981          574,399
     Transfer Agent Fees                        16,049            6,937           23,883            8,616           61,831
     Rent                                        8,494            2,910           12,570            5,812           53,748
     Office                                     12,334            4,448           20,502            8,383           58,613
     Interest and Bank Charges                  42,185              410           97,853              543          134,875
     Equity loss from investment                    --               --               --               --           19,713
     Incorporation cost written off                 --               --               --               --              700
     Exploration costs                          30,621            6,137          200,875            6,137        1,520,738
     Non-cash financing expenses             1,211,421               --        1,211,421               --        1,676,019
     Write-off of Exploration Property              --               --               --               --          856,359
                                          ------------     ------------     ------------     ------------     ------------

NET LOSS FOR PERIOD                       $  2,217,200     $    337,450     $  2,856,429     $    460,279     $  7,747,321
                                          ============     ============     ============     ============     ============

Net Loss Per Share                        $      (0.08)    $      (0.02)    $      (0.12)    $      (0.03)
                                          ============     ============     ============     ============

Weighted Average Number of shares
Outstanding                                 26,678,698       17,858,957       23,791,006       16,507,598
                                          ============     ============     ============     ============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       3
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER CORPORATION)
                         (AN EXPLORATION STAGE COMPANY)
   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (U.S. DOLLARS)
              FOR THE SIX MONTHS ENDED OCTOBER 31, 2004 (UNAUDITED)
                          AND YEAR ENDED APRIL 30, 2004

<TABLE>
<CAPTION>


                                                                                                    Additional
                                            Common Stock                 Treasury Stock              Paid-in
                                       Shares        Par Value        Shares        Par Value        Capital
                                     -----------    -----------    -----------     -----------     -----------
<S>                                  <C>            <C>            <C>             <C>             <C>
BALANCE. APRIL 30, 2003               14,284,500    $    14,285        (23,000)    $       (23)    $ 1,525,812
Common stock issued for:
  Settlement of debt                   1,037,638          1,037             --              --         102,727
  Cash                                 3,750,000          3,750             --              --         529,950
  Services                             1,620,100          1,620             --              --         207,320
  Property                                92,600             93             --              --          36,021
Stock option compensation expense             --             --             --              --          89,340
Beneficial conversion feature of
  convertible debentures                      --             --             --              --         464,598
Other comprehensive (loss)                    --             --             --              --              --
Net loss                                      --             --             --              --              --
                                     -----------    -----------    -----------     -----------     -----------

BALANCE. APRIL 30, 2004               20,784,838         20,785        (23,000)            (23)      2,955,768

Common stock issued for:
  Cash                                   100,000            100             --              --          39,900
  Property                                50,000             50             --              --          18,950
  Services                             2,509,899          2,510             --              --         735,350
  Settlement of debt                   7,905,982          7,906             --              --       1,935,280
Beneficial conversion feature of
  convertible debentures
                                              --             --             --              --       1,211,421
Other comprehensive (loss)                    --             --             --              --              --
Net loss                                      --             --             --              --              --
                                     -----------    -----------    -----------     -----------     -----------

BALANCE OCTOBER 31, 2004              31,350,719    $    31,351        (23,000)    $       (23)    $ 6,896,669
                                     ===========    ===========    ===========     ===========     ===========
</TABLE>

<TABLE>
<CAPTION>
                                                         Deficit
                                                        Accumulated        Total
                                          Other         During the     Stockholders
                                      Comprehensive    Exploration        Equity
                                      income (loss)       Stage        (Deficiency)
                                       -----------     -----------     -----------
<S>                                    <C>             <C>             <C>
BALANCE. APRIL 30, 2003                $   (75,550)    $(3,309,838)    $(1,845,314)
Common stock issued for:
  Settlement of debt                            --              --         103,764
  Cash                                          --              --         533,700
  Services                                      --              --         208,940
  Property                                      --              --          36,114
Stock option compensation expense               --              --          89,340
Beneficial conversion feature of
  convertible debentures                        --              --         464,598
Other comprehensive (loss)                 (37,014)             --         (37,014)
Net loss                                        --      (1,581,054)     (1,581,054)
                                       -----------     -----------     -----------

BALANCE. APRIL 30, 2004                   (112,564)     (4,890,892)     (2,026,926)

Common stock issued for:
  Cash                                          --              --          40,000
  Property                                      --              --          19,000
  Services                                      --              --         737,860
  Settlement of debt                            --              --       1,943,186
Beneficial conversion feature of
  convertible debentures
                                                --              --       1,211,421
Other comprehensive (loss)                 (99,129)             --         (99,129)
Net loss                                        --      (2,856,429)     (2,856,429)
                                       -----------     -----------     -----------

BALANCE OCTOBER 31, 2004               $  (211,693)    $(7,747,321)    $(1,031,017)
                                       ===========     ===========     ===========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       4
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER CORPORATION)
                         (AN EXPLORATION STAGE COMPANY)
              CONSOLIDATED STATEMENTS OF CASH FLOWS (U.S. DOLLARS)
                      (UNAUDITED - PREPARED BY MANAGEMENT)


<TABLE>
<CAPTION>
                                                                                 FROM INCEPTION
                                                      FOR THE SIX MONTHS ENDED   ON APRIL 3, 1998
                                                             OCTOBER 31,          TO OCTOBER 31,
                                                       2004            2003            2004
                                                   -----------     -----------     -----------
<S>                                                <C>             <C>             <C>
Operating Activities
Net loss                                           $(2,856,429)    $  (460,279)    ($7,747,321)
Adjustments to reconcile net
loss to net cash used in operating activites
  Stock option compensation expenses                        --          74,010         243,064
  Consulting expenses acquired for shares              725,860         178,300         922,800
  Exploration costs acquired for shares                 12,000              --         149,331
  Equity loss from investment                               --              --          19,713
  Financial services acquired for shares                    --              --          60,000
  Non cash financing expense                         1,211,421              --       1,676,019
  Write-down of exploration property                        --              --         856,359
Changes in Non-cash Working Capital
   Accounts Recievable and Exploration Advances       (166,941)           (119)       (187,659)
   Accounts Payable                                    299,322         153,493       1,452,976
                                                   -----------     -----------     -----------
                                                      (774,767)        (54,595)     (2,554,718)
                                                   -----------     -----------     -----------
INVESTING ACTIVITY
   Earth Energy Licence                                     --         (77,370)       (106,508)
   Property acquisitions                            (1,092,280)        (26,090)     (1,758,480)
    Investment in Energy 51 Inc.                       (75,818)             --        (228,618)
                                                   -----------     -----------     -----------

                                                    (1,168,098)       (103,460)     (2,093,606)
                                                   -----------     -----------     -----------

FINANCING ACTIVITIES
   Issuance of shares for cash                          40,000         293,891       1,486,621
   Convertible debentures                            1,597,036                       2,617,411
   Common stock returned to treasury                        --              --         (15,212)
   Share issue costs                                        --              --         (40,586)
   Advances from related parties                       (38,526)        (98,409)        600,781
   Cheques issued in excess of funds on deposit             --            (836)             --
                                                   -----------     -----------     -----------

                                                     1,598,510         194,646       4,649,015
                                                   -----------     -----------     -----------

FOREIGN CURRENCY TRANSLATION                                --              --           3,590
                                                   -----------     -----------     -----------


INFLOW (OUTFLOW) OF CASH                              (344,355)         36,591           4,281
CASH, BEGINNING OF PERIOD                              348,636              --              --
                                                   -----------     -----------     -----------

CASH, END OF PERIOD                                $     4,281     $    36,591     $     4,281
                                                   ===========     ===========     ===========

NON-CASH FINANCING ACTIVITITES
   Common stock deemed to be issued
     for resource properties                       $    19,000     $        --     $   487,779
                                                   ===========     ===========     ===========
  Warrants granted on purchase of
    resource properties                            $        --     $        --     $    50,000
                                                   ===========     ===========     ===========

  Common stock issued for services                 $   737,860     $   178,300     $ 1,019,800
                                                   ===========     ===========     ===========

  Common stock issued for debt                     $ 1,943,186     $        --     $ 1,943,186
                                                   ===========     ===========     ===========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       5
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER CORPORATION)
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                      (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 financial statements filed
      as part of the Company's April 30, 2004 Form 10KSB.

      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 October 31, 2004 and April 30, 2004 and
      the  results of  operations  and the  statement  of cash flows for the six
      months  ended  October 31,  2004.  The results of  operations  for the six
      months  ended  October  31,  2004 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 and its wholly owned  subsidiaries,  i) Anhydride  Petroleum (USA)
      Inc.  ("Anhydride  USA")  and  Anhydride  USA's  wholly  owned  subsidiary
      Anhydride Petroleum (Canada) Inc.  ("Anhydride Canada") acquired April 30,
      2002 and ii) Oilsands Quest Inc. ("OQI") acquired September 24, 2004.

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 working  capital  deficit of  $2,596,694,  minimal other
      capital resources  presently  available to meet obligations which normally
      can be expected to be incurred by similar  companies  and has  accumulated
      stockholder's deficiency of $1,031,017.

      Included in  accounts  payable is $697,422  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.


                                       6
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER CORPORATION)
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)


2.    GOING CONCERN (continued)

      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, 2003         $        1        $       --        $       --        $        1
Acquisition of property                --           118,455                --           118,455
                               ----------        ----------        ----------        ----------
Balance April 30, 2003                  1           118,455                --           118,456
Acquisition of property                --            75,398         1,035,882         1,111,280
                               ----------        ----------        ----------        ----------
Balance July 31, 2004          $        1        $  193,853        $1,035,882        $1,229,736
                               ==========        ==========        ==========        ==========
</TABLE>


      (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) and are  reflected in the  financial  statements  at the sellers'
      historical cost, as the sellers are the controlling stockholders.

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


                                       7
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER CORPORATION)
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)


4.    PROPERTIES (continued)

      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.  As of
      April 30, 2004, $475,584 (2003 - $177,959) had been spent on the property.
      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. During the six months ended October 31, 2004 the Company expended
      $4,207 to maintain its 20% interest in the claims.


                                       8
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER CORPORATION)
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                      (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 Corp. ("WPC"). Pursuant
      to the  agreement the Company has made a payment of $26,090 to WPC and has
      paid certain other costs on WPC's behalf.

      During the period the Company  reached an agreement with WPC and its major
      shareholders  to acquire all of the issued and  outstanding  shares of WPC
      for  11,000,000  shares  of  common  stock  of the  Company  with  certain
      registration  rights. As the Company and WPC are currently  finalizing the
      structure and documentation these shares have not been issued.

      The  Company,  during the year ended April 30,  2004,  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  (issued) and a cash payment of
      $29,923.

      (d)   Firebag, Sask., Tar Sands Project

      During the six months  ended  October 31, 2004 the Company  acquired a 49%
      interest in the Firebag,  Saskatchewan prospect which covers approximately
      2,000 square miles in north western 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) and a 2.5% gross overriding royalty.

      The Company has 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
      $1,230,517  ($1,500,000 CDN), 2 million common shares and $0.11 per barrel
      in royalties.  Included in property costs for the six months ended October
      31, 2004 is $231,214  ($300,000  CND) which the Company  paid towards this
      purchase.  Subsequent to October 31, 2004,  the Company paid an additional
      $206,748  ($250,000  CND) and the balance is due on or before  January 15,
      2005.


                                       9
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER CORPORATION)
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)


4.    PROPERTIES (continued)

      (d)   Firebag, Sask., Tar Sands Project

      The 49%  interest  in the  Firebag  Saskatchewan  prospect  is held by the
      Companies  subsidiary  OQI. In order to finance the  purchase OQI borrowed
      $769,125 ($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.
      As at  October  31,  2004  the  Company  held  all 100 of the  issued  and
      outstanding shares of OQI. 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 subsequent to October 31, 2004 issued 3 million OQI
      shares to OQI  management and 6,999,900 OQI shares to the Company at $.001
      per share.  The Company has entered into an agreement  with OQI whereby it
      has agreed that upon  acquiring  the shares of American  Oilsands  Company
      Inc.  it  will  sell  them  to OQI  for  $1,200,000  cash  and a  $300,000
      convertible  note on the same terms as noted above.  Subsequent to October
      31, 2004 OQI has raised $174,00 ($210,000 CND) through the sale of 420,000
      OQI shares  and has  issued  options  to its  directors  whereby  they may
      acquire up to 300,000 shares at $0.41 ($0.50 CND) per share,  subject to a
      one year  vesting.  OQI also is  currently  attempting  to raise money for
      exploration and the American  Oilsands  Company Inc.  purchase through the
      sale of up to 975,000  common  shares at $1.31  ($1.60 CND) and  2,500,000
      flow-through  common shares at $1.63 ($2.00 CND). By agreement the Company
      will retain at least a 50% plus one share ownership  interest in OQI after
      this  financing.  The  Company has also the right of first offer on future
      financings.

5.    COMMON STOCK

      (a)   Authorized common shares

      Subsequent to October 31, 2004 the Company received  shareholder  approval
      to increase the authorized  number of common shares to 100,000,000  and on
      November 2, 2004 its articles were 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.


                                       10
<PAGE>


                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER CORPORATION)
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)


5.    COMMON STOCK (continued)

(c)   Stock options

      During the six months ended  October 31, 2004,  100,000 stock options were
      exercised  and issued for cash  proceeds  of $40,000 and  2,389,900  stock
      options  were issued for services  for deemed  proceeds of $725,860  which
      were  included in consulting  expenses.  Subsequent to October 31, 2004 an
      additional  310,000  options  were issued for  services  and  $105,700 was
      charged to consulting.

(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
      $303,781 ($416,484 CDN) which represents  2,776,560 common shares.  During
      the year ended April 30, 2004 the Company issued  287,638 shares  pursuant
      to these  agreements  and  subsequent  to  October  31,  2004 it issued an
      additional 493,493 shares.

(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 six  months  ended
      October  31,  2004  119,999 of these  shares  were  issued and  charged to
      exploration  at $0.10 per  share.  Subsequent  to  October  31,  2004,  an
      additional  766,667 of these  shares  have  been  issued  and  charged  to
      exploration at $0.10 per share.

(f)   Private Placements

      The Company  also entered into three  private  placements  whereby for the
      settlement  of  $476,500  of debt it issued  1,906,000  common  shares and
      1,586,508  warrants to purchase that same number of common shares at $0.35
      each until September 14, 2006.


                                       11
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER CORPORATION)
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)


6.    STOCK OPTIONS (continued)

      During the year ended April 30, 2000, the Company adopted an incentive and
      a  non-statutory  stock option plan.  As at April 30, 2004 the Company had
      options  outstanding  to acquire  1,050,000  shares under the 2000 plan at
      $0.27 per share until August 21, 2006. During the six months ended October
      31, 2004  200,000 of these  options  were  exercised by means of a $54,000
      bonus being applied to the purchase  price.  There remain 850,000  options
      and no additional options available to be issued under this plan.

      During the year ended April 30,  2003,  the  Company  adopted a 2002 Stock
      Option Plan (the "2002 Plan")  which as at April 30, 2004 had  outstanding
      options to acquire up to 455,000 common shares, which were to expire as to
      30,000 at $0.25 per share on May 15,  2004 and 425,000 at $0.25 on May 15,
      2005. During the six months ended October 31, 2004 the 30,000 options with
      the May 15, 2004 expiry date expired  unexercised and 200,000 options were
      exercised by means of a $50,000 bonus being applied to the purchase price.
      As all  available  options  under this plan have been issued no additional
      options  maybe  granted  under the 2002  Plan.  Under the 2002 Plan  there
      remained outstanding 225,000 options to acquire that same number of common
      shares as at October 31, 2004.

      On  September  18, 2003,  the Company  adopted the 2003b  Incentive  Stock
      Option Plan (the "2003b Plan"),  whereby  2,500,000 shares of common stock
      may be optioned. The stock option plan has not been adopted or ratified by
      the shareholders of the Company.  Incentive  options may be granted at any
      price for a period of up to ten years.  As at April 30,  2004 the  Company
      issued a total of 2,450,100  options to acquire that same number of common
      shares and 49,900 options remained  pursuant to this plan.  During the six
      months  ended  October 31, 2004 the Company  granted  49,900  options to a
      consultant  for  services  and that same number of shares were issued at a
      deemed price of $0.40 per share. There are no additional options available
      to be issued under this plan.

      On October 15, 2003, the Company  adopted the 2003c Stock Plan (the "2003c
      Plan"),  whereby  2,000,000  shares of common stock may be  optioned.  The
      2003c Plan has not been  adopted or  ratified by the  shareholders  of the
      Company.  Incentive options may be granted at any price for a period of up
      to ten years. As at April 30, 2004 there were 700,000 options  outstanding
      under  this plan to  acquire  that same  number of shares as to 600,000 at
      $0.17 per share until  October 15, 2004 and 100,000 at $0.30 until January
      27, 2005. During the six months ended October 31, 2004, the Company issued
      100,000  options to acquire that same number of common shares at $0.40 per
      share  until May 4, 2005  which were  exercised  during  the  period.  The
      Company also granted  consultants  options for services  deemed  prices of
      $0.40 per  share  for  500,000  options  and $0.35 per share for  350,000
      options and that same number of shares were issued.  The Company also paid
      a bonus of $102,000  to  consultants  which was used to  exercise  600,000
      options  at  $0.17  per  share.  As at  October  31,  2004  there  remains
      outstanding  100,000  options  at $0.30  until  January  27,  2005 and the
      Company may issue up an additional 450,000 options pursuant to this plan.


                                       12
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER CORPORATION)
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)


6.    STOCK OPTIONS

      During  October 2004,  the Company  adopted the 2004 Stock Plan (the "2004
      Plan"),  whereby 900,000 shares of common stock may be optioned.  The 2004
      Plan has not been adopted or ratified by the  shareholders of the Company.
      Incentive  options  may be  granted at any price for a period of up to ten
      years. During October 2004 the Company granted consultants 590,000 options
      for  services at deemed  prices of $0.36 per share and that same number of
      shares were issued.  As at October 31, 2004 there remained 310,000 options
      available  under this plan.  These  options were  subsequently  granted to
      consultants for services at deemed prices of $0.31 per share as to 150,000
      options and at $0.37 per share as to 160,000  options and that same number
      of shares were issued upon exercise of the options.

      The Company  applies APB  Opinion  No. 25 and related  interpretations  in
      accounting for its stock options granted to employees.

7.    WARRANTS

      The Company had the following warrants outstanding,  to purchase that same
      number of common shares, at October 31, 2004:


                                                            Number of
       Expiry Date             Exercise price               Warrants
       -----------             ---------------             ----------
        3-Nov-04                    $ 0.20                  2,222,222
        6-Jan-05                    $ 0.35                    444,444
        14-Sep-05                   $ 0.34                  2,380,000
        14-Sep-06                   $ 0.35                  7,252,674
                                                           ----------
                                                           12,299,340

         During the six months ended October 31, 2004 2,222,222 of the January
         6, 2005 warrants were re-priced to $0.20 per share and their expiry
         date was changed to November 3, 2004. Subsequent to October 31, 2004
         the November 3, 2004 warrants were exercised and the Company also
         issued an additional 2,222,222 warrants to purchase that same number of
         common shares at $0.35 until November 3, 2005.


                                       13
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER CORPORATION)
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                      (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 six months  ended  October  31,  2004,  the  Company  was
            charged  management  fees of $36,000  by  October  Sun from whom the
            Company  acquired  Anhydride  USA.  October  Sun is  related  to the
            Company by way of  significant  influence.  Also  during this period
            October  Sun  waived  its  rights  to  interest   under  a  $400,000
            convertible  note which bears  interest  at 6% and may be  converted
            into units at the lower of $0.25 per unit or the then  market  price
            on the date of conversion  until December 31, 2004.  Each unit is to
            consist of one common share of the Company and a warrant to purchase
            an  additional  common  share at 133% of the unit price for one year
            following  the  date of  conversion.  During  the six  months  ended
            October 31,  2004  October Sun  converted  this 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 30, 2005.

      (b)   United  Corporate  Advisors ("UCA") is related to the Company by way
            of common  directors.  During the six months ended  October 31, 2004
            UCA waived its rights to interest under a $195,000  convertible note
            which bears  interest at 6% and may be  converted  into units at the
            lower of $0.25  per  unit or the  then  market  price on the date of
            conversion  until December 31, 2004.  Each unit is to consist of one
            common share of the Company and a warrant to purchase an  additional
            common  share at 133% of the unit price for one year  following  the
            date of conversion. During the six months ended October 31, 2004 UCA
            converted this 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. As of October 31, 2004, $5,781 was owed to
            UCA and included in due to related parties. This balances is without
            interest or stated terms of repayment.

      (c)   The Company gave its Directors a bonus of $138,000 which was used to
            exercise  200,000  options  at $0.25 per share  under the 2000 Plan,
            200,000  options at $0.25  under the 2002 Plan and  200,000  options
            under the 2003c Plan.

9.    ACCOUNTS PAYABLE

      Accounts  payable as at October  31,  2004  includes  $697,422  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.


                                       14
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER CORPORATION)
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                      (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
      will pay  $375,799  ($500,000  CDN) by 2005 of which it has paid  $106,508
      ($150,000  CDN).  The  Company  will  also  pay a  royalty  of 5% and will
      purchase  catalyst and processing  equipment  from Earth Energy  Resources
      Ltd. for cost plus 25%. The Central and South American  license  agreement
      is a  three-year  option on the same  terms  with the  exception  that the
      license fee is a one-time payment of $500,000 US.

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, 2004 and October 31, 2004.

12.   CONVERTIBLE DEBENTURES

      During the year ended April 30, 2004 the Company  issued  $1,000,000 of 6%
      secured  convertible  debentures,  which matured June 1, 2004 and of which
      $233,975 were still  outstanding at October 31, 2004. These debentures are
      secured  by a  general  security  agreement  over  all  of  the  Company's
      property.  The debentures are convertible  into common shares at the lower
      of 70% of the  five-day  average  closing  price of the  Company's  common
      shares or $0.45 per share,  provided that while the debentures are in good
      standing  the  conversion  price will not be below  $0.15 per  share.  The
      Company  also  issued  to the  debenture  holders  2,666,666  warrants  to
      purchase the same amount of common shares.


                                       15
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER CORPORATION)
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)


12.   CONVERTIBLE DEBENTURE (continued)

      The Company has granted the holders of the debentures  registration rights
      on the underlying common shares.  The registration  rights agreement calls
      for the  Company for the  underlying  shares to be  registered  by May 29,
      2004.  The Company did not complete  the  registration  of the  underlying
      shares  until  August 19,  2004 and was subject to a penalty of 2% penalty
      every thirty days the registration statement was late. The debentures also
      require that the holders of the debentures agree to the issuance of shares
      in certain  instances.  The Company may redeem the convertible  notes at a
      redemption price of 110% of the principal plus interest.

      During the six months ended October 31, 2004 the Company issued $1,500,000
      of 6% secured convertible  debentures,  which mature February 28, 2005 and
      are still outstanding.  These debentures are secured by a general security
      agreement  over  all  of  the  Company's  property.   The  debentures  are
      convertible into common shares at the lower of 70% of the five-day average
      closing price of the Company's common shares or $0.45 per share,  provided
      that while the debentures  are in good standing the conversion  price will
      not be below  $0.15 per share.  The Company  also issued to the  debenture
      holders  5,666,166  warrants to purchase the same amount of common shares.
      The Company has granted the holders of the debentures  registration rights
      on the underlying  common shares.  The Company may redeem the  convertible
      notes at a redemption price of 125% of the principal plus interest.

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
      representing  15.625% of its  issued and  outstanding  share  capital  for
      $152,800  ($200,000  CDN).  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
      375,000 common shares for $75,818  ($100,000 CDN) to bring its interest in
      Energy 51 to 20.8% which the Company exercised during the six months ended
      October 31,  2004.  The  Company  also had the right to purchase a further
      375,000  common  shares for  $81,673  ($100,000  CDN)  which it  exercised
      subsequent  to October 31, 2004 to bring its equity  interest in Energy 51
      to 25%.

      As part of this  agreement  the  Company  must to be offered  the right to
      participate  on all prospects  generated by Energy 51 until April 1, 2006.
      During the six months ended October 31, 2004 the Company advanced $200,222
      towards Sylvan Lake oil and gas prospect and $61,667  towards the Barrhead
      oil  and  gas  prospect.  To date no work  has  been  conducted  on  these
      prospects.


                                       16

<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (FORMERLY URANIUM POWER CORPORATION)
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)


14.   COMMITMENT

      The Company occupies leased premises in Vancouver,  Canada under the terms
      of a lease expiring  January 31, 2006.  Annual rental payments are $14,025
      ($19,228 CDN).

15.   SUBSEQUENT EVENTS

      Subsequent to October 31, 2004,  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
      costs of $50,000 which along with the information  learned are 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's  subsidiary  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  $68,571
      ($84,000  CND)  per  year  until  certain  business  targets  are  met and
      thereafter at $142,822  ($175,000  CND) per year.  These  agreements  also
      contain termination clauses whereby OQI has agreed to pay them, subject to
      certain  conditions,  an amount of up to two times their annual pay should
      they be terminated for reasons other than cause.


                                       17
<PAGE>

                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
                        FINANCIAL STATEMENTS - UNAUDITED
                          STATED IN UNITED STATES FUNDS
                            (PREPARED BY MANAGEMENT)
                                OCTOBER 31, 2004




                                       18

<PAGE>

                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
                           BALANCE SHEETS - UNAUDITED
                    AS AT OCTOBER 31, 2004 AND APRIL 30, 2004
                          STATED IN UNITED STATES FUNDS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                     ASSETS

                                                        OCTOBER 31, 2004     APRIL 30, 2004
<S>                                                     <C>                  <C>

CURRENT ASSETS
      Cash                                                 $    12,081         $    12,304
      Accounts receivable                                       76,398              76,398
      Deposits                                                     365                 365
                                                           -----------         -----------

                                                                88,844              89,067

EQUIPMENT (Note 3)                                              38,803              45,651
ASSETS HELD IN TRUST                                            11,611              11,611
                                                           -----------         -----------

                                                           $   139,258         $   146,329
                                                           ===========         ===========


                                   LIABILITIES

CURRENT LIABILITIES
      Notes payable                                        $    25,540         $    25,540
      Accounts payable and accrued liabilities                 896,906             861,115
                                                           -----------         -----------
                                                               922,446             886,655

SHAREHOLDERS' LOAN (Note 4)                                    103,102             103,080
LIABILITY FOR ASSETS HELD IN TRUST                              11,611              11,611
                                                           -----------         -----------

                                                             1,037,159           1,001,346
                                                           ===========         ===========


                              STOCKHOLDERS' DEFICIT

CAPITAL STOCK
  Authorized an unlimited amount of class A common
  shares Issued 22,252925 class A common shares
  for October 31, 2004 and April 30, 2004                      712,343             712,343
CUMULATIVE TRANSLATION ADJUSTMENT                             (102,094)           (102,094)
RETAINED EARNINGS (DEFICIT)                                 (1,508,150)         (1,465,266)
                                                           -----------         -----------

                                                              (897,901)           (855,017)
                                                           -----------         -----------

                                                           $   139,258         $   146,329
                                                           ===========         ===========
</TABLE>

SEE NOTES TO THE FINANCIAL STATEMENTS


                                       19
<PAGE>

                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
                 STATEMENT OF STOCKHOLDERS' DEFICIT - UNAUDITED
                  FROM INCEPTION OCTOBER 22, 1999 TO APRIL 30,
         2001 AND FOR THE YEARS ENDED APRIL 30, 2002, 2003 AND 2004 AND
                      THE SIX MONTHS ENDED OCTOBER 31, 2004
                          STATED IN UNITED STATES FUNDS

<TABLE>
<CAPTION>
                                                          Translation
                         No. of Shares       Amount        Adjustment          Deficit          Total
<S>                        <C>            <C>              <C>              <C>              <C>
Inception
 October 22, 1999
 to April 30, 2001                  1     $         1      $        --      $    (3,813)     $    (3,812)
  Cash                      1,629,999         215,807            1,608         (488,593)        (271,178)
  Income tax recovery              --         (43,610)              --               --          (43,610)
  Property                 16,000,000          25,555               --               --           25,555
                          -----------     -----------      -----------      -----------      -----------
April 30, 2002             17,630,000         197,753            1,608         (492,406)        (293,045)
  Cash                      4,622,925         618,172          (73,570)        (793,395)        (248,793)
  Income tax recovery              --        (103,582)              --               --         (103,582)
                          -----------     -----------      -----------      -----------      -----------
April 30, 2003             22,252,925         712,343          (71,962)      (1,285,801)        (645,420)
  Cash                             --              --          (30,132)        (179,465)        (209,597)
                          -----------     -----------      -----------      -----------      -----------
April 30, 2004             22,252,925         712,343         (102,094)      (1,465,266)        (855,017)
Cash                               --              --               --          (42,884)         (42,884)
                          -----------     -----------      -----------      -----------      -----------
October 31, 2004           22,252,925     $   712,343      $  (102,094)     $(1,508,150)     $  (897,901)
                          ===========     ===========      ===========      ===========      ===========
</TABLE>

SEE NOTES TO THE FINANCIAL STATEMENTS

                                       20

<PAGE>

                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
          STATEMENT OF OPERATIONS AND STOCKHOLDERS' DEFICIT - UNAUDITED
              FOR THE SIX MONTHS ENDED OCTOBER 31, 2004, 2003, AND
               FROM INCEPTION OCTOBER 22, 1999 TO OCTOBER 31, 2004
                          STATED IN UNITED STATES FUNDS

<TABLE>
<CAPTION>
                                                                        FROM INCEPTION
                                          FOR THE SIX MONTHS           OCTOBER 22, 1999
                                           ENDED OCTOBER 31                   TO
                                        2004               2003        OCTOBER 31, 2004
<S>                                 <C>                <C>                <C>
Expenses
  Exploration costs                 $    35,262        $   106,024        $ 1,560,601
  Amortization                            6,848              3,384             34,189
  Interest and bank charges                 774                 --              3,918
  Miscellaneous                              --                 --                995
  Office and general                         --              9,754             18,226
  Professional fees                          --              1,134             37,413
                                    -----------        -----------        -----------

Loss before income taxes                (42,884)          (120,296)        (1,655,342)

Income tax recovery                          --                 --            147,192
                                    -----------        -----------        -----------

NET LOSS                                (42,884)          (120,296)       $(1,508,150)
                                                                          ===========

Deficit - beginning of period        (1,465,266)        (1,285,801)
                                    -----------        -----------

DEFICIT - END OF PERIOD             $(1,508,150)       $(1,406,097)
                                    ===========        ===========
</TABLE>

                      SEE NOTES TO THE FINANCIAL STATEMENTS

                                       21

<PAGE>

                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
                       STATEMENT OF CASH FLOWS - UNAUDITED
              FOR THE SIX MONTHS ENDED OCTOBER 31, 2004, 2003, AND
               FROM INCEPTION OCTOBER 22, 1999 TO OCTOBER 31, 2004
                          STATED IN UNITED STATES FUNDS

<TABLE>
<CAPTION>
                                                                              FROM INCEPTION
                                               FOR THE SIX MONTHS            OCTOBER 22, 1999
                                                ENDED OCTOBER 31,                    TO
                                            2004               2003          OCTOBER 31 , 2004
<S>                                      <C>                <C>                <C>
Cash provided by (used in)
  OPERATING ACTIVITES:
    Net loss                             $   (42,884)       $   (82,983)       $(1,508,150)
    Items not involving cash:
      Amortization                             6,848              3,384             37,613
      Income tax recovery                         --                 --           (147,192)
      Shares issued for properties                --                 --             25,555
                                         -----------        -----------        -----------
                                             (36,036)           (79,599)        (1,592,174)
    Non-cash operating working
     capital                                  35,791             70,155            820,147
                                         -----------        -----------        -----------
                                                (245)            (9,444)          (772,027)
                                         -----------        -----------        -----------

CASH (USED IN) INVESTING
  ACTIVITIES                                      --                 --            (76,418)
                                         -----------        -----------        -----------

CASH PROVIDED BY (USED IN)
 FINANCING ACTIVITIES
   Due to  bank                                   --                 --                 --
   Proceeds from note payable                     --                 --             39,404
   Repayment of note payable                      --            (13,869)           (13,866)
   Increase in shareholders' loan                 22             50,336            103,102
   Capital stock issuance                         --                 --            833,980
                                         -----------        -----------        -----------
                                                  22             36,467            962,620
                                         -----------        -----------        -----------

CURRANCY TRANSLATION
 ADJUSTMENT                                       --            (27,779)          (102,094)
                                         -----------        -----------        -----------

INCREASE  IN CASH                               (223)              (756)       $    12,081
                                                                               ===========

CASH - BEGINNING OF PERIOD               $    12,304        $     4,318
                                         ===========        ===========

CASH - END OF PERIOD                     $    12,081        $     3,562
                                         ===========        ===========
</TABLE>

SEE NOTES TO THE FINANCIAL STATEMENTS

                                       22
<PAGE>

                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
                  NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                          STATED IN UNITED STATES FUNDS


1.    GOING CONCERN AND NATURE OF OPERATIONS

      The accompanying  financial  statements have been prepared on the basis of
      accounting  principles  applicable to a going concern,  which contemplates
      the realization of assets and extinguishments of liabilities in the normal
      course of business. The Company has incurred losses during the period from
      inception, October 22, 1999, to October 31, 2004 of $1,508,150.

      The Company  requires  financing  to fund its future  operations  and will
      attempt to meet its ongoing  liabilities as they fall due through the sale
      of equity securities and/or debt financing. There can be no assurance that
      the Company will be able to raise the  necessary  financing to continue in
      operation or meet its  liabilities  as they fall due or be  successful  in
      achieving profitability from its planning principle operations. Should the
      Company be unable to realize the carrying value of its assets or discharge
      its  liabilities in the normal course of business,  the Company may not be
      able to remain in operation and the net realizable value of its assets may
      be materially less than the amounts recorded on the balance sheet.

      The Company was incorporated  during 2001 under the Business  Corporations
      Act of the Province of Alberta.  The Company is engaged in the business of
      oil and natural gas exploration and acquisition,  primarily as it pertains
      to oil shale deposits. The Company is exploring the oil shale deposits on,
      approximately,   700,000  acres  under  permits,   from  the  Saskatchewan
      Government,  in the  Pasquia  Hills area of northern  Saskatchewan.  These
      permits  were  acquired  from a director  and  officer of the  Company for
      16,000,000 common shares.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The financial  statements have been prepared in accordance with accounting
      principles  generally  accepted  in the  United  States of  America  which
      require  management  to make  estimates  and  assumptions  that affect the
      reported  amount of assets and  liabilities  and  disclosure of contingent
      assets and  liabilities  at the date of the financial  statements  and the
      reported  amount  of  revenues  and  expenses  during  the  period.  These
      estimates are reviewed periodically, and, as adjustments become necessary,
      they are  reported in  earnings in the period in which they become  known.
      The financial statements reflect the following policies:

      EXPLORATION STAGE EXPENDITURES

      The Company  expenses all  expenditures  for  exploration of properties as
      they  are  incurred  where  the  properties  do not  have  proven  mineral
      reserves.

      DEPRECIATION OF NON-RESOURCE ASSETS

      Equipment is recorded at cost less accumulated amortization.  Amortization
      is provided on the  diminishing  balance basis over the  estimated  useful
      life of the assets at the following annual rates:

            Equipment 30%


                                       23

<PAGE>

                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
                  NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                          STATED IN UNITED STATES FUNDS


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      FOREIGN CURRENCY TRANSLATION

      The Company's  operations are conducted  principally in Canada,  hence the
      Canadian dollar is the functional  currency which is translated into U. S.
      dollars for reporting purposes as follows:

      (i) Assets and  liabilities  at the rate of  exchange  in effect as at the
      balance sheet date; and,

      (ii)  Revenues  and  expenditures  at the average rate of exchange for the
      year.

      Gains and losses  arising from this  translation  of foreign  currency are
      included as a separate component of shareholders' equity (deficit).

      FUTURE INCOME TAXES

      Future income tax assets and liabilities are recognized for the future tax
      consequences  attributable  to  temporary  differences  between  financial
      statement carrying amounts and their tax bases. These amounts are measured
      using  enacted tax rates and  re-measured  annually for the rate  changes.
      Future  income tax assets are  recognized  for the  benefit of  deductions
      available to be carried  forward to future periods for tax purposes,  that
      are likely to be realized.  Future income tax assets are re-assessed  each
      year to determine if a valuation allowance is required.  Any effect of the
      re-measurement or re-assessment is recognized in the period of change.

3.    EQUIPMENT

                        October 31, 2004

                           Accumulated           Net            April 30, 2004
            Cost          Amortization        Book Value        Net Book Value

          $77,120           $38,317             $38,803             $45,651
          =======           =======             =======             =======

4.    SHAREHOLDERS' LOAN

      The loan is non-interest bearing and has no specific terms of repayment.

5.    FINANCIAL INSTRUMENTS

      The Company's recognized financial instruments consist of accounts
      receivable and accounts payable and accrued liabilities. The fair value of
      these items approximate their carrying value given the short term nature
      of the amounts. The Company is not exposed to significant interest rate
      risk.


                                       24

<PAGE>

                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
                  NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 2004
                          STATED IN UNITED STATES FUNDS
                            (PREPARED BY MANAGEMENT)

6.    CREDIT RISK

      The Company is not exposed to significant credit risk.

      The  Company  does  not  have a  significant  exposure  to any  individual
      customer  or  counterpart.  Its  accounts  receivable  are mainly from the
      government for GST input tax credits.

7.    SUBSEQUENT EVENT

      Ownership of the Company is being  acquired by an  unrelated  corporation,
      CanWest Petroleum Corporation, a Colorado corporation, engaged in resource
      property acquisitions and exploration.


                                       25
<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. = $1.2244 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  working  capital  deficit  of
$2,596,694  and minimal  other  capital  resources  presently  available to meet
obligations  which normally can be expected to be incurred by similar  companies
and has  accumulated  stockholder's  deficiency  of  $1,031,017.  Subsequent  to
October 31, 2004 warrant holders  exercised  2,222,222  warrants for proceeds of
$444,444 to the Company.  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 six months ended  October 31, 2004 the Company  spent  $188,875 in an
exploration  program on its Pasquia  Hills,  Oil Shale  prospect.  Subsequent to
October 31, 2004 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 (CDN) which along with the
information  learned are 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.  Depending on
the outcome of additional testing and the level of interest of the joint venture
partner  this  prospect  could  become the primary  focus for the Company in the
future.

During the six months ended October 31, 2004 the Company acquired a 49% interest
in the Firebag,  Saskatchewan  prospect which covers  approximately 2,000 square
miles in north western  Saskatchewan  along the Alberta border.  The prospective
lands host Fort McMurray and Wabiskaw Palo channel  zones  containing  Athabasca
Oil Sands.  This interest was acquired from Powermax  Energy,  Inc. for $769,125
($1 million CDN) and a 2.5% gross  overriding  royalty.  The Company has 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 $1,230,517 ($1,500,000 CDN), 2 million
common  shares of the  Company  and $0.11 per barrel in  royalties.  Included in
property  costs for the six months ended October 31, 2004 is $231,214  ($300,000
CND) which the Company  paid towards this  purchase.  Subsequent  to October 31,
2004, the Company paid an additional  $206,748 ($250,000 CND) and the balance is
due on or before January 15, 2005.


                                       26
<PAGE>


The 49% interest in the Firebag  Saskatchewan  prospect is held by the Companies
subsidiary  OQI. In order to finance the  purchase  OQI  borrowed  $769,125  ($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 CDN) per share.  As at October 31, 2004 the
Company  held all 100 of the issued and  outstanding  shares of OQI. 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 subsequent to October
31, 2004 issued 3 million OQI shares to OQI  management and 6,999,900 OQI shares
to the Company at $.001 per share.  The Company  has entered  into an  agreement
with OQI  whereby  it has agreed  that upon  acquiring  the  shares of  American
Oilsands  Company  Inc.  it will  sell  them to OQI for  $1,200,000  cash  and a
$300,000  convertible  note on the  same  terms as noted  above.  Subsequent  to
October  31,  2004 OQI has raised  $174,00  ($210,000  CND)  through the sale of
420,000  OQI shares and has issued  options to its  directors  whereby  they may
acquire up to 300,000  shares at $0.41  ($0.50 CND) per share,  subject to a one
year vesting.  OQI also is currently  attempting to raise money for  exploration
and the  American  Oilsands  Company  Inc.  purchase  through  the sale of up to
975,000  common  shares at $1.31 ($1.60 CND) and 2,500,000  flow-through  common
shares at $1.63 ($2.00 CND). By agreement the Company will retain at least a 50%
plus one share ownership  interest in OQI after this financing.  The Company has
also the right of first  offer on future  financings  and  intends,  subject  to
financing and exploration  results,  to maintain and or increase its interest in
OQI.

The  Company's  subsidiary  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 $68,571  ($84,000 CND) per year
until certain  business  targets are met and  thereafter  at $142,822  ($175,000
CND). These agreements also contain  termination  clauses whereby OQI has agreed
to pay them, subject to certain  conditions,  an amount of up to two times their
annual pay should they be terminated for reasons other than cause.

The Company  increased its  investment in Energy 51 Inc. by spending  $81,673 to
bring its interest up to 25%. Energy 51 Inc. is a privately held Alberta oil and
gas  exploration  company.  The Company  retains the right to participate on all
prospects  generated by Energy 51 Inc.  through to April 1, 2006 and the Company
the Company has advanced  $200,222  towards Sylvan Lake oil and gas prospect and
$61,667  towards the  Barrhead  oil and gas  prospect.  To date no work has been
conducted on these prospects.  It is hoped that the expenditure in Energy 51 and
the related oil and gas prospects will generate cash flow back to the Company to
allow it to further explore for other natural resources.

The Company continues to hold its interest in the Earth Energy Licence Agreement
but does  not plan to spend  further  funds  on it at this  time.  Likewise  the
Company continues to hold its 20% interest in Uranium Holdings Corporation which
is  exploring  for uranium but does not intend to spend any further  funds other
than to maintain its interest at this time.


                                       27
<PAGE>


Changes in Financial Condition

During the six months  ended  October 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.  For the six months ended October 31, 2003 the primary focus of
the Company was on finding a business plan and / or project of significant merit
for the Company and in dealing with the  creditor  and other  issues  related to
failure of the Company's exploration program. Management fees for the quarter of
$36,000  (2003 - $90,857)  decreased  as the  former  president  of the  Company
resigned  and the new  president  of the Company is not paid a  management  fee.
Advertising and promotion costs of $115,940 (2003 - $53,001) were up as a result
of the Company  actively  seeking  financing  for the Firebag  Sask.,  Oil Sands
prospect. Consulting expense of $973,845 (2003 - $224,310) were up significantly
as the Company tried to conserve its cash resources by paying  consultants  with
bonus shares. Included in consulting expenses as at October 31, 2004 is $138,000
paid to  directors  of the  Company and used to exercise  600,000  shares  under
option  plans.  Travel costs of $14,105  (2003 - $12,639) were up as a result of
increase travel in regard to financing  attempts.  Professional fees of $149,435
(2003 - $49,981)  continued to be a major  expense to the Company as it incurred
costs related to evaluating various business  proposals,  dealing with Anhydride
Canada's  creditor  situation  and  legal  work  pertaining  to the  convertible
debenture  financing.  The Company also  incurred  $97,853 (2003 - $543) in bank
charges and  interest  primarily  as a result of interest  and  penalties on its
convertible  debentures  which it did not have in the prior  period.  During the
period the Company spent $200,875, primarily on exploration of its Pasquia Hill,
Oil Shale  prospect  while  during the prior period the Company did not have any
exploration projects and was actively seeking them. In conjunction with its fund
raising  activities the Company had a non-cash  financing  expense of $1,211,421
which is related to the discount offered on the convertible  debenture financing
and warrants  issued in conjunction  with its private  placements.  In total the
Company  experienced  a net loss of  $2,856,429  or $0.12  per share for the six
months ended  October 31, 2004,  compared to a net loss of $460,279 or $0.03 per
share for the six months ended October 31, 2003. 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 find a successful  business plan and our
ability to raise further  funding.  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 cash or revenues.

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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.


                                       28
<PAGE>


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, 2004 10K-SB except as noted below:

      o     On September 29, 2004 Baker Hughes Canada  Company filed a statement
            of claim against  Anhydride  Canada in the amount of $49,914.05 plus
            interest and costs in the Supreme Court of British Columbia, Canada.
            Anhydride  Canada has not filed a statement  of defense and does not
            intend to do so.

      o     Anhydride Oil Corporation ("AOC") filed a statement of claim against
            Anhydride  Canada on  December  13,  2004 in the Court of the Queens
            Bench, Calgary Alberta,  Canada seeking Anhydride Canada to transfer
            certain  Petroleum  and Natural Gas Licenses to them plus to pay for
            costs related to the action.  These  Licenses  pertain to previously
            written off exploration activities of the Company and the Company is
            accessing its course of action.

ITEM 2. CHANGES IN SECURITIES; RECENT SALES OF UNREGISTERED SECURITIES

      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 have
not otherwise been reported by the Company.

On November  15,  2004 the Company  issued  bonus  shares,  under its 2004 stock
option plan, for consulting  services at a deemed price of $0.31 per share as to
75,000  shares of Common Stock to each of Talal Fouani and Peter  Matousec.  The
option  and  shares  issued  were  issued  in  reliance  on the  exemption  from
registration contained in Section 4(2) of the Act.


                                       29
<PAGE>


On November  29,  2004 the Company  issued  bonus  shares,  under its 2004 stock
option plan, for consulting  services at a deemed price of $0.37 per share as to
160,000  shares of Common Stock to Tim Brock.  The option and shares issued were
issued in reliance on the exemption from registration  contained in Section 4(2)
of the Act.

On December 6, 2004 the Company  issued  66,667 of our Common Stock to Joan Cox,
66,667 of our Common  Stock to  Surrinder  Brar,  33,333 of our Common  Stock to
Darwin Buehler, 33,333 of our Common Stock to 633430 Alberta Ltd., 33,333 of our
Common  Stock  to R.  Deets  Welding,  33,333  of our  Common  Stock  to  Demers
Contracting,  266,667 of our Common Stock to Peter  Brown,  66,667 of our Common
Stock to James Billingsley,  66,667 of our Common Stock to Robert Brunet, 66,667
of our Common Stock to JE Coe and 33,333 of our common shares to Gary  Schroeder
pursuant  to our  agreement  to acquire  the  property  interests  of  Anhydride
Peteroleum  Limited  Partnership  at a deemed  price of $0.10 per  share.  These
shares were issued in reliance on the exemption from  registration  contained in
Section 4(2) of the Act.

On  December  6, 2004 the Company  issued  44,195 of our Common  Stock to Demers
Contracting,  258,098 of our Common Stock to Foothills  Diamond  Coring Ltd. and
191,200 of our common  shares to Chard Camp Catering in settlement of $61,436.78
($73,724.13  Cnd.) of  Anhydride  Canada's  debt.  These  shares  were issued in
reliance on the  exemption  from  registration  contained in Section 4(2) of the
Act.

ITEM 5. OTHER INFORMATION

      The  Company's   subsidiary  OQI  reached  agreement  with  its  President
(Christopher  C. Hopkins) and Chief  Financial  Officer  (Karim Hirji)  whereby,
subject to certain  conditions,  they each have agreed to provide their services
to OQI in return  for  $68,571  ($84,000  CND) per year until  certain  business
targets are met and thereafter at $142,822 ($175,000 CND). These agreements also
contain  termination  clauses  whereby  OQI has  agreed to pay them,  subject to
certain conditions, an amount of up to two times their annual pay should they be
terminated for reasons other than cause. OQI does not yet have signed agreements
with Messrs.  Hopkins or Hirji. The entry into these agreements should have been
reported on Form 8-K by the Company under Items 1.01 and 5.02.


                                       30
<PAGE>


ITEM 6. EXHIBITS

      (a)   Exhibits

            3.1(a) Articles of Incorporation. (1)

            3.2   Bylaws.(2)

            4.1   Form of 6% Secured  Convertible  Debenture  due  February  28,
                  2005(3).

            10.1  Agreement of Purchase and Sale by and Between Powermax Energy,
                  Inc. and  OQI (f/k/a 808099  Alberta Ltd) dated  September 29,
                  2004. (4)

            10.2  Gross  Overriding  Royalty  Agreement dated September 29, 2004
                  (4)

            10.3  Purchase  and Sale  Agreement  dated  November 8, 2004 between
                  Canwest   Petroleum    Corporation    (f/k/a   Uranium   Power
                  Corporation), Western Canadian Mint Inc., Bullion Fund Inc, et
                  al, and American Oilsands Company Inc., filed herewith.

            10.4  Amendment to Purchase and Sale  Agreement  dated  November 25,
                  2004 between  Canwest  Petroleum  Corporation  (f/n/a  Uranium
                  Power  Corporation),  Western Canadian Mint Inc., Bullion Fund
                  Inc,  et  al,  and  American   Oilsands  Company  Inc.,  filed
                  herewith.

            10.5  Letter  Agreement  between  Oilsands  Quest,  Inc. and CanWest
                  Petroleum   Corporation  dated  November  12,  2004  regarding
                  purchase of Western Canadian Mint Shares, filed herewith.

            10.6  Minimum Initial  Investment  Letter Agreement between Oilsands
                  Quest, Inc. and CanWest Petroleum Corporation, filed herewith.

            10.7  Right of  First  Refusal  Letter  Agreement  between  Oilsands
                  Quest, Inc. and CanWest Petroleum Corporation, filed herewith.

            10.8  OQI(f/k/a 808099 Alberta Ltd) $1,00,000 Convertible Debenture,
                  filed herewith.

            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 10-QSB, filed September 20, 2004.

(4)   Incorporated by reference from Form 8-K, filed October 13, 2004.


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<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/A No. 1 to
be signed on its behalf by the undersigned, thereunto duly authorized.

CANWEST PETROLEUM CORPORATION

Date:  December 22, 2004                  By:  /s/ Thornton J. Donaldson
                                             -----------------------------------
                                             Thornton J. Donaldson, President,
                                             Chief  Executive  Officer,  Chief
                                             Financial  Officer and Director




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