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

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2005

                                       OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the transition period from _________ to
      ___________.

COMMISSION FILE NUMBER:  0-27659

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


        Colorado                                              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
March 15, 2005 was 43,800,787 shares of Common Stock.

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

<PAGE>

                          CANWEST PETROLEUM CORPORAITON

                                      Index

<TABLE>
<CAPTION>
                                                                                       Page
<S>    <C>                                                                             <C>
PART I. FINANCIAL INFORMATION

  Item 1. Financial Statements of CanWest Petroleum Corporation                         1

       Consolidated Balance Sheets (U.S. Dollars) as at January 31, 2005
       (UNAUDITED) and April 30, 2004                                                   2

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

       Consolidated Statements of Stockholders' Deficiency (U.S. Dollars)
       for the nine months ended January 31, 2005 (UNAUDITED)
       and the year ended April 30, 2004                                                4

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

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

       Financial Statements of Western Petrochemicals Corporation (UNAUDITED)          18

       Balance Sheets as at January 31, 2005 (UNAUDITED) and April 30, 2004            19

       Statement of Stockholders' Deficit for the nine months ended
       January 31, 2005 (UNAUDITED) and the year ended April 30, 2004                  20

       Statement of Operations and Stockholders' Deficit for the nine months ended
       January 31, 2005 and 2004 (UNAUDITED)                                           21

       Statement of Cash Flows for the nine months ended
       January 31, 2005 and 2004 (UNAUDITED)                                           22

       Notes to the Financial Statements for the nine months ended
       January 31, 2005 ((UNAUDITED)                                                   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                                                                      30
       Item 4. Submission of Matters to a Vote of Security Holders                     34
       Item 5. Other Information
                                                                                       34
       Item 6. Exhibits                                                                34

       Signatures                                                                      35
</TABLE>

<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                        Consolidated Financial Statements
                   For The Nine Months Ended January 31, 2005
                      (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>
                                                                   January 31,     April 30,
                                                                      2005           2004
                          ASSETS                                   (UNAUDITED)     (AUDITED)
                                                                  -------------  -------------
<S>                                                               <C>            <C>
Current
     Cash                                                         $   455,114    $     348,636
     Accounts Receivable                                               14,636           20,718
     Exploration Advances and Deposits                                258,086               --
                                                                  -------------  -------------
                                                                      727,836          369,354
Properties (note 4)                                                 1,523,222          118,456
Earth Energy License Agreement  (note 10)                             106,508          106,508
Investment in Energy 51 Inc. (note 13)                                310,291          152,800
Investment in Uranium Holdings Corporation (note 4b)                      815              815
                                                                  -------------  -------------

                                                                  $   2,668,672  $     747,933
                                                                  =============  =============
                                   LIABILITIES
Current
    Accounts Payable (notes 2 and 9)                              $   1,099,336  $   1,115,177
    Convertible Debentures  (note 12)                                 1,441,342      1,020,375
    Due to Related Parties (note 8)                                      49,285        639,307
                                                                  -------------  -------------
                                                                      2,589,963      2,774,859
Future Income taxes (Note 15)                                           167,635             --
Minority Interest (Note 1 and 4d)                                       428,853             --
                                                                  -------------  -------------
                                                                      3,186,451      2,774,859
                                                                  -------------  -------------
Commitments and contingencies (notes 2, 4, 5, 6, 7, 9, remove
 10, 11, 12, 14 and 15)
                            STOCKHOLDERS' DEFICIENCY
Capital Stock
Authorized
     100,000,000 Common stock with a par value of $0.001 each
      (note 5)
     10,000,000 Preferred stock with a par value of $0.001 each
Issued
     37,376,207 Common stock (note 5)                                    37,376
     20,784,838 Common stock                                                            20,785
Treasury Stock                                                              (23)           (23)
Additional Paid-in Capital                                            8,444,943      2,955,768
Deficit Accumulated During Exploration Stage                         (8,807,667)    (4,890,892)
Other Comprehensive Loss                                               (192,408)      (112,564)
                                                                  -------------  -------------
                                                                       (517,779)    (2,026,926)
                                                                  -------------  -------------

                                                                  $   2,668,672    $   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                   Nine Months Ended              through
                                                    January 31,                         January 31,                January 31,
                                               2005             2004              2005              2004              2005
                                         --------------------------------------------------------------------------------------
<S>                                      <C>               <C>               <C>               <C>               <C>
Expenditures
     Management Fee                      $       18,000    $       18,000    $       54,000    $      108,857    $      396,602
     Advertising and Promotion                   70,264            72,411           186,204           125,412           721,706
     Consulting                                 367,984           113,536         1,341,829           337,846         1,992,130
     Travel                                       8,180             8,609            22,285            21,248           144,316
     Professional Fees                           50,534            42,661           199,969            92,642           624,933
     Transfer Agent Fees                         14,134             1,798            38,017            10,414            75,965
     Rent                                         7,184             4,643            19,754            10,455            60,932
     Office                                      24,571             3,847            45,073            12,230            83,184
     Interest and Bank Charges                   26,663             2,163           124,516             2,706           161,538
     Equity loss from investment                     --                --                --                --            19,713
     Incorporation cost written off                  --                --                --                --               700
     Exploration costs                          159,359             2,261           360,234             8,398         1,680,097
     Non-cash financing expenses                382,081           192,600         1,593,502           192,600         2,058,100
     Write-off of Exploration Property               --                --                --                --           856,359
                                         --------------    --------------    --------------    --------------    --------------
Net loss before income tax recovery
  and minority interest                       1,128,954           462,529         3,985,383           922,808         8,876,275
Income tax recovery                             (21,411)               --           (21,411)               --           (21,411)
                                         --------------    --------------    --------------    --------------    --------------
Net loss before minority interest             1,107,543           462,529         3,963,972           922,808         8,854,864
Minority interest (Note 1 and 4d)               (47,197)               --           (47,197)               --           (47,197)
                                         --------------    --------------    --------------    --------------    --------------
Net loss for the period                  $    1,060,346    $      462,529    $    3,916,775    $      922,808    $    8,807,667
                                         ==============    ==============    ==============    ==============    ==============
Net Loss Per Share                       $        (0.03)   $        (0.02)   $        (0.14)   $        (0.05)
                                         ==============    ==============    ==============    ==============

Weighted Average Number of shares
Outstanding                                  34,768,630        18,600,819        27,450,214        17,637,886
                                         ==============    ==============    ==============    ==============
</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 Nine Months Ended January 31, 2005 (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                                       2,322,222            2,322               --                --           482,122
  Property                                      50,000               50               --                --            18,950
  Services                                   4,036,566            4,037               --                --         1,053,690
  Settlement of debt                        10,182,581           10,182               --                --         2,312,516
Beneficial conversion feature of
  convertible debentures and warrants               --               --               --                --         1,593,502
Stock option compensation expense                   --               --               --                --            28,395
Other comprehensive (loss)                          --               --               --                --                --
Net loss                                            --               --               --                --                --
                                        --------------   --------------   --------------    --------------    --------------
Balance January 31, 2005                    37,376,207   $       37,376          (23,000)   $          (23)   $    8,444,943
                                        ==============   ==============   ==============    ==============    ==============
</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                                              --                --           484,444
  Property                                          --                --            19,000
  Services                                          --                --         1,057,727
  Settlement of debt                                --                --         2,322,698
Beneficial conversion feature of
  convertible debentures and warrants               --                --         1,593,502
Stock option compensation expense                   --                --            28,395
Other comprehensive (loss)                     (79,844)               --           (79,844)
Net loss                                            --        (3,916,775)       (3,916,775)
                                        --------------    --------------    --------------
Balance January 31, 2005                $     (192,408)   $   (8,807,667)   $     (517,779)
                                        ==============    ==============    ==============
</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 Nine Months Ended       on April 3, 1998
                                                             January 31,              to January 31,
                                                       2005              2004              2005
                                                  --------------    --------------    --------------
<S>                                               <C>               <C>               <C>
Operating Activities
Net loss                                          $   (3,916,775)   $     (922,808)   ($   8,807,667)
Adjustments to reconcile net
loss to net cash used in operating activites
  Stock option compensation expenses                      28,395            89,340           271,459
  Consulting expenses acquired for shares                969,060           178,340         1,166,000
  Exploration costs acquired for shares                   88,667                --           225,998
  Equity loss from investment                                 --                --            19,713
  Financial services acquired for shares                      --                --            60,000
  Non cash financing expense                           1,593,502           192,600         2,058,100
  Write-down of exploration property                          --                --           856,359
  Income tax recovery                                    (21,411)               --           (21,411)
  Minority interest                                      (47,197)               --           (47,197)
Changes in Non-cash Working Capital
   Accounts Recievable and Exploration Advances         (252,004)              469          (272,722)
   Accounts Payable                                      430,164             4,409         1,583,818
                                                  --------------    --------------    --------------
                                                      (1,127,599)         (457,650)       (2,907,550)
                                                  --------------    --------------    --------------
Investing Activity
   Earth Energy Licence                                       --          (106,508)         (106,508)
   Property acquisitions                              (1,385,766)          (26,192)       (2,051,966)
    Investment in Energy 51 Inc.                        (157,491)               --          (310,291)
                                                  --------------    --------------    --------------
                                                      (1,543,257)         (132,700)       (2,468,765)
                                                  --------------    --------------    --------------
Financing Activities
   Issuance of shares for cash                           484,444           588,700         1,931,065
   Convertible debentures                              1,622,816           450,000         2,643,191
   Common stock returned to treasury                          --                --           (15,212)
   Share issue costs                                          --                --           (40,586)
   Advances from related parties                           4,978          (130,755)          644,285
   Future Income taxes                                   189,046                             189,046
   Minority Interest                                     476,050                             476,050
   Cheques issued in excess of funds on deposit               --              (836)               --
                                                  --------------    --------------    --------------
                                                       2,777,334           907,109         5,827,839
                                                  --------------    --------------    --------------
Foreign Currency Translation                                  --                --             3,590
                                                  --------------    --------------    --------------
Inflow (Outflow) of Cash                                 106,478           316,759           455,114
Cash, Beginning of period                                348,636                --                --
                                                  --------------    --------------    --------------
Cash, End of Period                               $      455,114    $      316,759    $      455,114
                                                  ==============    ==============    ==============
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                $    1,057,727    $      178,340    $    1,339,667
                                                  ==============    ==============    ==============
  Common stock issued for debt                    $    2,322,698    $           --    $    2,322,698
                                                  ==============    ==============    ==============
</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 Nine Months Ended January 31, 2005
                      (Unaudited - Prepared by Management)


1.    BASIS OF PRESENTATION

      These unaudited consolidated financial statements have been prepared in
      accordance with generally accepted accounting principles in the United
      States of America for interim financial information. These financial
      statements are condensed and do not include all disclosures required for
      annual financial statements. The organization and business of the Company,
      accounting policies followed by the Company and other information are
      contained in the notes to the Company's audited 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 January 31, 2005 and April 30, 2004 and
      the results of operations and the statement of cash flows for the nine
      months ended January 31, 2005. The results of operations for the nine
      months ended January 31, 2005 are not necessarily indicative of the
      results to be expected for the entire fiscal year.

      These consolidated financial statements include the accounts of the
      Company, its wholly owned subsidiary Anhydride Petroleum (USA) Inc.
      ("Anhydride USA") and Anhydride USA's wholly owned subsidiary Anhydride
      Petroleum (Canada) Inc. ("Anhydride Canada") acquired April 30, 2002 and
      Oilsands Quest Inc. ("OQI") acquired September 24, 2004 in which the
      Company held a 65.2% interest as at January 31, 2005.

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 $1,862,127, 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 $517,779.

      Included in accounts payable is $699,740 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 Nine Months Ended January 31, 2005
                      (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, 2004                    1            118,455                 --            118,456
Acquisition of property                  --            103,961          1,300,805          1,404,766
                           ----------------   ----------------   ----------------   ----------------
Balance January 31, 2005   $              1   $        222,416   $      1,300,805   $      1,523,222
                           ================   ================   ================   ================
</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 Nine Months Ended January 31, 2005
                      (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 nine months ended January 31, 2005 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 Nine Months Ended January 31, 2005
                      (Unaudited - Prepared by Management)

4.    PROPERTIES (continued)

      (c)   Pasquia Hills, Oil Shale Project


      During the year ended April 30, 2004, the Company acquired the right to
      acquire a 60% joint venture interest in the Pasquia Hills oil shale
      project, covering approximately 700,000 acres located in the Pasquia Hills
      area of Saskatchewan, from Western Petrochemicals 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 nine months ended January 31, 2005 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
      $1,210,263 ($1,500,000 CDN), 2 million common shares and $0.11 per barrel
      in royalties. Included in property costs for the nine months ended January
      31, 2005 is $437,962 ($550,000 CND) which the Company paid towards this
      purchase with the balance due April 8, 2005.


                                       9
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                   For the Nine Months Ended January 31, 2005
                      (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
      Company's 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.
      OQI was acquired by the Company, on September 24, 2004, and 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 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 $968,210 ($1,200,000 CDN) cash
      and a 242,053 ($300,000 CDN) convertible note on the same terms as noted
      above. OQI has raised $174,00 ($210,000 CND) through the sale of 420,000
      OQI shares, has issued options to its directors whereby they may acquire
      up to 300,000 shares at $0.40 ($0.50 CND) per share, subject to a one year
      vesting, issued 315,000 flow-through common shares for proceeds of
      $508,310 ($630,000 CND) and 5,875 warrants to finders in relation to the
      sale of its shares whereby each warrant maybe converted into one common
      share at $1.61 ($2.00 CND) until June 30, 2006. As at January 31, 2005 the
      Company held 65.2% of the issued and outstanding shares of OQI and has
      consolidated OQI's accounts which resulted in a minority interest of
      $428,853. The Company has the right of first offer on future financings.

      Subsequent to January 31, 2005 OQI issued $242,053 ($300,000 CND)
      unsecured convertible debentures which bear interest at 3%, are due three
      years from the date of issuance and are convertible into common shares of
      OQI at $1.01 ($1.25 CND) per share during first year and then at $1.29
      ($1.60 CND) per share thereafter. In conjunction with this offering OQI
      also issued 93,750 warrants whereby for each warrant held the holder may
      purchase an additional common share at $1.29 ($1.60 CND) per share for a
      period of the earlier of the date OQI begins trading on a recognized
      exchange or three years from the issuance date.

5.    COMMON STOCK


      (a)   Authorized common shares

            On November 2, 2004 the Company received shareholder approval to
            increase the authorized number of common shares to 100,000,000 from
            40,000,000 and its articles were so amended.


                                       10
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                   For the Nine Months Ended January 31, 2005
                      (Unaudited - Prepared by Management)

5.    COMMON STOCK (continued)

      (b)   Treasury stock

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

      (c)   Stock options

            During the nine months ended January 31, 2005, 100,000 stock options
            were exercised and issued for cash proceeds of $40,000 and 3,149,900
            stock options were issued for services for deemed proceeds of
            $969,060 which were included in consulting expenses.

      (d)   Settlement with Anhydride Canada Creditors

            In an attempt to settle outstanding liabilities of Anhydride Canada,
            the Company made an offer to creditors to settle outstanding debts
            for shares of the Company at a deemed price of $0.10 per share for
            every $0.15 CDN of debt held. The Company has received acceptances
            from creditors totalling $336,037 ($416,484 CDN) that represents
            2,776,560 common shares. During the year ended April 30, 2004 the
            Company issued 287,638 shares pursuant to these agreements and
            during the nine months ended January 31, 2005 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
            nine months ended January 31, 2005, 886,666 of these shares were
            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 Nine Months Ended January 31, 2005
                      (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 nine months ended
      January 31, 2005 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 outstanding 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 nine months ended January 31, 2005 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. Under the 2002 Plan there remained outstanding 225,000 options to
      acquire that same number of common shares as at January 31, 2005. As all
      available options under this plan have been issued or exercised, no
      additional options maybe granted under the 2002 Plan.

      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, which expired unexercised. During the nine months ended January
      31, 2005, 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 at deemed prices of $0.40 per share for 500,000 options, $0.35
      per share for 250,000 options, $0.27 per share for 50,000 options and
      $0.31 per share for 400,000 options and that same numbers of shares were
      issued. The Company also paid a bonus of $102,000 to consultants that were
      used to exercise 600,000 options at $0.17 per share. As at January 31,
      2005 no options remained outstanding under the plan and the


                                       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 (continued)

      Company may issue up an additional 100,000 options pursuant to this plan
      which it subsequently did at $0.30 per share until February 2, 2006.

      During October 2004, the Company adopted the 2004 Option 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 the nine months ended January 31, 2005 the Company
      granted consultants 590,000 options for services at deemed prices of $0.36
      per share, 150,000 options at a deemed price of $0.31 per share and
      160,000 options at a deemed price of $0.37 per share and that same number
      of shares were issued. As at January 31, 2005 there are no additional
      options available to be issued under this plan.

      During March 2005, the Company adopted the 2005 Option Stock Plan (the
      "2005 Plan"), whereby 2,000,000 shares of common stock may be optioned.
      The 2005 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. No options have been granted under this plan.

      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 January 31, 2005:

                                                     Number of
                     Expiry Date Exercise price       Warrants
                     ----------- --------------   --------------
                     03-Nov-05   $         0.35        2,666,666
                     14-Sep-05   $         0.34        2,380,000
                     14-Sep-06   $         0.35        7,252,674
                                 --------------   --------------
                                                      12,299,340
                                                  ==============

      During the nine months ended January 31, 2004 2,222,222 warrants with a
      November 3, 2004 expiry date were exercised at $0.20 per share 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. The Company also
      extended the expiry date from January 6, 2005 to November 3, 2005 on
      444,444 warrants at $0.35 per share. As a result of the warrant issuances
      and extensions the Company recorded a non-cash financing expense of
      $1,593,502.


                                       13
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                   For the Nine Months Ended January 31, 2005
                      (Unaudited - Prepared by Management)

8.    RELATED PARTY TRANSACTIONS

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

      (a)   During the nine months ended January 31, 2005, the Company was
            charged management fees of $54,000 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 nine months ended
            January 31, 2005 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. As of
            January 31, 2005, $30,676 was owed to October Sun and included in
            due to related parties. This balance is without interest or stated
            terms of repayment.

      (b)   United Corporate Advisors ("UCA") is related to the Company by way
            of common directors. During the nine months ended January 31, 2005
            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 nine months ended January 31, 2005
            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 January 31, 2005, $18,609 was
            owed to UCA and included in due to related parties. This balance is
            without interest or stated terms of repayment.

      (c)   The Company gave its Directors a bonus of $151,500 which was used to
            exercise 200,000 options at $0.27 per share under the 2000 Plan,
            200,000 options at $0.25 under the 2002 Plan, 200,000 options at
            $0.17 under the 2003c Plan and 50,000 options at $0.27 under the
            2003c Plan.

9.    ACCOUNTS PAYABLE

      Accounts payable as at January 31, 2005 includes $699,740 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 Nine Months Ended January 31, 2005
                      (Unaudited - Prepared by Management)

10.   EARTH ENERGY LICENCE AGREEMENT

      On August 12, 2003, the Company became party to an exclusive license
      agreement for Canada, Central and South America with Earth Energy
      Resources Ltd. ("Earth Energy") and West Peak Ventures of Canada Ltd.
      ("West Peak") for the use of Earth Energy's proprietary catalytic process.
      The process includes a proprietary Catalyst in conjunction with processing
      equipment to separate hydrocarbons from sand, shale or oil. Under the
      terms of the underlying license agreement with Earth Energy, the Company
      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. The Company is currently
      renegotiating the terms of its agreement whereby the Company's interest
      may become a royalty interest.

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 January 31, 2005.

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
      $75,015 were still outstanding at January 31, 2005. 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 Nine Months Ended January 31, 2005
                      (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 nine months ended January 31, 2005 the Company issued
      $1,500,000 of 6% secured convertible debentures, which mature February 28,
      2005 and of which $1,366,327 were still outstanding at January 31, 2005.
      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.

      Subsequent to January 31, 2005 all of the outstanding convertible
      debentures were converted into 6,424,580 common shares.

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
      750,000 common shares for $157,491 ($200,000 CDN) to bring its interest in
      Energy 51 to 25% which the Company exercised during the nine months ended
      January 31, 2005.

      As part of this agreement the Company must be offered the right to
      participate on all prospects generated by Energy 51 until April 1, 2006.
      During the nine months ended January 31, 2005 the Company advanced
      $205,269 towards the Sylvan Lake and Barrhead oil and gas prospects. To
      date $12,130 in preliminary work has been done on these prospects and this
      has been charged to exploration costs.


                                       16
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
            Notes to Consolidated Financial Statements (U.S. Dollars)
                   For the Nine Months Ended January 31, 2005
                      (Unaudited - Prepared by Management)

14.   COMMITMENTS

      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).

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

      The Company'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.

15.   Future Income Taxes

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

             Book Value of property in excess of tax value  $  198,749
             Non-capital loss carry-forwards tax benefit       (20,940)
             Share issue costs tax benefit                     (10,174)
                                                            ----------
                                                            $  167,635


                                       17
<PAGE>

                          WESTERN PETROCHEMICALS CORP.
                         (An Exploration Stage Company)
                        FINANCIAL STATEMENTS - UNAUDITED
                          Stated In United States Funds
                            (Prepared by Management)
                                January 31, 2005


                                       18
<PAGE>

                          WESTERN PETROCHEMICALS CORP.
                         (An Exploration Stage Company)
                           BALANCE SHEETS - UNAUDITED
                    AS at January 31, 2005 and April 30, 2004
                          Stated in United States Funds
================================================================================

<TABLE>
<CAPTION>
                                     ASSETS
                                                                  January 31, 2005   April 30, 2004
<S>                                                                <C>               <C>
Current assets
      Cash                                                         $       12,148    $       12,304
      Accounts receivable                                                  76,398            76,398
      Deposits                                                                365               365
                                                                   --------------    --------------
                                                                           88,911            89,067

Equipment (Note 3)                                                         35,379            45,651
Assets held in trust                                                       11,611            11,611
                                                                   --------------    --------------

                                                                   $      135,901    $      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)                                               103,269           103,080
Liability for assets held in trust                                         11,611            11,611
                                                                   --------------    --------------
                                                                        1,037,326         1,001,346
                                                                   --------------    --------------


                              STOCKHOLDERS' DEFICIT
Capital stock
  Authorized an unlimited amount of class A common shares Issued
    22,252925 class
  A common shares for January 31, 2005
  and April 30, 2004                                                      712,343           712,343
Cumulative translation adjustment                                        (102,094)         (102,094)
Retained earnings (deficit)                                            (1,511,674)       (1,465,266)
                                                                   --------------    --------------
                                                                         (901,425)         (855,017)
                                                                   --------------    --------------

                                                                   $      135,901    $      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 NINE MONTHS ENDED JANUARY 31, 2005
                          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                                --               --                --           (46,408)          (46,408)
                         --------------   --------------    --------------    --------------    --------------
 January 31, 2005            22,252,925   $      712,343    $     (102,094)   $   (1,511,674)   $     (901,425)
                         ==============   ==============    ==============    ==============    ==============
</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 JANUARY 31, 2005
                          Stated in United States Funds

<TABLE>
<CAPTION>
                                                              From Inception
                                     For the Nine Months      October 22, 1999
                                      Ended January 31,              to
                                    2005            2004      January 31, 2005
<S>                             <C>             <C>             <C>
Expenses
  Exploration costs             $     35,262    $    108,079    $  1,560,601
  Amortization                        10,272           3,450          37,613
  Interest and bank charges              874              --           4,018
  Miscellaneous                           --              --             995
  Office and general                      --          13,087          18,226
  Professional fees                       --           1,156          37,413
                                ------------    ------------    ------------

Loss before income taxes             (46,408)       (125,772)     (1,658,866)

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

Net Loss                             (46,408)       (125,772)   $ (1,511,674)
                                                                ============

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

Deficit - End of period         $ (1,511,674)   $ (1,411,573)
                                ============    ============
</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 JANUARY 31, 2005
                          Stated in United States Funds

<TABLE>
<CAPTION>
                                                                                      From Inception
                                                        For the Nine Months          October 22, 1999
                                                          Ended January 31 ,                to
                                                       2005              2004        January 31 , 2005
<S>                                               <C>               <C>               <C>
Cash provided by (used in) operating activites:
    Net loss                                      $      (46,408)   $     (125,772)   $   (1,511,674)
    Items not involving cash:
      Amortization                                        10,272             3,450            41,037
      Income tax recovery                                     --                --          (147,192)
      Shares issued for properties                            --                --            25,555
                                                  --------------    --------------    --------------
                                                         (36,136)         (122,322)       (1,592,274)
    Non-cash operating working
     capital                                              35,791           120,155           820,147
                                                  --------------    --------------    --------------
                                                            (345)           (2,167)         (772,127)
                                                  --------------    --------------    --------------
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                            189            51,313           103,269
   Capital stock issuance                                     --                --           833,980
                                                  --------------    --------------    --------------
                                                             189            37,444           962,787
                                                  --------------    --------------    --------------
Currancy translation
 adjustment                                                   --           (27,779)         (102,094)
                                                  --------------    --------------    --------------

Increase  in cash                                           (156)            7,498    $       12,148
                                                                                      ==============

Cash - beginning of period                                12,304             4,318
                                                  --------------    --------------

Cash - end of period                              $       12,148    $       11,816
                                                  ==============    ==============
</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 January 31, 2005 of $1,511,674.

      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 NINE MONTHS ENDED JANUARY 31, 2005
                          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

                January 31, 2005
                  Accumulated          Net         April 30, 2004
     Cost         Amortization      Book Value     Net Book Value

$       77,120   $       48,589   $       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 NINE MONTHS ENDED JANUARY 31, 2005
                          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
$1,862,127 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 $517,779. 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 nine months ended January 31, 2005 the Company spent $214,236 in an
exploration program on its Pasquia Hills, Oil Shale prospect. The Company also
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 nine months ended January 31, 2005 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 $1,210,263
($1,500,000 CDN), 2 million common shares and $0.11 per barrel in royalties.
Included in property costs for the nine months ended January 31, 2005 is
$437,962 ($550,000 CND) which the Company paid towards this purchase with the
balance due April 8, 2005.


                                       26
<PAGE>

The 49% interest in the Firebag Saskatchewan prospect is held by the Company's
subsidiary OQI, an Alberta, Canada company. 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. OQI was
acquired by the Company, on September 24, 2004, and 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 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 $968,210
($1,200,000 CDN) cash and a 242,053 ($300,000 CDN) convertible note on the same
terms as noted above. OQI has raised $174,00 ($210,000 CND) through the sale of
420,000 OQI shares, has issued options to its directors whereby they may acquire
up to 300,000 shares at $0.40 ($0.50 CND) per share, subject to a one year
vesting, issued 315,00 flow-through common shares for proceeds of 508,310
($630,000 CND) and 5,875 warrants to finders in relation to the sale of its
shares whereby each warrant maybe converted into one common share at $1.61
($2.00 CND) until June 30, 2006. As at January 31, 2005 the Company held 65.2%
of the issued and outstanding shares of OQI. The Company has the right of first
offer on future financings.

Subsequent to January 31, 2005 OQI issued $242,053 ($300,000 CND) unsecured
convertible debentures which bear interest at 3%, are due three years from the
date of issuance and are convertible into common shares of OQI at $1.01 ($1.25
CND) per share during first year and then at $1.29 ($1.60 CND) per share
thereafter. In conjunction with this offering OQI also issued 93,750 warrants
whereby for each warrant held the holder may purchase an additional common share
at $1.29 ($1.60 CND) per share for a period of the earlier of the date OQI
begins trading on a recognized exchange or three years from the issuance date.

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.

During the nine months ended January 31, 2005 the Company increased its
investment in Energy 51 Inc. by purchasing $157,491 of its equity to increase
its equity interest 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. During the nine
months ended January 31, 2005 the Company advanced $205,269 towards the Sylvan
Lake and Barrhead oil and gas prospects. To date $12,130 in preliminary work has
been done on these prospects and this has been charged to exploration costs.

The Company continues to hold its interest in the Earth Energy Licence Agreement
and is currently renegotiating the terms of its agreement whereby the Company's
interest may become a royalty interest. 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 nine months ended January 31, 2005 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 nine months ended January 31, 2004 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 nine
months ended January 31, 2005 of $54,000 (2004 - $108,857) 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 $186,204 (2004 -
$125,412) were up as a result of the Company actively seeking financing for the
Firebag Sask., Oil Sands prospect. Consulting expense of $1,341,829 (2004 -
$337,846) was up significantly as the Company tried to conserve its cash
resources by paying consultants with bonus shares. Included in consulting
expenses as at January 31, 2005 is $147,500 paid to directors of the Company and
used to exercise 650,000 shares under option plans. Travel costs of $22,285
(2004 - $21,248) are directly related to costs associated with financing
attempts and meetings pertaining to the development of the Companies projects.
Professional fees of $199,969 (2004 - $92,642) 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 incurred a
significant increase in transfer agent fees of $38,017 (2004 - $10,414) as a
result of calling an annual general meeting. Rent costs of the Company have
increase to $19,754 (2004 - $10,455) a result of a significantly higher Canadian
dollar relative to the United States dollar and the addition of rental costs of
OQI. Likewise the Company's office costs are significantly higher at $45,072
(2004 - $12,230) as a result of a significantly higher Canadian dollar relative
to the United States dollar, an increase volume of office related costs
primarily related to OQI and work done on the Pasquia Hills project. The Company
also incurred $124,516 (2004 - $2,706) 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 $360,234,
primarily on exploration of its Pasquia Hill Oil Shale prospect while during the
prior period the Company's exploration activity was minimal. In conjunction with
its fund raising activities the Company had a non-cash financing expense of
$1,593,503 which is related to the discount offered on the convertible debenture
financing, warrants issued in conjunction with its private placements and other
warrants issued. In total the Company experienced a net loss of $3,916,775 or
$0.14 per share for the nine months ended January 31, 2005, compared to a net
loss of $922,808 or $0.05 per share for the nine months ended January 31, 2004.
The Company expects to continue to incur operating losses and will continue to
be dependent on additional equity or debt sales and or property joint ventures
to fund its activities in the future.

We have no revenues, and our operating results, profitability and future rate of
growth depend solely on our ability to successfully implement our business plan
and our ability to raise further funding, as well as OQI's ability to raise
funding for its projects. We plan to fund future operations by way of joint
venture agreements and or other forms of financing, including the public
offering or private placement of equity or debt securities. However, we cannot
assure you that joint venture partners, debt or equity financing will be
available to us on acceptable terms to meet these requirements. The Company has
no revenues.

Item 3.  Controls and Procedures


                                       28
<PAGE>

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.

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 CDN
            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.


                                       29
<PAGE>

      o     On March 10, 2004 the Company was served a writ of summons by KPMG
            LLP to appear at the Supreme Court of British Columbia, Canada, and
            a statement of claim pertaining to $39,625.99 CDN plus costs
            relating to an outstanding accounts payable. The Company has
            responded to the summons but has not as yet responded to the claim.

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 December 20, 2004 the Company issued shares upon exercise of outstanding
options, under its 2003c Plan, at $0.27 per share as to 50,000 shares of Common
Stock to Thornton Donaldson. The option and shares issued were issued in
reliance on the exemption from registration contained in Section 4(2) and
Regulation S under the Act.

On December 21, 2004 the Company issued the following shares of Common Stock
pursuant to the conversion of $31,080 of 6% secured convertible debentures:

                  Viscount Investments Ltd.          50,000
                  Bais Yaakov Moshe                  50,000
                  JM Investors                       50,000

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

On December 29, 2004 the Company issued the following shares of Common Stock
pursuant to the conversion of $53,075 of 6% secured convertible debentures:

                  Viscount Investments Ltd.          50,000
                  Bais Yaakov Moshe                  50,000
                  Johnathan Mayer                    25,000
                  Alpha Capital                      48,263
                  JM Investors                       50,000
                  Alpha Capital                      52,521

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

On January 5, 2005 the Company issued the following shares of Common Stock
pursuant to the conversion of $24,000 of 6% secured convertible debentures:

                  Viscount Investments Ltd.          50,451
                  Bais Yaakov Moshe                  26,469
                  JM Investors                       50,451

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

On January 11, 2005 the Company issued Viscount Investments Ltd. 26,316 shares
of Common Stock pursuant to the conversion of $5,000 of 6% secured convertible
debentures. The shares were issued in reliance on the exemption from
registration contained in Section (3)(a)(9) of the Act.


                                       30
<PAGE>

On January 14, 2005 the Company issued the following shares of Common Stock
pursuant to the conversion of $44,637.50 of 6% secured convertible debentures:

                  Viscount Investments Ltd.                     25,000
                  Bais Yaakov Moshe                             25,000
                  JM Investors                                  25,000
                  Alpha Capital                                112,045
                  Jonathan Mayer                                17,929
                  JM Investors                                  25,000
                  Viscount Investments Ltd.                     25,000

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

On January 19, 2005 the Company issued the following shares of Common Stock
pursuant to the conversion of $58,370.50 of 6% secured convertible debentures:

                  JM Investors                                 133,456
                  JM Investors                                  28,571
                  Platinum Partners                             28,571
                  Platinum Partners                             28,571
                  Martin Stern                                  28,571
                  Leon Goldenberg                               28,571
                  Shalom Torah Center                           28,571
                  Solomon Lesin                                 28,571

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

On January 20, 2005 the Company issued shares upon exercise of outstanding
options, under its 2003c Plan, at $0.31 per share as to 400,000 shares of Common
Stock to Timothy Brock. The option and shares issued were issued in reliance on
the exemption from registration contained in Section 4(2) and Regulation S under
the Act.

On January 21, 2005 the Company issued the following shares of Common Stock
pursuant to the conversion of $10,000 of 6% secured convertible debentures:

                  Tayside Trading Ltd.                          27,685
                  Tayside Trading Ltd.                          28,121

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

On January 24, 2005 the Company issued the following shares of Common Stock
pursuant to the conversion of $15,000 of 6% secured convertible debentures:

                  Platinum Partners                             27,778
                  Zenny Trading Ltd.                            52,632

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

On January 25, 2005 the Company issued the following shares of Common Stock
pursuant to the conversion of $67,000 of 6% secured convertible debentures:

                  Tayside Trading Ltd.                          52,638
                  Alpha Capital                                166,113
                  JM Investors                                  26,316
                  Platinum Partners                             52,632
                  Shalom Torah Center                           26,316
                  Bais Yaakov Moshe                             10,526
                  Viscount Investments Ltd.                     28,571


                                       31
<PAGE>

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

On January 26, 2005 the Company issued the following shares of Common Stock
pursuant to the conversion of $22,000 of 6% secured convertible debentures:

                  JM Investors                                26,316
                  Platinum Partners                           52,632
                  Shalom Torah Center                         26,316
                  Bais Yaakov Moshe                           10,526

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

On February 10, 2005 the Company issued the following shares of Common Stock
pursuant to the conversion of $766,000 of 6% secured convertible debentures:

                  JM Investors                                 27,561
                  JM Investors                                 91,870
                  JM Investors                                 95,557
                  JM Investors                                191,113
                  Viscount Investments Ltd.                   183,739
                  Viscount Investments Ltd.                   191,113
                  Platinum Partners                           238,892
                  Platinum Partners                           298,576
                  Leon Goldenberg                              95,557
                  Leon Goldenberg                              91,870
                  Shalom Torah Center                          71,667
                  Shalom Torah Center                          68,902
                  Martin Stern                                 47,778
                  Martin Stern                                 45,935
                  Solomon Lesin                                71,667
                  Zenny Trading Ltd.                          238,892
                  Zenny Trading Ltd.                          229,674
                  Alpha Capital                               505,282
                  Alpha Capital                               505,282
                  Tayside Trading Ltd.                        275,609

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

On February 15, 2005 the Company issued the following shares of Common Stock
pursuant to the conversion of $20,225.48 of 6% secured convertible debentures:

                  Jonathan Mayer                                   811
                  Tayside Trading Ltd.                          47,778
                  Tayside Trading Ltd.                          47,778

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

On February 17, 2005 the Company issued the following shares of Common Stock
pursuant to the conversion of $13,155.00 of 6% secured convertible debentures:

                  JM Investors                                  18,083
                  Solomon Lesin                                 38,963


                                       32
<PAGE>

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

On February 17, 2005 the Company issued the following shares of Common Stock
pursuant to the conversion of $26,615.98 of 6% secured convertible debentures:

                  JM Investors                                28,571
                  Bais Yaakov Moshe                           50,721
                  Solomon Lesin                               28,571

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

On February 24, 2005 the Company issued the following shares of Common Stock
pursuant to the conversion of $26,615.98 of 6% secured convertible debentures:

                  JM Investors                                28,571
                  Bais Yaakov Moshe                           50,721
                  Solomon Lesin                               28,571

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

On March 3, 2005 the Company issued the following shares of Common Stock
pursuant to the conversion of $263,271.62 of 6% secured convertible debentures:

                  Viscount Investments Ltd.                     44,007
                  JM Investors                                 252,047
                  Platinum Partners                            211,327
                  Martin Stern                                  65,054
                  Zenny Trading Ltd.                           387,010
                  Zenny Trading Ltd.                             5,355
                  Shalom Torah Center                           42,265
                  Leon Goldenberg                               21,133
                  Solomon Lesin                                 84,531

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

On March 8, 2005 the Company issued the following shares of Common Stock
pursuant to the conversion of $356,931.94 of 6% secured convertible debentures:

                  Viscount Investments Ltd.                     85,054
                  Viscount Investments Ltd.                     85,370
                  Leon Goldenberg                               43,625
                  Martin Stern                                  41,667
                  Solomon Lesin                                 80,969
                  Shalom Torah Center                          106,778
                  JM Investors                                 102,994
                  JM Investors                                 105,339
                  Platinum Partners                            216,493
                  Platinum Partners                              5,770
                  Alpha Capital                                422,654
                  Viscount Investments Ltd.                      3,722
                  Viscount Investments Ltd.                      8,720
                  Leon Goldenberg                                4,492
                  Martin Stern                                   3,917
                  Solomon Lesin                                  6,066
                  Shalom Torah Center                            6,166
                  JM Investors                                   3,906
                  JM Investors                                  16,666
                  Platinum Partners                             19,307
                  Alpha Capital                                 87,912
                  Zenny Trading Ltd.                            15,681
                  Bais Yaakov Moshe                                121
                  Jonathan Mayer                                   376
                  Tayside Trading Ltd.                          10,274


                                       33
<PAGE>

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

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

On November 1, 2004 the Company held an annual meeting of its shareholders.

The first item on which the shareholders voted was the re-election of Messrs.
Donaldson and Timmins, both of whom were re-elected. The votes were cast as
follows:

<TABLE>
<CAPTION>
-------------------------------- -------------------------- -------------------------
Name                             Shares FOR                 Withhold Authority
-------------------------------- -------------------------- -------------------------
<S>                              <C>                        <C>
Thornton J. Donaldson             22,652,455                 83,082
-------------------------------- -------------------------- -------------------------
William G. Timmins                22,673,955                 61,582
-------------------------------- -------------------------- -------------------------
</TABLE>

The second item on which the shareholders voted was the approval of an amendment
to the Company's Articles of Incorporation to change the name of the Company to
CanWest Petroleum Corporation. The votes were cast as follows:

--------------------------- ------------------------- --------------------------
Shares FOR                  Shares AGAINST            ABSTAIN
--------------------------- ------------------------- --------------------------
22,705,537                  25,000                     5,000
--------------------------- ------------------------- --------------------------

The third item on which the shareholders voted was approval of an amendment to
the Company's Articles of Incorporation to increase the number of authorized
shares of Common Stock from 40,000,000 to 100,000,000 shares. The votes were
cast as follows:

--------------------------- ------------------------- --------------------------
Shares FOR                  Shares AGAINST            ABSTAIN
--------------------------- ------------------------- --------------------------
21,906,368                  473,869                   355,300
--------------------------- ------------------------- --------------------------

Item 5.     Other Information

            None

Item 6.     Exhibits

      (a)   Exhibits

            3.1(a) Articles of Incorporation, as amended. (1), (2)
            3.2   Bylaws.(2)
            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. (3)
            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. (3)
            10.5  Letter Agreement between Oilsands Quest, Inc. and CanWest
                  Petroleum Corporation dated November 12, 2004 regarding
                  purchase of Western Canadian Mint Shares. (3)
            10.6  Minimum Initial Investment Letter Agreement between Oilsands
                  Quest, Inc. and CanWest Petroleum Corporation. (3)
            10.7  Right of First Refusal Letter Agreement between Oilsands
                  Quest, Inc. and CanWest Petroleum Corporation. (3)
            10.8  OQI(f/k/a 808099 Alberta Ltd) $1,00,000 Convertible Debenture.
                  (3)
            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.


                                       34
<PAGE>

--------------
      (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 December 20,
            2004.

SIGNATURES

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

                                        CANWEST PETROLEUM CORPORATION


Date:  March 21, 2005                   By:  /s/ Thornton J. Donaldson
                                           -----------------------------------
                                             Thornton J. Donaldson, President,
                                             Chief Executive Officer, Chief
                                               Financial Officer and Director


                                       35