**U.
        S. SECURITIES AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-KSB**
 (Mark
        One)
 
 [**X**]
              ANNUAL
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
 For
        the
        fiscal year ended **March
        31, 2005**
 
 [ 
                   ]
              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: **33-90355**
 
 **QUEST
        OIL CORPORATION**
 (Name
        of
        small business issuer as specified in its charter)
 
 **Nevada**
              **98-0207745**(State
                  or other jurisdiction of
                incorporation
                  or organization)
              (I.R.S.
                  Employer
                Identification
                  No.)**2000
                  East Lamar Boulevard, Suite 600**
                **Arlington,
                  Texas 76006**
                **________________________________________________________________________**
                (Address
                  of principal executive offices, including zip
                  code)
 Registrant’s
        telephone number, including area code:   **817-462-4091**
 Securities
        registered pursuant to Section 12(b) of the Act:  **None**
 Securities
        registered pursuant to Section 12(g) of the Act:  **$.001
        par value common stock**
 ___________________
 Check
        whether the issuer (1) filed all reports required to be filed by
        Section 13 or 15(d) of the Exchange Act of 1934 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 __
  Check
        if
        disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is
        not
        contained in this form, and no disclosure will be contained, to the best
        of
        registrant’s knowledge, in definitive proxy or information statements
        incorporated by reference in Part III of this Form 10-KSB or any amendment
        to
        this Form 10-KSB. [   ]
 
 The
        issuer’s revenues for the most recent fiscal year were $0.00.
 
 The
        aggregate market value of the voting and non-voting common equity held by
        non-affiliates of the registrant was approximately $19,813,420 as of June
        23,
        2005. Shares of common stock held by each officer and director and by each
        person or group who owns 10% or more of the outstanding common stock amounting
        to 4,650,000 shares have been excluded in that such persons or groups may
        be
        deemed to be affiliates. This determination of affiliate status is not
        necessarily a conclusive determination for other purposes.
 
 As
        of
        June 30, 2005, 38,232,069 shares of our common stock were issued and
        outstanding.
 
 Documents
        Incorporated by Reference: None.
 
 Transitional
        Small Business Disclosure Format: No.
  - -
  **PART
        I**
 
 **Item
        1. Description of Business**
 
 **Our
        Company**
 
 Quest
        Oil
        Corporation is in the business of acquiring and participating in exploration
        stage oil and gas properties around the globe.
 
 Our
        executive offices are currently located at 2000 East Lamar Boulevard, Suite
        600,
        Arlington, Texas 76006  Our telephone number  is:  (817)
        462-4091. We maintain a website at www.questoil.com.
 
 **Our
        Business**
 
 **Corporate
        History**
 
 We
        were
        originally incorporated in the State of Nevada on January 19, 1999, under
        the
        name of Luna Technologies, Inc. We have changed our name several times as
        follows: Luna Medical Technologies, Inc. (May 31, 1999), Lanwerx Entertainment,
        Inc. (May 19, 2003), GameState Entertainment, inc. (September 24, 2003) and
        Quest Oil Corporation (September 7, 2004).
 
 In
        2004,
        we formed Quest Canada Corp., a wholly owned Canadian subsidiary, which was
        created to serve as a holding company for our anticipated oil and gas projects
        in Canada.
 
 **Current
        Projects**
 
 **Acadia
        North Project, Alberta**
 
 **Project
        Summary**
 
 Prior
        to
        January, 2005, Vega Resources, Ltd. obtained 100% working interest in what
        we
        refer to as our Acadia North Project. On January 28, 2005, our wholly owned
        subsidiary, Quest Canada Corp, entered into an agreement with Vega Resources,
        Ltd. whereby we acquired the 100% working interest in the Acadia North Project
        from Vega Resources, Ltd. Vega Resources, Ltd. retained a 3% Gross over-riding
        royalty on the project.
 
 The
        Acadia North project is located in the Acadia area of Eastern Alberta
        approximately 160 miles due east of the City of Calgary, near the Saskatchewan
        border. The surface is gently rolling prairie with year round access to the
        well-sites. A nearby pipeline and facilities has spare capacity so gas can
        be
        sold as soon as the wells are tied into the pipeline. Previous production
        from
        the reservoir demonstrates the existence of the gas sand under the lands.
        Pressure studies and volumetric calculations indicate that the reservoir
        still
        contains large reserves of natural gas.
 
 The
        project consists of a “farm-in” on two sections, North and South, of oil and gas
        rights. The land is underlain by a Viking sandstone reservoir that contains
        approximately 10 billion cubic feet of natural gas, or “BCF.” Past production to
        date has been just over 1 BCF and an independent reserve and economic evaluation
        report prepared by Chapman Petroleum Engineering, LTD., for Vega Resources
        Ltd.
        dated November 24, 2004, estimates over 3 BCF of gas underling the two sections
        using a 40% recovery factor. Of that amount, 0.9 BCF qualify as “Proved
        Reserves” which are reserves that can be estimated with a high degree of
        certainty to be recoverable.
 
 The
        project anticipates drilling a new well in the North Section into the proven
        reservoir sand. A second well can be drilled on the South Section after
        evaluating the first well. There are operating gas lines nearby to tie in
        the
        new wells and capacity is available in the associated facilities.
 
 **Engineering**
 
 ***Production
        History***
 
 Within
        the study area of the Chapman report, seven wells have been previously drilled
        into the Viking sandstone reservoir starting in 1978. Four wells have produced
        gas from the Upper Viking reservoir. Over 1 BCF of natural gas has been produced
        from the area but the wells were produced at too high a rate and started
        to
        produce water before the zone was depleted. Of the seven wells studied, two
        wells produced the majority of the gas. The report indicates that the wells
        that
        appear to be watered out can be re-started after the water cone subsides.
        However, the re-started wells will likely produce water more quickly the
        second
        time but could operate at low rates and not produce as much water.
 
 ***Reserves***
 
 The
        Chapman report estimates that there is a total gross remaining proved
        undeveloped marketable gas reserve of 827 million standard cubic feet per
        day
        or, “MMscf,” for the Viking zone assuming a 20 percent ultimate recovery factor.
        Additional probable marketable gas reserves of 1,038 MMscf are estimated
        assuming a 30 percent ultimate recovery factor and a possible marketable
        gas
        reserve of 1,010 MMscf are estimated assuming a 40 percent ultimate recovery.
        The Chapman report should be consulted to understand the methodology and
        the
        engineering behind these estimated reserves.
 
 ***Production
        Facilities***
 
 A
        gas
        line owned by AltaGas runs through both sections of the project and connects
        to
        its processing plant. AltaGas is a commercial gas carrier and processor.
        Our
        plan is to simply connect our well directly to the AltaGas lines and to begin
        gas sales.
 
 Based
        upon our discussions with AltaGas, we estimate that the cost to gather, process
        and deliver to market is approximately 50 cents per mcf.
 
 **Geology**
 
 The
        Lower
        Viking is composed of a lower 25 to 30 meter thick section of silty sandstone
        that is consistent and continuous throughout the area of the Project. The
        Lower
        Viking is immediately overlain by a cleaner sand, the “Upper Viking.” The Upper
        Viking, which is the gas reservoir sand, reaches a maximum thickness of 5
        meters
        but a water leg at the bottom reduces the thickness to 3.5 meters. The Report
        indicates that the water is not actively providing pressure support and
        therefore only cones into wells when they are produced at high
        rates.
 
 **Exploration
        of the Reservoir**
 
 The
        anticipated exploration of the project is as follows:
 
 1.
        Evaluate the project to determine the optimum location of the first
        well.
 
 2.
        Drill
        the first well to the top of the sand and case it. Drill out the bottom of
        the
        casing and complete the well “barefoot.” Test and tie in the well.
 
 3.
        Evaluate the success of the first well in the North Section, prior to drilling
        the second well in the South Section of the project.
 
 **Competition**
 
 Currently,
        our only project is located in Alberta, Canada.  Natural gas prices
        in
        Alberta are generally competitive with other major North American areas due
        to
        increased pipeline capacity into the United States. We anticipate that our
        natural gas liquids will be sold in Alberta with prices determined by the
        world
        price for oil.
  We
        compete in the sale of oil and natural gas on the basis of price, and on
        the
        ability to deliver products.  The oil and natural gas industry is
        intensely
        competitive in all phases, including the exploration for new production and
        reserves and the acquisition of equipment and labor necessary to conduct
        drilling activities.  The competition comes from numerous major oil
        companies as well as numerous other independent operators.  There
        is also
        competition between the oil and natural gas industry and other industries
        in
        supplying the energy and fuel requirements of industrial, commercial and
        individual consumers.  We are a minor participant in the industry
        and
        compete in the oil and natural gas industry with many other companies having
        far
        greater financial, technical and other resources.
 
 **Governmental
        Regulation**
 
 Canada
        has regulatory provisions relating to permits for the drilling of wells,
        the
        spacing of wells, the prevention of oil and natural gas waste, allowable
        rates
        of production and other matters.  The amount of oil and natural gas
        produced is subject to control by regulatory agencies in each province that
        periodically assign allowable rates of production.  The Province of
        Alberta
        and Government of Canada also monitor and regulate the volume of natural
        gas
        that may be removed from the province and the conditions of
        removal.
  The
        right
        to explore for and develop oil and natural gas on lands in Alberta, Saskatchewan
        and British Columbia is controlled by the governments of each of those
        provinces.  Changes in royalties and other terms of provincial leases,
        permits and reservations may have a substantial effect on our operations. 
        In addition to the foregoing, in the future, our Canadian operations may
        be
        affected from time to time by political developments in Canada and by Canadian
        Federal, provincial and local laws and regulations, such as restrictions
        on
        production and export, oil and natural gas allocation and rationing, price
        controls, tax increases, expropriation of property, modification or cancellation
        of contract rights, and environmental protection controls. Furthermore,
        operations may also be affected by United States import fees and
        restrictions.
  **Employees**
 
 We
        currently do not have any employees. However, on a contract basis, we have
        one
        individual working for us in our Texas office and 6 individuals working for
        us
        in Canada. We have not entered into a collective bargaining agreement with
        any
        union. We have not experienced any work stoppages and consider the relations
        with the individuals working for us to be good.
 
 **Item
        1A. Risk Factors and Cautionary Statement Regarding Forward-Looking
        Information**
 
 An
        investment in our common stock involves a high degree of risk. You should
        carefully consider the following risk factors and the other information in
        this
        report before investing in our common stock. Our business and results of
        operations could be seriously harmed by any of the following risks. The trading
        price of our common stock could decline due to any of these risks.
 
 **We
        are an exploration stage company, and we have no operating
        history.**
 
 We
        are an
        exploration stage company that has not had operations. Our plans and businesses
        are “proposed” and “intended” but we may not be able to successfully implement
        them. Our primary business purpose is to acquire and participate in development
        stage oil and gas properties around the globe. As of the date of this report,
        we
        have only one project. As an exploration stage company, our prospects are
        subject to all of the risks, expenses, and uncertainties frequently encountered
        by companies in the oil and gas business. In addition, we are subject to
        all of
        the risks, uncertainties, expenses, delays, problems, and difficulties typically
        encountered in the establishment of a new business. We expect that unanticipated
        expenses, problems, and technical difficulties will occur and that they will
        result in material delays in the development of our projects. We
        may
        not obtain sufficient capital or achieve a significant level of operations
        and,
        even if we do, we may not be able to conduct such operations on a profitable
        basis.
 
 **There
        is a limited trading market for our common stock.**
 
 Our
        common stock is traded on the OTC Bulletin board under the symbol “QOIL.OB.”
        There has been limited trading activity in our stock recently, and when it
        has
        traded, the price has fluctuated widely. We consider our common stock to
        be
“thinly traded” and any last reported sale prices may not be a true market-based
        valuation of the common stock. A consistently active trading market for our
        stock may not develop at any time in the future. Stockholders may experience
        difficulty selling their shares if they choose to do so because of the illiquid
        market and limited public float for our stock. It is possible that even
        a
        limited public market for our common stock will not be sustained after the
        date
        of this annual report or at a time at which you may desire to sell your shares.
 
 **Trading
        in our securities could be subject to extreme price fluctuations that could
        adversely affect your investment.**
 
 The
        market prices for securities of energy related companies, particularly those
        that are not profitable, have been historically highly volatile. Publicized
        events and announcements may have a significant impact on the market price
        of
        our common stock. In addition, the stock market from time to time experiences
        extreme price and volume fluctuations which particularly affect the market
        prices for emerging and energy companies, such as ours, and which are often
        unrelated to the operating performance of the affected companies.
 
 These
        broad market fluctuations may adversely affect the ability of a stockholder
        to
        dispose of our common stock at a price equal to or above the price at which
        the
        common stock was purchased. In addition, in the past, following periods of
        volatility in the market price of a company’s securities, securities
        class-action litigation has often been instituted against that company. This
        type of litigation, if instituted, could result in substantial costs and
        a
        diversion of management’s attention and resources, which could materially
        adversely affect our business, financial condition and results of operations.
  **Our
        common stock is considered to be a “penny stock” and, as such, the market for
        our common stock may be further limited by certain SEC rules applicable to
        penny
        stocks.**
 
 As
        long
        as the price of our common stock remains below $5.00 per share or we have
        net
        tangible assets of $2,000,000 or less, our shares of common stock are likely
        to
        be subject to certain “penny stock” rules promulgated by the SEC. Those rules
        impose certain sales practice requirements on brokers who sell penny stock
        to
        persons other than established customers and accredited investors (generally
        institutions with assets in excess of $5,000,000 or individuals with net
        worth
        in excess of $1,000,000). For transactions covered by the penny stock rules,
        the
        broker must make a special suitability determination for the purchaser and
        receive the purchaser’s written consent to the transaction prior to the sale.
        Furthermore, the penny stock rules generally require, among other things,
        that
        brokers engaged in secondary trading of penny stocks provide customers with
        written disclosure documents, monthly statements of the market value of penny
        stocks, disclosure of the bid and asked prices and disclosure of the
        compensation to the brokerage firm and disclosure of the sales person working
        for the brokerage firm. These rules and regulations make it more difficult
        for
        brokers to sell our shares of our common stock and limit the liquidity of
        our
        securities.
 
 **Substantial
        sales of our stock may impact the market price of our common stock.**
  Future
        sales of substantial amounts of our common stock, including shares that we
        may
        issue upon exercise of options and warrants, could adversely affect the market
        price of our common stock. Further, if we raise additional funds through
        the
        issuance of common stock or securities convertible into or exercisable for
        common stock, the percentage ownership of our stockholders will be reduced
        and
        the price of our common stock may fall.
 **Outstanding
          secured convertible notes may substantially increase the number of outstanding
          shares of our common stock.**
 
 On
          May
          23, 2005, we entered into five simultaneous transactions with five investors
          pursuant to which we borrowed an aggregate principal amount of $750,000
          and
          issued to the investors secured convertible notes and common stock purchase
          warrants. Each note bears simple interest accruing at the annual rate of
          10%, on
          May 23, 2006 which is the maturity date of the note. The simple interest
          payable
          on the note is payable upon each conversion of the note, quarterly commencing
          July 1, 2005, and on the maturity date. The individual note holders have
          the
          right, at their option, to convert the principal amount of the note, together
          with all accrued interest thereon in accordance with the provisions of
          and upon
          satisfaction of the conditions contained in the note, into fully paid and
          non-assessable shares of our common stock at a conversion price equal to
          the
          lesser of $0.30 or 70% of the average of the three lowest closing bid prices
          of
          our common stock as reported for the thirty trading days preceding the
          date of
          conversion. There is no floor to the conversion price. Any reduction in
          the
          closing bid prices of our common stock will reduce the conversion price
          of the
          notes and may substantially increase the number of shares convertible for
          each
          note.
 **We
        do not expect to pay dividends for the foreseeable future.**
 
 For
        the
        foreseeable future, it is anticipated that earnings, if any, that may be
        generated from our operations will be used to finance our operations and
        that
        cash dividends will not be paid to holders of our common stock.
  
 **Any
        projections used in this report may not be accurate** .
 
 Any
        and
        all projections and estimates contained in this report or otherwise prepared
        by
        us are based on information and assumptions which management believes to
        be
        accurate; however, they are mere projections and no assurance can be given
        that
        actual performance will match or approximate the projections.
 
 **As
        a result of our intensely competitive industry, we may not gain enough market
        share to be profitable.**
  The
        oil
        and gas industry is intensely competitive. We have numerous competitors in
        the
        United States and elsewhere. Because we are pursuing potentially large markets,
        our competitors include major, multinational oil and gas companies. Many
        of
        these competitors have greater financial, research and other resources than
        we
        do. If we are unable to compete successfully, we may never be able to sell
        enough products at a price sufficient to permit us to generate profits.
 
 **We
        may not have sufficient funds to operate our business and may not be able
        to
        obtain additional financing.**
 
 Our
        currant plan of operation is to begin production on our Acadia North project
        located in Alberta, Canada. In May 2005, we borrowed $750,000 in order to
        fund
        the Acadia North operation. As of June 30, 2005 we have approximately $
        143,555 cash on hand remaining. We plan to begin operations in the
        North
        Section of the Acadia North Project. We estimate that we will need approximately
        $492,500 to cover the expense of drilling the first well and we have already
        advanced $458,800 towards this cost. Any excess funds will be used as general
        working capital and to begin operations on the second well in the South Section
        if the first well proves successful. Assuming the well in the North Section
        is
        successful, we anticipate tying the well into the existing pipelines running
        through the project and immediately selling the natural gas to the pipeline
        company. A second well is scheduled to be drilled in the South Section of
        the
        project if the first well proves to be successful. If we go forth with the
        second well, the estimated cost is approximately $391,500 to pay for the
        drilling and production costs associated with the second well. We will also
        require additional working capital. Assuming the first well in the North
        Section
        of the project is successful and we begin sales, we plan on using revenues
        from
        gas sales to pay for some of the costs associated with the second well. However,
        we currently have insufficient funds to fully fund the second well and to
        operate our business according to our proposed business plan. In addition,
        if
        unanticipated expenses, problems, and difficulties occur which result in
        material delays in the development of our products, we will not be able to
        operate within our budget. If we do not operate within our budget, we will
        require additional funds to continue our business. We may not be able to
        obtain
        additional financing as needed, on acceptable terms, or at all, which would
        force us to delay our plans for growth and implementation of our strategy
        which
        could seriously harm our business, financial condition, and results of
        operations. If we need additional funds, we may seek to obtain them primarily
        through stock or debt financings. Those additional financing could result
        in
        dilution to our stockholders.
 
 **We
        will need to raise additional money before we achieve profitability; if we
        fail
        to raise additional money, it could be difficult to continue our business.**
  Based
        on
        our current plans, we believe that we do not have sufficient financial resources
        to meet our operating expenses and capital requirements. Accordingly, we
        will
        need to obtain additional funds. We may seek additional funding through public
        or private financing or through collaborative arrangements with strategic
        partners.
  You
        should be aware that in the future:
 •
              we
                  may not obtain additional financial resources when necessary or
                  on terms
                  favorable to us, if at all; and
 •  any
        available additional financing may not be adequate.
 •  we
          may be
          required to sell shares of our common stock at extremely discounted prices
          in
          order for us to obtain additional financing.
  If
        we
        cannot raise additional funds when needed, or on acceptable terms, we will
        not
        be able to continue to operate.
  **We
        require substantial capital requirements to finance our
        operations.**
 
 We
        have
        substantial anticipated capital requirements. Although we believe we have
        sufficient capital to fund operations and the drilling of the first well
        in our
        Arcadia North Project, we do not have sufficient funds to drill the second
        well
        of the project. We believe that we will require approximately $391,500 to
        fund
        the drilling of the second well in addition to funds necessary to cover general
        overhead. Accordingly, we estimate that we will require a total of approximately
        $400,000 in additional capital.
 
 We
        plan
        to finance anticipated ongoing expenses and capital requirements with funds
        generated from the following sources:
 
 •
        cash
        provided by operating activities;
 
 •
        available cash and cash investments; and
 
 •
        capital
        raised through debt and equity offerings.
 
 Although
        we believe the funds provided by these sources will be sufficient to meet
        our
        anticipated cash requirements, the uncertainties and risks associated with
        future performance and revenues will ultimately determine our liquidity and
        our
        ability to meet anticipated capital requirements. If declining prices cause
        our
        revenues to decrease, we may be limited in our ability to replace our reserves,
        to maintain current production levels and to undertake or complete future
        drilling and acquisition activities. As a result, our production and revenues
        would decrease over time and may not be sufficient to satisfy our projected
        capital expenditures. We may not be able to obtain additional financing in
        such
        a circumstance.
 
 **The
        oil and natural gas market is volatile and exposes us to financial
        risks.**
 
 Our
        profitability, cash flow and the carrying value of our oil and gas properties
        are highly dependent on the market prices of oil and natural gas. Historically,
        the oil and natural gas markets have proven cyclical and volatile as a result
        of
        factors that are beyond our control. These factors include changes in tax
        laws,
        the level of consumer product demand, weather conditions, the price and
        availability of alternative fuels, the price and level of imports and exports
        of
        oil and natural gas, worldwide economic, political and regulatory conditions,
        and action taken by the Organization of Petroleum Exporting Countries. Any
        significant decline in oil and natural gas prices or any other unfavorable
        market conditions could have a material adverse effect on our financial
        condition and on the carrying value of our proved reserves. Consequently,
        we may
        not be able to generate sufficient cash flows from operations to meet our
        obligations and to make planned capital expenditures.
 
 **Failure
        to fund continued capital expenditures could adversely affect
        results.**
 
 If
        our
        anticipated revenues substantially decrease as a result of lower oil and
        gas
        prices or otherwise, we may have a limited ability to expend the capital
        necessary to replace our reserves or to maintain production at current levels,
        resulting in a decrease in production over time. We expect that we will continue
        to make capital expenditures for the acquisition, exploration and development
        of
        oil and gas reserves. Historically, we have financed these expenditures
        primarily with cash flow from operations and proceeds from debt and equity
        financings, asset sales and sales of partial interests in foreign concessions.
        We believe that we will have sufficient cash flow from operations and financings
        to fund capital expenditures. However, if our cash flow from anticipated
        operations is not sufficient to satisfy our capital expenditure requirements,
        there can be no assurance that additional debt or equity financing or other
        sources of capital will be available to meet these requirements. If we are
        not
        able to fund our capital expenditures, our interests in some of our properties
        may be reduced or forfeited and our future cash generation may be materially
        adversely affected as a result of the failure to find and develop
        reserves.
 
 **We
        depend heavily on key personnel, and loss of the services of one or more
        of our
        key executives or a significant portion of any prospective local management
        personnel could weaken our management team adversely affecting our operations.**
 
 Our
        success largely depends on the skills, experience and efforts of our senior
        management, particularly our President and Chief Executive Officer and Director,
        Roderick Bartlett, our Director and Chief Financial Officer, Cameron King,
        our
        Director, Jim Irwin, our Engineering Consultant, Richard Johnson, our Director
        of Business Development, Darrin Hayes, our Chief Operating Officer, William
        Huntington Stinson and our Vice President of Operations, Joseph F. Wallen.
        The
        loss of services of one or more members of our senior management or of a
        significant portion of any of our local management staff could weaken
        significantly our management expertise and our ability to operate efficiently.
        We do not maintain key man life insurance policies on any of our officers,
        although we may obtain such insurance policies in the future.
 
 **As
        of June 30, 2005, there are warrants to purchase up to 20,490,542 shares
        of our
        common stock currently outstanding.**
 
 As
        of
        June 30, 2005, we have granted warrants to purchase an aggregate of 20,490,542
        shares of our common stock to various persons and entities, of which warrants
        to
        purchase up to 20,490,542 shares of our common stock are currently exercisable.
        The exercise prices on these warrants range from $0.1504 per share to $0.6533
        per share. If issued, the shares underlying options and warrants would
        significantly increase the number of shares of our common stock currently
        outstanding and will dilute the holdings and voting rights of our then-existing
        stockholders.
 
 **Issuing
        preferred stock with rights senior to those of our common stock could adversely
        affect holders of common stock.**
  Our
        charter documents give our board of directors the authority to issue series
        of
        preferred stock without a vote or action by our stockholders. The board also
        has
        the authority to determine the terms of preferred stock, including price,
        preferences and voting rights. The rights granted to holders of preferred
        stock
        may adversely affect the rights of holders of our common stock. For example,
        a
        series of preferred stock may be granted the right to receive a liquidation
        preference - a pre-set distribution in the event of a liquidation - that
        would
        reduce the amount available for distribution to holders of common stock.
        In
        addition, the issuance of preferred stock could make it more difficult for
        a
        third party to acquire a majority of our outstanding voting stock. As a result,
        common stockholders could be prevented from participating in transactions
        that
        would offer an optimal price for their shares.
 
 **Costs
        of legal matters, environmental liabilities and regulation could exceed
        estimates.**
 
 We
        may
        become parties to a number of legal and administrative proceedings involving
        environmental and/or other matters pending in various courts or agencies.
        These
        include proceedings associated with facilities currently or previously owned,
        operated or used by us and include claims for personal injuries and property
        damages. Our current and former operations also involve management of regulated
        materials and are subject to various environmental laws and regulations.
        These
        laws and regulations obligate us and/or our subsidiaries to clean up various
        sites at which petroleum and other hydrocarbons, chemicals, low-level
        radioactive substances and/or other materials have been disposed of or released.
        It is not possible for us to estimate reliably the amount and timing of all
        future expenditures related to environmental and legal matters and other
        contingencies because:
 
 •
        some
        sites are in the early stages of investigation, and other sites may be
        identified in the future
 
 •
        cleanup
        requirements are difficult to predict at sites where remedial investigations
        have not been completed or final decisions have not been made regarding cleanup
        requirements, technologies or other factors that bear on cleanup
        costs
 
 •
        environmental laws frequently impose joint and several liability on all
        potentially responsible parties, and it can be difficult to determine the
        number
        and financial condition of other potentially responsible parties and their
        share
        of responsibility for cleanup costs
 
 •
        environmental laws and regulations are continually changing, and court
        proceedings are inherently uncertain
 
 •
        some
        legal matters are in the early stages of investigation or proceeding or their
        outcomes otherwise may be difficult to predict, and other legal matters may
        be
        identified in the future
 
 Although
        our management believes that it has established appropriate reserves for
        cleanup
        costs, due to these uncertainties we could be required to make additional
        reserves in the future.
 
 **Our
        estimates may prove to be inaccurate and future net cash flows are
        uncertain.**
 
 Our
        estimates of the quantities of proved reserves and our projections of both
        future production rates and the timing of development expenditures are uncertain
        and may prove to be inaccurate. You should not construe these reserve estimates
        as the current market value of our oil and natural gas reserves. Any downward
        revisions of these estimates could adversely affect our financial condition.
        We
        also make certain assumptions regarding future oil and natural gas prices,
        production levels, and operating and development costs that may prove incorrect
        when judged against our actual experience. Any significant variance from
        these
        assumptions could greatly affect our estimates of reserves, future net cash
        flows and our ability to borrow under our credit facility.
 
 **We
        compete against significant players in the oil and natural gas industry,
        and our
        failure in the long-term to compete future acquisitions successfully could
        reduce our earnings and cause revenues to decline.**
 
 The
        oil
        and natural gas industry is highly competitive. Our ability to acquire
        properties and to discover additional reserves depends on our ability to
        consummate transactions in this highly competitive environment. We compete
        with
        major oil companies, other independent oil and natural gas companies, and
        individual producers and operators. Many of these competitors have access
        to
        greater financial and personnel resources than those to which we have access.
        Moreover, the oil and natural gas industry competes with other industries
        in
        supplying the energy and fuel needs of industrial, commercial and other
        consumers. Increased competition causing oversupply or depressed prices could
        materially adversely affect our revenues.
 
 **The
        oil and natural gas market is heavily regulated.**
 
 We
        are
        subject to various federal, state and local laws and regulations. These laws
        and
        regulations govern safety, exploration, development, taxation and environmental
        matters that are related to the oil and natural gas industry. To conserve
        oil
        and natural gas supplies, regulatory agencies may impose price controls and
        may
        limit our production. Certain laws and regulations require drilling permits,
        govern the spacing of wells and the prevention of waste, and limit the total
        number of wells drilled or the total allowable production from successful
        wells.
        Other laws and regulations govern the handling, storage, transportation and
        disposal of oil and natural gas and any byproducts produced in oil and natural
        gas operations. These laws and regulations could materially adversely impact
        our
        operations and our revenues.
 
 Laws
        and
        regulations that affect us may change from time to time in response to economic
        or political conditions. Thus, we must also consider the impact of future
        laws
        and regulations that may be passed in the jurisdictions where we operate.
        We
        anticipate that future laws and regulations related to the oil and natural
        gas
        industry will become increasingly stringent and cause us to incur substantial
        compliance costs.
 
 **The
        nature of our operations exposes us to environmental
        liabilities.**
 
 Our
        operations create the risk of environmental liabilities. We may incur liability
        to governments or to third parties for any unlawful discharge of oil, gas
        or
        other pollutants into the air, soil or water. We could potentially discharge
        oil
        or natural gas into the environment in any of the following ways:
 
 •
        from a
        well or drilling equipment at a drill site
 
 •
        from a
        leak in storage tanks, pipelines or other gathering and transportation
        facilities
 
 •
        from
        damage to oil or natural gas wells resulting from accidents during normal
        operations
 
 •
        from
        blowouts, cratering or explosions
 
 Environmental
        discharges may move through the soil to water supplies or adjoining properties,
        giving rise to additional liabilities. Some laws and regulations could impose
        liability for failure to obtain the proper permits for, to control the use
        of,
        or to notify the proper authorities of a hazardous discharge. Such liability
        could have a material adverse effect on our financial condition and our results
        of operations and could possibly cause our operations to be suspended or
        terminated on such property.
 
 We
        may
        also be liable for any environmental hazards created either by the previous
        owners of properties that we purchase or lease or by acquired companies prior
        to
        the date we acquire them. Such liability would affect the costs of our
        acquisition of those properties. In connection with any of these environmental
        violations, we may also be charged with remedial costs. Pollution and similar
        environmental risks generally are not fully insurable.
 
 Although
        we do not believe that our environmental risks are materially different from
        those of comparable companies in the oil and natural gas industry, we cannot
        assure you that environmental laws will not result in
 decreased
        production, substantially increased costs of operations or other adverse
        effects
        to our combined operations and financial condition.
 
 **Our
        operations entail inherent casualty risks for which we may not have adequate
        insurance.**
 
 Our
        business plan anticipates that we will continually acquire, explore and develop
        new oil and natural gas reserves to replace those produced and sold. There
        is no
        assurance that we will be successful with our drilling, acquisition or
        exploration activities. Casualty risks and other operating risks could cause
        reserves and revenues to decline.
 
 Our
        operations are subject to inherent casualty risks such as fires, blowouts,
        cratering and explosions. Other risks include pollution, the uncontrollable
        flows of oil, natural gas, brine or well fluids, and the hazards of marine
        and
        helicopter operations such as capsizing, collision and adverse weather
        conditions. These risks may result in injury or loss of life, suspension
        of
        operations, environmental damage or property and equipment damage, all of
        which
        would cause us to experience substantial financial losses.
 
 Our
        drilling operations involve risks from high pressures and from mechanical
        difficulties such as stuck pipes, collapsed casings and separated cables.
        Although we carry insurance that we believe is in accordance with customary
        industry practices, we are not fully insured against all casualty risks incident
        to our business. We do not carry business interruption insurance. Should
        an
        event occur against which we are not insured, that event could have a material
        adverse effect on our financial position and our results from
        operations.
 
 **We
        may not be able to market effectively our oil and natural gas
        production.**
 
 We
        may
        encounter difficulties in the marketing of our oil and natural gas production.
        Effective marketing depends on factors such as the existing market supply
        and
        demand for oil and natural gas and the limitations imposed by governmental
        regulations. The proximity of our reserves to pipelines and the available
        capacity of such pipelines and other transportation, processing and refining
        facilities also affect our marketing efforts. Even if we discover hydrocarbons
        in commercial quantities, a substantial period of time may elapse before
        we
        begin commercial production. If pipeline facilities in an area are insufficient,
        we may have to wait for the construction or expansion of pipeline capacity
        before we can market production from that area. Also, natural gas wells may
        be
        shut in for lack of market demand or because of the inadequate capacity or
        unavailability of natural gas pipelines or gathering systems.
 
 **Terrorist
        attacks and threats or actual war may negatively affect our business, financial
        condition and results of operations.**
 
 Our
        business is affected by general economic conditions and fluctuations in consumer
        confidence and spending, which can decline as a result of numerous factors
        outside of our control, such as terrorist attacks and acts of war. Recent
        terrorist attacks in the United States, as well as events occurring in response
        to or in connection with them, including future terrorist attacks against
        U.S.
        targets, rumors or threats of war, actual conflicts involving the United
        States
        or its allies, or military or trade disruptions impacting our suppliers or
        our
        customers, may adversely impact our operations. Strategic targets such as
        energy-related assets may be at greater risk of future terrorist attacks
        than
        other targets in the United States. These occurrences could have an adverse
        impact on energy prices, including prices for our natural gas and crude oil
        production. In addition, disruption or significant increases in energy prices
        could result in government-imposed price controls. It is possible that any
        or a
        combination of these occurrences could have a material adverse effect on
        our
        business, financial condition and results of operations.
 
 **Natural
        gas and oil drilling is a speculative activity and involves numerous risks
        and
        substantial and uncertain costs that could adversely affect us.**
  Drilling
        for natural gas and oil involves numerous risks, including the risk that
        no
        commercially productive natural gas or oil reservoirs will be discovered.
        The
        cost of drilling, completing and operating wells is substantial and uncertain,
        and drilling operations may be curtailed, delayed or canceled as a result
        of a
        variety of factors beyond our control, including:
 
 •
        unexpected or adverse drilling conditions
 
 •
        elevated pressure or irregularities in geologic formations
 
 •
        equipment failures or accidents
 
 •
        adverse
        weather conditions
 
 •
        compliance with governmental requirements
 
 •
        shortages or delays in the availability of drilling rigs, crews and
        equipment
 
 Even
        if
        drilled, our completed wells may not produce reserves of natural gas or oil
        that
        are economically viable or that meet our earlier estimates of economically
        recoverable reserves. Our overall drilling success rate or our drilling success
        rate for activity within a particular project area may decline. Unsuccessful
        drilling activities could result in a significant decline in our production
        and
        revenues and materially harm our operations and financial condition by reducing
        our available cash and resources.
 
 **We
        are subject to various operating and other casualty risks that could result
        in
        liability exposure or the loss of production and revenues.**
 
 The
        natural gas and oil business involves operating hazards such as:
 
 •
        well
        blowouts
 
 •
        mechanical failures
 
 •
        explosions
 
 •
        uncontrollable flows of oil, natural gas or well fluids
 
 •
        fires
 
 •
        geologic formations with abnormal pressures
 
 •
        pipeline ruptures or spills
 
 •
        releases of toxic gases
 
 •
        other
        environmental hazards and risks
 
 Any
        of
        these hazards and risks can result in the loss of hydrocarbons, environmental
        pollution, personal injury claims and other damage to our properties and
        the
        property of others.
 
 **Currency
        risks and fluctuations could negatively impact our
        company.**
  We
        anticipate that some of our revenues may be received in Canadian dollars
        or
        other currencies other than US Dollars depending on where in the world we
        are
        producing oil & gas. Foreign currency can fluctuate against the US dollar in
        which the Company’s financial statements are prepared. There is no assurance
        that any currency exchange will be favorable and given that some or our major
        expenses are fixed in US dollars, our operating results could be negatively
        impacted by such currency fluctuations.
  Page
            2
  
 **Cautionary
        Statement Concerning**
 **Forward-Looking
        Statements**
 
 Some
        of
        the statements in this annual report are forward looking statements, which
        are
        subject to risks and uncertainties. These risks and uncertainties could cause
        actual results to differ materially from those expressed in forward-looking
        statements. We base these forward-looking statements on our expectations
        and
        projections about future events, which we derive from the information currently
        available to us. Such forward-looking statements relate to future events
        or our
        future performance. Forward-looking statements are only predictions. The
        forward-looking events discussed in this annual report, the documents to
        which
        we refer you and other statements made from time to time by us or our
        representatives, may not occur, and actual events and results may differ
        materially and are subject to risks, uncertainties and assumptions about
        us. For
        these statements, we claim the protection of the “bespeaks caution” doctrine.
        The forward-looking statements speak only as of the date hereof, and we
        expressly disclaim any obligation to publicly release the results of any
        revisions to these forward-looking statements to reflect events or circumstances
        after the date of this filing.
 
 **Item
        2. Description of Property**
 
 At
        present, we do not own any property. Our executive offices currently consist
        of
        leased office space located at: 2000 East Lamar Boulevard, Suite 600, Arlington,
        Texas 76006 and telephone number (817) 462-4091, 1650-1188 West Georgia Street,
        Vancouver, BC V6E 4A2 and telephone number (866) 264-7668, and 513 11215
        Jasper
        Avenue, Edmonton, Alberta, BC 25K 0L5 and telephone number (866) 264-7668.
        Our
        monthly rent for all locations is approximately $5,250 per month. We may
        require
        a larger office space if we grow. We believe there is an adequate supply
        of
        suitable office space in both areas on terms acceptable to us.
 
 **Item
        3. Legal Proceedings**
 
 None.
 
 **Item
        4. Submission of Matters to a Vote of Security Holders**
 
 In
        September 2004, a majority of the shareholders consented to amending our
        articles of incorporation to change: (i) the company’s name from Gamestate
        Entertainment, Inc. to Quest Oil Corporation; and, (ii) to increase the
        authorized shares to 100,000,000, of which 95,000,000 were designated as
        common
        stock, par value $.001, and 5,000,000 are designated as preferred stock,
        par
        value $.001. The amendment grants the board of directors the authority to
        designate the rights and privileges associated with any issuance of preferred
        stock. As of the date of this report, no shares of preferred stock have been
        authorized or issued. The amendment was duly approved by a majority of our
        shareholders via written consent in lieu of a meeting.
 ****
 
 PART
        II
 **Item
        5. Market for Common Equity and Related Stockholder
        Matters.**
  Our
        common stock trades on the OTC Bulletin Board under the symbol
“QOIL.OB.”
 
 The
        following table shows the high and low bid prices for our common stock for
        each
        quarter since April 1, 2003 as reported by the OTC Bulletin Board. We consider
        our stock to be “thinly traded” and any reported sale prices may not be a true
        market-based valuation of the stock. Some of the bid quotations from the
        OTC
        Bulletin Board set forth below may reflect inter-dealer prices, without retail
        mark-up, mark-down or commission and may not represent actual transactions.
 
 April
        1, 2004 to March 31, 2005 (OTC Bulletin Board) High
        BidLow Bid
 First
        quarter                                                                                  $
        0.00                                            $
        0.00
 Second
        quarter                                                                                       
           
         .77                                                .37
 Third
        quarter1                                                                                            
         .25                                               
         .60
 Fourth
        quarter                                                                                            
         .95                                              
          .13
 
 April
        1, 2003 to March 31, 2004 (OTC Bulletin Board) High
        Bid Low
        Bid
 First
        quarter
        (1) $
         0.00 $
        0.00
 Second
        quarter
        (1) 0.00 0.00
 Third
        quarter
        (1) 0.00 0.00
 Fourth
        quarter
        (1) 0.00 0.00
 
 (1)
        Our
        shares of common stock began trading on June 10, 2004.
 
 As
        of
        June 23, 2005, there were approximately 221 record holders of our common
        stock.
 
 We
        have
        not paid any cash dividends since our inception and do not contemplate paying
        dividends in the foreseeable future. It is anticipated that earnings, if
        any,
        will be retained to retire debt and for the operation of the
        business.
 
 Shares
        eligible for future sale could depress the price of our common stock, thus
        lowering the value of a buyer’s investment. Sales of substantial amounts of
        common stock, or the perception that such sales could occur, could adversely
        affect prevailing market prices for shares of our common stock.
 
 Our
        revenues and operating results may fluctuate significantly from quarter to
        quarter, which can lead to significant volatility in the price and volume
        of our
        stock. In addition, stock markets have experienced extreme price and volume
        volatility in recent years. This volatility has had a substantial effect
        on the
        market prices of securities of many smaller public companies for reasons
        unrelated or disproportionate to the operating performance of the specific
        companies. These broad market fluctuations may adversely affect the market
        price
        of our common stock.
 
 **Securities
        Authorized for Issuance Under Equity Compensation Plans.**
 
 The
        following provides information concerning compensation plans under which
        our
        equity securities are authorized for issuance as of March 31, 2005: ****
 **(a)**
              
              **(b)**
              
              **(c)****Plan Category**
              
              **Number
                  of securities to be issued upon exercise of outstanding options,
                  warrants
                  and rights**
              
              **Weighted-average
                  exercise price of outstanding options, warrants and
                  rights**
              
              **Number
                  of securities remaining available for future issuance under equity
                  compensation plans (excluding securities reflected in column
                  (a))**Equity
                  compensation plans approved by security holders (1)
              
              -0-
              
              n/a
              
              -0-Equity
                  compensation plans not approved by security holders (2)
              
              -0-
                  (3)
              
              n/a
                  (3)
              
              546,160Total
              
              0
              
              n/a
                  (3)
              
              546,160
 
 (1)  We
        do not
        have any equity compensation plans approved by the security
        holders.
 
 (2)  2004
        Stock Incentive Plan. **** Our
        board
        of directors adopted our 2004 Stock Incentive Plan on August 5, 2004. The
        purpose of the plan is to provide us with a means of compensating selected
        key
        employees, including officers, directors and consultants for their services
        rendered in connection with the development of the company with shares of
        our
        common stock. The total number of shares available for the grant of either
        stock
        options or compensation stock under the plan is 6,000,000 shares, subject
        to
        adjustment. To date, we have issued 5,453,840 shares of common stock under
        the
        plan. Our board of directors administers our plan and has full power to grant
        stock options and common stock, construe and interpret the plan, establish
        rules
        and regulations and perform all other acts, including the delegation of
        administrative responsibilities, it believes reasonable an proper. Any decision
        made, or action taken, by the compensation committee or our board of directors
        arising out of or in connection with the interpretation and administration
        of
        the plan is final and conclusive.
 
 Our
        board
        of directors, in its absolute discretion, shall (a) select those key employees,
        officers, directors and consultants to whom shares of the company’s common stock
        shall be awarded or sold, and (b) determine the number of shares to be awarded
        or sold; the time or times at which shares shall be awarded or sold; whether
        the
        shares to be awarded or sold will be registered with the Securities and Exchange
        Commission; and such conditions, rights of repurchase, rights of first refusal
        or other transfer restrictions as the Board may determine. Each award or
        sale of
        shares under the plan may or may not be evidenced by a written agreement
        between
        the company and the persons to whom shares of the Company’s Common Stock are
        awarded or sold.
 
 In
        the
        event that our outstanding common stock is hereafter increased or decreased,
        or
        changed into or exchanged for a different number or kind of shares or other
        securities of the company or of another corporation, by reason of a
        recapitalization, reclassification, reorganization, merger, consolidation,
        share
        exchange, or other business combination in which the company is the surviving
        parent corporation, stock split-up, combination of shares, or dividend or
        other
        distribution payable in capital stock or rights to acquire capital stock,
        appropriate adjustment shall be made by our board of directors in the number
        and
        kind of shares which may be granted under the plan.
 
 Our
        board
        of directors may at any time, and from time to time, suspend or terminate
        the
        plan in whole or in part or amend it from time to time in such respects as
        our
        board of directors may deem appropriate and in our best interest.
 
 (3)  Our
        2004
        Stock Incentive Plan allows our board of directors to grant either stock
        options
        or compensation stock under the plan. To date, we have not granted any stock
        options under the plan. We have issued 5,453,840 shares of common stock under
        the plan.
 
 **Item
        6. Management’s Discussion and Analysis or Plan of
        Operation**
 
 The
        following discussion and analysis should be read in conjunction with our
        audited
        consolidated financial statements and related notes included in this report.
        This report contains “forward-looking statements” within the meaning of the
        Private Securities Litigation Reform Act of 1995. The statements contained
        in
        this report that are not historic in nature, particularly those that utilize
        terminology such as
“may,”“will,”“should,”“expects,”“anticipates,”“estimates,”“believes,” or “plans”
        or comparable terminology are forward-looking statements based on current
        expectations and assumptions.
 
 Various
        risks and uncertainties could cause actual results to differ materially from
        those expressed in forward-looking statements. Factors that could cause actual
        results to differ from expectations include, but are not limited to, those
        set
        forth under the section “Risk Factors” set forth in this report.
 
 The
        forward-looking events discussed in this report, the documents to which we
        refer
        you and other statements made from time to time by us or our representatives,
        may not occur, and actual events and results may differ materially and are
        subject to risks, uncertainties and assumptions about us. For these statements,
        we claim the protection of the “bespeaks caution” doctrine. All forward-looking
        statements in this document are based on information currently available
        to us
        as of the date of this report, and we assume no obligation to update any
        forward-looking statements. Forward-looking statements involve known and
        unknown
        risks, uncertainties and other factors that may cause the actual results
        to
        differ materially from any future results, performance or achievements expressed
        or implied by such forward-looking statements.
 
 **General**
 
 We
        are an
        independent exploration stage oil and natural gas company that explores for,
        acquires and develops oil and natural gas properties. Currently, our operations
        are focused on the Canadian oil fields of Alberta. We are also exploring
        other
        various global opportunities.
 
 **Corporate
        History**
 
 We
        were
        originally incorporated in the State of Nevada on January 19, 1999 under
        the
        name of Luna Technologies, Inc. We have changed our name several times as
        follows: Luna Medical Technologies, Inc. (May 31, 1999), Lanwerx Entertainment,
        Inc. (May 19, 2003), GameState Entertainment, inc. (September 24, 2003) and
        Quest Oil Corporation (September 7, 2004). In 2004, we formed Quest Canada
        Corp., a wholly owned Canadian subsidiary, which was created to serve as
        a
        holding company for our anticipated oil and gas projects.
 
 In
        2004,
        we formed Quest Canada Corp., a wholly owned Canadian subsidiary, which was
        created to serve as a holding company for our anticipated oil and gas projects
        in Canada.
 
 Our
        current plan of operation is to begin production on our Acadia North project
        located in Alberta, Canada. In May 2005, we borrowed $750,000 in order to
        fund
        the Acadia North operation. As of June 30, 2005 we have approximately $ 143,555
        cash on hand remaining.
 
 We
        plan
        to begin operations in the North Section of the Acadia North Project by drilling
        a well to the gas reservoirs identified in the Chapman Report. We estimate
        that
        we will need approximately $492,500 to cover the expense of drilling the
        first
        well and we have already advanced $458,800 towards this cost. Any excess
        funds
        will be used as general working capital and to begin operations on the second
        well in the South Section if the first well proves successful. Assuming the
        well
        in the North Section is successful, we anticipate tying the well into the
        existing pipelines running through the project and immediately selling the
        natural gas to the pipeline company.
 
 A
        second
        well is scheduled to be drilled in the South Section of the project if the
        first
        well proves to be successful. If we go forth with the second well, the estimated
        cost is approximately $391,500 to pay for the drilling and production costs
        associated with the second well. We will also require additional working
        capital. Assuming the first well in the North Section of the project is
        successful and we begin sales, we plan on using revenues from gas sales to
        pay
        for some of the costs associated with the second well. However, we anticipate
        that we will require approximately $400,000 in additional capital to fully
        fund
        the second well operations.
 
 Our
        goal
        is to identify, develop and produce new oil and gas wells on an ongoing
        basis.
 
 **Liquidity
        and Capital Resources**
 
 We
        currently have limited capital with which to satisfy our cash requirements.
        As
        of June 30, 2005 we have approximately $ 143,555 cash on hand remaining.
        We
        will require significant additional capital in order to explore for new projects
        and to begin drilling.
 
 We
        have
        financed our operations primarily through private sales of equity securities
        and
        equity financing. We anticipate that we will need at least $400,000 in
        additional working capital so that we may begin production on the South Section
        well of our Acadia North project. In the event we discover other projects
        either
        in Canada or worldwide, we will require additional capital to start drilling
        and
        production on the new wells.
 
 Our
        expectations are based on certain assumptions concerning the anticipated
        costs
        associated with any new projects. These assumptions concern future events
        and
        circumstances that our officers believe to be significant to our operations
        and
        upon which our working capital requirements will depend. Some assumptions
        will
        invariably not materialize and some unanticipated events and circumstances
        occurring subsequent to the date of this annual report. We will continue
        to seek
        to fund our capital requirements over the next 12 months from the additional
        sale of our securities, however, it is possible that we will be unable to
        obtain
        sufficient additional capital through the sale of our securities as
        needed.
 
 The
        amount and timing of our future capital requirements will depend upon many
        factors, including the level of funding received by us anticipated private
        placements of our common stock and the level of funding obtained through
        other
        financing sources, and the timing of such funding.
 
 We
        intend
        to retain any future earnings to retire any existing debt, finance the expansion
        of our business and any necessary capital expenditures, and for general
        corporate purposes.
      Page
            3
  
 **I** **tem
          7. Financial Statements**
 
 
 
 
 
 
 **QUEST
          OIL CORPORATION**
 
 **(FORMERLY
          GAMESTATE ENTERTAINMENT, INC.)**
 
 **(An
          Exploration Stage Company)**
 
 **CONSOLIDATED
          FINANCIAL STATEMENTS**
 
 **AS
          AT MARCH 31, 2005 AND 2004**
 
 
 
 
 
 
 
 
 **------INDEX------**
 
 
 **Auditors’
          Report**F
          -
          1
 
 **Consolidated
          Balance Sheets              
          F  - 2**
 
 **Consolidated
          Statements of Operations         F
          -
          3**
 
 **Consolidated
          Statements of
          Stockholders’
          Deficit                                       F- 
          4**
 
 **Consolidated
          Cash Flow Statements         F-
           5**
  **Notes
          to Consolidated Financial Statements          F
          -8  to F -
          16**
     
  Page
              F -
              1
  **Auditors'
            Report**
 
 
 To
            the
            Shareholders of
 
 
 **Quest
            Oil Corporation**
 (formerly
            GameState Entertainment, Inc.)
 (An
            Exploration Stage Company)
 
 We
            have
            audited the consolidated balance sheets of Quest Oil Corporation (formerly
            GameState Entertainment, Inc.) (an exploration stage company) as at March
            31,
            2005 and 2004 and the consolidated statements of operations, changes
            in
            stockholders’ equity/(deficit), and cash flows for the years then ended. These
            financial statements are the responsibility of the Company's management.
            Our
            responsibility is to express an opinion on these consolidated financial
            statements based on our audits.
 
 We
            conducted our audits in accordance with the generally accepted auditing
            standards of the Public Company Accounting Oversight Board (United States).
            Those standards require that we plan and perform an audit to obtain reasonable
            assurance whether the consolidated financial statements are free of material
            misstatement. An audit includes examining, on a test basis, evidence
            supporting
            the amounts and disclosures in the consolidated financial statements.
            An audit
            also includes assessing the accounting principles used and significant
            estimates
            made by management, as well as evaluating the overall consolidated financial
            statement presentation.
 
 In
            our
            opinion, these consolidated financial statements present fairly in all
            material
            respects, the consolidated financial position of the Company as at March
            31,
            2005 and 2004 and the results of its consolidated operations and its
            cash flows
            for the years then ended in conformity with generally accepted accounting
            principles in the United States of America.
 
 The
            accompanying consolidated financial statements referred to above have
            been
            prepared assuming that the Company will continue as a going concern.
            As
            discussed in Note 2 to the consolidated financial statements, the Company
            is in
            the exploration stage, has no established source of revenue and is dependent
            on
            its ability to raise capital from shareholders or other sources to sustain
            operations. These factors, along with other matters as set forth in Note
            2,
            raise substantial doubt that the Company will be able to continue as
            a going
            concern. The consolidated financial statements do not include any adjustments
            that might result from the outcome of this uncertainty.
 
 
 **Vancouver,
            Canada.**  **Chartered
            Accountants**
 **June
            22, 2005**
  Page
                F -
                2
 Page
            F -
            3
  **QUEST
                    OIL CORPORATION****(FORMERLY
                    GAMESTATE ENTERTAINMENT, INC.)****(An
                    Exploration Stage Company)****CONSOLIDATED
                    BALANCE SHEETS****AS
                    AT MARCH 31, 2005 AND 2004**(Stated
                    in US Dollars)March
                    31
                
                
                March
                    31,2005
                
                
                2004ASSETSCURRENT
                    ASSETSCash
                
                $
                3,197
                
                $
                -Accounts
                    receivable
                
                
                5,000
                
                
                -Prepaid
                    expenses and deposits
                
                
                1,400
                
                
                1,2509,597
                
                
                1,250OIL
                    AND GAS PROPERTY (Notes 3(ii) and 4)
                
                
                23,271
                
                
                -EQUIPMENT
                    (Notes 3(iii) and 5)Computer
                    equipment
                
                
                10,000
                
                
                10,000Less:
                    accumulated amortization
                
                
                3,000
                
                
                -7,000
                
                
                10,000Total
                    Assets
                
                $
                39,868
                
                $
                11,250LIABILITIES
                    AND STOCKHOLDERS' DEFICITCURRENT
                    LIABILITIESBank
                    overdraft
                
                $
                -
                
                $
                313Accounts
                    payable
                
                
                222,087
                
                
                96,386Accrued
                    expenses
                
                
                56,500
                
                
                6,500Convertible
                    notes payable (Note 6)
                
                
                55,479
                
                
                57,380Loans
                    payable (Note 7)
                
                
                511,181
                
                
                -Advances
                    from shareholders (Note 10)
                
                
                -
                
                
                342,336845,247
                
                
                502,915LONG
                    TERMLoan
                    payable (Note 8)
                
                
                105,542
                
                
                78,353Total
                    Liabilities
                
                
                950,789
                
                
                581,268STOCKHOLDERS'
                    DEFICITPreferred
                    shares, 5,000,000 shares authorized, $0.001 par value;no
                    shares issued and outstanding (Note 9)Common
                    shares, 95,000,000 shares authorized, $0.001 par value;27,855,760
                    and 16,461,920 shares issued and outstanding respectively (Note
                    10)
                
                
                27,855
                
                
                16,462Additional
                    paid-in capital
                
                
                1,471,413
                
                
                826,093Accumulated
                    deficit
                
                
                (2,410,189
                )
                
                (1,412,573
                )Total
                    Stockholders' Deficit
                
                
                (910,921
                )
                
                (570,018
                )Total
                    Liabilities and Stockholders' Deficit
                
                $
                39,868
                
                $
                11,250COMMITMENTS
                    (note 18)SUBSEQUENT
                    EVENTS (note 19)Approved
                    by the Directors:The
                    accompanying notes are an integral part of these financial
                    statements.
 
 Page
            F -
            4
  
 **QUEST
                  OIL CORPORATION****(FORMERLY
                  GAMESTATE ENTERTAINMENT, INC.)****(An
                  Exploration Stage Company)****CONSOLIDATED
                  STATEMENTS OF OPERATIONS****FOR
                  THE YEAR ENDED MARCH 31, 2005 AND 2004****(Stated
                  in US Dollars)**March
                  31,
              
              March
                  31,2005
              
              2004EXPENSESAmortization
              
              $
              3,000
              
              $
              12,352Auditing
                  and accounting
              
              
              17,686
              
              
              10,551Bank
                  charges and interest
              
              
              30,210
              
              
              29,729Consulting
              
              
              384,736
              
              
              35,374Due
                  diligence
              
              
              19,392
              
              
              -Dues
                  and subscriptions
              
              
              -
              
              
              458Investor
                  relations activities
              
              
              6,706
              
              
              -Legal
              
              
              57,758
              
              
              7,937Loss
                  on foreign exchange
              
              
              4,660
              
              
              2,583Management
                  fees (note 10)
              
              
              467,500
              
              
              124,300Marketing
              
              
              -
              
              
              159Meals
                  and entertainment
              
              
              2,814
              
              
              778Office
                  supplies and stationery
              
              
              5,516
              
              
              8,770Parking
              
              
              3,393
              
              
              1,794Regulatory
                  fees
              
              
              8,535
              
              
              307Rent
              
              
              22,657
              
              
              4,131Telephone
              
              
              4,304
              
              
              1,707Transfer
                  agent
              
              
              5,325
              
              
              3,615Travel
              
              
              20,401
              
              
              4,5881,064,593
              
              
              249,133OTHER
                  REVENUESInterest
              
              
              941
              
              
              -Forgiveness
                  of debt
              
              
              66,036
              
              
              -66,977
              
              
              -LOSS
                  FOR THE YEAR BEFORE DISCONTINUED OPERATIONS
              
              
              (997,616
              )
              
              (249,133
              )LOSS
                  FROM DISCONTINUED OPERATIONS (note 17)
              
              
              -
              
              
              (176,422
              )NET
                  LOSS FOR THE YEAR
              
              $
              (997,616
              )
              $
              (425,555
              )NET
                  LOSS PER COMMON SHARE (Note 3(iv))
              
              $
              (0.05
              )
              $
              (0.02
              )WEIGHTED
                  AVERAGE NUMBER OF BASIC ANDDILUTED
                  COMMON SHARES OUTSTANDING
              
              
              21,634,516
              
              
              12,338,632The
                  accompanying notes are an integral part of these financial
                  statements.
  Page
            F -
            5


**QUEST
                  OIL CORPORATION****(FORMERLY
                  GAMESTATE ENTERTAINMENT, INC.)****(An
                  Exploration Stage Company)****CONSOLIDATED
                  STATEMENTS OF STOCKHOLDERS' DEFICIT****AS
                  AT MARCH 31, 2005****(Stated
                  in US Dollars)**Common
                  Shares
              
              Additional
              
              
              
              
              
              TotalNumber
                of
                  Shares
              
              
              Amount
              
              
              Paid-In     Capital
              
              
              Accumulated
                  Deficit
              
              
              Stockholders'
                  Equity (Deficit)Balance,
                  March 31, 2001
              
              
              161,920
              
              $
              162
              
              $
              442,393
              
              $
              (759,459
              )
              $
              (316,904
              )Net
                  loss for the year endedMarch
                  31, 2002
              
              
              -
              
              
              -
              
              
              -
              
              
              (71,389
              )
              
              (71,389
              )Balance,
                  March 31, 2002
              
              
              161,920
              
              
              162
              
              
              442,393
              
              
              (830,848
              )
              
              (388,293
              )Issuance
                  of common shares inexchange
                  for debt at $0.005 per share
              
              
              500,000
              
              
              500
              
              
              124,500
              
              
              -
              
              
              125,000Net
                  loss for the year endedMarch
                  31, 2003
              
              
              -
              
              
              -
              
              
              -
              
              
              (156,170
              )
              
              (156,170
              )Balance,
                  March 31, 2003
              
              
              661,920
              
              
              662
              
              
              566,893
              
              
              (987,018
              )
              
              (419,463
              )Issuance
                  of common shares inexchange
                  for debt at $0.005 per share
              
              
              15,000,000
              
              
              15,000
              
              
              60,000
              
              
              -
              
              
              75,000Issuance
                  of common shares inexchange
                  for assets $0.25 per share
              
              
              800,000
              
              
              800
              
              
              199,200
              
              
              -
              
              
              200,000Net
                  loss for the year endedMarch
                  31, 2004
              
              
              -
              
              
              -
              
              
              -
              
              
              (425,555
              )
              
              (425,555
              )Balance,
                  March 31, 2004
              
              
              16,461,920
              
              
              16,462
              
              
              826,093
              
              
              (1,412,573
              )
              
              (570,018
              )Issuance
                  of common shares inexchange
                  for debt at $0.25 per share (note 6)
              
              
              40,000
              
              
              40
              
              
              9,960
              
              
              -
              
              
              10,000Issuance
                  of common shares in exchange forlegal,
                  management and consulting fees (note 10)
              
              
              11,161,540
              
              
              11,161
              
              
              585,552
              
              
              -
              
              
              596,713Issuance
                  of common shares for cash (note 10)
              
              
              192,300
              
              
              192
              
              
              49,808
              
              
              -
              
              
              50,000Net
                  loss for year endedMarch
                  31, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              (997,616
              )
              
              (997,616
              )Balance,
                  March 31, 2005
              
              
              27,855,760
              
              $
              27,855
              
              $
              1,471,413
              
              $
              (2,410,189
              )
              $
              (910,921
              )The
                  accompanying notes are an integral part of these financial
                  statements.





Page
          F -
          6


**QUEST
                  OIL CORPORATION****(FORMERLY
                  GAMESTATE ENTERTAINMENT INC.)****(An
                  Exploration Stage Company)****CONSOLIDATED
                  CASH FLOW STATEMENTS****FOR
                  THE YEAR ENDED MARCH 31, 2005 AND 2004****(Stated
                  in US Dollars)**March
                  31,
              
              March
                  31,2005
              
              2004OPERATING
                  ACTIVITIESNet
                  loss for the year
              
              $
              (997,616
              )
              $
              (425,555
              )Add/(deduct)
                  non-cash itemsAmortization
              
              
              3,000
              
              
              12,352Interest
                  accrued
              
              
              27,965
              
              
              -Forgiveness
                  of debt
              
              
              (66,036
              )
              
              -Legal,
                  management and consulting fees paid with shares
              
              
              596,714
              
              
              -Loss
                  from discontinued operations
              
              
              -
              
              
              176,422(435,973
              )
              
              (236,781
              )Changes
                  in non-cash working capital itemsAccounts
                  receivable
              
              
              (5,000
              )
              
              -Prepaid
                  expenses and deposits
              
              
              (150
              )
              
              (1,250
              )Accounts
                  payable
              
              
              191,736
              
              
              37,028Accrued
                  liabilities
              
              
              50,000
              
              
              -Cash
                  provided/(used) by operating activities
              
              
              (199,387
              )
              
              (201,003
              )FINANCING
                  ACTIVITIESBank
                  overdraft
              
              
              (313
              )
              
              313Convertible
                  notes payable
              
              
              -
              
              
              21,092Loans
                  advanced
              
              
              176,168
              
              
              78,353Advances
                  from shareholders
              
              
              -
              
              
              101,245Shares
                  issued for cash
              
              
              50,000
              
              
              -Cash
                  provided/(used) by financing activities
              
              
              225,855
              
              
              201,003INVESTING
                  ACTIVITYOil
                  and gas property
              
              
              (23,271
              )
              
              -CASH
                  INCREASE
              
              
              3,197
              
              
              -CASH,
                  BEGINNING OF YEAR
              
              
              -
              
              
              -CASH,
                  END OF YEAR
              
              $
              3,197
              
              $
              -SUPPLEMENTAL
                  DISCLOSURE:Interest
                  paid
              
              $
              -
              
              $
              29,729Income
                  taxes paid
              
              $
              -
              
              $
              -NON-CASH
                  ACTIVITIES:Issued
                  stock for reduction in debt
              
              $
              -
              
              $
              75,000Issued
                  stock for assets acquired
              
              $
              -
              
              $
              200,000Conversion
                  of note payable
              
              $
              10,000
              
              $
              -Advances
                  from shareholders converted to loans payable
              
              $
              342,336
              
              $
              -The
                  accompanying notes are an integral part of these financial
                  statements.
 Page
            F -
            7




**QUEST
        OIL CORPORATION**
 **(FORMERLY
        GAMESTATE ENTERTAINMENT, INC.)**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE YEAR ENDED MARCH 31, 2005**
 
 
 
 
 
 1.
              ORGANIZATION
                  AND DESCRIPTION OF THE BUSINESS
 
 Quest
        Oil
        Corporation (“QOIL” or the “Company”) is in the business of acquiring and
        participating in
        development stage oil and gas properties around the globe. The Company was
        incorporated on January 19, 1999 under the laws of the State of Nevada, and
        its
        principal executive offices are presently headquartered in Arlington,
        Texas.
 
 These
                  consolidated financial statements include all activity of the Company
                  and
                  itswholly
                  owned Canadian subsidiary, Quest Canada Corporation. The subsidiary
                  was
                  created for the purpose of holding Alberta oil and gas property
                  acquisitions.
 
 As
        a
        result of the change in business, cumulative from inception figures have
        not
        been presented as management does not consider that these figures would provide
        meaningful information.
  The
        Company has elected a fiscal year-end of March 31.
 
 2.  GOING
        CONCERN
 
 The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As shown in the accompanying
        consolidated financial statements, the Company incurred a net loss of $997,616
        for the year ended March 31, 2005, and has negative working capital. These
        consolidated financial statements do not include any adjustments relating
        to the
        recoverability and classification of recorded assets, or the amounts and
        classification of liabilities that might be necessary in the event the Company
        cannot continue in existence.
 
 3.  SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES
 
 Significant
        accounting policies which affect the Company are summarized below:
 
 (i)  Accounting
        Method
 
 The
        Company’s consolidated financial statements are prepared using the accrual
        method of accounting.
 
  Page
            F -
            8
  
 **QUEST
        OIL CORPORATION**
 **(FORMERLY
        GAMESTATE ENTERTAINMENT, INC.)**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE YEAR ENDED MARCH 31, 2005**
 
 
 3 .  SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 (ii)  Oil
        and
        Gas Activities
 
 The
        Company follows the full cost method of accounting for its oil and gas
        activities; accordingly, all costs associated with the acquisition, exploration,
        and development of oil and gas properties are capitalized within the appropriate
        cost center. Any internal costs that are capitalized are limited to those
        costs
        that can be directly identified with acquisition, exploration, and development
        activities undertaken by the Company for its own account, and do not include
        any
        costs related to production, general corporate overhead, or similar
        activities.
 
 All
        capitalized costs within a cost center are depleted on the units-of-production
        method based on estimated proved reserves attributable to the oil and gas
        properties owned by the Company.
 
 For
        each
        cost center, capitalized costs less accumulated depletion and related deferred
        income taxes, may not exceed the cost center ceiling. The cost center ceiling
        is
        equal to the sum of: (a) the present value of estimated future net revenues
        from
        proved oil and gas reserves, less estimated future expenditures to be incurred
        in developing the proved reserves computed using a 10 percent discount factor;
        (b) the cost of properties not being amortized; (c) the lower of cost or
        fair
        market value of unproven properties included in the costs being amortized;
        and
        (d) income tax effects related to the differences between the book and tax
        basis
        of the properties. Any excess is charged to expense during the period in
        which
        the excess occurs.
 
 Sales
        of
        oil and gas properties, whether or not being amortized currently, are accounted
        for as adjustments of capitalized costs, with no gain or loss recognized,
        unless
        such adjustments would significantly alter the relationship between capitalized
        costs and proved reserves of oil and gas attributable to a cost center.
        Abandonments of oil and gas properties are accounted for as adjustments of
        capitalized costs, and are amortized and subject to the cost center ceiling
        limitation.
 
 (iii)  Equipment
 
 Equipment
        is recorded at historical cost. The declining-balance method is used for
        the
        assets at the following annual rates:
 
 Computer
        equipment    30%
 
 (iv)  Loss
        Per
        Share
 
 Basic
        loss per share was computed by dividing the net loss by the weighted average
        number of shares outstanding during the period. The weighted average number
        of
        shares was calculated by taking the number of shares outstanding and weighting
        them by the amount of time that they were outstanding. Diluted loss per share
        is
        the same as basic loss per share, as there are no outstanding common share
        equivalents at March 31, 2005.
 
 (v)  Provision
        for Taxes
 
 Income
        taxes are provided for using the liability method of accounting in accordance
        with Statement of Financial Accounting Standards No. 109, “Accounting for Income
        Taxes”. A deferred tax asset or liability is recorded for all temporary
        differences between financial and tax reporting. Deferred tax expense (benefit)
        results from the net change during the year of deferred tax assets and
        liabilities.
  Page
            F -
            9
  
 **QUEST
        OIL CORPORATION**
 **(FORMERLY
        GAMESTATE ENTERTAINMENT, INC.)**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE YEAR ENDED MARCH 31, 2005**
 
 
 
 3.  SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 (vi)  Use
        of
        Estimates
 
 The
        process of preparing consolidated financial statements requires the use of
        estimates and assumptions regarding certain types of assets, liabilities,
        revenues, and expenses. Such estimates primarily relate to unsettled
        transactions and events as of the date of the consolidated financial statements;
        accordingly, upon settlement, actual results may differ from estimated
        amounts.
 
 (vii)  Cash
        and
        Cash Equivalents
 
 The
        Company considers all highly liquid investments with maturity of three months
        or
        less at the date of acquisition to be cash equivalents.
 
 (viii)  Derivative
        Instruments
 
 At
        March
        31, 2005, the Company had not engaged in any transactions that would be
        considered derivative instruments or hedging activities.
 
 (ix)  Compensated
        Absences
 
 The
        Company has no employees. At such time as the Company hires personnel, its
        employees will be entitled to paid vacation, paid sick days, and personal
        days
        off depending on job classification, length of service, and other factors.
        The
        Company’s policy will be to recognize the cost of compensated absences when
        actually paid to employees.
 
 (x)  Foreign
        Currency Transactions
 
 Monetary
        assets and liabilities are translated at year-end exchange rates; other assets
        and liabilities have been translated at the rates prevailing at the date
        of
        transaction. Revenue and expense items, except for amortization, are translated
        at the average rate of exchange for the year. Amortization is converted using
        rates prevailing at dates of acquisition. Gains and losses from foreign currency
        translation are included in the statement of loss.
 
 All
        figures presented are in US dollars.
 
 (xi)  Financial
        Instruments
 
 All
        significant financial assets, financial liabilities, and equity instruments
        of
        the Company are either recognized or disclosed in these consolidated financial
        statements together with other information relevant for making a reasonable
        assessment of future cash flows, interest rate risk, and credit risk. Where
        practicable, the fair value of financial assets and financial liabilities
        have
        been determined and disclosed; otherwise, only available information pertinent
        to the fair value has been disclosed.
 
 (xii)  Stock
        based compensation
 
 The
        Company has elected to value stock based compensation granted at the fair
        value
        as determined using the Black-Scholes option valuation model.
 
  Page
            F -
            10
  **QUEST
        OIL CORPORATION**
 **(FORMERLY
        GAMESTATE ENTERTAINMENT, INC.)**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE YEAR ENDED MARCH 31, 2005**
 
 
 4.   OIL
        AND
        GAS PROPERTIES
 
 (i)
              On
                  November 22, 2004, the Company entered into a Farm-in Agreement
                  with
                  Premium Petroleum Inc. to acquire an 80% working interest in the
                  Boyne
                  Lake gas prospect, located northeast of Edmonton, Alberta, Canada.
                  Under
                  the agreement, the Company must drill, complete, and tie-in one
                  well at
                  Boyne Lake on or before January 31, 2005 or such later date as
                  mutually
                  agreed by the parties. The Company is also to provide a total of
                  CDN$296,000, or 80% of the costs, to be utilized in the Drill and
                  Abandon
                  drilling phase to earn its 80% working interest. The Company forwarded
                  $19,392 (CDN$25,000) prior to March 31, 2005. The agreement has
                  been
                  terminated and accordingly the non-refundable deposit has been
                  written off
                  to operations.
 
 (ii)
              On
                  February 15, 2005, the Company announced that it completed the
                  acquisition
                  to acquire a 100% working interest in the two-section Acadia North
                  prospect located approximately 160 miles due east of Calgary, Alberta,
                  Canada. Under the terms of the farm-in agreement with Moraine Resources
                  Ltd., the Company must reprocess 8 kilometres of trade seismic
                  line with
                  the option to drill a new well into the proved reservoir sand,
                  and a
                  second well can be drilled on the second section after evaluating
                  the
                  first well. The 100% working interest is earned on the sections
                  when the
                  test wells are drilled. Budget forecasts for drilling, completion,
                  and
                  tie-in on a per well basis is estimated at $500,000. Following
                  the
                  completion of the required leasing, surveying, licensing, and site
                  preparation, the Company plans to commence
                  drilling.
 
 5.  EQUIPMENT
 
 31Mar05
              31Mar04Accumulated
              Net
                  Book
              Net
                  BookCost
              Amortization
              Value
              ValueComputer
                  equipment
              $
                  10,000
              $
                  3,000
              $
                  7,000
              $
                  10,000
 
 6.  CONVERTIBLE
        NOTES PAYABLE
 
 There
        are
        three convertible notes payable at March 31, 2005. The notes are dated June
        1,
        2002 totalling $30,000 with interest at 2% per month compounded semi-annually
        which were due and payable on May 31, 2003. The principal and interest is
        convertible into common shares at a conversion price of $0.01 per share,
        at the
        option of the lender, with the conversion price of $0.01 based on the Company’s
        share structure as of June 1, 2002. Interest of $25,479 has been accrued
        to
        date. The lenders have not demanded payment as at March 31, 2005.
 
 During
                  the year ended March 31, 2005,the
                  holders of two additional convertible promissory notes in the principal
                  amount of $10,000 converted the notes into 40,000 common shares
                  of the
                  Company (see Note 10).
 
 
  Page
            F -
            11
  **QUEST
        OIL CORPORATION**
 **(FORMERLY
        GAMESTATE ENTERTAINMENT, INC.)**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE YEAR ENDED MARCH 31, 2005**
 
 
 7.  LOANS
        PAYABLE
 
 Loans
        payable consist of the following at March 31, 2005:
 
 (i)
              There
                  is a loan payable for $159,789 (March 31, 2004 - $Nil) including
                  interest.
                  The amount is unsecured with interest at 10% per annum. On October
                  18,
                  2004, two loans were assigned from Campbell Capital Advisory, Inc.
                  and
                  Javelin Enterprises which were related businesses under the control
                  of
                  shareholders of the Company to an arms length company; subsequent
                  to the
                  year end this loan was settled by the issuance of 3,225,252 common
                  shares.
 
 (ii)
              There
                  is a loan payable for $300,000 (March 31, 2004 - $Nil). The amount
                  is
                  unsecured and without interest. On October 18, 2004, this loan
                  was
                  assigned from King Capital Corporation, a company under the control
                  of a
                  shareholder, to three arms length companies; subsequent to the
                  year end
                  this loan was settled by the issuance of 6,000,000 common
                  shares.
 
 (iii)
              There
                  is a loan payable for $51,392 (March 31, 2004 - $Nil) including
                  interest.
                  The amount is unsecured with interest at 8% per annum and due on
                  May 24,
                  2005.
 
 8.  LOAN
        PAYABLE
 
 A
        loan
        facility of $100,000 has been provided with $95,590 (March 31, 2004 - $75,796)
        advanced to the Company as of March 31, 2005. The loan is due in three years
        from the date of the first advance being September 11, 2006 with interest
        only
        payable quarterly at 8% per annum, simple interest. Interest of $9,952 has
        been
        accrued at March 31, 2005, to date no interest has been paid on the
        loan.
 
 9.  PREFERRED
        SHARES
 
 The
                  Company is authorized to issue up to 5,000,000 preferred shares
                  with a par
                  value of $0.001 per share. The preferred shares do not carry any
                  pre-emptive or preferential rights to subscribe to any unissued
                  stock or
                  any other securities which the Company may be authorized to issue
                  and does
                  not carry voting rights. No preferred shares were issued as of
                  March 31,
                  2005.
 
 10.  COMMON
        SHARES
 
 The
                  Company is authorized to issue up to 95,000,000 common shares with
                  a par
                  value of $0.001 per share.
 
 The
                  voting rights of the common shares are
                  non-cumulative.
 
 Upon
                  incorporation, 7,310,660 common shares were sold, 7,170,000 at
                  $0.001 per
                  share and 140,660 at $0.50 per
                  share.
 
 During
                  the year ended March 31, 2000, the Company issued 630,000 common
                  shares
                  for cash at $0.50 per share. The Company also issued 100,000 common
                  shares
                  in settlement of outstanding debt at $0.50 per
                  share.
  Page
            F -
            12
   **QUEST
        OIL CORPORATION**
 **(FORMERLY
        GAMESTATE ENTERTAINMENT, INC.)**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE YEAR ENDED MARCH 31, 2005**
 
 10.  COMMON
        SHARES (continued)
 
 During
        the year ended March 31, 2001, the Company issued 55,000 shares at $0.001
        per
        share for a subscription receivable that was subsequently paid.
 
 During
                  the year ended March 31, 2003, the Company issued 25,000,000 sharesat
                  $0.005 per share for a total of $125,000, for a reduction of debt;the
                  Company’s shares were consolidated on the basis of 1 new share for 50 old
                  shares, all references to common stock have been retroactively
                  restated;
                  the Company issued 15,000,000 common shares at $0.005 per share
                  for a
                  total of $75,000 for a reduction of debt to related parties; and
                  the
                  Company issued 800,000 common shares to the sellers of the Netopia
                  Internet Café in exchange for all the assets, goodwill, trademarks, and
                  intellectual property of the
                  business.
 
 On
                  July 16, 2004, the holders of the two convertible promissory notes
                  totalling $10,000 converted the notes and accrued interest into
                  40,000
                  common shares of the Company.
 
 On
                  December 1, 2004, the Company issued 5,000,000 shares to the President
                  and
                  the Chief Financial Officer under their employment agreements,
                  for which
                  $250,000 has been recorded as stock based compensation. Pursuant
                  to these
                  agreements an additional 500,000 shares were to have been issued
                  in
                  February 2005, the cost of $12,500 is included in accrued liabilities
                  at
                  March 31, 2005.
 
 On
                  March 1, 2005, the Company issued 192,300 shares for cash proceeds
                  of
                  $50,000.
 During
                  the year ended March 31, 2005, the Company issued a total of 6,161,540
                  shares to consultants for services totalling $346,714. The Company
                  has
                  committed to the issuance of an additional 150,000 shares to consultants
                  at March 31,2005, the cost of $7,500 is included in accrued liabilities
                  at
                  March 31, 2005.
 
 11.  WARRANTS
        AND OPTIONS
 
 No
                  warrants or options were issued and outstanding at March 31, 2005
                  and
                  2004.
 
 12.  RELATED
        PARTY TRANSACTIONS
 
 During
        the year ended March 31, 2005, the Company entered into the following
        transactions with related parties:
 
 (i)
              Paid
                  or accrued management fees of $180,000 (March 31, 2004 - $90,000)
                  and rent
                  and office expenses of $31,500 (March 31, 2004 - $nil) to companies
                  related to the Chief Executive Officer and the Chief Financial
                  Officer. In
                  addition to the Company issued 3,000,000 and 2,000,000 restricted
                  common
                  shares and 250,000 free trading shares to those companies, and
                  committed
                  to issue an additional 500,000 restricted common shares, $287,500
                  was
                  charged to operations during the
                  year.
 
 (ii)
              At
                  March 31, 2005 $144,742 included in accounts payable was owed to
                  companies
                  controlled by the Chief Executive Officer and Chief Financial
                  Officer.
 
 These
        transactions have been in the normal course of operations and, in management’s
        opinion, undertaken with the same terms and conditions as transactions with
        unrelated parties.
 
 
  Page
            F -
            13
  **QUEST
        OIL CORPORATION**
 **(FORMERLY
        GAMESTATE ENTERTAINMENT, INC.)**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE YEAR ENDED MARCH 31, 2005**
 
 
 13.  FOREIGN
        OPERATIONS
 
 The
                  accompanying balance sheet includes the Company’s assets in Canada.
                  Although Canada is considered politically and economically stable,
                  it is
                  always possible that unanticipated events in foreign countries
                  could
                  disrupt the Company’s operations.
 
 14.  FINANCIAL
        INSTRUMENTS
 
 Currency
        risk is the risk to the Company's earnings that arises from fluctuations
        of
        foreign exchange rates and the degree of volatility of these rates. The Company
        does not use derivative instruments to reduce its exposure to foreign currency
        risk.
 
 At
        March
        31, 2005 the Company had the following financial assets and
        liabilities:
 
 CDN
        Dollars
 Cash         $  1,631
 Accounts
        payable        $  171,321
 
 At
        March
        31, 2005 Canadian dollar amounts were converted at a rate of $0.8267 US dollars
        to $1.00 Canadian dollar.
 
 15.
              SEGMENTED
                  INFORMATION
 
 During
        the year ended March 31, 2005, the Company’s operating activity was performed in
        the United States and Canada, during the year ended March 31, 2004 the Company
        operated solely in Canada. Geographical segments are presented as
        follows:
 
 U.S.
              CANADA
              TOTALRevenue
              $
                  -
              $
                  -
              $
                  -Administrative
                  expenses
              73,250
              1,127,866
              1,201,116Income/(loss)
                  for the period
              (73,250)
              (1,127,866)
              (1,201,116)Identifiable
                  assets
              $
                  -
              $
                  39,868
              $
                  39,868
 
 
 16.
              INCOME
                  TAXES
 
 At
        March
        31, 2005, the Company had cumulative net operating losses of approximately
        $2,400,000 that may be offset against operating income in future years. No
        provision for taxes or tax benefits has been reported in these consolidated
        financial statements as there is not a measurable means of assessing future
        profits or losses.
  Page
            F -
            14
  
 **QUEST
        OIL CORPORATION**
 **(FORMERLY
        GAMESTATE ENTERTAINMENT, INC.)**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE YEAR ENDED MARCH 31, 2005**
 
 17.  DISCONTINUED
        OPERATIONS
 
 During
        fiscal 2004, the Company ceased operations of its internet gaming business,
        at
        the time of disposal there were no assets recorded on the balance sheet related
        to the discontinued operation.
 
 Operating
        results of the internet gaming segment of the business for the year ended
        March
        31, 2004, are shown separately in the following statement.
 
 2004Revenue
              
              
              $
                  1,225Expenses
              
              
              175,197Income/(loss)
                  for the year
              
              
              $
                  (176,422)
 
 18.
              COMMITMENTS
 
 The
        Company has signed compensation agreements with companies related to the Chief Executive Officer and the Chief Financial
        Officer. Under these agreements which are renewable annually on February
        1, the
        Company is obligated to:
 
 i)
              annual
                  fees of $180,000 to be accrued and paid in
                  cash;
 ii)
              issuance
                  of 7,000,000 restricted shares in 6 month intervals, of which 5,000,000
                  have been issued and 500,000 have been
                  accrued;
 iii)
              issuance
                  of 250,000 free trading shares (issued during the year ended March
                  31,
                  2005)
 
 The
        Company has signed consulting agreements with a number of parties. Under
        these
        agreements the Company is obligated to issue 700,000 restricted common shares,
        of which none were issued at March 31, 2005. The consultants had earned 150,000
        shares and the cost these was accrued at March 31, 2005.
 
 19.  SUBSEQUENT
        EVENTS
 
 On
                  April 21, 2005, the Company issued 9,225,252 restricted common
                  shares in
                  consideration of the retirement of more than $461,000 in
                  debt.
 
 On
                  May 23, 2005, the Company closed a $750,000 financing for net proceeds
                  of
                  $647,423, by issuing twelve-month convertible notes with a face
                  value of
                  $787,500, bearing simple interest at 10% annually, payable upon
                  conversion
                  of the notes, quarterly commencing July 1, 2005 and on the maturity
                  date,
                  May 23, 2006. The note holders have the right to convert the principal
                  plus accrued interest into the Company’s common stock at a price equal to
                  the lesser of $0.30 or seventy percent of the average of the three
                  lowest
                  closing bid prices for the 30 days preceding a conversion. The
                  conversion
                  price is subject to adjustment in the event shares are issued for
                  consideration less than the exercise price, or certain other corporate
                  events. The notes can be redeemed by the Company, subject to certain
                  conditions, by payment of 150% of the principal and accrued
                  interest,
  Page
            F -
            15
  
 **QUEST
        OIL CORPORATION**
 **(FORMERLY
        GAMESTATE ENTERTAINMENT, INC.)**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE YEAR ENDED MARCH 31, 2005**
 
 
 19.  SUBSEQUENT
        EVENTS (continued)
 
 The
        investors and the placement agent received four separate series of warrants
        in
        connection with the convertible notes:
  Series
        A
        warrants allow the holders to purchase up to 6,026,630 common shares for
        a
        period of 15 months at a price of $0.25 per share, and in the case of the
        placement agent Series A warrants up to 602,663 common shares for a period
        of
        two years at $0.25.
 
 Series
        B
        warrants allow the holder to purchase up to 6,026,630 common shares for a
        period
        of 60 months at a price of $0.1503 per share, and in the case of the placement
        agent Series B warrants up to 602,663 common shares for a period of two years
        at
        $0.1503.
 
 Series
        C
        warrants allow the holder to purchase up to 6,026,630 common shares for a
        period
        of 60 months at a price of $0.6533 per share, and in the case of the placement
        agent Series B warrants up to 602,663 common shares for a period of two years
        at
        $0.6533.
 
 Placement
        agent warrants allow the holder to purchase up to 602,663 common shares for
        a
        period of 12 months at a price of $0.30 per share.
 
 In
        addition to the convertible notes and warrants, the Company also executed
        a
        guaranty agreement and two security agreements.





Page
          F-16





**Item
      8. Changes In and Disagreements With Accountants on Accounting and Financial
      Disclosure.**





None.





**Item
      8A. Controls and Procedures.**





We
      carried out an evaluation, under the supervision and with the participation
      of
      our Chief Executive Officer and Chief Financial Officer, of the effectiveness
      of
      the design and operation of our disclosure controls and procedures, as defined
      in Exchange Act Rule 13a-14(c) as of the end of the period covered by this
      Annual Report on Form 10-KSB. Based on that evaluation, they concluded that
      our
      disclosure controls and procedures are effective to ensure that information
      required to be disclosed in our Exchange Act reports is recorded, processed,
      summarized and reported within the time periods specified in the Securities
      and
      Exchange Commission’s rules and forms, and that such information is accumulated
      and communicated to them to allow timely decisions regarding required
      disclosure.





There
      has
      been no change in our internal control over financial reporting that occurred
      during our last fiscal quarter that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial reporting.





**Item
      8B. Other Information.**





None.





- -
 Page
          4





**PART
      III**





**Item
                9.**
            **Directors,
                Executive Officers, Promoters And Control Persons; Compliance With
                Section
                16(A) Of The Exchange Act**





**Executive
      Officer and Directors**





As
      of
      June 30 ,
      2005,
      our executive officers and directors, the positions held by them, and their
      ages
      are as follows:





**Name**     **Age**   **Position**





Roderick
      Bartlett   48   Director,
      President and Chief Executive Officer





Cameron
      King    43   Director,
      Chief Financial Officer





Dr.
      Jim
      Irwin 46  Director,
      Project Development





William
      Huntington Stinson 53   Chief
      Operating Officer





Joseph
      F.
      Wallen 49   Vice
      President of Operations





Richard
      Johnson 64   Engineering
      Consultant





Darrin
      Hayes   39   Director of Business Development





**Roderick
      Bartlett**


**President,
      C.E.O. and Director**





Mr.
      Bartlett is our President and Chief Executive Officer and one of our Directors.
      Mr. Bartlett began his professional career working in Alberta’s oil patch and
      later, as an entrepreneur, he established Money Mart Cheque Cashing Centers
      in
      Vancouver and Honolulu. Mr. Bartlett owns a private real estate and business
      development company and over the last 5 years has been instrumental in taking
      two companies public, one as the company’s Chief Executive Officer and the other
      as the company’s Vice President of Business Development.





**Cameron
      King, MBA**


**C.F.O.
      & Director**





Mr.
      King
      is our Chief Financial Officer and one of our Directors. Mr. King obtained
      his
      MBA from the University of Michigan and is a graduate of McMaster University,
      located in Hamilton, Ontario. He has over 20 years of senior management
      experience developing expertise in capital markets, sales, marketing and public
      relations. Mr. King has served as member of the Corporate Banking team with
      the
      Bank of Nova Scotia in Toronto, Canada, specializing in Merger and Acquisition
      due diligence. Since 1995, Mr. King has operated a successful Venture Capital
      Company focusing on incubating, structuring and listing companies in sectors
      including; Internet based technology, mining, oil and gas exploration and
      telecommunications.




**Dr.
      Jim Irwin**


**Director
      and Project Development**





Dr.
      Jim
      Irwin is one of our directors and is in charge of Project Development. Dr.
      Irwin
      brings over 25 years of instructional, research and field experience to our
      team. Dr. Irwin obtained his B.Sc. in geology from McGill University, Montreal,
      in 1980 and Ph.D. in geology from the University of California, Berkeley, in
      1986. Between 1986 and 1992 he was a Research Fellow in the Department of
      Physics at Berkeley developing techniques for the study of fluid inclusions
      in
      minerals associated with ore deposits and other geologic settings. From 1992
      to
      1994 Dr. Irwin was a Project Scientist at Scripps Institution of Oceanography
      in
      San Diego. Dr. Irwin has since been active as a consultant and director of
      various companies involved in mineral and resource exploration
      globally.





**William
      Huntington Stinson**


**Chief
      Operating Officer**





Mr.
      Stinson is our Chief Operating Officer. Mr. Stinson has 28 years in the oil
      and
      gas business at both the technical and management levels. He has been a chief
      geophysicist and an exploration manager for major oil companies and spent five
      years with the Reserves and Unitization section of the U.S. Geological Survey.
      Mr. Stinson has worked for ARCO International in a variety of positions and
      served in overseas posts in London, Indonesia, and West Africa.  Mr.
      Stinson’s geological expertise extends throughout the world. He spent several
      months in Washington D.C. as a technical specialist to the House and Senate
      on
      the first major rewrite of the Outer Continental Shelf regulations. 
      Mr.
      Stinson has published several technical papers in journals such as Geophysics,
      the technical publication of the Society of Exploration Geophysicists. 
      His
      paper on the Main Formation at the 1988 Indonesian Petroleum Association annual
      meeting is still considered the definitive work on that formation.





**Joseph
      F. Wallen**


**Vice
      President of Operations**





Mr.
      Wallen is our Vice President of Operations.  Mr. Wallen is a Graduate
      of  the University of Texas at San Antonio Business School and has spent
      the last 26 years performing operations and administrative functions for
      numerous mid-tier oil and gas companies.  Although his main focus has
      been
      in the Texas oil and gas industry, Mr. Wallen has worked in the prolific
      Altamont-Bluebell Field in the Uinta Basin of Utah.  He handled the
      administrative and field operations for Roadrunner Oil Inc, an independent
      operator.  His duties included the monthly government filings, maintaining
      daily communications with field personnel, internal accounting and lease
      operation.  Mr. Wallen is well placed to understand the intricacies
      of oil
      and gas field accounting and operation.





**Richard
      Johnson, P. Eng**


**Engineering
      Consultant**





Mr.
      Johnson serves as our engineering consultant. He is the President of Opus
      Petroleum Ltd., and a professional petroleum engineer with 28
      years of experience in the North American petroleum industry. Mr. Johnson has
      been involved in all phases of the upstream petroleum industry utilizing his
      skills in both geology and engineering. He has extensive experience in the
      management and formation of public and private companies and has sat on the
      Board of Directors of five publicly listed companies. His extensive work
      includes acquisition and divestiture consulting, property evaluation, production
      operations, reservoir engineering and drilling operations.





**Darren
      Hayes**


**Director
      of Business Development**





Mr.
      Hayes
      is our Director of Business Development. Mr. Hayes is a veteran business
      consultant over 15 years of experience. He is the co-founder of Pacific West
      Technologies Inc, a private company specializing in beverage dispensing
      equipment, specific to the draft beer industry. Mr. Hayes was the principle
      inventor of the DFC9500 (the Draft Foam Control Device that stops beer flow
      immediately after a keg empties) and was instrumental in all aspects of design,
      patent and distribution of this system. Mr. Hayes led his team to success with
      worldwide marketing of the DFC9500. In 2002, Mr. Hayes took a seat with
      International Parkside Products Inc. as its business consultant, creating
      product development and sales and marketing strategies for their product lines
      to their international markets.





**Audit
      Committee**





We
      do not
      have an audit committee at this time.





**Code
      of Ethics**





Effective
      May 18, 2005, our board of directors adopted the Quest Oil Corporation Code
      of
      Business Conduct and Ethics. The board of directors believes that our Code
      of
      Business Conduct and Ethics provides standards that are reasonably designed
      to
      deter wrongdoing and to promote the following: (1)
      honest and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional relationships; (2)
      full,
      fair, accurate, timely, and understandable disclosure in reports and documents
      that we file with, or submits to, the Securities and Exchange
      Commission ;
      (3)
      compliance with applicable governmental laws, rules and regulations; the
      prompt internal reporting of violations of the Code of Business Conduct and
      Ethics to an appropriate person or persons; and (4)
      accountability for adherence to the Code of Business Conduct and Ethics. Our
      Code of Business Conduct and Ethics is attached as an exhibit to this annual
      report, and we will provide a copy of our Code of Business Conduct and Ethics
      by
      mail to any person without charge upon written request to us at: 2000 East
      Lamar
      Boulevard, Suite 600, Arlington, Texas 76006.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





Section 16(a)
      of the Securities Exchange Act of 1934, as amended, requires our directors,
      executive officers, and stockholders holding more than 10% of our outstanding
      common stock, to file with the Securities and Exchange Commission initial
      reports of ownership and reports of changes in beneficial ownership of our
      common stock. Executive officers, directors and greater-than-10% stockholders
      are required by SEC regulations to furnish us with copies of all
      Section 16(a) reports they file. To our knowledge, based solely on review
      of the copies of such reports furnished to us for the year ended March 31,
      2005,
      no Section 16(a) reports required to be filed by our executive officers,
      directors and greater-than-10% stockholders were filed on a timely
      basis.





**Item
      10. Executive Compensation**





The
      following table sets forth the cash compensation paid to the Chief Executive
      Officer and to all other executive officers for services rendered during the
      fiscal years ended March 31, 2005 and 2004.





**Annual
                Compensation**
            
            **Long-Term
                Compensation****Common
                Shares****Underlying**
            
            **All****Restricted**
            
            **Options**
            
            **Other****Other
                Annual**
            
            **Stock**
            
            **Granted**
            
            **Compen****Name
                and Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Compensation**
            
            **Awards
                ($)**
            
            **(#
                Shares)**
            
            **-sation**Roderick
                Bartlett (1)
            
            2005
            
            $90,000
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*President,
                Chief*
            
            2004
            
            21,385
            
            -0-
            
            -0-
            
            $150,000(3)
            
            ------
            
            -0-*Executive
                Officer**and
                Director*Cameron
                King (2)
            
            2005
            
            $90,000
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*Chief
                Financial Officer*
            
            2004
            
            64,260
            
            -0-
            
            -0-
            
            $100,000(4)
            
            ------
            
            -0-*And
                Director*Gordon
                McDougall (6)
            
            2005
            
            $-0-
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*Former
                President and*
            
            2004
            
            60,000
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*Chief
                Executive Officer*Gary
                Tipton
            
            2005
            
            $
                -0-
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*Director*
            
            2004
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-Dr.
                Jim Irwin (5)
            
            2005
            
            $
                -0-
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-*Director*
            
            2004
            
            -0-
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-





(1)
            Pursuant
                to the Chairman, President and CEO Compensation Agreement dated February
                1, 2004 by and between the company, Mr. Bartlett and BPYA 966 Holdings,
                Ltd., Mr. Bartlett directed 100% of his compensation earned from
                the
                company to be paid to BPYA 966 Holding, Ltd. Mr. Bartlett is the
                sole
                owner of BPYA 966 Holdings, Ltd.





(2)
            Pursuant
                to the Chief Financial Officer Compensation Agreement dated February
                1,
                2004 by and between the company, Mr. King and King Capital Corporation,
                Mr. King directed 100% of his compensation earned from the company
                to be
                paid to King Capital Corporation. Mr. King is the sole owner of King
                Capital Corporation.





(3)
            Awarded
                3,000,000 shares with a fair market value of $0.05 per
                share.





(4)
            Awarded
                2,000,000 shares with a fair market value of $0.05 per
                share.





(5)
            Mr.
                Irwin was appointed as a director on June 20,
                2005.





(6)
            Mr.
                McDougall directed 100% of his compensation earned from the company
                to be
                paid to Campbell Capital Holdings, Inc. Mr. McDougall is the sole
                owner of
                Campbell Capital Holdings, Inc.





**Option
      Grants and Exercises**





There
      were no option grants or exercises by any of the executive officers named in
      the
      Summary Compensation Table above.





**Employment
      Agreements**





As
      of the
      year ended March 31, 2005, we have entered into management agreements with
      Mr.
      Roderick Bartlett, our President and Chief Executive Officer, and our Chief
      Financial Officer, Mr. Cameron King. Pursuant to their agreements, each
      executive officer is required to devote his entire business time to our affairs,
      subject to certain exceptions. The following chart sets forth the annual fee
      and
      term of each executive officer’s management agreement:





**Name**
            
            **Annual
                Fee**
            
            **Expiration
                of Term**Roderick
                Bartlett
            
            $90,000
            
            February
                1, 2006Cameron
                King
            
            $90,000
            
            February
                1, 2006





Each
      executive officer is also entitled to receive potential discretionary bonuses,
      reimbursement of expenses, vacation, health insurance and other benefits. All
      of
      the employment agreements of these executive officers are subject to automatic
      three month extensions unless either party chooses not to renew.





**Compensation
      of Directors**





All
      directors receive reimbursement for reasonable out-of-pocket expenses in
      attending board of directors meetings and for promoting our business. From
      time
      to time we may engage certain members of the board of directors to perform
      services on our behalf. In such cases, we compensate the members for their
      services at rates no more favorable than could be obtained from unaffiliated
      parties.





**Item
      11. Security Ownership of Certain Beneficial Owners and
      Management.**





The
      following table sets forth certain information regarding the beneficial
      ownership of our common stock as of May 15, 2005 by the following
      persons:





·
            each
                person who is known to be the beneficial owner of more than five
                percent
                (5%) of our issued and outstanding shares of common
                stock;


·
            each
                of our directors and executive officers;
                and


·
            all
                of our directors and executive officers as a group.





**Name
                And Address**
            **Number
                Of Shares****Beneficially
                Owned**
            **Percentage
                Owned**Roderick
                Bartlett (1)
            3,000,000(2)
            .078Cameron
                King (1)
            1,000,000(3)
            .026Dr.
                Jim Irwin (6)
            0
            .000William
                Huntington Stinson (1)
            0
            .000Joseph
                F. Wallen (1)
            0
            .000Richard
                Johnson (1)
            150,000(4)
            .003Darrin
                Hayes (1)
            500,000(5)
            .013All
                directors and officers as a group
            4,650,000
            .120





(1)  The
      address is 2000 East Lamar Boulevard, Suite 600, Arlington Texas,
      76006.


(2)  Held
      in
      the name of BPYA 966 Holdings, LTD.


(3)
            Held
                in the name of King Capital Corp.


(4)
            Mr.
                Johnson is the beneficial owner of 150,000 shares of which 100,000
                shares
                are held in the name of Vega
                Resources.


(5)  Shares
      held by spouse.


(6)  The
      address is 1650-1188 West Georgia Street, Vancouver, BC V6E 4A2


Beneficial
      ownership is determined in accordance with the rules and regulations of the
      SEC.
      The number of shares and the percentage beneficially owned by each individual
      listed above include shares that are subject to options held by that individual
      that are immediately exercisable or exercisable within 60 days from the date
      of
      this report and the number of shares and the percentage beneficially owned
      by
      all officers and directors as a group includes shares subject to options held
      by
      all officers and directors as a group that are immediately exercisable or
      exercisable within 60 days from the date of this report.





**Item
      12. Certain Relationships and Related Transactions.**





**Formation
      of Quest Canada Corp., a Canadian subsidiary.** In
      November, 2004, we formed Quest Canada Corp., our wholly owned subsidiary,
      for
      the purpose of holding our Canadian oil and gas projects. Quest Canada Corp.
      is
      the contracting entity for the Acadia North Project in Alberta.





**Item
      13. Exhibits.**





Exhibit
      No.  Description





3(i).1  Articles
      of Incorporation. (Attached as an exhibit to our General Form For Registration
      of Securities on Form 10-SB filed with the SEC on July 7, 1999 and incorporated
      herein by reference).





3(i).2  Certificate
      of Amendment to the Articles of Incorporation (Attached as an exhibit to our
      Current Report of Form 8-K filed with the SEC on October 29, 2004 and
      incorporated herein by reference).





3(ii)  Bylaws.
      (Attached as an exhibit to our General Form For Registration of Securities
      on
      Form 10-SB filed with the SEC on July 7, 1999 and incorporated herein by
      reference.).





4.1  2004
      Stock Incentive Plan (Attached as an exhibit to our Registration Statement
      on
      Form S-8 filed on August 5, 2004 and incorporated herein by
      reference).





10.1  Participation
      Agreement dated January 28, 2005, by and between Quest Canada Corp. and Vega
      Resources, LTD.





10.2  Chief
      Financial Officer Compensation Agreement dated February 1, 2004, by and between
      the company, Cameron Scott King and King Capital Corporation.





10.3  Chairman,
      President and CEO Compensation Agreement dated February 1, 2004, by and between
      the company, Roderick C. Bartlett and BPYA 966 Holdings, Ltd.





14.1  Code
      of
      Business Conduct and Ethics.





31.1
            Certification
                of Roderick Bartlett pursuant to Rule 13a-14(a).




31.2
            Certification
                of Cameron King pursuant to Rule
                13a-14(a).




32.1  Certification
      of Roderick Bartlett pursuant to 18 U.S.C Section 1350, as adopted pursuant
      to
      Section 906 of the Sarbanes-Oxley Act of 2002.




32.2  Certification
      of Cameron King pursuant to 18 U.S.C Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.




**Item
      14. Principal Accountant Fees and Services.**





**Appointment
      of Auditors**




Our
      Board
      of Directors selected MacKay, LLP, chartered accountants, as our auditors for
      the year ended March 31, 2005.





**Audit
      Fees**





MacKay,
      LLP, billed us CDN$7,500 in fees for our annual audit for the year ended March
      31, 2005, and CDN$4,200 in fees for the review of our quarterly financial
      statements for that year.





MacKay,
      LLP, billed us CDN$5,000 in fees for our annual audit for the year ended March
      31, 2004, and CDN$1,000 in fees for the review of our quarterly financial
      statements for that year.





**Audit-Related
      Fees**




We
      did
      not pay any fees to MacKay, LLP for assurance and related services that are
      not
      reported under Audit Fees above, during our fiscal years ending March 31, 2005
      and March 31, 2004.





**Tax
      and All Other Fees**




We
      did
      not pay any fees to MacKay, LLP for tax compliance, tax advice, tax planning
      or
      other work during our fiscal years ending March 31, 2005 and March 31,
      2004.





**Pre-Approval
      Policies and Procedures**





We
      have
      implemented pre-approval policies and procedures related to the provision of
      audit and non-audit services. Under these procedures, our board of directors
      pre-approves all services to be provided by MacKay, LLP the estimated fees
      related to these services.





With
      respect to the audit of our financial statements as of March 31, 2005, and
      for
      the year then ended, none of the hours expended on MacKay LLP’s engagement to
      audit those financial statements were attributed to work by persons other than
      MacKay LLP’s full-time, permanent employees.





- -
 Page
          5








**Signatures**





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





**QUEST
      OIL CORPORATION**








By :
      /s/
      Roderick Bartlett


Roderick
      Bartlett


Chief
      Executive Officer





Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, this
      report has been signed below by the following persons on behalf of the
      registrant and in the capacities indicated.





Signatures    Title       Date








/s/
      Roderick Bartlett   President,
      Chief Executive Officer, Director  June
      30,
      2005


Roderick
      Bartlett








/s/
      Cameron King    Chief
      Financial Officer,
      Director  June
      30,
      2005


Cameron
      King