U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               FORM 10-KSB/A No. 1
(Mark One)

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE FISCAL YEAR ENDED APRIL 30, 2005.

[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD OF _________ TO _________.

Commission File Number: 0-27659


                          CANWEST PETROLEUM CORPORATION
                 (Name of small business issuer in its charter)


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


               206-475 Howe Street, Vancouver, B.C. CANADA V6C-2B3
               ---------------------------------------------------
                    (Address of principal executive offices)

         Issuer's telephone number: (604) 685-8355
         Securities registered under Section 12(b) of the Act:  None

              Securities registered under Section 12(g) of the Act:

                          Common Stock, $.001 Par Value
                          -----------------------------
                                (Title of Class)

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

Check here if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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.

         Yes [X]
Issuer's revenues for its most recent fiscal year: $0.

As of July 28, 2005, there were 61,801,679 shares of the Registrant's $.001 par
value Common Stock ("Common Stock"), Registrant's only outstanding class of
voting securities, outstanding. The aggregate market value of Common Stock held
by non-affiliates of the Registrant, computed by reference to the closing bid
price on July 28, 2005, is $25,029,680.

Transitional Small Business Disclosure Format (check one): Yes [_] No [X]
<PAGE>

This document contains technical and geological terms, which are defined in the
Glossary of Terms, which appears at the end of Part I of this Report. All future
payments in Canadian dollars have been converted to United States dollars using
an exchange rate of $1 U.S. = $1.2586 Cdn., which was the April 30, 2005
exchange rate.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's proxy statement expected to be filed within 120
days of the close of the registrant's fiscal year in connection with the
registrant's annual meeting of shareholders are incorporated by reference into
portions of Part III of this Form 10-KSB.

                                     PART I

When we use the terms "CanWest Petroleum Corporation," the "Company," "we,"
"us," "our," or "CWPC," we are referring to CanWest Petroleum Corporation and
its subsidiaries, unless the context otherwise requires. We have included
technical terms important to an understanding of our business under "Glossary of
Common Mining Terms" at the end of this section. Throughout this document we
make statements that are classified as "forward-looking." Please refer to the
"Forward-Looking Statements" section of this document for an explanation of
these types of assertions.

Item 1.  BUSINESS

Business.

Background

We are a Colorado corporation formed on April 3, 1998 as Uranium Power
Corporation and on November 2, 2004 we changed our name to CanWest Petroleum
Corporation. On April 30, 2002 we acquired our wholly-owned subsidiary,
Anhydride Petroleum (USA) Inc. ("Anhydride USA"), and Anhydride USA's
wholly-owned subsidiary, Anhydride Petroleum (Canada) Inc. ("API Canada"). On
September 24, 2004, we acquired all of the issued and outstanding shares of
808099 Alberta Ltd., which was previously inactive, and on November 3, 2004
changed its name to Oilsands Quest Inc. ("OQI"). As of April 30, 2005 we held a
64.89% interest in OQI. On April 21, 2005 we acquired a 97.53% interest in
Western Petrochemcials Corp. ("WPC") through the issuance of 10,728,124 common
shares.

Our primary business activity had been in the exploration for uranium and
petroleum in Canada, however, during the year ended April 30, 2003 we wrote off
our investments in the resource properties that we were then holding, as we had
no further plans to develop them. We then began to actively seek new business
opportunities in the oil and gas sectors and our business plan is now focused on
the Pasquia Hills Oil Shale prospect and the Firebag East Oilsands prospect. In
conjunction with our Pasquia Hills Oil Shale prospect and the Firebag East
Oilsands prospect we are also continuing to evaluate certain technologies
involving the separation of hydrocarbons from oil sand and oil shale. The
Company has an interest in Energy 51 Inc. ("Energy 51"), a conventional oil and
gas company, and is currently participating in two of its oil and gas projects.
Finally, the Company continues to maintain a small interest in some uranium
property through its interest in Uranium Holdings Corporation.


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<PAGE>

Pasquia Hills Prospect, Oil Shale Exploration

In October 2003, we entered into a preliminary agreement with WPC. The
agreement, which was subject to many contingencies, granted the Company the
right to acquire a 60% joint venture interest from WPC in the Pasquia Hills Oil
Shale Project, covering approximately 700,000 acres located in the Pasquia Hills
area of Saskatchewan. Pursuant to the agreement, we made a payment of $26,090 to
WPC on October 3, 2003 and which resulted in our business plan now involving the
exploration for and mining of oil shale in Pasquia Hills, Saskatchewan and the
refining of certain petrochemical feedstocks derived from oil shale.

In December 2003, we reached a second preliminary agreement with WPC and its
major shareholders to acquire all of the issued and outstanding shares of WPC,
which was entered into on January 28, 2004. WPC and its major shareholders
agreed that we would acquire all of the issued and outstanding shares of WPC for
the equivalent of up to 900,000 Series A Shares, which were to be convertible
into 9,000,000 common shares, and 2,000,000 common shares of the Company with
certain registration rights. WPC's major shareholders committed their shares of
WPC in the transaction in January 2004, although we did not close the
transaction until April 2005.

On April 23, 2004 we acquired from Powermax Energy Inc. ("Powermax") all of its
rights and obligations under a March 1, 2003 Farmout and Joint Venture Agreement
between WPC and Powermax for 92,600 common shares with a cost of $36,114 and
$29,923 cash. This Farmout and Joint Venture Agreement pertained to certain of
WPC's western lands.

On April 21, 2005 the Company issued 10,728,124 common shares (in lieu of Series
A and common shares, as previously described) to the major shareholders of WPC
and acquired a 97.53% interest in WPC. At the time the shares were issued WPC's
liabilities exceeded its assets by $926,200 and this along with $2,209,219 for
the common shares issued has been recorded as Pasquia Hills property acquisition
costs. As at April 30, 2005 the Company through its interest in WPC controls the
Pasquia Hills Oil Shale prospect.

Overview of Petrochemical Industry

The term petrochemical refers to "a chemical that is produced from petroleum or
gas products, but which is not used for fuel purposes"(Hanson, 1958). Within
this broad category, there are further distinctions between primary
petrochemicals and higher order derivatives. Primary petrochemicals are products
manufactured directly from some petroleum or natural gas based feedstock. Higher
order derivatives are formed through chemically altering primary petrochemicals,
producing a new product that in turn can be altered again.


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<PAGE>

A chain of chemical processes are involved. For example, derivatives upgraded
from primary petrochemicals would be ethylene oxide, ethylene dichloride, and
polyethylene. Those derivatives would in turn yield ammonium nitrate, which can
then be altered to produce fertilizer or explosives. Additionally, ethylene
glycol can be upgraded to antifreeze or a fiber material. The end result of this
chain is often a raw material that serves in the manufacture of an array of
common retail items like detergents, drugs, cosmetics, and insecticides
(Motamen, 1986).

The process chain begins with feedstock hydrocarbons. Historically, feedstocks
have come from stripping (add-on) or fractionation processes that represent a
small percentage of the entire petroleum or gas stream. Examples of common
feedstocks are methane, ethane, aphtha, gas, oil, and butane which are subject
to world price fluctuations.

The analytical data for the WPC shale oil indicate that it includes an unusually
large percentage of attractive petrochemical feedstock components. This supports
WPC's unique vision of creating a facility that solely produces petrochemical
feedstocks and primary petrochemicals.

Petrochemical Markets

Petrochemicals represent a $162 billion plus industry in North America alone.
The United States utilizes about 3.5% of its total oil and gas production for
petrochemicals (Worldbook Encyclopedia). Extensive markets also exist throughout
South America, Europe, the Middle East, and Asia. At present, there are
countless intra-industry competitors dealing in an array of petrochemicals and
derivative products.

Overall industry profitability has created a significant influx of capital,
increasing global petrochemical production capacities (Chang, 2000). In the year
2000 alone there were four major capacity projects completed:
-- India Petrochemicals Corp. Ltd. commissioned a 300,000-tonnes/year ethylene
plant in February;
-- Borealis AB completed a 150,000 tonnes/year cracker in February;
-- Haldia Petrochemicals Ltd. would bring on-line a 420,000-tonnes/year ethylene
plant in February; and
-- Copesul started a 450,000-tonnes/year ethylene plant in March. (Oil & Gas
Journal, April 2000 p. 57)

This industry is a mature and competitive environment. However, there is a
competitive advantage gained by resource pooling. Petrochemical producers endure
a difficult economic situation, as both their suppliers and customers maintain
significant leveraging/bargaining power and the suppliers to the petrochemical
industry are the producers of petrochemical feedstock. The petrochemical
industry has limited product alternatives.

A niche feedstock producer with stable production costs can establish long term
delivery contracts that mirror the pooling concepts this industry is attempting
to implement. We hope to be this company in the future, offering a stable supply
of petrochemicals independent from world petroleum price volatility.


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<PAGE>

Pasquia Hills Feedstocks
The WPC shale oil fractional composition suggests production of both
petrochemical feedstock and primary petrochemicals. Assuming that the
compositional data for the WPC oil shale is accurate, the expected feedstock
production would be: toluene, styrene, benzene, aphtha, and ethylbenzene. Each
of these petrochemicals and petrochemical feedstock are characterized by unique
properties. These unique properties result in unique market uses.

Benzene is a simple aromatic feedstock with an output in 2000 of 2.4 billion
gallons worldwide (Chemicals: Basic Industry Survey, 2001). It can be combined
with ethane to make ethylbenzene, which, in turn, is rendered to styrene
(plastics). In addition, it is combined with methane to make methylbenzene or
toluene. Benzene is also utilized as raw material in the manufacture of several
additional derivatives including phenolic resins, polycarbonate and epoxy
resins, polyurethanes, nylons, synthetic rubbers, and detergents. Worldwide the
major producers of benzene include Exxon-Mobil, Chevron-Phillips, BP, Equistar
Chemicals, Koch Industries Inc., Shell, and Dow Chemicals.

As a petrochemical feedstock for such a diverse group of derivatives, benzene
will likely offer significant future potential, given population and marketplace
growth. There are other factors that will play a role in the overall demand for
benzene, such as the future price of oil and the current productive capacity in
the industry. Purvin & Gertz (PR Newswire, August 2, 2001) claim that benzene
derivatives will average just over 4% growth per year through 2020. They also
indicate that this growth would be, predominantly, a factor of consumption in
the styrene chain.

Ethylbenzene. Ethylbenzene is a primary petrochemical produced from benzene and
ethane which becomes a raw material in styrene production. In the year 2000,
roughly 13 billion pounds of ethylbenzene were produced worldwide. As a member
of the benzene derivatives family and a raw material of styrene, it also stands
to reason that ethylbenzene will maintain a healthy demand curve for the
foreseeable future (Chemical: Basic Industry Survey, 2001).

Toluene. Toluene, which is also referred to as methylbenzene, is another benzene
family constituent. Toluene is used as a raw material to produce benzoic acid.
Benzoic acid is used as a preservative for foods, beverages, and cosmetics. An
antiseptic known as chloramine-T is also made from toluene. Makers of explosives
use toluene to make TNT. Paint manufacturers use toluene as a lacquer solvent.
Toluene is also used in the manufacture of many dyes and perfumes (Chemical:
Basic Industry Survey, 2001).

Joint Venture with a Canadian Chemical Company

On November 24, 2004, we entered into a joint venture with a Canadian chemical
company to jointly determine the commercial value of the shale oil in the
Pasquia Hills prospect. This agreement is made up of a number of phases and each
party may decide not to proceed at any time by giving notice. Phase one consists
of research at an estimated cost of $50,000, which along with the information
learned, is to be split equally between the parties. Subsequent phases involve
further research and feasibility geared ultimately towards a production contract
where the Canadian chemical company would purchase petrochemical feedstock from
our further processing. To date the Company is still involved in phase one and
as had not reached any conclusions.


                                       5
<PAGE>

Business objectives over the next twelve months

The Company plans to continue to work with its joint venture partner to
determine the commercial value of the oil shale in the Pasquia Hills prospect
and in this regard intends to conduct an exploration program budgeted at
$174,800.

Firebag, East Oil Sands Prospect

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

In November, 2004 the Company entered into another agreement with the
shareholders of Western Canadian Mint Inc. ("WCM") to purchase the remaining 51%
interest through the indirect purchase of 100% of the issued and outstanding
shares of American Oilsands Company Inc. ("AOC'), a private Alberta, Canada,
company, for $1,202,131 ($1,500,000 CDN), 2 million common shares and $0.11 per
barrel in royalties. During the year ended April 30, 2005 the Company had made a
non-refundable payment of $437,962 ($550,000 CND) and issued 2 million common
shares. Included in property costs for the year ended April 30, 2005 is the
$437,962 plus $640,000 related to the issuance of the 2 million common shares.

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

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

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

      -     Raised by way of a private placement $166,852 ($210,000 CND) through
            the sale of 420,000 common shares;


                                       6
<PAGE>

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

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

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

OQI issued 300,000 options to acquire that same number of shares at $0.40 ($0.50
CND) until November 12, 2009, subject to a vesting period of one year.

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

OQI reached agreement with its President and Chief Financial Officer whereby,
subject to certain conditions, they each have agreed to provide their services
to OQI in return for $66,741 ($84,000 CND) per year until certain business
targets are met and thereafter at $139,043 ($175,000 CND) per year which
subsequent to April 30, 2005 have been met. These agreements also contain
termination clauses whereby OQI has agreed to pay the officers, subject to
certain conditions, an amount of up to one and one-half times their annual pay
should they be terminated for reasons other than cause.

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

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

Subsequent to April 30,2005 OQI issued 1,524,875 Flow-through Common Shares and
767,628 units under a private placement for gross proceeds of $3,490,464
($4,393,099 CND). Each unit consisted of one common share and warrant entitling
the holder to acquire one common share at $1.59 ($2.00 CND). These warrants
expire as to 717,628 warrants on May 31, 2007 and 50,000 warrants on June 15,
2007. In conjunction with this financing OQI also issued agents warrants whereby
the agent may acquire up to 146,475 common shares and 14,000 common shares both
at $1.39 ($1.75 CND) until May 31, 2008 and June 15, 2008 respectively and
146,475 common shares and 14,000 common shares both at $1.59 ($2.00 CND) until
May 31, 2008 and June 15, 2008 respectively.


                                       7
<PAGE>

Also subsequent to April 30, 2005, the Company agreed to convert the
non-refundable payment of $437,962 ($550,000 CND) that the Company made towards
the purchase of the 51% interest in the property into 297,688 common shares and
a warrant to acquire up to an additional 647,688 common shares at $1.59 ($2.00
CND) until June 13, 2007.

On May 3, 2005 OQI completed the purchase of the remaining 51% interest in the
property by paying $357,540 ($450,000 CND) to the shareholders of WCM. AOC was
then wound up into its parent company WCM and WCM wound up into its parent
company OQI so that as at May 12, 2005 OQI has a direct 100% interest in
Saskatchewan oil shale exploration permits nos. PS00205, PS00206, PS00207,
PS00208, PS00209, PS00210, PS00211, PS00212, PS00213, PS00214, PS00215, PS00216,
PS00217, PS0018, PS00219, PS00220 and PS00221 granted on June 9, 2004 under the
provisions of the Oil Shale Regulations (collectively the "Exploration
Permits"), subject to the above noted royalties.

The Company now holds 7,297,688 common shares, representing 54.55% of the issued
and outstanding shares of OQI and 50.04% on a fully diluted basis. Pursuant to
the Company's right of first offer on future financings it intends, subject to
financing and exploration results, to maintain and or increase its interest in
OQI.

OQI has only recently commenced operations and its only business to date has
been related to the acquisition of the exploration permits and securing related
financing for an anticipated exploration program.

Exploration Permits

The Exploration Permits provide for the right to explore and develop oil sands
deposits in the Province of Saskatchewan and, in total, comprise an area of
approximately 850,000 acres of land. These lands are situated entirely in the
Province of Saskatchewan and encompass the northeastern edge of the Athabasca
Oil Sands Deposit, adjacent to the Alberta provincial border. The Exploration
Permits provide for the right to license, explore and work the lands for a
maximum of 5 years or until a lease has been granted for their development. In
accordance with the terms of the application for the exploration permits, the
OQI will have to relinquish 40% of the total acreage covered by the exploration
permits by the June 9, 2006. The conversion of the Exploration Permits to lease
is subject to certain levels of expenditure on the applicable lands, pursuant to
the Province of Saskatchewan Oil Shale Regulations (the "Oil Shale
Regulations"). Although subject to the Oil Shale Regulations, oil sands are
specifically defined therein. The required exploration expenditures to hold the
permits for the current year are 2(cent) per acre (increasing to 4(cent)/acre in
the second year).


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<PAGE>

Government Regulation

      Our business is subject to various federal, provincial and local laws and
governmental regulations that may be changed from time to time in response to
economic or political conditions. Matters subject to regulation include
discharge permits for drilling operations, drilling bonds, reports concerning
operations, the spacing of wells, pooling of properties, taxation and
environmental protection. From time to time, regulatory agencies have imposed
price controls and limitations on production by restricting the rate of flow of
oil and gas wells below actual production capacity in order to conserve supplies
of oil and gas.

      The Company's operations could result in liability for personal injuries,
property damage, oil spills, discharge of hazardous materials, remediation and
clean-up costs and other environmental damages. We could be liable for
environmental damages caused by previous property owners. As a result,
substantial liabilities to third parties or governmental entities may be
incurred, and the payment of such liabilities could have a material adverse
effect on our financial condition and results of operations. At such time as we
commence operations we shall obtain and maintain insurance coverage for our
operations, including limited coverage for sudden environmental damages, but we
do not believe that insurance coverage for environmental damage that occurs over
time is available at a reasonable cost. Moreover, we do not believe that
insurance coverage for the full potential liability that could be caused by
sudden environmental damages is available at a reasonable cost. Accordingly, we
may be subject to liability or may lose substantial portions of our properties
in the event of certain environmental damages. The Company could incur
substantial costs to comply with environmental laws and regulations.

      Energy Regulations. With respect to federal energy regulation, the
transportation and sale for resale of natural gas in inter-provincial commerce
have historically been regulated pursuant to several laws enacted by Federal and
Provincial regulations. In the past the federal government has regulated the
prices at which gas and/or oil could be sold.

      Should we establish the existence of natural gas on our properties, our
sales of natural gas are affected by the availability, terms and cost of
transportation. The price and terms of access to pipeline transportation are
subject to extensive federal and provincial regulation.

      Should we establish the existence of oil reserves on our properties, our
sales of crude oil, condensate and natural gas liquids would be made at market
prices. However, in a number of instances the ability to transport and sell such
products are dependent on pipelines whose rates, terms and conditions of service
are subject to Federal and Provincial jurisdiction which could result in an
increase in the cost of transportation service on certain petroleum product
pipelines. We do not believe that these regulations affect us any differently
than other producers of these products.

      Certain operations we intend to conduct are on Provincial oil and gas
licenses that are administered by the Alberta Government through Alberta
Department of Energy ("ADE"). ADE issues such licenses through competitive
bidding. These licenses contain relatively standardized terms and require
compliance with detailed rules and regulations and lessees must obtain ADE
approval for exploration plans and development and production plans prior to the
commencement of such operations. In addition to permits required from other
agencies, lessees must obtain a permit prior to the commencement of drilling.
Lessees must also comply with detailed regulations governing, among other
things:


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--------------------------------------------------------------------------------

      o     safety procedures;

      o     flaring of production;

      o     plugging and abandonment of wells;

      o     calculation of royalty payments and the valuation of production for
            this purpose; and

      o     removal of facilities.

      The Province of Alberta in which we conduct our oil and gas drilling and
production activities regulate such activities by requiring, among other things,
drilling permits and bonds and reports concerning operations. The laws also
govern a number of environmental and conservation matters, including the
handling and disposing of waste material, plugging and abandonment of wells,
restoration requirements, unitization and pooling of natural gas and oil
properties and establishment of maximum rates of production from natural gas and
oil wells. The Alberta Government also prorates production to the market demand
for oil and natural gas.

      Environmental Regulations. Our operations are subject to numerous laws and
regulations governing the discharge of materials into the environment or
otherwise relating to environmental protection. These laws and regulations may
require the acquisition of a permit before drilling commences, restrict the
types, quantities and concentration of various substances that can be released
into the environment in connection with drilling and production activities,
limit or prohibit drilling activities on certain lands lying within wilderness,
wetlands and other protected areas, and impose substantial liabilities for
pollution resulting from our operations.

      Public interest in the protection of the environment has increased
dramatically in recent years. Onshore and offshore drilling in some areas has
been opposed by environmental groups and, in some areas, has been restricted. We
believe that we are in substantial compliance with current applicable
environmental laws and regulations and that continued compliance with existing
requirements would not have a material adverse impact on us.

      Violation of environmental laws and regulations can lead to the imposition
of administrative, civil or criminal penalties; remedial obligations; and in
some instances injunctive relief. In addition, violations of environmental laws
or the discharge of hazardous materials or oil could result in liability for
personal injuries, property damage, remediation and cleanup costs, and other
environmental damages. As a result, substantial liabilities to third parties or
governmental entities may be incurred, and the payment of such liabilities could
have a material adverse effect on our financial condition and results of
operations.


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<PAGE>

      In order to commence exploration on the Firebag Sask, Oilsands and Pasquia
Hills oil shale prospects, the Company must obtain an exploration permit, which
can involve a lengthy approval process. When the Company approaches the
production stage of developing its properties, the Company will be required to
obtain both Canadian and provincial governmental approval of the tailings
process, mining methods and environmental consequences of the mine production,
which approval process can take up to two years. The environmental impact study
that must be obtained on each property in order to obtain governmental approval
to mine on the properties is a part of the overall operating costs of a mining
company, and will not by itself have an adverse effect on the Company.

Resource Potential Report

OQI engaged Dr. Michael Ranger, PhD, to conduct an assessment of the bitumen
potential based upon historical drilling data on the Exploration Permits. Dr.
Ranger is a leading, independent geological consultant specializing exclusively
in the oil sands industry. The Ranger Report was prepared in October 2004 and in
his study, Dr. Ranger concludes that the bitumen-bearing east-west valley trends
observed in northeast Alberta's Athabasca Oilsands (e.g. Suncor's Firebag
project and others) are assumed to extend onto the Firebag East prospect.
Reports from cores taken from two historical wells drilled on the exploration
permits assayed bitumen content at up to 11 wt% with porosities over 35%. The
Ranger Report recommends that exploration work consisting primarily of core
well, stratigraphic testing should be undertaken, with initial work recommended
on the western half of the exploration permits adjacent to Suncor's Firebag
project area.

The Oil Sands Industry

Oil sands contain bitumen, a tar-like, viscous form of oil, normally having a
density of 8(degree) to 15(degree) API. The oil sands-bearing Fort McMurray
Formation and its associated bitumen can be situated near the surface, or
hundreds of feet below. The recovery of this resource is either by mining or
in-situ recovery methods. Open pit mining is used for surface deposits of up to
250 feet deep. In situ recovery is used for deeper reserves where heat, steam or
another substance is injected enabling the bitumen to flow and allowing it to be
pumped to surface. Following its production, it can be marketed as bitumen blend
(when mixed with adilutent) - sharing many characteristics, including price with
conventional heavy oil, or as synthetic crude oil. Depending on the level of
upgrading, synthetic crude oil will be similar in character and price to
conventional medium to light oil.

The Canadian National Energy Board ("NEB") has determined that Canada has about
315 billion barrels of potentially recoverable bitumen (NEB 2003 Annual Report),
an amount that is approximately equivalent in size to Saudi Arabia's proved
conventional reserves. According to the Canadian Association of Petroleum
Producers ("CAPP"), oil from oil sands now accounts for approximately 50% of
Canada's total oil production. In Canada, the growth in oil sands production
will more than offset the decline in conventional production now taking place.
By 2015, CAPP expects this to account for nearly 75% of Western Canadian oil
production.


                                       11
<PAGE>

OQI Business objectives for the next twelve months

OQI's business objectives for the next twelve months are focused on confirming
oil sands prospectivity on the Exploration Permits through a $3,200,0000
exploration program.

Other Business Activities

Investment in Energy 51 Inc.

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

During the year ended April 30, 2004 Energy 51 had not yet begun operations. Our
purpose for the investment was to diversify our core business, to possibly
receive a stream of future cash flow from oil and gas exploration and to have
the opportunity to review and invest in oil and gas exploration prospects of
merit. As part of this agreement the Company must be offered the right to
participate on all prospects generated by Energy 51 until April 1, 2006. In this
regard, the Company agreed to participate as to 25% working interest in the
Sylvan Lake in return for, after royalties, a 20% net revenue interest. The
Company has also agreed to participate in the Barrhead oil and gas prospect as
to 33% cost for a 25% working interest. Included in exploration costs as at
April 30, 2005 is $53,428 pertaining to the Sylvan Lake exploration and $78,428
relating to Barrhead. To date the results of the exploration on the Sylvan Lake
and Barrhead oil and gas prospects is not known. The Company intends to review
prospects of merit as they come along and to invest in them provided that
financing is available.

Sulfoxy Joint Venture

During April 2005, the Company has entered into a joint venture agreement
whereby it has agreed to fund research and development relating to the
improvement of bitumen recovery from surface mineable oil sands ore and in-situ
recovery of bitumen and heavy oils by oxidation and sulfonation of asphaltens as
to $163,054 ($205,220 CND) to obtain a 60% interest. Upon earning a 60% interest
in the joint venture the Company may elect to purchase an additional 15% joint
venture interest for $1,191,800 ($1,500,000 CND).

To date no payments have been made pursuant to this agreement, however, the
Company is committed to contributing not less than $73,550 ($92,570 CND) on or
before September 1, 2005 for the phase one work plan and $89,504 ($112,650 CND)
on or before February 28, 2006, subject to the Company approving the anticipated
phase two work plan. As such further expenditures on the Sulfoxy Joint Venture
will depend on the outcome of the initial work phases.


                                       12
<PAGE>

Earth Energy License Agreement

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

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

As the present value of this agreement is currently undeterminable, the
previously recorded license costs have been written down by $106,507 and the
license as at April 30, 2005 was recorded as $1. Pursuant to the revised
agreement we are not obligated to any further funding and do not expect to do
so. Should the Earth Energy process prove to be economically feasible this may
become a core business of the Company.

Uranium Property

We were initially formed as a result of management's perception of an upcoming
worldwide shortage of uranium. However, due to a lack of funding for its uranium
properties, we decided during the year ended April 30, 2002 to focus our
attention on our oil and gas prospects. We retained an indirect interest in the
Henday Lake Uranium property through our 20% equity investment in Uranium
Holdings Corporation ("UHC"), however, we do not view this property to be of
substantial merit. We plan to continue to hold our investment in UHC and as such
spent $4,207 (2004 - $59,525) during the year ended April 30, 2005, on Henday
Lake exploration, to maintain our 20% equity interest in UHC. This 20% equity
interest in UHC may be diluted if we are unable or elect not to meet exploration
expenditures on a timely basis.

Business Strategy

Our objective is to pursue existing opportunities in the oil and gas field,
which may include exploration of properties of merit and or development and
marketing of new technologies to the industry. The principal elements of our
strategy are as follows.


                                       13
<PAGE>

o     Pursue Exploration Projects - We intend to continue our efforts at
reviewing oil and gas exploration prospects of merit that have the potential of
significant reserves and production revenue. During the year ended April 30,
2004 we reached an agreement to acquire the Pasquia Hills, oil shale prospect
which was completed during the year ended April 30, 2005. During the year ended
April 30, 2005 the Company acquired a 49% interest in the Firebag East Oil Sands
prospect and completed the purchase of the remaining 51% subsequent to April 30,
2005. The Company also identified two oil and gas projects of merit through its
agreement with Earth Energy and spent a total of $131,856 on their exploration
during the year ended April 30, 2005. During the next twelve month we expect to
conduct and complete exploration programs on both the Pasquia Hills oil shale
prospect and Firebag East Oil Sands prospect of $174,800 and $3,200,0000
respectively.

o     Pursue New Technologies - We intend to continue efforts to pursue and
understand new technologies for the oil and gas industry that have the potential
for wide marketplace acceptance and significant revenues. As part of our efforts
to pursue new technologies, during the year ended April 30, 2004, we entered
into an exclusive license agreement for Canada, Central and South America with
Earth Energy for the use of Earth Energy's proprietary catalytic process. During
the year ended April 30, 2005 have entered into a joint venture with a Canadian
Chemical Company to evaluate the potential of the Pasquia Hills Oil Shale and
have entered into the Sulfoxy Joint Venture.

o     Selective Expenditures - We intend to minimize the risk of our limited
financial resources by wherever possible targeting our expenditures towards
earning interests in projects. This, therefore, limits the risk to us should a
project prove to be uneconomic. In this regard we made an investment in Energy
51, a private oil and gas exploration company and have entered into joint
ventures with industry partners to conduct our research into emerging oil and
gas technologies.

o     Control Operations - We believe that it is important to control
operational decisions as well as the timing of those decisions. Therefore, it is
our intention wherever possible to be the operator of any project that we are
involved in.

Significant Developments

o     On September 24, 2002 we issued a convertible note to October Sun, a
Nevada corporation in the principal amount of $400,000 and on the same date we
issued a convertible note to United Corporate Advisors in the principal amount
of $195,000. The notes become due on September 30, 2003, bear interest at 6% per
annum and may be converted into units at a price per share equal to the lower of
i) $0.25 per share or ii) the market price of one share of our common stock on
the date of conversion. Each unit is to consist of one common share and a
warrant to purchase one common share at a price equal to 133% of the conversion
price for a period of one year following the date of conversion. During the year
ended April 30, 2004, these notes were extended to December 31, 2004 and then
during the year ended April 30, 2005 converted pursuant to which 2,380,000
common shares were issued. In addition, warrants to purchase an additional
2,380,000 common shares at $.34 until September 14, 2005 were also issued.


                                       14
<PAGE>

o     We agreed to settle $336,037 ($416,484 Cdn.) of API Canada debt through
the issuance of 2,776,560 common shares. During the year ended April 30, 2004 we
issued 287,638 common shares pursuant to these agreements and during the year
ended April 30, 2005 we issued another 493,493 common shares.

o     We agreed to acquire the Athabasca property working interests, which were
written off during the year ended April 30, 2003, from a Limited Partnership for
3,220,000 common shares, of which 886,666 common shares were issued during the
year ended April 30, 2005.

o     Certain of API Canada's creditors have threatened to put API Canada into
receivership unless they are paid in full. API Canada does not have the
resources to meet these demands and we have determined that it will not commit
resources to API Canada or defend such action should the creditors take it.

o     On August 12, 2003, the Company became party to an exclusive license
agreement for Canada, Central and South America with Earth Energy Resources Ltd.
("Earth Energy") and West Peak Ventures of Canada Ltd. ("West Peak") for the use
of Earth Energy's proprietary catalytic process. The process includes a
proprietary Catalyst in conjunction with processing equipment to separate
hydrocarbons from sand, shale or oil. Under the terms of the underlying license
agreement with Earth Energy, the Company was to have paid $375,799, subject to
certain conditions, of which it paid $106,508 ($150,000 CDN). The Company was
also to pay a royalty of 5% and had the right to purchase catalyst and
processing equipment from Earth Energy Resources Ltd. for cost plus 25%. In
conjunction with this agreement the Company also had a three-year option, on the
same terms, on a Central and South American license agreement with the exception
that the license fee is a one-time payment of $500,000 US. During the year ended
April 30, 2005 the above noted license agreement was cancelled and replaced with
a new agreement whereby the Company is to receive a 2.5% of gross revenue and
12.5% of net profits from product sold and income earned (the "Royalty") from
products and processes related to certain patented chemical formulations
utilized for applications related to the extraction of oil from surface mines
tar sands, oil shale and soil reclamation (the "Catalyst") in Canada. The
Company may also elect to receive a similar Royalty from Central and South
America, subject to a payment of $500,000 that may be paid by way of offset and
forfeiture of the first $500,000 in Royalties. Earth Energy has the right to
name four entities and their affiliates upon which the Company will only receive
50% of the Royalty. The Company also has the right purchase the Catalyst, at
cost, and equipment from Earth Energy, at cost plus 25%, on any properties that
the Company has a greater than 15% interest. As the present value of this
agreement is currently undeterminable, the previously recorded license costs
have been written down by $106,507 and the license is now recorded as $1.


                                       15
<PAGE>

o     In October 2003, we entered into a preliminary agreement with WPC. The
agreement, which subject to many contingencies, granted the Company the right to
acquire a 60% joint venture interest from WPC in the Pasquia Hills Oil Shale
Project, covering approximately 700,000 acres located in the Pasquia Hills area
of Saskatchewan. Pursuant to the agreement, we made a payment of $26,090 to WPC
on October 3, 2003 and which resulted in our business plan now involving the
exploration for and mining of oil shale in Pasquia Hills, Saskatchewan and the
refining of certain petrochemical feedstocks derived from oil shale. In December
2003, we reached a second preliminary agreement with WPC and its major
shareholders to acquire all of the issued and outstanding shares of WPC, which
was entered into on January 28, 2004. WPC and its major shareholders agreed that
we would acquire all of the issued and outstanding shares of WPC for the
equivalent of up to 900,000 Series A Shares, which were to be convertible into
9,000,000 common shares, and 2,000,000 common shares of the Company with certain
registration rights. On April 23, 2004 we acquired from Powermax Energy Inc.
("Powermax") all of its rights and obligations under a March 1, 2003 Farmout and
Joint Venture Agreement between WPC and Powermax for 92,600 common shares and
$29,923 cash. This Farmout and Joint Venture Agreement pertained to certain of
WPC's western lands. On April 21, 2005 the Company issued 10,728,124 common
shares (in lieu of 900,000 Series A Shares plus 9,000,000 common shares
previously agreed upon) to the major shareholders of WPC and acquired a 97.53%
interest in it. At the time the shares were issued WPC's liabilities exceeded
its assets by $926,200 and this along with $2,209,219 for the common shares
issued has been recorded as Pasquia Hills property acquisition costs.

o     On April 7, 2004, the Company entered into an equity participation and
farmout agreement with Energy 51 pursuant to this agreement the Company
purchased 750,000 common shares of Energy 51 of its issued and outstanding share
capital for $152,800. Energy 51 is a privately held Alberta company engaged in
the exploration and development of oil and gas primarily in Alberta. The
agreement granted the Company the right to purchase a further 750,000 common
shares for $157,491 to bring its interest in Energy 51 to 25% which the Company
exercised during year ended April 30, 2005. Subsequent to April 30, 2005, Energy
51 completed a share financing in which it raised $14,182,425 ($17,850,000 CND)
and the Company's interest in Energy 51 was reduced to 2%. As part of this
agreement, the Company must be offered the right to participate on all prospects
generated by Energy 51 until April 1, 2006. In this regard, the Company agreed
to participate as to 25% working interest in the Sylvan Lake in return for,
after royalties, a 20% net revenue interest. The Company has also agreed to
participate in the Barrhead oil and gas prospect as to 33% cost for a 25%
working interest. Included in exploration costs as at April 30, 2005 is $53,428
pertaining to the Sylvan Lake exploration and $78,428 relating to Barrhead. To
date, the results of the exploration on the Sylvan Lake and Barrhead oil and gas
prospects is not known.

o     During the year ended April 30, 2005 the Company spent $4,207 (2004 -
$59,525) on Henday Lake exploration to maintain its 20% equity interest in UHC.

o     During the year ended April 30, 2004, we issued $1,000,000 of 6% secured
convertible debentures and during the year ended April 30, 2005 $1,500,000 of 6%
secured convertible debentures. These debentures, including interest and
penalties, were converted into 11,827,668 common shares during the year ended
April 30, 2005 and no amount remains outstanding.


                                       16
<PAGE>

o     Pursuant to the issuance of $1,000,000 of 6% secured convertible
debentures the Company also issued 2,666,666 warrants. Each warrant entitles its
holder to purchase an additional common share of the Company during the period
January 6, 2004 to January 6, 2005 at $0.35 per share. The holder of the
warrants may elect a cashless exercise of the warrants based on the market value
of the Company's common shares at the time of exercise. During the year ended
April 30, 2005 as an inducement to have the holders exercise the Company agreed
to reduce the exercise price on 2,222,222 of these warrants and they were
exercised for cash. The Company also agreed to re-issue 2,222,2222 warrants at
$0.35 and extend the expiry date on the remaining 444,444 both until November 3,
2005. Of these re-issued and lengthen expiry dated warrants 875,039 were
exercised for cash. As of April 30, 2005, 1,791,627 of these warrants remained
outstanding until November 3, 2005. Subsequent to April 30, 2005 391,700 of the
$0.35 November 3, 2005 expiry date warrants were exercised for cash. Holders of
the November 3, 2005 expiry date warrants also exercised cashless conversion
rights whereby 594,517 warrants were exercised and the Company issued 190,464
common shares.

o     During the year ended April 30, 2005, pursuant to the issuance of
$1,500,000 6% secured Convertible Debentures the Company also issued 5,666,166
warrants. Each warrant entitles its holder to purchase an additional common
share of the Company at $0.35 until September 14, 2006. The holder of the
warrants may elect a cashless exercise of the warrants based on the market value
of the Company's common shares at the time of exercise. During the year ended
April 30, 2005, 604,711 of these warrants were exercised for cash and 5,061,455
remain outstanding. Subsequent to April 30, 2005 115,000 of the $0.35 September
14, 2006 warrants were exercised for cash. Likewise holders of 1,391,703
warrants with September 14, 2006 exercised their cashless conversion rights and
the Company issued 445,854 common shares to them.

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

o     On September 13, 2004, we also entered into three private placements
whereby for the settlement of $476,500 of debt we issued 1,906,000 common shares
and 1,586,508 warrants to purchase that same number of common shares at $0.35
each until September 14, 2006.

o     On November 24, 2004, we entered into a joint venture with a Canadian
chemical company to jointly determine the commercial value of the shale oil in
the Pasquia Hills prospect. This agreement is made up of a number of phases and
each party may decide not to proceed at any time by giving notice. Phase one
consists of research at an estimated cost of $50,000 which along with the
information learned are to be split equally between the parties. Subsequent
phases involve further research and feasibility geared ultimately towards a
production contract where the Canadian chemical company would purchase
petrochemical feedstock from the Company for further processing.

o     During April 2005, the Company has entered into a joint venture agreement
whereby it has agreed to fund research and development relating to the
improvement of bitumen recovery from surface mineable oil sands ore and in-situ
recovery of bitumen and heavy oils by oxidation and sulfonation of asphaltens as
to $163,054 ($205,220 CND) to obtain a 60% interest. Upon earning a 60% interest
in the joint venture the Company may elect to purchase an additional 15% joint
venture interest for $1,191,800 ($1,500,000 CND).


                                       17
<PAGE>

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

o     During June 2005 the Company issued 7% convertible notes for an aggregate
principal amount of $2,000,000. The Company has agreed to make monthly payments
equal to one-twelfth of the initial principal amount of the note plus any other
amounts due, including interest. The monthly payments for the first three months
may be deferred until the fourth month and are payable in either shares, subject
to an effective registration statement, or cash. Should the Company elect to
make the monthly payment in cash then it must pay 130% of the principal plus
100% of any other amounts due, including interest. If the Company elects to have
the monthly payment paid in shares than the note holders may convert at anytime
thereafter into common shares of the Company at the lesser of i) $0.60, ii) 135%
of the average of the five lowest closing bid prices of the Company's common
stock for the ten trading days preceding the effective date of a registration
statement registering the underlying shares and warrants for resale and iii) 70%
of the average of the five lowest closing bid prices of the Company's common
stock for the ten trading days preceding the date of conversion. Should the
Company fail to make a timely election to pay in cash or shares or to actually
make the cash payment then the holders of the notes may determine whether they
want to be paid in cash or shares on the terms noted above. Pursuant to this
offering the Company issued 500,000, warrants to purchase that same number of
common shares at $0.45 until June 9, 2007, 5,000,000 warrants to purchase that
same number of common shares at $0.55 per share until June 9, 2007 and 2,500,000
warrants to purchase that same number of common shares at $1.50 until June 9,
2007. In conjunction with this offering the Company has paid $200,000 in finders
fees and has agreed to pay a finders fee of 10% from any of the 5,000,000
warrants to purchase that same number of common shares at $0.55 per share until
June 9, 2007 that are exercised. The agreement contains certain registration
rights for the underlying shares of common stock and warrants and the Company
will incur a 2% penalty if the registration statement is not filed by July 24,
2005 with a 2% penalty each 30 days thereafter until filed and a 2% penalty if
the registration statement is not effective by December 6, 2005 with a 2%
penalty each 30 days thereafter until effective. To date the Company has not
filed its registration statement.

EMPLOYEES

We have no employees and instead rely on the services of officers and directors,
who are compensated from time to time through the issuance of options, and
consultants on an as needed basis at market rates.


                                       18
<PAGE>

Our subsidiary, OQI reached agreement with Mr. Christopher Hopkins, its
President, and Mr. Karim Hirji, Chief Financial Officer, whereby, subject to
certain conditions, they each have agreed to provide their services to OQI in
return for $66,741 ($84,000 CND) per year until certain business targets are met
and thereafter at $139,043 ($175,000 CND) per year which subsequent to April 30,
2005 have been met. These agreements also contain termination clauses whereby
OQI has agreed to pay them, subject to certain conditions, an amount of up to
one and one-half times their annual pay should they be terminated for reasons
other than cause.

DESCRIPTION OF PROPERTY

During the year we maintained our corporate headquarters at 206-475 Howe Street,
Vancouver, British Columbia, Canada V6C 2B3. The telephone number of the
corporate headquarters is (604) 685-8355. We held this office space under an
oral, month-to-month sublease, for rental payments of $1,500 per month until
February 2004. In February 2004 we entered into a lease with A.G. Seven Holdings
Ltd. to rent the premises for two years at a cost of approximately $2,500 per
month. We have an arrangement with a third party where they use some of the
office space on a month-to-month basis for rental payments of $1,150 per month.
We may sublease additional office space as required for operations.

We currently maintain a mailing address at 206-475 Howe Street, Vancouver,
British Columbia, Canada V6C 2B3. We pay no rent for use of this mailing
address.

Our interest in the Henday Lake uranium property is held indirectly through an
investment in UHC. We have conducted a search and are satisfied as to the title
of the underlying mineral property claims.

In addition, our interests in the Pasquia Hills Prospect, Oil Shale prospect are
held indirectly through WPC and our interests in the Firebag Sask., Tar Sands
prospect are held indirectly by OQI. We have conducted a search and are
satisfied as to the title of the underlying mineral property claims.

Cautionary Statement about Forward-Looking Statements

This Annual Report on Form 10-KSB includes certain statements that may be deemed
to be "forward-looking statements." All statements, other than statements of
historical facts, included in this Form 10-KSB that address activities, events
or developments that CanWest Petroleum Corporation's management expects,
believes or anticipates will or may occur in the future are forward looking
statements. Examples of forward-looking statements may include discussion of
such matters as:

      o     The amount and nature of future capital, development and exploration
            expenditures;


                                       19
<PAGE>

      o     Business strategies and development of new business plan; and

      o     Other similar matters such as those discussed in Management's
            Discussion and Analysis of its Plan of Operations.

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

Risk Factors

Our securities are highly speculative and involve a high degree of risk,
including among other items the risk factors described below. You should
carefully consider the following risk factors and other information in this
10-KSB before deciding to invest in us.

               RISK FACTORS RELATED TO THE BUSINESS OF THE COMPANY

DUE TO OUR HISTORY OF OPERATING LOSSES, WE ARE UNCERTAIN THAT WE WILL BE ABLE TO
CONTINUE AS A GOING CONCERN.

The consolidated financial statements have been prepared assuming that we will
continue as a going concern. During the fiscal years ended April 30, 2005 and
2004 we suffered net losses of $5,109,073 and $1,581,054, respectively. At April
30, 2005 there was stockholders' equity and a working capital deficit of
$3,728,042 and $2,123,251, respectively. At April 30, 2004 there was a
stockholders' deficit and a working capital deficit of $2,026,926 and $2,405,505
respectively The report of the independent registered public accounting firm
issued in conjunction with the consolidated financial statements for the year
ended April 30, 2005 contains an explanatory paragraph indicating that the
foregoing matters raise substantial doubt about our ability to continue as a
going concern.

      There is no assurance that we can generate net income, increase revenues
or successfully expand our operation in the future.

      See "Plan of Operation" for a description of management's plans in regard
to this issue. The financial statements do not include any adjustments relating
to the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should we be unsuccessful
in implementing these plans, or otherwise unable to continue as a going concern.


                                       20
<PAGE>

OUR BUSINESS PLAN IS HIGHLY SPECULATIVE AND ITS SUCCESS DEPENDS, IN PART, ON
UNPROVEN TECHNOLOGY.

Our business plan involves the exploration for oil shale in the Pasquia Hills
area of Saskatchewan. The exploration itself is highly speculative. In addition,
mining for oil shale has historically been a very expensive process. The costs
for drilling, mining and ore extraction must be significantly reduced to make
the amounts of oil shale extracted worth the expenditures. Once extracted, we
are relying on our ability to cost effectively obtain certain by-products
through the retorting process. Our cost-effective retorting process involves the
use of unproven technologies. If the technologies on which we rely cannot
produce the by-products cost effectively, this would adversely affect our plan
of operations.

THE BUSINESS OF MINING IS SUBJECT TO MANY RISKS.

The business of mining is subject to a number of risks and hazards, including
but not limited to:

      -     unanticipated ground and water conditions and adverse claims to
            water rights;

      -     geological problems;

      -     metallurgical and other processing problems;

      -     the occurrence of unusual weather or operating conditions and other
            force majeure events;

      -     lower than expected ore grades;

      -     accidents;

      -     delays in the receipt of or failure to receive necessary government
            permits;

      -     delays in transportation;

      -     labor disputes;

      -     unavailability of materials and equipment; and

      -     the failure of equipment or processes to operate in accordance with
            specifications or expectations.

The risks associated with mining described above could cause personal injury or
death, environmental damage, delays in mining, monetary losses and possible
legal liability. We are not currently engaged in mining operations (because we
are in the exploration phase) and do not presently carry property and liability
insurance. We have in the past carried property and liability insurance when
actively engaged in mining operations which covered certain of these risks and
plan to do so again in the future. However, cost effective insurance contains
exclusions and limitations on coverage and may be unavailable in some
circumstances.


                                       21
<PAGE>

ENVIRONMENTAL AND REGULATORY COMPLIANCE MAY IMPOSE SUBSTANTIAL COSTS ON US.

Our operations are or will be subject to stringent federal, provincial and local
laws and regulations relating to improving or maintaining environmental quality.
Our global operations are also subject to many environmental protection laws.
Environmental laws often require parties to pay for remedial action or to pay
damages regardless of fault. Environmental laws also often impose liability with
respect to divested or terminated operations, even if the operations were
terminated or divested many years ago.

Our mining operations and exploration activities are or will be subject to
extensive laws and regulations governing prospecting, development, production,
exports, taxes, labor standards, occupational health, waste disposal, protection
and remediation of the environment, protection of endangered and protected
species, mine safety, toxic substances and other matters. Mining is also subject
to risks and liabilities associated with pollution of the environment and
disposal of waste products occurring as a result of mineral exploration and
production. Compliance with these laws and regulations will impose substantial
costs on us and will subject us to significant potential liabilities.

Costs associated with environmental liabilities and compliance have increased
over time, and we expect these costs to continue to increase in the future. We
will be required to book reserves for the costs of environmental obligations on
our financial statements for such liabilities as our mining operations proceed.

THE LOSS OF CURRENT MANAGEMENT MAY MAKE IT DIFFICULT FOR US TO OPERATE.

Our prospects for success currently are greatly dependent upon the efforts and
active participation of its management team, including its President and Chief
Executive Officer, Thornton Donaldson, Todd Montgomery, a key employee of WPC
and Keith McCrae, P. Eng., a consultant and manager of its Pasquia Hills Oil
Shale Project, Mr. Christopher Hopkins, OQI's President, and Mr. Karim Hirji,
OQI's Chief Financial Officer. We do not have employment contracts with Mr.
Donaldson or Mr. Montgomery and Mr. McCrae is paid based on time spent on the
project at a rate of $730 ($1,000 CND) per day. The loss of the services of Mr.
Donaldson, Mr. Montgomery, Mr. McCrae, Mr. Hopkins or Mr. Hirji could be
expected to have an adverse effect on us. The Company does not maintain key
person insurance on any of the above named key management.

WE HAVE NUMEROUS OUTSTANDING OPTIONS, WARRANTS AND CONVERTIBLE DEBENTURES AND
COMMITMENTS TO ISSUE SHARES, WHICH MAY ADVERSELY AFFECT THE PRICE OF OUR COMMON
STOCK.


                                       22
<PAGE>

We have reserved 13,047,420 shares for issuance upon exercise of outstanding
options under plans and warrants at prices as low as $0.27 per share. The
Company has also reserved for issuance 17,500,000 shares for issuance upon
conversion of the principal and interest under the June 2005 $2,000,000 7%
convertible notes ("June 2005 Convertible Notes"). The Company has also agreed
to issue 1,995,429 shares to certain creditors of API and 2,333,334 shares to
acquire the Athabasca property working interests from a Limited Partnership. Any
sale into the public market of Shares purchased privately at prices below the
current market price could be expected to have a depressive effect on the market
price of our Common Stock. See "Description of Securities."

FUTURE SALES OF OUR COMMON STOCK MAY CAUSE OUR STOCK PRICE TO DECLINE

      Our stock price may decline by future sales of our shares or the
perception that such sales may occur. If we issue additional shares of common
stock in private financings under an exemption from the registration laws, then
those shares will constitute "restricted shares" as defined in Rule 144 under
the Securities Act. The restricted shares may only be sold if they are
registered under the Securities Act, or sold under Rule 144, or another
exemption from registration under the Securities Act.

Some of our outstanding restricted shares of common stock are either eligible
for sale pursuant to Rule 144 or have been registered under the Securities Act
for resale by the holders. We are unable to estimate the amount, timing, or
nature of future sales of outstanding common stock. Sales of substantial amounts
of our common stock in the public market may cause the stock's market price to
decline. See "Description of Securities."

AS NOTED ABOVE, THE CONVERTIBLE NOTES ISSUED ON JUNE 9, 2005 CONTAINED CERTAIN
REGISTRATION RIGHTS PURSUANT TO WHICH THE COMPANY WAS TO HAVE FILED A
REGISTRATION STATEMENT BY JULY 24, 2005 AND WHICH IT HAS NOT YET DONE. TO DATE,
THE COMPANY HAS NOT RECEIVED NOTICE OF DEFAULT FROM ANY HOLDER. IN THE EVENT
SUCH NOTICE IS RECEIVED, OUR BUSINESS WOULD BE ADVERSELY AFFECTED.

ISSUANCE OF ADDITIONAL SHARES UPON CONVERSION OF NOTES IF MARKET PRICE
DECLINES/DILUTION.

Since the conversion price of the June 2005 Convertible Notes is currently in
excess of the net tangible book value per share of our common stock, such
conversion is not, nor would conversion of the remainder of the Debentures, be
dilutive to existing shareholders. However, in the event that our stock price
falls substantially, resulting in a conversion price of less than our net
tangible book value per share, such conversion would have a dilutive effect to
existing shareholders. We had a negative net tangible book value of $2,356,529
($1,209,785 current assets less $3,566,314 liabilities) or $0.04 (using
58,408,661 outstanding shares on April 30, 2005) per share of our Common Stock
on April 30, 2005. Our net tangible book value per share is determined by
dividing the tangible net worth of the Company (tangible assets less total
liabilities) by the total number of outstanding shares of Common Stock. As the
market price of the shares of Common Stock declines, more shares will be issued
upon conversion since the conversion price is equal to the lesser of i) $0.60,
ii) 135% of the average of the five lowest closing bid prices of the Company's
common stock for the ten trading days preceding the effective date of a
registration statement registering the underlying shares and warrants for resale
and iii) 70% of the average of the five lowest closing bid prices of the
Company's common stock for the ten trading days preceding the date of
conversion.


                                       23
<PAGE>

WE DO NOT EXPECT TO PAY DIVIDENDS.

We have not paid dividends since inception on our common stock, and we do not
contemplate paying dividends in the foreseeable future on our common stock in
order to use all of our earnings, if any, to finance expansion of our business
plans.

LACK OF TRADING MARKET MAY MAKE IT DIFFICULT TO SELL OUR COMMON STOCK.

The only trading in our common stock is conducted on the OTC Bulletin Board. As
a result, an investor may find it more difficult to dispose of, or to obtain
accurate quotations as to the market value of, the common stock. In addition,
our common stock is defined as a "penny stock" by rules adopted by the
Commission. In such event, brokers and dealers effecting transactions in the
common stock with or for the account of a customer must obtain the written
consent of a customer prior to purchasing the common stock, must obtain certain
information from the customer and must provide certain disclosures to such
customer. These requirements may have the effect of reducing the level of
trading in the secondary market, if any, of the common stock and reducing the
liquidity of the common stock.

OUR STOCK PRICE CAN BE EXTREMELY VOLATILE.

Our common stock is traded on the OTC Bulletin Board. Pursuant to Article 6 of
the Rules for the Regulated Unofficial Market and Article 40 of the Rules and
Regulations for the Frankfurt Stock Exchange, the Company's shares are also
listed to trade on the trading floor of the Frankfurt Stock Exchange and on
Xetra, the Deutsche Borse AG electronic trading system under the symbol URP.
There can be no assurance that an active public market will continue for the
common stock, or that the market price for the common stock will not decline
below its current price. Such price may be influenced by many factors,
including, but not limited to, investor perception of us and our industry and
general economic and market conditions. The trading price of the common stock
could be subject to wide fluctuations in response to announcements of our
business developments or our competitors, quarterly variations in operating
results, and other events or factors. In addition, stock markets have
experienced extreme price volatility in recent years. This volatility has had a
substantial effect on the market prices of companies, at times for reasons
unrelated to their operating performance. Such broad market fluctuations may
adversely affect the price of our common stock.


                                       24
<PAGE>

ISSUANCE OF PREFERRED STOCK MAY ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK.

We are authorized to issue 10,000,000 shares of preferred stock which may be
issued in series from time to time with such designations, rights, preferences
and limitations as our board of directors may determine by resolution. The
directors have no current intention to issue any additional preferred stock.
However, the potential exists preferred stock might be issued which would grant
dividend preferences and liquidation preferences over the common stock,
diminishing the value of the common stock.

FLUCTUATIONS IN U.S. AND CANADIAN DOLLAR EXCHANGE RATES MAY HAVE A MATERIAL
ADVERSE IMPACT

Commodity prices and costs related to the Company's activities, if and when
applicable, will generally be based on a U.S. dollar market price. Fluctuations
in the U.S. and Canadian dollar exchange rate may cause a negative impact on
revenue and costs and could have a material adverse impact on the Company.

ACCESS TO MARKETS AND COMPETITION

By the time any of the Company's projects achieve startup, they will have been
preceded by other projects. The Company will compete with other companies and
individuals, some of which have greater financial, human and other resources
than the Company. The Canadian and international natural resource industry is
highly competitive in all aspects, including the distribution and marketing of
petroleum products. As a result, these issues could have a material adverse
effect on these projects and cause delays or abandonment of them entirely.

Glossary of Common Mining Terms

      The terms defined in this section are used throughout this Form 10-KSB.

Diamond Drilling        A variety of rotary drilling in which diamond bits are
                        used as the rock cutting tool. It is a common method of
                        prospecting for mineral deposits especially in
                        development work where core samples are desired.

Working interest        The operating interest that gives the owner the right to
                        drill, produce and conduct operating activities on the
                        property and to share in the production.


                                       25
<PAGE>

Item 2.   PROPERTIES

Pasquia Hills Oil Shale Prospect

The Pasquia Hills Oil Shale prospect ("Pasquia Hills Property") is located in
east-central Saskatchewan, approximately 200 km northeast of Saskatoon. It
consists of 14 contiguous oil shale exploration permits (the "Permits") with a
total area of 417,970 hectares (1,032,803 acres).

The initial term of the Permits expires January 29, 2006. Parts of the permitted
lands can be converted to a production lease, during or at the end of the permit
term. We have reached agreement to purchase from Powermax Energy the right to
shallow gas production on certain areas of the Permits located outside of the
mine development area.

The Pasquia Hills Property is served by Saskatchewan highways 3, 9, 55, and 123
and the Canadian National Railroad and is accessible all year around by road.
Hudson Bay, with a population of approximately 2,000, is 10 km east of the area
of the Pasquia Hills Property identified for mine development and offers full
services including scheduled flights. This small town lies 200 km northeast of
Saskatoon. There is logging in the hills and farming in the valleys within the
permitted area. There are no known land use, environmental, or aboriginal land
issues within the Permits.

The ore is a shale formation known as "White Specks" which has been deposited in
a shallow marine environment and contains kerogen that is often called shale
oil. Kerogen is defined as hydrocarbons bound within insoluble organic matter,
which can be released with heating and steam. This is different than oil from
tar sands where the hydrocarbons are very heavy oil mixed with sand but in a
free form.

Composition of the Pasquia Hills Oil Shale

The composition of the kerogen from the Pasquia Hills is unusually high in
aromatics making it a large untapped potential petrochemical feedstock supply
that may be the richest ore grade oil shale resource known in the world. A set
of preliminary tests were performed on shale oil liquids derived from the
Pasquia Hills Oil Shale samples using various retort conditions. Shale oil
samples were processed at Norwest Labs, Calgary, Alberta using a
laboratory-scale retort apparatus with 80 g ore handling capacity, operating in
the temperature range of 400 C to 500 C. Retort tests were performed as dry
(i.e. no sweeping gas was injected) and wet (i.e. steam was injected to sweep
the hydrocarbons formed in the retort chamber).

Campbell Assay

Since 1997 Apex Engineering Inc. ("AEI") has been working on a retort process
operating under the partial presence of steam. In this process oil shale
particles will be small enough (10 mm) to operate the retort process at a fast
heating rate to reduce diffusion limitations, which could result in a higher
liquid yield and a more desired liquid quality. The retort process suggested by
AEI has the potential to be used by the Pasquia Hills project for the commercial
development of the Saskatchewan oil shale deposits.


                                       26
<PAGE>

Using the laboratory scale test apparatus it was experimentally verified that
the liquid yield was increased from 26.3 L/tonne-ore to 52.5 L/tonne-ore by
modification of the retort chamber.

The following conclusions are arrived at by AEI based on oil shale retort and
liquid characterization tests sponsored by WPC:

      1. oil yields depends on the retort conditions (i.e. a higher oil yield
could be obtained in a suitable retort environment);

      2. shale oil produced from Pasquia Hills oil shale ore could be an
economic petro chemical feedstock;

      3. fluidized bed retort could increase the shale oil yield with a better
liquid characteristics to produce petrochemicals; and

      4. larger shale oil samples has to be produced using the fluidized bed
retort for further liquid characterization tests, which will be completed in the
2004 pre-feasibility study.

WPC is negotiating business terms with AEI to develop the process further as
part of the pre-feasibility study

Reserves

      Geologic Potential

The Pasquia Hills Oil Shale permits have the potential to contain 7.8 billion
barrels oil. WPC has incurred, approximately, $1,525,000 in exploration expenses
to date, including 44 test holes resulting in a mine development area being
selected for open-pit strip mining, which covers approximately 50,000 acres.
Each drill hole has consistent grades averaging 7.13% oil or therefore 34 liters
per tonne. WPC paid Retread Resources Ltd., who are independent professional
consulting geologists and engineers, to prepare a report dated November 2002 on
the mine development property. The following chart reflects proven and probable
oil shale in the mine development area:

        --------------------- ------------------------------ -------------------
                              Fully Risked Barrels           Non Risk Barrels
        --------------------- ------------------------------ -------------------
        Proven                150,000,000                    150,000,000
        (Measured)
        --------------------- ------------------------------ -------------------
        Probable              361,000,000                    451,000,000
        (Indicated)
        --------------------- ------------------------------ -------------------
        Total                 511,000,000                    701,000,000
        --------------------- ------------------------------ -------------------


                                       27
<PAGE>

Given the consistent grades, it is likely, on completing a 75-hole
infield-drilling program that a large percentage of the indicated resources will
become measured or proven. In addition, the ore zone is open ended to the West
and North, which may increase the resource to 7.8 billion barrels oil. The ore
zone is relatively flat lying and gently dipping to the west with an average pay
of 45 meters (148 feet) and an average overburden thickness of 21 meters (69
feet).

Production

Effective April 30, 2005 we do not have any production or production revenue.

Drilling Activity

We are not currently engaged in drilling activity. The property was previously
owned by Sun Oil and later by Burning Rock who worked the area intermittently
during the period 1932 to 1965. Recent geologic studies that are relevant to the
area include Beck (1974) and Macauley (1984, 1986).

Firebag, Sask., Tar Sands Prospect

The Firebag, Saskatchewan prospect that covers approximately 850,000 acres in
northwestern Saskatchewan along the Alberta border being made up of Saskatchewan
oil shale exploration permits nos. PS00205, PS00206, PS00207, PS00208, PS00209,
PS00210, PS00211, PS00212, PS00213, PS00214, PS00215, PS00216 and PS00217
granted on June 9, 2004 under the provisions of the Oil Shale Regulations
(collectively the "Exploration Permits"). The prospective lands host Fort
McMurray and Wabiskaw Palo channel zones containing Athabasca Oil Sands.

Exploration Permits

The Exploration Permits provide for the right to explore and develop oil sands
deposits in the Province of Saskatchewan and, in total, comprise an area of
approximately 850,000 acres of land as of July 25, 2005. These lands are
situated entirely in the Province of Saskatchewan and encompass the northeastern
edge of the Athabasca Oil Sands Deposit, adjacent to the Alberta provincial
border. The Exploration Permits provide for the right to license, explore and
work the lands for a maximum of 5 years or until a lease has been granted for
their development. In accordance with the terms of the application for the
exploration permits, the OQI has relinquished 40% of the total acreage covered
by the exploration permits on the first anniversary date of the exploration
permits, and will relinquish another 40% of the remaining acreage by the second
anniversary date of the exploration permits. The conversion of the Exploration
Permits to lease is subject to certain levels of expenditure on the applicable
lands, pursuant to the Province of Saskatchewan Oil Shale Regulations (the "Oil
Shale Regulations"). Although subject to the Oil Shale Regulations, oil sands
are specifically defined therein. The required exploration expenditures to hold
the permits for the current year are 2(cent) per acre (increasing to
4(cent)/acre in the second year)..


                                       28
<PAGE>

Resource Potential Report

OQI engaged Dr. Michael Ranger, PhD, to conduct an assessment of the bitumen
potential based upon historical drilling data on the Exploration Permits. Dr.
Ranger is a leading, independent geological consultant specializing exclusively
in the oil sands industry. The Ranger Report was prepared in October 2004 and in
his study, Dr. Ranger concludes that the bitumen-bearing east-west valley trends
observed in northeast Alberta's Athabasca Oilsands (e.g. Suncor's Firebag
project and others) are assumed to extend onto the Firebag East prospect. The
Ranger Report recommends that exploration work consisting primarily of core
well, stratigraphic testing should be undertaken, with initial work recommended
on the western half of the exploration permits adjacent to Suncor's Firebag
project area.

Production

Effective April 30, 2005 we do not have any production or production revenue.

Drilling Activity

None.

Uranium Holdings Corporation

The Company no longer owns the Henday Lake Property. Rather, the Company owns a
20% interest in UHC. The following is a description of this mineral property,
which is located in the Athabasca Basin of northern Saskatchewan, Canada.

Henday Lake

The Henday Lake Property is located approximately 500 miles north of Regina,
Saskatchewan and is comprised of three continuous mining claims totaling 9,275
hectares (22,920 acres) in the Henday and Mallen Lake area.

The property is largely undeveloped and there have been no previous mining
operations on the Henday Lake Property. However, various operators, have
explored portions of the property mainly during the 1970's and 1980's, by
prospecting, geophysics and possibly some diamond drilling.

During the year ended April 30, 2005 UHC spent approximately $20,000 (2004 -
$300,000) on geophysics and exploration activities related to the Henday Lake
property of which the Company expended $4,207 (2004 - $59,525) to maintain its
20% interest.


                                       29
<PAGE>

Item 3. Legal Proceedings

We are not a party to any legal proceedings. However, our affiliate API Canada
is subject to the following legal proceedings:

      o     Blackbird Well Services Ltd. claims it is owed approximately
            $182,348 ($250,000 CND) by API Canada. Blackbird filed a formal
            action but the action has been adjourned by agreement until
            September 7, 2004. A Petition For Receiving Order was filed by
            Blackbird on June 9, 2003 in The Court of Queen's Bench of Alberta,
            In Bankruptcy, Judicial District of Calgary as Court No.
            BK01-086312; adjourned by agreement to September 7, 2004; a Consent
            Receiving Order was endorsed July 15, 2003 subsequently adjourned by
            agreement and was scheduled for September 7, 2004.

      o     Wellco Energy Services, Inc. filed a statement of claim against API
            Canada for $36,442 ($49,962CND) on April 2, 2003 and a Certificate
            of Lis Pendens was issued July 17, 2003 in favor of Wellco. All
            filings were made in the Court of Queens Bench of Alberta, Judicial
            District of Calgary. API Canada has not filed a statement of
            defense, and does not intend to do so.

      o     Codeco Consulting (2000) Ltd. and Black Max Downhole Tools Ltd.
            filed a statement of claim against API Canada for $64,501 ($88,431
            CND) on September 19, 2003 and a Certificate of Lis Pendens was
            issued February 3, 2004 in favor of Codeco Consulting (2000) Ltd.
            and Black Max Downhole Tools Ltd. All filings were made in the Court
            of Queens Bench of Alberta, Judicial District of Calgary. API Canada
            has not filed a statement of defense, and does not intend to do so.

Anhydride Canada does not have the resources to meet these demands and the
Company has determined that it will not commit resources to Anhydride Canada or
defend any actions taken by Anhydride Canada's creditors.

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

None.

                                     PART II

Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters

Market Information

The Company's Common Stock is traded on the NASD Over-the-Counter Bulletin Board
under the symbol CWPC. The following table sets forth the high and low closing
prices of the Company's Common Stock during the periods indicated as reported by
the Internet source Yahoo Finance (http://finance.yahoo.com). The quotations
below reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may represent actual transactions.


                                       30
<PAGE>

                            Fiscal Quarter         High Bid Price  Low Bid Price

Fiscal Year End    4th Quarter (2/1/05 - 4/30/05)     $   0.51       $   0.30
April 30,          3rd Quarter (11/1/04- 1/31/05)         0.38           0.26
2005               2nd Quarter (8/1/04 - 10/31/04)        0.53           0.32
                   1st Quarter (5/1/04 - 7/31/04)         0.68           0.33

Fiscal Year End    4th Quarter (2/1/04 - 4/30/04)     $   0.54       $   0.30
April 30,          3rd Quarter (11/1/03 - 1/31/04)        0.56           0.18
2004               2nd Quarter (8/1/03 - 10/31/03)        0.27           0.04
                   1st Quarter (5/1/03 - 7/31/03)         0.13           0.05

Fiscal Year End    4th Quarter (2/1/03 - 4/30/03)     $   0.37       $   0.09
April 30,          3rd Quarter (11/1/02 - 1/31/03)        0.38           0.12
2003               2nd Quarter (8/1/02 - 10/31/02)        0.35           0.11
                   1st Quarter (5/1/02 - 7/31/02)         0.47           0.29

The closing price of the Common Stock as reported on July 26, 2005, was $0.43
per share.

Pursuant to Article 6 of the Rules for the Regulated Unofficial Market and
Article 40 of the Rules and Regulations for the Frankfurt Stock Exchange, the
Company's shares were listed to trade on the trading floor and on Xetra, the
Deutsche Borse AG electronic trading system, as of September 25, 2001 under the
symbol URP.

Holders

As of July 26, 2005, there were 147 holders of the Company's Common Stock, who
collectively held 61,801,679 issued and outstanding shares.

Dividends

The Company did not declare or pay cash or other dividends on its Common Stock
during the last two calendar years. The Company has no plans to pay any
dividends, although it may do so if its financial position changes.

Equity Compensation Plan Information

The following table gives information about the Company's common stock that may
be issued upon the exercise of options under all of the Company's option plans
as of April 30, 2005.


                                       31
<PAGE>

<TABLE>
<CAPTION>
                                                                (c) Number of
                                                                  Securities
                                                                   Remaining
                         (a) Number of                           Available for
                        Securities to be                        Future Issuance
                          Issued Upon        (b) Weighted        Under Equity
                           Exercise        Average Exercise   Compensation Plans   (d) total of
                        of Outstanding         Price of           (Excluding        Securities
                            Options,         Outstanding          Securities        Reflected in
                         Warrants and     Options, Warrants       Reflected in         Columns
       Plan Category        Rights            and Rights          Column (a)        (a) and (c)
---------------------   ----------------  -----------------   ------------------   -------------
<S>                     <C>               <C>                 <C>                  <C>
Equity Compensation
Plans
Approved by
Shareholders                           0             $  N/A                    0               0

Equity Compensation
Plans
Not Approved by
Shareholders                   1,175,000             $ 0.27            1,630,000       2,805,000
                        ----------------  -----------------   ------------------   -------------

TOTAL                          1,175,000             $ 0.27            1,630,000       2,805,000
                        ================  =================   ==================   =============
</TABLE>

Recent Sales of Unregistered Securities.

Following are descriptions of all unregistered equity securities of the Company
sold during the last fiscal year, excluding transactions that were previously
reported on Form 10-QSB or Form 8-K during the period.

On March 22, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of an equal number of warrants at $0.35:

                                  Warrant     Number of
                                  Expiry      Shares
         Platinum Partners        Nov   3/05    333,334
         Platinum Partners        Sept 14/06     16,666
         Viscount Investments     Sept 14/06    350,000

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

On March 28, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of an equal number of warrants at $0.35:

                                  Warrant     Number of
                                  Expiry      Shares
         Platinum Partners        Sept 14/06      4,750
         Viscount Investments     Nov   3/05    266,705
         Viscount Investments     Sept 14/06     33,295


                                       32
<PAGE>

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

On April 4, 2005 the Company issued bonus shares, under its 2005 Stock Option
Plan, for consulting services at a deemed price of $0.48 per share as to 400,000
shares of Common Stock to Tim Brock. The option and shares issued were issued in
reliance on the exemption from registration contained in Section 4(2) of the
Act.

On April 5, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of an equal number of warrants at $0.35:

                                  Warrant     Number of
                                  Expiry      Shares
         Platinum Partners        Sept 14/06    100,000

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

On April 6, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of an equal number of warrants at $0.35:

                                  Warrant     Number of
                                  Expiry      Shares
         Zenny Trading Ltd.       Nov  3/05     100,000

The shares were issued in reliance on the exemption from registration contained
in Section 4(2) of the Act. On April 11, 2005 the Company issued the following
shares of Common Stock pursuant to the exercise of an equal number of warrants
at $0.35:
                                            Warrant  Number of
                                  Expiry Shares
         Platinum Partners          Sept 14/06        100,000
The shares were issued in reliance on the exemption from registration contained
in Section 4(2) of the Act.

On April 20, 2005 the Company issued Bullion Fund Ltd. 2,000,000 shares of
Common Stock pursuant to the agreement to purchase American Oilsands Inc. at a
deemed price of $0.32 per share. The shares were issued in reliance on the
exemption from registration contained in Section (3)(a)(9) of the Act.

On April 21, 2005 the Company issued the following shares of Common Stock
pursuant to a January 2004 agreement to purchase the shares of Western
Petrochemicals Corporation:

                  0696780 BC Ltd                     1,533,826
                  0696772 BC Ltd                     1,532,383
                  101058135 Saskatchewan Ltd.        1,532,383
                  101058020 Saskatchewan Ltd.        1,532,383
                  Northern Lights Petroleum Inc.     1,532,383
                  Petroleum Stategies Inc.           1,532,383
                  Twin Mountain Energy               1,532,383

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


                                       33
<PAGE>

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

                                  Warrant     Number of
                                  Expiry      Shares
         Viscount Investments     Nov   3/05  266,705

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

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

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

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

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

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

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

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

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


                                       34
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       35
<PAGE>

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

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

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

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

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

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

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

Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Plan of Operation. (All amounts are in US dollars unless otherwise indicated.)

We are in the exploration stage and we do not currently have any income from
operating activities. We are currently exploring the possible development of the
Pasquia Hills Oil Shale prospect we acquired in connection of with our purchase
of WPC, the Firebag Sask. Tar Sands prospect through our subsidiary OQI and
exploration work on two oil and gas prospects generated through our Energy 51
agreement. At April 30, 2005, we had a working capital deficit of $1,765,711
(2004 - $2,405,505), minimal other capital resources available to meet
obligations which normally can be expected to be incurred by similar companies
and had a accumulated stockholder's equity of $3,728,042. At April 30, 2004, we
had a stockholder's deficiency of $2,026,926. Management intends to raise
additional capital through share and debt issuances to finance operations and
invest in other business opportunities, however, no assurance can be given that
we will be successful in raising additional capital or that other business
opportunities will be found.

During the year ended April 30, 2004, the primary focus of the Company was on
finding a business plan and/or project of significant merit for the Company and
in dealing with the creditor and other issues related to failure of the
Company's exploration program.


                                       36
<PAGE>

During the year ended April 30, 2005 the primary focus of the Company was on
the exploration of its Pasquia Hills Oil Shale prospect, completing agreements
to purchase the Firebag Sask. Tar Sands prospect and Pasquia Hills Oil Shale
prospect and finding funding for the Company.

Total exploration costs for the year ended April 30, 2005 were $505,098 (2004 -
$99,685) and primarily involved the expenditure of $245,365 (2004 - $40,160) to
do a pre-feasibility study and evaluation, which the Company is still in the
process of on the Pasquia Hills property. The Company also spent $37,004 (2004 -
$0) on exploration work pertaining to its Firebag Sask., Tar Sands prospect.
Pursuant to the agreement the Company has with Energy 51 it agreed to
participate in two oil and gas wells and has incurred exploration expenditures
of $131,856 (2004 - $0) related to their exploration. The Company is still
awaiting the results of the exploration work on both of these oil and gas wells.
Also included in exploration costs was $86,666 (2004 - $0) pursuant to an
agreement to an interest in a property that was written off in prior years and
finally $4,207 (2004 - $59,525) in exploration work to maintain the Company's
20% interest in its uranium property.

To fund the acquisition of the Firebag Sask. Tar Sands prospect, to conduct the
above noted exploration and to provide working capital the Company issued
$1,000,000 of 6% convertible secured debentures and 2,666,666 warrants to
purchase that same number of common shares during the year ended April 30, 2004
and $1,500,000 of 6% convertible secured debentures and 5,666,166 warrants to
purchase that same number of common shares during the year ended April 30, 2005.
Both of these convertible debentures and related interest and penalties were
converted into 11,827,668 common shares and no amount remained outstanding at
April 30, 2005. The Company also re-priced and re-issued certain of the above
noted warrants during the year ended April 30, 2005. OQI the Company's
subsidiary issued $876,073 ($1,100,000 CDN) 3% unsecured convertible debentures
which mature as to $238,360 ($300,000 CDN) on February 28, 2008, $79,453
($100,000 CDN) on April 1, 2008 and $556,173 ($700,000 CDN) on April 15, 2008.
The notes are convertible into common shares of OQI at a rate of $0.99 ($1.25
CDN) for one year following their issuance and then at $1.27 ($1.60 CND) per
share until maturity. In conjunction with this offering OQI also issued 343,750
warrants to purchase that same number of common shares at a price of $1.27
($1.60 CND) until the earlier of i) the Company being listed for trading on a
recognized stock exchange or ii) the maturity date.

As a result of the issuance of the convertible debentures, notes, warrants and
re-issuance and re-pricing thereof the Company had a non-cash financing charge
of $1,959,557 (2004 - $464,598) for the year ended April 30, 2005.

Consulting expense of $1,660,055 (2004 - $391,577) was up significantly as the
Company tried to conserve its cash resources by paying consultants with bonus
shares. Included in consulting expenses as of April 30, 2005 is $151,500 paid to
directors of the Company and used to exercise 650,000 shares under option plans
and $4,611 paid to them in cash.

Advertising and promotion costs of $338,428 (2004 - $211,561) were up as a
result of the Company actively seeking financing for the Firebag Sask. Tar Sands
prospect, exploration and related working capital needs.


                                       37
<PAGE>

Professional fees of $296,941 (2004 - $176,807) continued to be a major expense
to the Company as it incurred costs related to evaluating various business
proposals, dealing with Anhydride Canada's creditor situation and legal work
pertaining to the convertible debenture and note financing.

As a result of convertible debenture and note financing the Company's interest
and bank charges were $131,597 (2004 - $31,797), the change from the prior year
is a direct result of the average outstanding balance between the two years.

Owing to uncertainty as to present value of the Earth Energy Inc. licence
agreement the Company wrote it down to $1, which resulted in a charge to
operations of $106,507 (2004 - $0).

Management fees for the year ended April 30, 2005 of $72,000 (2004 - $126,857)
decreased as the former president of the Company resigned and the new president
of the Company is not paid a management fee.

The Company's office costs are significantly higher at $68,606 (2004 - $12,869)
as a result of a significantly higher Canadian dollar relative to the United
States dollar, an increase volume of office related costs as a result of the
financing activity and the inclusion of OQI's office costs.

The Company incurred transfer agent fees of $41,311 (2004 - $13,775) an increase
due to the result of calling an annual general meeting.

Rent costs of the Company have increased to $34,741 (2004 - $14,916) a result of
a significantly higher Canadian dollar relative to the United States dollar and
the addition of rental costs of OQI.

Travel costs of $29,103 (2004 - $36,612) are directly related to costs
associated with financing attempts and meetings pertaining to the development of
the Company's projects.

In total, the Company experienced a net loss of $5,109,073 or $0.16 per share
for the year ended April 30, 2005, compared to a net loss of $1,581,054 or $0.09
per share for the year ended April 30, 2004. The Company expects to continue to
incur operating losses and will continue to be dependent on additional equity or
debt sales and or property joint ventures to fund its activities in the future.

As noted above Anhydride Canada has incurred significant trade payables in
pursuit of its exploration activities, which totaled to $718,462 as at April 30,
2003. In an attempt to settle these liabilities, the Company made an offer to
Anhydride Canada creditors to settle outstanding debts for shares of the Company
at $0.10 per share for each $0.15 CND of debt. The Company has received
acceptances from creditors totaling $336,037 ($416,484 CND), which represents
2,776,560 common shares and during the year ended April 30, 2004 and issued
287,638 common shares pursuant to these agreements and during the year ended
April 2005 an additional 493,493 common shares. Certain of the creditors have
rejected this offer and threatened receivership proceedings against Anhydride
Canada unless they are paid in full. Anhdydride Canada does not have the
resources to meet these demands and the Company has determined that it will not
commit further resources to Anhdydride Canada or defend such action should the
creditors take it.


                                       38
<PAGE>

During the year ended April 30, 2004, rather than exercising a call option to
acquire the Athabasca and Firebag prospect interests of Anhydride Limited
Partnership the Company agreed to purchase them for 3,220,000 common shares of
the Company. The Athabasca and Firebag prospects were written off as of April
30, 2003. As noted above during the year ended April 30, 2005, 886,666 of these
common shares were issued and charged to exploration.

On April 21, 2005 the Company issued 10,728,124 common shares to the major
shareholders of WPC and acquired a 97.53% interest in it. At the time the shares
were issued WPC's liabilities exceeded its assets by $926,200 and this along
with $2,209,219 for the common shares issued has been recorded as Pasquia Hills
property acquisition costs. During the next twelve months the Company expects to
settle the outstanding payables of WPC through the issuance of common shares,
however, there are no assurances that it will be successful or at what price
levels this can be done by.

During June 2005 the Company issued 7% convertible notes for an aggregate
principal amount of $2,000,000. The Company has agreed to make monthly payments
equal to one-twelfth of the initial principal amount of the note plus any other
amounts due, including interest. The monthly payments for the first three months
may be deferred until the fourth month and are payable in either shares, subject
to an effective registration statement, or cash. Should the Company elect to
make the monthly payment in cash then it must pay 130% of the principal plus
100% of any other amounts due, including interest. If the Company elects to have
the monthly payment paid in shares than the note holders may convert at anytime
thereafter into common shares of the Company at the lesser of i) $0.60, ii) 135%
of the average of the five lowest closing bid prices of the Company's common
stock for the ten trading days preceding the effective date of a registration
statement registering the underlying shares and warrants for resale and iii) 70%
of the average of the five lowest closing bid prices of the Company's common
stock for the ten trading days preceding the date of conversion. Should the
Company fail to make a timely election to pay in cash or shares or to actually
make the cash payment then the holders of the notes may determine whether they
want to be paid in cash or shares on the terms noted above. Pursuant to this
offering the Company issued 500,000, warrants to purchase that same number of
common shares at $0.45 until June 9, 2007, 5,000,000 warrants to purchase that
same number of common shares at $0.55 per share until June 9, 2007 and 2,500,000
warrants to purchase that same number of common shares at $1.50 until June 9,
2007. In conjunction with this offering the Company has paid $200,000 in finders
fees and has agreed to pay a finders fee of 10% from any of the 5,000,000
warrants to purchase that same number of common shares at $0.55 per share until
June 9, 2007 that are exercised. The agreement contains certain registration
rights for the underlying shares of common stock and warrants and the Company
will incur a 2% penalty if the registration statement is not filed by July 24,
2005 with a 2% penalty each 30 days thereafter until filed and a 2% penalty if
the registration statement is not effective by December 6, 2005 with a 2%
penalty each 30 days thereafter until effective. To date the Company has not
filed its registration statement.


                                       39
<PAGE>

During the year ended April 30, 2005, the Company's subsidiary OQI also issued
$876,073 ($1,100,000 CDN) 3% unsecured convertible debentures which mature as to
$238,360 ($300,000 CDN) on February 28, 2008, $79,453 ($100,000 CDN) on April 1,
2008 and $556,173 ($700,000 CDN) on April 15, 2008. The notes are convertible
into common shares of OQI at a rate of $0.99 ($1.25 CDN) for one year following
their issuance and then at $1.27 ($1.60 CND) per share until maturity. In
conjunction with this offering OQI also issued 343,750 warrants to purchase that
same number of common shares at a price of $1.27 ($1.60 CND) until the earlier
of i) the Company being listed for trading on a recognized stock exchange or ii)
the maturity date.

As at July 28, 2005 the Company had approximately $1,700,000 in cash, plus OQI
had cash on hand of approximately $3,500,000. We have no revenues. The Company
expects that its primary focus over the next twelve months will be to settle
with the WPC creditors and to conduct exploration programs of both its Pasquia
Hills and Firebag Sask. prospects as to $174,800 and $3,200,000 respectively. It
also expected that additional work programs will be required on the Pasquia
Hills and Firebag Sask. Prospects and that these work programs will have to be
funded from sources outside of the Company. Therefore, our operating results,
profitability and future rate of growth depend solely on our ability to
successfully develop our new business plans and our ability to obtain further
funding. We plan to fund future operations by way of joint venture agreements
and or other forms of financing, including the public offering or private
placement of equity or debt securities and will continue to rely on loans from
related parties to meet current obligations. However, we cannot assure you that
joint venture partners, debt or equity financing or loans from related parties
will be available to us on acceptable terms to meet these requirements.

Item 7. Financial Statements and Supplementary Data

See Financial Statements and Supplementary Data following the signature page of
this Form 10-KSB.

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

Item 8A. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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


                                       40
<PAGE>

CHANGES IN INTERNAL CONTROLS

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

ITEM 8B. Other Information

The following information was required to be reported on a Form 8-K during the
fourth quarter of the Company's fiscal year, but the Company failed to file a
report on Form 8-K disclosing such information:

Recent Sales of Unregistered Securities.

During the fiscal quarter ended April 30, 2005, the Company sold the following
unregistered equity securities:

On March 22, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of an equal number of warrants at $0.35:

                                  Warrant     Number of
                                  Expiry      Shares
         Platinum Partners        Nov 3/05      333,334
         Platinum Partners        Sept 14/06     16,666
         Viscount Investments     Sept 14/06    350,000

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

On March 28, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of an equal number of warrants at $0.35:

                                  Warrant     Number of
                                  Expiry      Shares
         Platinum Partners        Sept 14/06      4,750
         Viscount Investments     Nov   3/05    266,705
         Viscount Investments     Sept 14/06     33,295

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

On April 4, 2005 the Company issued bonus shares, under its 2005 Stock Option
Plan, for consulting services at a deemed price of $0.48 per share as to 400,000
shares of Common Stock to Tim Brock. The option and shares issued were issued in
reliance on the exemption from registration contained in Section 4(2) of the
Act.

On April 5, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of an equal number of warrants at $0.35:

                                  Warrant     Number of
                                  Expiry      Shares

         Platinum Partners        Sept 14/06    100,000


                                       41
<PAGE>

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

On April 6, 2005 the Company issued the following shares of Common Stock
pursuant to the exercise of an equal number of warrants at $0.35:

                                  Warrant     Number of
                                  Expiry      Shares
         Zenny Trading Ltd.       Nov  3/05     100,000

The shares were issued in reliance on the exemption from registration contained
in Section 4(2) of the Act. On April 11, 2005 the Company issued the following
shares of Common Stock pursuant to the exercise of an equal number of warrants
at $0.35:

                                  Warrant     Number of
                                  Expiry      Shares

         Platinum Partners        Sept 14/06    100,000

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

On April 20, 2005 the Company issued Bullion Fund Ltd. 2,000,000 shares of
Common Stock pursuant to the agreement to purchase American Oilsands Inc. at a
deemed price of $0.32 per share. The shares were issued in reliance on the
exemption from registration contained in Section (3)(a)(9) of the Act.

On April 21, 2005 the Company issued the following shares of Common Stock
pursuant to a January 2004 agreement to purchase the shares of Western
Petrochemicals Corporation:

                  0696780 BC Ltd                     1,533,826
                  0696772 BC Ltd                     1,532,383
                  101058135 Saskatchewan Ltd.        1,532,383
                  101058020 Saskatchewan Ltd.        1,532,383
                  Northern Lights Petroleum Inc.     1,532,383
                  Petroleum Stategies Inc.           1,532,383
                  Twin Mountain Energy               1,532,383

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

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

                                  Warrant     Number of
                                  Expiry      Shares
         Viscount Investments     Nov   3/05    266,705

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


                                       42
<PAGE>

Amendment of/Entry Into Material Definitive Agreement; Completion of Acquisition
of Assets

Western Petrochemicals Corp.

On April 21, 2005 the Company issued 10,728,124 common shares (in lieu of Series
A and common shares, as previously described) to the major shareholders of WPC
and acquired a 97.53% interest in WPC. At the time the shares were issued WPC's
liabilities exceeded its assets by $926,200 and this along with $2,209,219 for
the common shares issued has been recorded as Pasquia Hills property acquisition
costs. The shares were issued to the persons described above under this Section
8B.

Sulfoxy Joint Venture

During April 2005, the Company has entered into a joint venture agreement
whereby it has agreed to fund research and development relating to the
improvement of bitumen recovery from surface mineable oil sands ore and in-situ
recovery of bitumen and heavy oils by oxidation and sulfonation of asphaltens as
to $163,054 ($205,220 CND) to obtain a 60% interest. Upon earning a 60% interest
in the joint venture the Company may elect to purchase an additional 15% joint
venture interest for $1,191,800 ($1,500,000 CND).

To date no payments have been made pursuant to this agreement, however, the
Company is committed to contributing not less than $73,550 ($92,570 CND) on or
before September 1, 2005 for the phase one work plan and $89,504 ($112,650 CND)
on or before February 28, 2006, subject to the Company approving the anticipated
phase two work plan. As such further expenditures on the Sulfoxy Joint Venture
will depend on the outcome of the initial work phases.

Earth Energy License Agreement

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

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


                                       43
<PAGE>

PART III

Information concerning matters in Items 9, 10, 11, 12 and 14 is being
incorporated by reference into a definitive proxy statement, which is expected
to be filed within 120 days after the close of our fiscal year.


                                       44
<PAGE>

                                     PART IV

Item 13. Exhibits pursuant to Item 601 of Regulation S-B.

(a)   Exhibits

3.1   Articles of Incorporation.(1)

3.2   Bylaws. (1)

4.1   2000 Stock Option Plan. (1)

4.2   2002 Stock Option Plan (2)

4.3   2003 Stock Option Plan (3)

4.4   2005 Stock Option Plan.(10)

10.1  Option Agreement dated September 10, 2001 and Amendment dated October 10,
      2001.(4)

10.2  Agreement and Plan of Reorganization with October Sun dated April 30,
      2002.(5)

10.3  Joint Venture Agreement dated April 30, 2002.(6)

10.4  Employment Agreement with Doug Cannaday effective May 6, 2002.(6)

10.5  Exploration Agreement dated July 10, 2002.(6)

10.6  Equity Participation and Farmout Agreement dated April 7, 2004 between
      Energy 51, Inc., Uranium Power Corporation and West Peak Ventures of
      Canada, LTD.(7)

10.8  Agreement between West Peak Ventures of Canada, Ltd and Uranium Power
      Corporation, dated December 3, 2003. (7)

10.9  Agreement between Western Petrochemicals Corp., Powermax Energy, Inc. and
      Uranium Power Corporation dated April 23, 2004. (7)

10.10 Agreement between Western Canadian Mint, Inc., et al. and Uranium Power
      Corporation, as amended.(8)


                                       45
<PAGE>

10.11 New Licensing Agreement between Earth Energy Resources, Inc. West Peak
      Ventures of Canada, Ltd. and CanWest Petroleum Corporation dated
      March 4, 2005.(10)

10.12 Convertible Note from Oilsands Quest, Inc. due September 29, 2008.(9)

10.13 Sulfoxy Joint Venture Agreement dated April 20, 2005.(10)

10.14 Form of 7% Convertible Note and Warrant issued June 9, 2005.(10)

10.15 Purchase and Sale Agreement with Western Petrochemicals Corp.(10)

14    Code of Ethics (7)

21.1  Subsidiaries of the Registrant.(10)

31.1  Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

31.2  Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.1  Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
      herewith.

32.2  Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
      herewith.

------------------
1     Incorporated by reference from Form 10-SB, filed October 14, 1999.
2     Incorporated by reference from Form S-8, dated March 24, 2003.
3     Incorporated by reference from Form S-8, dated June 27, 2003.
4     Incorporated by reference from Form 10QSB for the period ended October 31,
      2001.
5     Incorporation by reference from Form 8-K dated May 10, 2002.
6     Incorporated by reference from Form 10-KSB dated September 11, 2003
7     Incorporated by reference from Form 10-KSB dated July 29, 2004.
8     Incorporated by reference from Form 10-QSB dated March 22, 2005.
9     Incorporated by reference from Form 10-QSB dated December 20, 2004.
10    Incorporated by reference from Form 10-KSB dated July 29, 2005.

(b)   Reports on Form 8-K

No reports on Form 8-K were filed during the last fiscal quarter covered by this
annual report.


                                       46
<PAGE>

Item 14.

Information concerning matters in Items 9, 10, 11, 12 and 14 is being
incorporated by reference into a definitive proxy statement, which is expected
to be filed within 120 days after the close of our fiscal year.

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-KSB/A No. 1 to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                        CANWEST PETROLEUM CORPORATION


Date:  August 11, 2005                  By: /s/ Thornton J. Donaldson
                                           -------------------------------------
                                           Thornton J. Donaldson, President


Date:  August 11, 2005                  By: /s/ William G. Timmins
                                           -------------------------------------
                                           William G. Timmins, Secretary and
                                           Director


                                       47
<PAGE>

                                  EXHIBIT INDEX

3.1   Articles of Incorporation. (1)

3.2   Bylaws. (1)

4.1   2000 Stock Option Plan (1)

4.2   2002 Stock Option Plan (2)

4.3   2003 Stock Option Plan (3)

4.4   2005 Stock Option Plan (10)

10.1  Option Agreement dated September 10, 2001 and Amendment dated October 10,
      2001.(4)

10.2  Agreement and Plan of Reorganization with October Sun dated April 30,
      2002.(5)

10.3  Joint Venture Agreement dated April 30, 2002.(6)

10.4  Employment Agreement with Doug Cannaday effective May 6, 2002.(6)

10.5  Exploration Agreement dated July 10, 2002.(6)

10.6  Equity Participation and Farmout Agreement dated April 7, 2004 between
      Energy 51, Inc., Uranium Power Corporation and West Peak Ventures of
      Canada, LTD,. (7)

10.8  Agreement between West Peak Ventures of Canada, Ltd and Uranium Power
      Corporation, dated December 3, 2003. (7)

10.9  Agreement between Western Petrochemicals Corp., Powermax Energy, Inc. and
      Uranium Power Corporation dated April 23, 2004.(7)

10.10 Agreement between Western Canadian Mint, Inc., et al. and Uranium Power
      Corporation, as amended.(8)

10.11 New Licensing Agreement between Earth Energy Resources, Inc. West Peak
      Ventures of Canada, Ltd. and CanWest Petroleum Corporation dated
      March 4, 2005.(10)

10.12 Convertible Note from Oilsands Quest, Inc. due September 29, 2008.(9)

10.13 Sulfoxy Joint Venture Agreement dated April 20, 2005.(10)


                                       48
<PAGE>

10.14 Form of 7% Convertible Note and Warrant issued June 9, 2005.(10)

10.15 Purchase and Sale Agreement with Western Petrochemicals Corp.(10)

14    Code of Ethics. (7)

21.1  Subsidiaries of the Registrant.(10)

31.1  Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

31.2  Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.1  Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
      herewith.

32.2  Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
      herewith.

------------------
1     Incorporated by reference from Form 10-SB, filed October 14, 1999.
2     Incorporated by reference from Form S-8, dated March 24, 2003.
3     Incorporated by reference from Form S-8, dated June 27, 2003.
4     Incorporated by reference from Form 10QSB for the period ended October 31,
      2001.
5     Incorporation by reference from Form 8-K dated May 10, 2002.
6     Incorporated by reference from Form 10-KSB dated September 11, 2003
7     Incorporated by reference from Form 10-KSB dated July 29, 2004.
8     Incorporated by reference from Form 10-QSB dated March 22, 2005.
9     Incorporated by reference from Form 10-QSB dated December 20, 2004.
10    Incorporated by reference from Form 10-kSB dated July 29, 2005.


                                       49
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

                        FOR CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)

                        --------------------------------

INDEX                                                                 PAGE NO.

Report of Independent Registered Public
Accounting Firm                                                         F-1

Consolidated Financial Statements

Consolidated Balance Sheets                                             F-2

Consolidated Statements of Operations                                   F-3

Consolidated Statements of Stockholders' Equity (Deficiency)            F-4-6

Consolidated Statements of Cash Flows                                   F-7

Notes to Consolidated Financial Statements                              F-8-30
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS AND DIRECTORS OF CANWEST PETROLEUM CORPORATION (an
Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of Canwest
Petroleum Corporation (an Exploration Stage Company) as at April 30, 2005 and
2004 and the related consolidated statements of operations, stockholders' equity
(deficiency) and cash flows for each of the three years ended April 30, 2005,
2004 and 2003 and the cumulative totals for the exploration stage operations
from April 3, 1998 (inception) through April 30, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material
respects, the consolidated financial position of the Company as at April 30,
2005 and 2004 and the results of its operations and its cash flows for each of
the three years ended April 30, 2005, 2004 and 2003 and the cumulative totals
for the exploration stage operations from April 3, 1998 (inception) through
April 30, 2005 in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going-concern. As discussed in note 2 to the
financial statements, the Company has no revenues and limited capital, which
together raise substantial doubt about its ability to continue as a
going-concern. Management plans in regard to these matters are also described in
note 2. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


"Pannell Kerr Forster" (signed)
(registered with PCAOB as "Smythe Ratcliffe")


Chartered Accountants


Vancouver, Canada
July 22, 2005


                                      F-1
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                      Consolidated Balance Sheets (note 2)
                                    April 30
                                 (U.S. Dollars)

<TABLE>
<CAPTION>
====================================================================================================
                                                                           2005             2004
----------------------------------------------------------------------------------------------------
<S>                                                                     <C>                <C>
                                     Assets
Current
  Cash                                                                $  1,022,175      $    348,636
  Accounts receivable                                                       20,327            20,718
  Exploration Advances and Deposits                                        167,283                 0
----------------------------------------------------------------------------------------------------
Total Current Assets                                                     1,209,785           369,354
Properties (note 3 and 6)                                                5,773,464           118,456
Earth Energy Licence Agreement (note 15)                                         1           106,508
Investment in Energy 51 Inc. (note 18)                                     310,291           152,800
Investment in Uranium Holdings Corporation (note 6(b))                         815               815
----------------------------------------------------------------------------------------------------

Total Assets                                                          $  7,294,356      $    747,933
====================================================================================================

                                   Liabilities
Current
  Accounts payable (note 10)                                          $  2,029,734      $  1,115,177
  Convertible debentures (note 6(e) and 17)                                876,073         1,020,375
  Due to related parties (note 11)                                          69,689           639,307
----------------------------------------------------------------------------------------------------
                                                                         2,975,496         2,774,859
Future Income taxes (note 13)                                              142,594                 0
Non-controlling shareholders interest  (note 6(e))                         448,224                 0
----------------------------------------------------------------------------------------------------
Total Liabilities                                                        3,566,314         2,774,859
----------------------------------------------------------------------------------------------------
Commitments and Contingencies (notes 2,6,9,16,18 and 19)

                        Stockholders' Equity (Deficiency)
Capital Stock
  Authorized
    100,000,000 (2004 - 40,000,000) Common stock with a par value
        of $0.001 each
     10,000,000 Preferred stock with a par value of $0.001 each
  Issued
    58,408,661 Common stock (2004 - 20,784,838)                             58,409            20,785
Treasury Stock (note 9)
          23,000 Common stock (2004 - 23,000)                                  (23)              (23)
Additional Paid-in Capital                                              13,835,455         2,955,768
Deficit Accumulated During Exploration Stage                            (9,999,965)       (4,890,892)
Other Comprehensive Loss                                                  (165,834)         (112,564)
----------------------------------------------------------------------------------------------------
Total Stockholders' Equity (Deficiency)                                  3,728,042        (2,026,926)
----------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity (Deficiency)               $  7,294,356      $    747,933
====================================================================================================
</TABLE>

See notes to consolidated financial statements.


                                      F-2
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                      Consolidated Statements of Operations
                                 (U.S. Dollars)

<TABLE>
<CAPTION>
==========================================================================================================
                                                                                                  From
                                                                                              Inception on
                                                                                              April 3, 1998
                                                                                                 Through
                                                      Year Ended April 30,                      April 30,
                                            2005               2004             2003              2005
----------------------------------------------------------------------------------------------------------
<S>                                     <C>               <C>               <C>               <C>
Expenditures
  Non-cash financing expense            $  1,959,557      $    464,598      $          0      $  2,424,155
  Consulting                               1,660,055           391,577           121,124         2,310,356
  Exploration costs                          505,098            99,685           803,791         1,824,961
  Advertising and promotion                  338,428           211,561           210,101           873,930
  Professional fees                          296,941           176,807           161,206           721,905
  Interest and bank charges                  131,597            31,797             4,672           168,619
  Write down of licence                      106,507                 0                 0           106,507
  Management fee                              72,000           126,857           100,721           414,602
  Office                                      68,606            12,869            13,306           106,717
  Transfer agent fee                          41,311            13,775             9,320            79,259
  Rent                                        34,741            14,916             5,847            75,919
  Travel                                      29,103            36,612            36,818           151,134
  Write-off of exploration property                0                 0           822,218           856,359
  Equity loss from investment                      0                 0                 0            19,713
  Incorporation cost written off                   0                 0                 0               700
----------------------------------------------------------------------------------------------------------
Net loss before income tax recovery
  and minority interest                   (5,243,944)       (1,581,054)       (2,289,124)      (10,134,836)
Income tax recovery                           39,385                 0                 0            39,385
----------------------------------------------------------------------------------------------------------
Net loss before minority interest         (5,204,559)       (1,581,054)       (2,289,124)      (10,095,451)
Minority interest (Note 6(e))                 95,486                 0                 0            95,486
----------------------------------------------------------------------------------------------------------
Net Loss for Period                     $ (5,109,073)     $ (1,581,054)     $ (2,289,124)     $ (9,999,965)
==========================================================================================================

Net Loss Per Share                      $      (0.16)     $      (0.09)     $      (0.18)
==========================================================================================================

Weighted Average Number of Shares
  Outstanding                             31,555,958        18,319,647        12,525,754
==========================================================================================================
</TABLE>

See notes to consolidated financial statements.


                                      F-3
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
          Consolidated Statements of Stockholders' Equity (Deficiency)
                           Years Ended April 30, 2005
                                 (U.S. Dollars)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Additional
                                                Common Stock                   Treasury Stock             Paid-in     Subscriptions
                                            Shares       Par Value          Shares       Par Value        Capital        Received
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>                  <C>        <C>             <C>             <C>
Common stock issued on
  inception for assets                    6,000,000    $      6,000               0    $          0    $     91,834    $          0
Net loss                                          0               0               0               0               0               0
-----------------------------------------------------------------------------------------------------------------------------------

Balance, April 30, 1998                   6,000,000           6,000               0               0          91,834               0
Common stock issued
  For subscriptions                       1,000,000           1,000               0               0         606,005               0
  For resource properties                   200,000             200               0               0         137,131               0
Share issue costs                                 0               0               0               0         (15,586)              0
Net loss                                          0               0               0               0               0               0
Common stock returned to
  treasury for cancellation                (922,500)           (922)              0               0        (554,700)              0
-----------------------------------------------------------------------------------------------------------------------------------

Balance April 30, 1999                    6,277,500           6,278               0               0         264,684               0
Common stock issued for cash                600,000             600               0               0         299,400               0
Common stock issued for finder's fee         50,000              50               0               0          24,950               0
Treasury stock (note 9)                           0               0         (23,000)            (23)        (15,189)              0
Share issue costs                                 0               0               0               0         (25,000)              0
Net loss                                          0               0               0               0               0               0
-----------------------------------------------------------------------------------------------------------------------------------

Balance, April 30, 2000                   6,927,500           6,928         (23,000)            (23)        548,845               0
Common stock issued for
  financial services                        120,000             120               0               0          59,880               0
Other comprehensive income                        0               0               0               0               0               0
Net loss                                          0               0               0               0               0               0
-----------------------------------------------------------------------------------------------------------------------------------

Balance, April 30, 2001                   7,047,500    $      7,048         (23,000)   $        (23)   $    608,725    $          0
===================================================================================================================================

<CAPTION>
---------------------------------------------------------------------------------------
                                                            Deficit
                                                          Accumulated        Total
                                              Other        During the     Stockholders'
                                          Comprehensive    Exploration       Equity
                                              Income          Stage       (Deficiency)
---------------------------------------------------------------------------------------
<S>                                        <C>            <C>             <C>
Common stock issued on
  inception for assets                     $          0   $          0    $     97,834
Net loss                                              0           (700)           (700)
---------------------------------------------------------------------------------------

Balance, April 30, 1998                               0           (700)         97,134
Common stock issued
  For subscriptions                                   0              0         607,005
  For resource properties                             0              0         137,331
Share issue costs                                     0              0         (15,586)
Net loss                                              0       (210,736)       (210,736)
Common stock returned to
  treasury for cancellation                           0              0        (555,622)
---------------------------------------------------------------------------------------

Balance April 30, 1999                                0       (211,436)         59,526
Common stock issued for cash                          0              0         300,000
Common stock issued for finder's fee                  0              0          25,000
Treasury stock (note 9)                               0              0         (15,212)
Share issue costs                                     0              0         (25,000)
Net loss                                              0       (319,714)       (319,714)
---------------------------------------------------------------------------------------

Balance, April 30, 2000                               0       (531,150)         24,600
Common stock issued for
  financial services                                  0              0          60,000
Other comprehensive income                        3,534              0           3,534
Net loss                                              0       (136,856)       (136,856)
---------------------------------------------------------------------------------------

Balance, April 30, 2001                    $      3,534   $   (668,006)   $    (48,722)
=======================================================================================
</TABLE>

See notes to consolidated financial statements.


                                      F-4
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
          Consolidated Statements of Stockholders' Equity (Deficiency)
                           Years Ended April 30, 2005
                                 (U.S. Dollars)

<TABLE>
<CAPTION>
=========================================================================================================================
                                                                                                            Additional
                                                     Common Stock                  Treasury Stock            Paid-in
                                                 Shares       Par Value         Shares       Par Value       Capital
-------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>         <C>                 <C>        <C>             <C>
Balance, April 30, 2001                         7,047,500   $      7,048        (23,000)   $        (23)   $    608,725
Common stock issued for cash                      987,000            987              0               0         220,113
Subscriptions received                                  0              0              0               0               0
Stock option compensation  expense                      0              0              0               0          77,600
Other comprehensive income                              0              0              0               0               0
Common stock deemed to be  issued               3,950,000          3,950              0               0         193,550
Warrants granted on purchase                            0              0              0               0          50,000
Net loss                                                0              0              0               0               0
-------------------------------------------------------------------------------------------------------------------------
Balance, April 30, 2002                        11,984,500         11,985        (23,000)            (23)      1,149,988
Common stock issued for cash
  and settlement of debt                        2,300,000          2,300              0               0         299,700
Subscriptions received                                  0              0              0               0               0
Stock option compensation  expense                      0              0              0               0          76,124
Other comprehensive income  (loss)                      0              0              0               0               0
Net loss                                                0              0              0               0               0
-------------------------------------------------------------------------------------------------------------------------
Balance, April 30, 2003                        14,284,500         14,285        (23,000)            (23)      1,525,812
Common stock issued
  For settlement of debt                        1,037,638          1,037              0               0         102,727
  For cash                                      3,750,000          3,750              0               0         529,950
  For service                                   1,620,100          1,620              0               0         207,320
  For property                                     92,600             93              0               0          36,021
Stock option compensation expenses                      0              0              0               0          89,340
Beneficial conversion feature of
  convertible debenture and
  warrants (note 17)                                    0              0              0               0         464,598
Other comprehensive income (loss)                       0              0              0               0               0
Net loss                                                0              0              0               0               0
-------------------------------------------------------------------------------------------------------------------------

Balance, April 30, 2004                        20,784,838   $     20,785        (23,000)   $        (23)   $  2,955,768
=========================================================================================================================

<CAPTION>
============================================================================================================
                                                                                Deficit
                                                                 Other        Accumulated         Total
                                                             Comprehensive     During the      Stockholders'
                                              Subscriptions      Income        Exploration        Equity
                                                 Received        (Loss)           Stage        (Deficiency)
------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>             <C>
Balance, April 30, 2001                        $          0    $      3,534    $   (668,006)   $    (48,722)
Common stock issued for cash                              0               0               0         221,100
Subscriptions received                              112,500               0               0         112,500
Stock option compensation  expense                        0               0               0          77,600
Other comprehensive income                                0             256               0             256
Common stock deemed to be  issued                         0               0               0         197,500
Warrants granted on purchase                              0               0               0          50,000
Net loss                                                  0               0        (352,708)       (352,708)
------------------------------------------------------------------------------------------------------------
Balance, April 30, 2002                             112,500           3,790      (1,020,714)        257,526
Common stock issued for cash
  and settlement of debt                                  0               0               0         302,000
Subscriptions received                             (112,500)              0               0        (112,500)
Stock option compensation  expense                        0               0               0          76,124
Other comprehensive income  (loss)                        0         (79,340)              0         (79,340)
Net loss                                                  0               0      (2,289,124)     (2,289,124)
------------------------------------------------------------------------------------------------------------
Balance, April 30, 2003                                   0         (75,550)     (3,309,838)     (1,845,314)
Common stock issued
  For settlement of debt                                  0               0               0         103,764
  For cash                                                0               0               0         533,700
  For service                                             0               0               0         208,940
  For property                                            0               0               0          36,114
Stock option compensation expenses                        0               0               0          89,340
Beneficial conversion feature of
  convertible debenture and warrants (note 17)            0               0               0         464,598
Other comprehensive income (loss)                         0         (37,014)              0         (37,014)
Net loss                                                  0               0      (1,581,054)     (1,581,054)
------------------------------------------------------------------------------------------------------------

Balance, April 30, 2004                        $          0    $   (112,564)   $ (4,890,892)   $ (2,026,926)
============================================================================================================
</TABLE>

See notes to consolidated financial statements.


                                      F-5
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
          Consolidated Statements of Stockholders' Equity (Deficiency)
                           Years Ended April 30, 2005
                                 (U.S. Dollars)

<TABLE>
<CAPTION>
===================================================================================================================================
                                                                                                        Additional
                                                  Common Stock                   Treasury Stock           Paid-in     Subscriptions
                                             Shares       Par Value         Shares       Par Value        Capital       Received
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>                 <C>        <C>             <C>            <C>
Balance, April 30, 2004                    20,784,838   $     20,785        (23,000)   $        (23)   $  2,955,768   $          0
Common stock issued
  For settlement of debt                   16,607,161         16,607              0               0       3,752,292              0
  For cash                                  3,801,972          3,802              0               0         998,555              0
  For services                              4,436,566          4,437              0               0       1,245,290              0
  For property (Note 6)                    12,778,124         12,778              0               0       2,855,441              0
Stock option compensation expense
  (Note 4)                                          0              0              0               0          68,552              0
Beneficial conversion feature of
  convertible debentures and  warrants
  (Note 6(e), 8 and 17)                             0              0              0               0       1,959,557              0
Other comprehensive income (loss)                   0              0              0               0               0        (53,270)
Net loss                                            0              0              0               0               0              0
-----------------------------------------------------------------------------------------------------------------------------------

Balance April 30,2005                      58,408,661   $     58,409        (23,000)   $        (23)   $ 13,835,455   $          0
===================================================================================================================================

<CAPTION>
========================================================================================
                                                             Deficit
                                              Other        Accumulated        Total
                                           Comprehensive    During the     Stockholders'
                                              Income        Exploration       Equity
                                              (Loss)           Stage       (Deficiency)
----------------------------------------------------------------------------------------
<S>                                        <C>             <C>             <C>
Balance, April 30, 2004                    $   (112,564)   $ (4,890,892)   $ (2,026,926)
Common stock issued
  For settlement of debt                              0               0       3,768,899
  For cash                                            0               0       1,002,357
  For services                                        0               0       1,249,727
  For property (Note 6)                               0               0       2,868,219
Stock option compensation expense
  (Note 4)                                            0               0          68,552
Beneficial conversion feature of
  convertible debentures and  warrants
  (Note 6(e), 8 and 17)                               0               0       1,959,557
Other comprehensive income (loss)                     0
Net loss                                     (5,109,073)     (5,109,073)
----------------------------------------------------------------------------------------

Balance April 30,2005                      $   (165,834)   $ (9,999,965)   $  3,728,042
========================================================================================
</TABLE>

See notes to consolidated financial statements.


                                      F-6
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                           (Exploration Stage Company)
                      Consolidated Statements of Cash Flows
                                 (U.S. Dollars)

<TABLE>
<CAPTION>
==================================================================================================================
                                                                                                    From Inception
                                                                                                           on
                                                              Year Ended April 30,                   April 3, 1998
                                                      2005             2004             2003         Through April
                                                                                                        30, 2005
------------------------------------------------------------------------------------------------------------------
<S>                                               <C>              <C>              <C>              <C>
Operating Activities
  Net loss                                        $(5,109,073)     $(1,581,054)     $(2,289,124)     $(9,999,965)
  Non cash adjustments to net loss
      Compensation expense                             68,552           89,340           76,124          311,616
      Consulting expenses satisfied by shares       1,161,060          196,940                0        1,418,000
      Exploration costs acquired for shares            88,667                0                0          225,998
      Equity loss from investment                           0                0                0           19,713
      Non-cash financing expense                    1,959,557          464,598                0        2,424,155
       Write-off of exploration property                    0                0          822,218          856,359
     Write down of licence                            106,507                0                0          106,507
     Income Tax Recovery                              (39,385)               0                0          (39,385)
     Minority Interest                                (95,486)               0                0          (95,486)
Changes In Non-Cash Working Capital
  Accounts receivable                                (166,892)         (14,168)            (279)        (187,610)
  Accounts payable                                  1,387,136          108,474          934,040        2,544,380
------------------------------------------------------------------------------------------------------------------
Cash Used in Operating Activities                    (639,357)        (735,870)        (456,621)      (2,415,718)
------------------------------------------------------------------------------------------------------------------
Investing Activities
  Earth Energy Licence                                      0         (106,508)               0         (106,508)
  Property acquisition                             (2,786,789)         (82,341)         (75,048)      (3,810,529)
  Investment in Energy 51 Inc.                       (157,491)        (152,800)               0         (310,291)
------------------------------------------------------------------------------------------------------------------
Cash Used in Investing Activities                  (2,944,280)        (341,649)         (75,048)      (4,227,328)
------------------------------------------------------------------------------------------------------------------
Financing Activities
  Issuance of shares for cash                       1,002,357          533,700          302,000        2,408,393
  Common stock returned to treasury                         0                0                0          (15,212)
  Convertible debentures                            2,503,748        1,020,375                0        3,524,123
  Advances from Uranium Holdings Corporation                                 0          (16,856)               0
  Advances from (to) related parties                   25,382         (127,084)         321,435          664,689
  Future Income Taxes                                 181,979                0                0          181,979
  Minority Interest                                   543,710                0                0          543,710
  Subscriptions received                                    0                0         (112,500)               0
------------------------------------------------------------------------------------------------------------------
Cash Provided by Financing Activities               4,257,176        1,426,155          494,915        7,307,681
------------------------------------------------------------------------------------------------------------------
Inflow (Outflow) of Cash                              673,539          348,636          (37,154)         664,635
Cash, Beginning of Period                             348,636                0           37,154                0
------------------------------------------------------------------------------------------------------------------
Cash, End of Period                               $ 1,022,175      $   348,636      $         0      $   664,635
==================================================================================================================
Non-Cash Financing Activities
  Common stock issued for properties              $ 2,868,219      $    36,114      $         0      $ 3,336,998
  Warrants granted on purchase of properties      $         0      $         0      $         0      $    50,000
  Common stock issued for services                $ 1,249,727      $   196,940      $         0      $ 1,531,667
  Common stock issued for debt                    $ 3,768,899      $         0      $         0      $ 3,768,899
==================================================================================================================
</TABLE>

See notes to consolidated financial statements.


                                      F-7
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

1.    ORGANIZATION AND NATURE OF BUSINESS

      The Company was incorporated as Uranium Power Corporation on April 3, 1998
      under the laws of the State of Colorado and on November 2, 2004 changed
      its name to CanWest Petroleum Corporation (the "Company"). The Company is
      in the exploration stage as defined in statement No. 7 of the Financial
      Accounting Standards Board. The principal business activity is the
      exploration and development of natural resource properties principally in
      Canada.

      These consolidated financial statements include the accounts of the
      Company and the following:

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

            -     Oilsands Quest Inc. ("OQI") in which the Company held a 64.89%
                  interest (note 6(e)); and

            -     Western Petrochemicals Corp. ("Western Petrochemicals") that
                  the Company holds a 97.53% interest (note 3).

      All intercompany transactions have been eliminated.

      Subsequent to April 30, 2005, the Company acquired 100% of Township
      Petroleum Corporation, which has been inactive since incorporation.

2.    GOING CONCERN

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

      The Company has a working capital deficit of $1,765,711 (2004 -
      $2,405,505), minimal other capital resources presently available to meet
      obligations which normally can be expected to be incurred by similar
      companies.

      Included in accounts payable is $689,066 (2004 - $692,420) payable by
      Anhydride Canada. Certain of the creditors of Anhydride Canada have
      threatened receivership proceedings against Anhydride Canada unless they
      are paid in full. Anhydride Canada does not have the resources to meet
      these demands and the Company has determined that it will not commit
      resources to Anhydride Canada or defend such action should the creditors
      take it. To date no formal action has been taken by the Anhydride Canada
      creditors.

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

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


                                      F-8
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

3.    ACQUISITION OF WESTERN PETROCHEMICALS

      On April 21, 2005 the Company issued 10,728,124 common shares for a 97.53%
      interest in Western Petrochemicals Corp., which holds the permits to the
      Pasquia Hills, Oil Shale Project (note 6(d)). At the time the shares were
      issued Western Petrochemicals liabilities exceeded its assets by $926,200
      and this along with $2,209,219 for the common shares issued has been
      recorded as Pasquia Hills property acquisition costs.

4.    SIGNIFICANT ACCOUNTING POLICIES

      (a)   Exploration stage expenditures

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

      (b)   Investments

            Investments in Uranium Holdings Corporation and Energy 51 Inc. are
            accounted for by the cost method whereby the original cost of the
            investment is not adjusted unless there is a permanent decline in
            value or the asset is disposed of.

      (c)   Foreign currency translation

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

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

            (ii)  Non-monetary assets and liabilities at the exchange rates
                  prevailing at the time of the acquisition of the assets or
                  assumption of the liabilities; and,

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

            Gains and losses arising from this translation of foreign currency
            are included in other comprehensive income (loss) as a separate
            component of stockholders' equity (deficiency).

      (d)   Comprehensive loss

            Comprehensive loss is comprised of net loss and other comprehensive
            income (loss) arising from foreign currency translation.

      (e)   Loss per share

            Loss per share calculations are based on the weighted average number
            of shares outstanding during the period. Diluted loss per share has
            not been presented separately as the outstanding warrants are
            anti-dilutive for each of the periods presented.


                                      F-9
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

4.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

      (f)   Use of estimates

            The preparation of financial statements in conformity with
            accounting principles generally accepted in the United States of
            America requires management to make estimates and assumptions that
            affect the reported amount of assets and liabilities and disclosures
            of contingent assets and liabilities at the date of the financial
            statements, and the reported amounts of revenues and expenses during
            the reporting period. Actual results could differ from those
            estimates and would impact future results of operations and cash
            flows.

      (g)   Income taxes

            Income taxes are calculated using the liability method of
            accounting. Temporary differences arising from the difference
            between the tax basis of an asset or liability and its carrying
            amount on the balance sheet are used to calculate deferred income
            tax liabilities or assets. These standards required that the
            deferred income tax asset and liabilities be measured using tax
            rates and laws that are expected to apply when the temporary
            differences are expected to reverse.

      (h)   Stock-based compensation

            Also, subsequent to April 30, 2005, the Company applies the
            intrinsic value method of accounting as prescribed by APB Opinion
            No. 25 "Accounting for Stock Issued to Employees" and related
            interpretations, in accounting for options granted to employees. As
            such, compensation expense is recorded on the date of the grant when
            the market price of the underlying stock exceeds the exercise price.
            SFAS 123 "Accounting for Stock-based Compensation" establishes
            accounting and disclosure requirements using the fair value-based
            method of accounting for stock-based compensation plans. As allowed
            by SFAS 123, the Company elected to continue to apply the intrinsic
            value-based method of accounting described above and has adopted the
            disclosure requirements of SFAS 123, as amended by SFAS 148
            effective May 1, 2003.

            The Company applies APB Opinion No. 25 and related interpretations
            in accounting for its stock options granted to employees, and
            accordingly, compensation expense of $Nil (2004 - $Nil) was
            recognized as compensation expense. Had compensation expense been
            determined as provided in SFAS 123 using the Black-Scholes
            option-pricing model, the pro-forma effect on the Company's net loss
            and per share amounts would have been as follows:


                                      F-10
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

4.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

      (h)   Stock-based compensation (Continued)

<TABLE>
<CAPTION>
            ===========================================================================================
                                                            2005             2004              2003
            -------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>              <C>
            Net loss, as reported                      $  (5,109,073)   $  (1,581,054)   $  (2,289,124)
            Deduct:
              Total stock-based compensation
                expense determined under value under
                based method awards, net of
                related tax effects                          (16,420)        (127,886)        (137,175)
            -------------------------------------------------------------------------------------------

            Net loss, pro-forma                        $  (5,125,493)   $  (1,708,940)   $  (2,426,299)
            ===========================================================================================
            Net loss per share, as reported            $       (0.16)   $       (0.09)   $       (0.18)
            Add:
                Stock-based expense determined
                under fair value based method
                awards, net of related tax effects             (0.00)           (0.00)           (0.01)
            -------------------------------------------------------------------------------------------

            Net loss per share, pro-forma              $       (0.16)   $       (0.09)   $       (0.19)
            ===========================================================================================
</TABLE>

            During the year ended April 30, 2005, 2,899,900 options were granted
            to consultants. These options were accounted for using the
            Black-Scholes option-pricing model, which resulted in consulting
            expenses totalling $68,552 (2004 - $89,340; 2003 - $76,124).

            The fair value of each option grant is calculated using the
            following weighted average assumption:

            ===================================================================
                                            2005            2004          2003
            -------------------------------------------------------------------

            Expected life (years)              5               1             2
            Interest rate                  3.98%            2.5%         3.00%
            Volatility                   146.12%          84.01%        70.86%
            Dividend yield                 0.00%           0.00%         0.00%
            ===================================================================

Need updated numbers for here


                                      F-11
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

4.    SIGNIFICANT ACCOUNTING POLICIES (Continued)

      (i)   Recent accounting pronouncements (Continued)

      i)    FIN 46(R), Consolidation of Variable Interest Entities, applies at
            different dates to different types of enterprises and entities, and
            special provisions apply to enterprises that have fully or partially
            applied Interpretation 46 prior to issuance of Interpretation 46(R).
            Application of Interpretation 46 or Interpretation 46 (R) is
            required in financial statements of public entities that have public
            interests in variable interest entities or potential variable
            interest entities commonly referred to as special-purpose entities
            for periods ending after December 15, 2003. Application by public
            entities (other than small business issuers) for all other types of
            entities is required in financial statements for periods ending
            after March 15, 2004. Application by small business issuers to
            entities other than special-purpose entities and by non-public
            entities is required at various dates in 2004 and 2005. There is no
            impact on the Company's financial statements.

      ii)   In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges
            of Nonmonetary Assets." The statement is an amendment of APB Opinion
            No. 29 to eliminate the exception for nonmonetary exchanges of
            similar productive assets and replaces it with a general exception
            for exchanges of nonmonetary assets that do not have commercial
            substance. The Company believes that the adoption of this standard
            will have no material impact on its financial statements.

      iii)  In December 2004, FASB issued a revision to Statement No. 123,
            Accounting for Stock-Based Compensation which supersedes APB Opinion
            No. 25, Accounting for Stock Issued to Employees. The revised SFAS
            123 eliminates the alternative to use Opinion 25's intrinsic value
            method of accounting and instead, requires entities to recognize the
            cost of employee services received in exchange for awards of equity
            instruments based on the grant-date fair value of those awards.
            Furthermore, public entities are required to measure liabilities
            incurred to employees in share-based payment transactions at fair
            value as well as estimate the number of instruments for which the
            requisite service is expected to be rendered. Any incremental
            compensation cost for a modification of the terms or conditions of
            an award is measured by comparing the fair values before and after
            the modification. For public entities that file as small business
            issuers, the effective date of the revised Statement is as of the
            beginning of the next fiscal year that begins after December 15,
            2005. The Company currently uses the intrinsic value method.

5.    FINANCIAL INSTRUMENTS

      (i)   The carrying value of cash, accounts receivable, exploration
            advances and deposits, accounts payable, convertible debentures and
            due to related parties approximate their fair value because of the
            short maturity of these financial instruments.

      (ii)  Interest rate risk

            The Company is not exposed to significant interest rate risk due to
            the short-term maturity of its monetary current assets and current
            liabilities.

      (iii) Translation risk

            The Company is exposed to foreign currency fluctuations to the
            extent expenditures incurred by the Company are not denominated in
            U.S. dollars.


                                      F-12
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

6.    PROPERTIES

<TABLE>
<CAPTION>
                                   Hocking Lake                      Firebag, Sask.
                                    and Henday       Pasquia Hills     Tar Sands
                                  Lake Properties  Oil Shale Project    Project
                                    (note6(a))         (note 6(d))     (note6(e))           Total
      -----------------------------------------------------------------------------------------------
<S>                               <C>               <C>               <C>               <C>
      Balance April 30, 2003      $           1     $           0     $           0     $           1
      Acquisition of property                 0           118,455                 0           118,455
      -----------------------------------------------------------------------------------------------
      Balance April 30, 2004                  1           118,455                 0           118,456
      Acquisition of property                 0         2,936,637         2,718,311         5,655,008
      ===============================================================================================

      Balance April 30, 2005      $           1     $   3,055,152     $   2,718,311     $   5,773,464
      ===============================================================================================
</TABLE>

      (a)   Hocking Lake and Henday Lake Properties

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

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

            The Henday Lake Property was transferred to Uranium Holdings
            Corporation in December 2000 (note 6(b)). As of April 30, 2002 all
            claims related to the Hocking Lake Property had lapsed.

      (b)   Uranium Holdings Corporation

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

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

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


                                      F-13
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

6. PROPERTIES (Continued)

  (c) Athabaska Oil Prospect

      (a)   During the year ended April 30, 2002, the Company signed an Option
            Agreement with October Sun to purchase all the issued and
            outstanding shares in the capital stock of Anhydride Canada owned by
            October Sun. Anhydride Canada owns certain petroleum and natural gas
            parcels and rights in the Province of Alberta, Canada. Consideration
            was as follows:

            (i)   cash of $75,000;

            (ii)  transferable share purchase warrants for 1,000,000 shares of
                  common stock of the Company exercisable at $0.01 per share on
                  or before July 25, 2003 to third parties;

            (iii) commit to pay all costs to a maximum of $60,000 for completion
                  or abandonment of an existing well that Anhydride Canada had
                  the rights to explore; and

            (iv)  issue to third parties, options entitling them to purchase
                  500,000 shares of common stock of the Company, at $0.27 per
                  share, on or before August 21, 2006.

      (b)   The Company completed the following to exercise the option:

            (i)   delivered $100,000 by way of demand promissory note to October
                  Sun;

            (ii)  assumed the obligations of Anhydride Canada of a promissory
                  note of $192,700 (CDN - $300,000) and a bonus of $64,230 (CDN
                  - $100,000) to the lenders (this obligation has been paid off
                  in full);

            (iii) 3,950,000 shares at $0.001 per share were issued to the
                  private company or assigns; and

            (iv)  granted October Sun a transferable warrant to subscribe for
                  500,000 shares of common stock at $0.01 per share for a one
                  year period following the successful test of the initial well.
                  This warrant was cancelled and replaced by one for 600,000
                  shares of common stock on similar terms to a third party (note
                  8).

      The acquisition of the Athabaska Oil Prospect was accomplished through the
      consummation of a reverse triangular merger completed April 30, 2002.

      During the year ended April 30, 2003, the Company re-entered an oil well
      and a total of $1,650,298 was spent in exploration costs to test and
      deepen it. Of this amount $846,507 was contributed by working interest
      holders, see Farmout Agreements (note 14), and this amount has been
      deducted from the total exploration costs leaving net exploration costs of
      $803,791 being charged to operations. The result of the exploration was
      that no economic quantities of hydrocarbons were discovered and as a
      result the property was written off during the year ended April 30, 2003.


                                      F-14
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

6.    PROPERTIES (Continued)

  (d) Pasquia Hills, Oil Shale Project

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

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

  (e) Firebag, Sask., Tar Sands Project

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

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

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

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


                                      F-15
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

6.    PROPERTIES (Continued)

  (e) Firebag, Sask., Tar Sands Project (Continued)

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

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

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

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

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

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

      OQI issued 300,000 options to acquire that same number of shares at $0.40
      ($0.50 CND) until November 12, 2009, subject to a vesting period of one
      year.

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

      OQI reached agreement with its President and Chief Financial Officer
      whereby, subject to certain conditions, they each have agreed to provide
      their services to OQI in return for $66,741 ($84,000 CND) per year until
      certain business targets are met and thereafter at $139,043 ($175,000 CND)
      per year which, subsequent to April 30, 2005 have been met. These
      agreements also contain termination clauses whereby OQI has agreed to pay
      the officers, subject to certain conditions, an amount of up to one and
      one-half times their annual pay should they be terminated for reasons
      other than cause.

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


                                      F-16
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

6.    PROPERTIES (Continued)

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

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

      Subsequent to April 30,2005, OQI completed the purchase of the remaining
      51% interest in the property by paying $357,540 ($450,000 CND). OQI now
      has a 100% interest in the property, subject to the above noted royalties.

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

      Also subsequent to April 30, 2005, the Company agreed to convert the
      non-refundable payment of $437,962 ($550,000 CND) that the Company made
      towards the purchase of the 51% interest in the property into 297,688
      common shares and a warrant to acquire up to an additional 647,688 common
      shares at $1.59 ($2.00 CND) until June 13, 2007.


                                      F-17
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

7.    STOCK OPTIONS

      The Company had outstanding options to purchase that same number of common
      shares as follows:

      ========================================================================
                            Exercise                    April 30,
      Expiry Date            Price           2005         2004           2003
      ------------------------------------------------------------------------

      April 15, 2004       $    0.25             0             0       100,000
      April 25, 2004       $    0.12             0             0       410,000
      October 15, 2004     $    0.17             0       600,000             0
      January 27, 2005     $    0.30             0       100,000             0
      May 6, 2005          $    0.25             0             0       400,000
      May 15, 2005         $    0.25       225,000       455,000       455,000
      February 2, 2006     $    0.30       100,000             0             0
      August 21, 2006      $    0.27       850,000     1,050,000     1,050,000
      ------------------------------------------------------------------------
                                         1,175,000     2,205,000     2,415,000
      ========================================================================

      The following table summarizes the Company's stock option activity:

<TABLE>
<CAPTION>
      ====================================================================================
                                                                                 Weighted
                                                                                  Average
                                            Number            Exercise           Exercise
                                          of Options            Price              Price
      ------------------------------------------------------------------------------------
<S>                                      <C>              <C>                     <C>
      Balance, April 30, 2002             1,200,000       $ 0.27 to $ 0.50        $ 0.30
      Granted during year                 3,310,000       $ 0.12 to $ 0.27        $ 0.24
      Cancelled                            (810,000)      $ 0.25 to $ 0.27        $ 0.22
      Exercised                          (1,135,000)      $ 0.11 to $ 0.20        $ 0.16
      Expired                              (150,000)           $ 0.27             $ 0.27
      ------------------------------------------------------------------------------------
      Balance, April 30, 2003             2,415,000       $ 0.12 to 0.27          $ 0.24
      Granted during year                 6,050,100       $ 0.06 to $ 0.45        $ 0.14
      Cancelled                            (400,000)           $ 0.25             $ 0.25
      Exercised                          (5,760,100)      $ 0.06 to $ 0.45        $ 0.13
      Expired                              (100,000)           $ 0.25             $ 0.25
      ------------------------------------------------------------------------------------
      Balance, April 30, 2004             2,205,000            $ 0.24             $ 0.24
      Granted during year                 2,749,900       $0.30 to $0.48          $ 0.37
      Exercised                          (3,649,900)      $0.17 to $0.48          $ 0.33
      Expired                              (130,000)      $0.25 to $0.30          $ 0.29
      ------------------------------------------------------------------------------------
      Balance, April 30, 2005             1,175,000       $0.25 to $0.30          $ 0.27
      ====================================================================================
</TABLE>


                                      F-18
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

7.    STOCK OPTION PLAN (Continued)

      During the year ended April 30, 2000, the Company adopted an incentive and
      a non-statutory stock option plan. As of April 30, 2003 and April 30, 2004
      the Company had options outstanding to acquire 1,050,000 shares of common
      stock under the 2000 plan at $0.27 per share until August 21, 2006. During
      the year ended April 30, 2005, 200,000 of the option under this plan were
      exercised. There remain 850,000 options outstanding under this plan and no
      additional options are available to be issued under this plan.

      The Company also issued an option, not under a plan, to a consultant to
      acquire up to 150,000 common shares at $0.27 per share until March 31,
      2003, which expired unexercised during the year ended April 30, 2003.

      During the year ended April 30, 2003, the Company adopted a 2002 Stock
      Option Plan (the "2002 Plan") which as at April 30, 2003 had outstanding
      options to acquire up to 1,365,000 shares of common stock, which were to
      expire as to 100,000 at $0.25 per share on April 15, 2004, 410,000 at
      $0.12 on April 25, 2004, 230,000 at $0.25 per share on May 15, 2004,
      400,000 on May 6, 2005 and 225,000 at $0.25 on May 15, 2005. During the
      year ended April 30, 2004 the Company cancelled 400,000 options at $0.25
      per share, which expired on May 6, 2005 and reissued them at $0.11 per
      share until June 28, 2004. Also during this period 810,000 options were
      exercised as to 410,000 options at $0.12 per share with an expiry date of
      April 25, 2004 and 400,000 options at $0.11 per share with an expiry date
      of June 28, 2004. On April 15, 2004, 100,000 options expired unexercised.
      During the year ended April 30, 2005, 30,000 options at $0.25 per share
      expired unexercised as at May 15, 2004 and 200,000 options at $0.25 were
      exercised. As at April 30,2005 under the 2002 Plan 225,000 options at
      $0.25 expiring May 15, 2005 remained outstanding. Subsequent to April 30,
      2005 the 225,000 options at $0.25 expiring May 15, 2005 expired
      unexercised and were replaced by 225,000 options at $0.36 expiring
      November 1, 2006. Due to the expiry of options 30,000 options remain
      available for issuance under this plan.

      On June 20, 2003, the Company adopted the 2003 Stock Option Plan (the
      "2003 Plan"), whereby 2,500,000 shares of common stock may be optioned.
      The 2003 Plan has not been adopted or ratified by the shareholders of the
      Company. Incentive options may be granted at any price for a period of up
      to ten years. During the year ended April 30, 2004 the Company issued a
      total of 2,500,000 options to acquire that same number of common shares.
      These options were issued as to 1,050,000 options at a deemed price of
      $0.10 per share for services, 400,000 options at $0.12 per share until
      June 25, 2004, 500,000 options at $0.06 per share until July 31, 2004,
      300,000 options at $0.09 per share until August 15, 2004 and 250,000
      options at $0.10 per share until August 18, 2004. All the options were
      exercised during the year ended April 30, 2005 and no additional options
      may be granted under the 2003 Plan.

      On September 18, 2003, the Company adopted the 2003b Incentive Stock
      Option Plan (the "2003b Plan"), whereby 2,500,000 shares of common stock
      may be optioned. The stock option plan has not been adopted or ratified by
      the shareholders of the Company. Incentive options may be granted at any
      price for a period of up to ten years. During the year ended April 30,
      2004 the Company issued a total of 2,450,100 options to acquire that same
      number of common shares. These options were issued as to 650,000 options
      at a deemed price of $0.10 per share for services, 490,000 options at a
      deemed price of $0.17 per share for services, 170,000 options at $0.23 per
      share until September 19, 2004, 520,000 options at $0.17 per share until
      October 3, 2004, 100,000 options at $0.20 per share until October 10,
      2004, 100,000 shares at $0.21 per share until November 12, 2004, 200,000


                                      F-19
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

7.    STOCK OPTION PLAN (Continued)

      shares at $0.45 per share until November 20, 2004, 100 options at a deemed
      price of $0.40 per share for services, 20,000 options at a deemed price of
      $0.33 per share for services and 200,000 options at $0.10 per share
      expiring October 15, 2004. During the year ended April 30, 2005 the
      Company issued the remaining 49,900 options for services at a deemed price
      of $0.40 per share. No options remain outstanding or available under this
      plan.

      On October 15, 2003, the Company adopted the 2003c Stock Plan (the "2003c
      Plan"), whereby 2,000,000 shares of common stock may be optioned. The
      2003c Plan has not been adopted or ratified by the shareholders of the
      Company. Incentive options may be granted at any price for a period of up
      to ten years. As at April 30, 2004 there were 700,000 options outstanding
      under this plan to acquire that same number of shares as to 600,000 at
      $0.17 per share until October 15, 2004 and 100,000 at $0.30 until January
      27, 2005, which expired unexercised. During the year ended April 30, 2005,
      the Company issued 100,000 options to acquire that same number of common
      shares at $0.40 per share until May 4, 2005 which were exercised during
      the year. The Company also granted consultants options for services at
      deemed prices of $0.40 per share for 500,000 options, $0.35 per share for
      250,000 options, $0.27 per share for 50,000 options and $0.31 per share
      for 400,000 options and that same numbers of shares were issued. The
      Company also paid a bonus of $102,000 to consultants that was used to
      exercise 600,000 options at $0.17 per share. The Company issued the
      remaining 100,000 options pursuant to this plan at $0.30 per share until
      February 2, 2006 and which remain outstanding. No further options may be
      issued under this plan.

      During October 2004, the Company adopted the 2004 Stock Option Plan (the
      "2004 Option Plan"), whereby 900,000 shares of common stock may be
      optioned. The 2004 Plan has not been adopted or ratified by the
      shareholders of the Company. Incentive options may be granted at any price
      for a period of up to ten years. During the year ended April 30, 2005 the
      Company granted consultants 590,000 options for services at deemed prices
      of $0.36 per share, 150,000 options at a deemed price of $0.31 per share
      and 160,000 options at a deemed price of $0.37 per share and that same
      number of shares were issued. There are no additional options available to
      be issued under this plan.

      During March 2005, the Company adopted the 2005 Stock Option Plan (the
      "2005 Plan"), whereby 2,000,000 shares of common stock may be optioned.
      The 2005 Plan has not been adopted or ratified by the shareholders of the
      Company. Incentive options may be granted at any price for a period of up
      to ten years. During the year ended April 30, 2005 the Company granted a
      consultant 400,000 options for services at deemed prices of $0.48 per
      share and there remained 1,600,000 options available under the plan.
      Subsequent to April 30, 2005 the Company issued 1,600,000 options at $0.36
      until November 1, 2006. No options remain available under this plan.


                                      F-20
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)

8.    WARRANTS

      The Company had the following warrants outstanding:

<TABLE>
<CAPTION>
                                                                   April 30,
      ---------------------------------------------------------------------------------------
                 Expiry Date      Exercise Price         2005          2004           2003
      ---------------------------------------------------------------------------------------
<S>                                  <C>             <C>            <C>            <C>
      July 11- 2003                     0.25                  0              0        483,000
      July 25 - 2003                 $  0.01                  0              0      1,000,000
      August 30-2004                    0.01                  0              0        600,000
      January 6-2005                    0.35                  0      2,666,666              0
      September 14-2005                 0.34          2,380,000              0              0
      November 3-2005                   0.35          1,791,627              0              0
      September 14-2006                 0.35          6,647,963              0              0
      ---------------------------------------------------------------------------------------
                                                     10,819,590      2,666,666      2,083,000
      ---------------------------------------------------------------------------------------
</TABLE>

      During the year ended April 30, 2002, the Company issued 1,000,000
      warrants at $0.01 per share, to acquire the same number of shares before
      July 25, 2003, these warrants expired unexercised. The Company also issued
      600,000 warrants at $0.01 per share, to acquire the same number of shares.
      The exercise of these warrants was subject to a successful well being
      drilled on the Athabasca prospect, which did not occur owing to the
      prospect being written off as of April 30, 2003, and expired unexercised
      August 30, 2004.

      During the year ended April 30, 2003, the Company issued warrants which
      were based on the Limited Partnership exploration expenditures; see
      Farmout Agreements (note 14). As of April 30, 2003 the Limited Partnership
      was entitled to warrants to acquire 483,000 common shares at $0.25 per
      share until July 11, 2003. During the year ended April 30, 2004, these
      warrants expired unexercised.

      During the year ended April 30, 2003, the Company issued warrants to other
      joint venture parties, all on similar terms and conditions, see Farmout
      Agreements (note 14). Pursuant to these agreements the Company is
      committed to issuing 410,000 warrants that will entitle the holders to
      acquire that same number of common shares at $0.25 per share. These
      warrants expired unexercised as to 350,000 on November 25, 2003, 10,000 on
      February 27, 2004, 10,000 on February 28, 2004 and 40,000 on March 3,
      2004.

      During the year ended April 30, 2004, pursuant to the issuance of
      $1,000,000 6% secured convertible debentures the Company also issued
      2,666,666 warrants. Each warrant entitles its holder to purchase an
      additional common share of the Company during the period January 6, 2004
      to January 6, 2005 at $0.35 per share. The holder of the warrants may
      elect a cashless exercise of the warrants based on the market value of the
      Company's common shares at the time of exercise. During the year ended
      April 30, 2005, as an inducement to have the holders exercise, the Company
      agreed to reduce the exercise price on 2,222,222 of these warrants to
      $0.20 per share and they were exercised for cash. The Company also agreed
      to re-issue 2,222,2222 warrants at $0.35 pre share and extend the expiry
      date on the remaining 444,444 whereby the expiry date for both is November
      3, 2005 and in conjunction with this recorded a non-cash financing expense
      of $375,715. Of these re-issued and lengthened expiry dated warrants
      875,039 were exercised for cash. As at April 30, 2005 1,791,627 of these
      warrants remained exercisable until November 3, 2005.


                                      F-21
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

8.    WARRANTS (Continued)

      During the year ended April 30, 2005, pursuant to the issuance of secured
      $1,500,000 6% convertible debentures (note 17) the Company also issued
      5,666,166 warrants. Each warrant entitles its holder to purchase an
      additional common share of the Company at $0.35 until September 14, 2006.
      The holder of the warrants may elect a cashless exercise of the warrants
      based on the market value of the Company's common shares at the time of
      exercise. During the year ended April 30, 2005, 604,711 of these warrants
      were exercised for cash and 5,061,455 remain outstanding.

      Pursuant to three private placements during the year ended April 30, 2005
      the Company issued 1,586,508 warrants to purchase that same number of
      common shares at $0.35 each until September 14, 2006.

      During the year ended April 30, 2005 the Company converted $595,000 in
      notes due to October Sun and Untied Corporate Advisors, both related
      parties (note 11), pursuant to which it also issued 2,380,000 warrants to
      purchase that same number of common shares at $0.34 per share until
      September 30, 2005.

      Subsequent to April 30, 2005, 391,700 of the $0.35 November 3, 2005 expiry
      date warrants and 115,000 of the $0.35 September 14, 2006 warrants were
      exercised for cash. Holders of the November 3, 2005 expiry date warrants
      also exercised cashless conversion rights whereby 594,517 warrants were
      exercised and the Company issued 190,464 common shares. Likewise holders
      of 1,391,703 warrants with an September 14, 2006 expiry date exercised
      their cashless conversion rights and the Company issued 445,854 common
      shares to them. The Company also issued, as an inducement for early
      exercising of the warrants with expiry dates of November 3, 2005 and
      September 14, 2006, 1,945,750 warrants to purchase that same number of
      common shares at $0.35 until April 30, 2006.

9.    COMMON STOCK

      (a)   Treasury stock

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

      (b)   Private placements

            The Company received $150,000 in share subscriptions pertaining to a
            private placement of 1,500,000 shares at $0.10 per share of which
            375,000 shares have been issued to April 30, 2002 for net
            subscriptions received at April 30, 2002 of $112,500. The balance of
            1,125,000 shares were issued during the April 30, 2003 year-end. In
            addition, during the April 30, 2003 year-end, the Company completed
            a private placement of 40,000 shares at $0.30 per share for total
            proceeds of $12,000 and during the year ended April 30, 2004 it
            completed a private placement of 200,000 shares for proceeds of
            $40,000.


                                      F-22
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

9.    COMMON STOCK (Continued)

      (c)   Debt Settlement

            In an attempt to settle outstanding liabilities of Anhydride Canada,
            the Company made an offer to creditors to settle outstanding debts
            for shares of the Company at a deemed price of $0.10 per share for
            every $0.15 CDN of debt held. The Company has received acceptances
            from creditors totalling $336,037 ($416,484 CDN) that represents
            2,776,560 common shares. During the year ended April 30, 2004 the
            Company issued 287,638 common shares pursuant to these agreements
            and during the year ended April 30, 2005 it issued an additional
            493,493 common shares.

            During the year ended April 30, 2005 the Company also entered into
            three private placements whereby for the settlement of $476,500 of
            debt it issued 1,906,000 common shares and 1,586,508 warrants to
            purchase that same number of common shares at $0.35 each until
            September 14, 2006. The Company, also during the year ended April
            30, 2005 settled $595,000 in debt owed to related parties through
            the issuance of 2,380,000 common shares and 2,380,000 warrants to
            purchase that same number of common shares at $0.34 per share until
            September 30, 2005.

      (d)   Anhydride Petroleum Limited Partnership

            Pursuant to an agreement between the Company and Anhydride Petroleum
            Limited Partnership (the "Limited Partnership"), the Company agreed
            to acquire the interests of the Limited Partnership in a property,
            which the Company had an interest in but was written off as of April
            30, 2003, for 3,220,000 common shares of the Company. During the
            year ended April 30, 2005, 886,666 of these shares were issued and
            charged to exploration at $0.10 per share.

10.   ACCOUNTS PAYABLE

      Accounts payable at April 30 consists of the following:

      ========================================================================
                                                          2005         2004
      ------------------------------------------------------------------------

      Trade accounts payable                           $1,899,179   $  945,927
      Advances from third parties                         130,555      169,250
      ------------------------------------------------------------------------

                                                       $2,029,734   $1,115,177
      ========================================================================


                                      F-23
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

11.   RELATED PARTY TRANSACTIONS

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

      (a)   Acquisition of assets of Athabasca Uranium Syndicate (note 6(a)) in
            exchange for 6,000,000 common stock.

      (b)   During the year ended April 30, 2003, the Company was charged
            management fees of $72,000 (2004 - $72,000) by October Sun from whom
            the Company acquired Anhydride USA. October Sun is related to the
            Company by way of significant influence. As of April 30, 2005,
            $58,061 (2004 - $509,290) was owed to October Sun. Included in the
            balance owed as of April 30, 2004 was a $400,000 convertible note
            which bears interest at 6% and may be converted into units at the
            lower of $0.25 per unit or the then market on the date of conversion
            until December 31, 2004. At April 30, 2003, 2004 and through to the
            date of conversion, October Sun waived all rights to the interest.
            On conversion of the note each unit is to consist of one common
            share of the Company and a warrant to purchase an additional common
            share at 133% of the unit price for one year following the date of
            conversion. On September 14, 2004 October Sun converted the note
            into 1,600,000 common shares and 1,600,000 warrants to purchase that
            same number of common shares at $0.34 per share until September 14,
            2005. The balance of funds owed, being $58,061, is without interest
            or stated terms of repayment.

      (c)   Included in 2003 exploration costs is $57,230 related to an officer
            who was acting in the Company's exploration programs. This same
            officer also received $28,770 in management fees. As at April 30,
            2003 a total of $33,200 was due to this officer. During the year
            ended April 30, 2004 $30,000 of this amount was settled by the
            officer exercising an option to acquire 300,000 common shares.
            During the year ended April 30, 2004 this officer was paid
            management fees of $54,857 which includes $30,000 paid by way of
            issuing him an additional 300,000 common shares. During September,
            2003 this officer resigned his position with the Company and no
            amounts were owed to him.

      (d)   The Company accrued fees of $3,271 in 2003 to a director and
            officer, included in advertising and promotion expenses, were
            written off during 2004.


                                      F-24
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

11.   RELATED PARTY TRANSACTIONS (Continued)

      (e)   United Corporate Advisors ("UCA") is related to the Company by way
            of common directors. As of April 30, 2005, $11,628 (2004 - $232,188)
            was owed to UCA and included in due to related parties. Included in
            the balance owed as of April 30, 2004 was a $195,000 convertible
            note which bears interest at 6% and may be converted into units at
            the lower of $0.25 per unit or the then market on the date of
            conversion until December 31, 2004. At April 30, 2003, 2004 and
            through to the date of conversion, UCA waived all rights to the
            interest. On conversion of the note each unit is to consist of one
            common share of the Company and a warrant to purchase an additional
            common share at 133% of the unit price for one year following the
            date of conversion. On September 14, 2004 UCA converted the note
            into 780,000 common shares and 780,000 warrants to purchase that
            same number of common shares at $0.34 per share until September 14,
            2005. The balance of funds owed, being $11,628, is without interest
            or stated terms of repayment.

      (f)   Included in consulting expenses for the year ended April 30, 2004 is
            $39,100 pertaining to 230,000 shares issued to directors of the
            Company under the 2003b Plan. During the year ended April 30, 2005,
            pursuant to various Company stock option plans, directors of the
            company were issued 650,000 common shares and deemed proceeds of
            $151,000 were charged to consulting. Also included in consulting for
            the year ended April 30, 2005 is $4,611 paid to directors of the
            Company.

12.   COMPREHENSIVE LOSS

<TABLE>
<CAPTION>
      ====================================================================================
                                                 2005             2004             2003
      ------------------------------------------------------------------------------------
<S>                                         <C>              <C>              <C>
      Net loss                              $(5,109,073)     $(1,581,054)     $(2,289,124)
      Other comprehensive income (loss)         (53,270)         (37,014)         (79,340)
      ------------------------------------------------------------------------------------
                                            $(5,162,343)     $(1,618,068)     $(2,368,464)
      ====================================================================================
</TABLE>

13.   INCOME TAXES

      As at April 30, 2005, the Company has available a net operating loss
      carryforward of approximately $4,700,000 (2004 - $2,372,000) which it may
      use to offset future United States federal taxable income. The net
      operating loss carryforward, if not utilized, will begin to expire in
      2017. A deferred tax asset approximating $1,842,000 (2004 - $1,360,000)
      stemming from temporary timing differences between the accounting and tax
      treatment of certain assets and liabilities, as well as from the Company's
      net operating loss carryforwards, has been reduced by a valuation
      allowance to $Nil due to uncertainties regarding the utilization of the
      deferred assets.

      Anhydride Canada has net operating losses of approximately $470,000 (2004
      - $470,000) which may be applied against future taxable income generated
      in Canada which begin to expire in 2009. Anhydride Canada also has a total
      of $1,129,000 ($1,129,000) in pooled Canadian exploration expenditures
      which may be carried forward indefinitely and applied against future
      taxable income. A deferred tax asset approximating $570,000 (2004 -
      $570,000) stemming from temporary timing differences between the
      accounting and tax treatment of certain assets and liabilities, as well as
      from the Company's net operating loss carryforwards, has been reduced by a
      valuation allowance to $Nil (2004 - Nil) due to uncertainties regarding
      the utilization of the deferred assets.


                                      F-25
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

13.   INCOME TAXES - to be updated (Continued)

      OQI has net operating losses of approximately $310,000 (2004 - $Nil). As
      at April 30, 2005, the Company had a deferred tax liability related to
      differences between the accounting and tax values for certain assets. Such
      a liability stems from the renunciation of exploration expenditures to
      investors. The net effect of the deferred tax asset related to operating
      losses and deferred tax liability is a deferred tax liability of
      approximately $142,000 (2004 - $Nil), which has been recognized in these
      consolidated financial statements.

      Western Petrochemicals has net operating losses of approximately $764,000
      (2004 - $718,000) which may be applied against future taxable income
      generated in Canada which begin to expire in 2008. A deferred tax asset
      approximating $272,000 (2004 - $256,000) stemming from the Company's net
      operating loss carryforwards, has been reduced by a valuation allowance to
      $Nil due to uncertainties regarding the utilization of the deferred
      assets.

      Certain of the tax related filing for the above noted companies have not
      yet been submitted to the appropriate tax authorities. The above noted tax
      amounts and balances are also subject to review and assessment by the tax
      authorities and any changes, which may occur as a result of such review or
      assessment by the tax authorities has not been reflected in these
      financial statements.

14.   FARMOUT AGREEMENTS

      During the year ended April 30, 2003, the Company entered into the
      following Farmout and or exploration agreement (the "Farmout Agreements")
      as follows:

      (a)   Anhydride Petroleum Limited Partnership (the "Limited Partnership")

            The Company entered into two Farmout Agreements, on essentially the
            same terms with the Limited Partnership with respect to the
            Athabasca and Firebag Prospects. Under the terms of the Farmout
            Agreements the Limited Partnership will earn a 1% working interest
            in a Prospect for each $54,000 CDN incurred in exploration
            expenditures on that Prospect, up to a maximum of a combined 25%
            working interest, both before and after payout, subject to royalty
            interests. Anhydride Canada is the operator under each of the
            Farmout Agreements.

            Under the terms of each of the Farmout Agreements, following earn-in
            of an interest, including a fractional interest, in a Prospect, the
            Limited Partnership will be entitled to approve all further work
            carried out on the Prospect, which consent may be unreasonably
            withheld.

            Under the Farmout Agreements, the Limited Partnership agreed to
            grant the Company a call option (the "Working Interest Call Option")
            under which the Company may purchase the working interests earned by
            the Limited Partnership in the Prospects in consideration for paying
            a predetermined purchase amount. The purchase amount comprises a
            base amount and a performance amount where the base amount is equal
            to 130% of the incurred earn-in expenditures of the Partnership paid
            in shares of the Company, with such shares valued at the average
            five day closing price at the time the call option is exercised. The
            shares to be issued by the Company will be restricted securities in
            the United States and be subject to resale restrictions in the
            United States and Canada.


                                      F-26
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

14.   FARMOUT AGREEMENTS (Continued)

            Under the terms of the call option, however, the Company has granted
            the Partnership certain registration rights, under which the Company
            will file a registration statement with the Securities and Exchange
            Commission (the "SEC") in the United States registering the shares
            for sale (the "Call Option Registration Rights"). The performance
            amount will initially be $Nil. For every 90-day period following the
            exercise of the call option that expires without a registration
            statement being filed, the performance amount is increased by 20% of
            the incurred earn-in expenditures of the Partnership paid-in shares
            of the Company. The Performance Amount will be paid, as earned, in
            shares of the Company with such shares valued at the average five
            day closing price at the time the respective performance amount is
            earned. On the sooner of the registration statement becoming
            effective or the shares issued on exercise of the call option
            otherwise becoming free of resale restrictions, the Performance
            Amount shall cease to accrue and no further shares of the Company
            will be payable.

            As consideration for granting of the call option in respect of the
            working interests in the Prospects, the Company has agreed to issue
            1,500,000 transferable warrants to the Limited Partnership whereby
            it may acquire up to 750,000 common shares exercisable at a price of
            $0.50 per share for a period of one year ending July 11, 2003. The
            warrants will vest in proportion to the working interest earned in
            the Athabasca Prospect and Firebag Prospects, for each 1% working
            interest earned in a Prospect warrants to acquire 30,000 common
            shares of the Company will vest and be immediately exercisable. The
            shares issued on exercise of the warrants will be subject to resale
            restrictions.

            The Company subsequently amended the terms of the exploration
            agreements whereby the number of shares to be issued pursuant to the
            warrants was increased to 1,500,000 and the price per share issued
            was lowered to $0.25 per share. The rate at which the Limited
            Partnership shall earn a 1% working interest was increased to
            $60,000 CDN. The Company also agreed to pay costs associated with
            the start-up of the Limited Partnership.

            Based on the Limited Partnerships exploration expenditures of
            $483,000 CDN as at April 30, 2003 they were entitled to warrants to
            acquire 483,000 common shares at $0.25 per share, which subsequently
            expired.

      (b)   Other joint venture partners

            The Company entered into four exploration agreements (the
            "Exploration Agreements"), pursuant to which $266,310 ($410,000 CDN)
            was advanced for exploration on the Athabasca Prospect. In
            consideration thereof the Company earned a working interest in the
            Athabasca Prospect.

            Pursuant to the Exploration Agreements the Company acquired an
            option to acquire their working interests back on terms similar to
            those granted by the Limited Partnership. In exchange for acquiring
            the options the Company has agreed to issue warrants to purchase up
            to 410,000 common shares at an exercise price of $0.25 per share
            which expired unexercised during the year ended April 30, 2004.


                                      F-27
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

14.   FARMOUT AGREEMENTS (Continued)

      (c)   PNG Ventures, Inc. ("PNGV")

            Pursuant to a letter agreement PNGV had advanced a total of $214,821
            for a working interest in the Athabasca Prospect.

15.   EARTH ENERGY LICENCE AGREEMENT

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

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

16.   CONTINGENCY

      In a statement of claim filed against Anhydride Canada and others, the
      plaintiffs claim they owned a 63.3% interest in the 7-32 well on the
      Athabasca prospect. The claim also seeks general damages of $5,000,000 CDN
      from the defendants as well as monetary and special damages as determined
      by the court. A statement of defence was filed by Anhydride Canada, but
      given that the property has been written off it will not be actively
      pursued. Since filing of the statement of defence in April 2003, no
      further action has been taken by the plaintiff. The Company believes the
      claim is frivolous and without merit and as such no amount has been
      accrued by the Company at April 30, 2004 and 2005.


                                      F-28
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

17.   CONVERTIBLE DEBENTURES

      During the year ended April 30, 2004 the Company issued $1,000,000 of 6%
      secured convertible debentures with a maturity date of June 1, 2004, which
      was subsequently extended. These debentures were secured by a general
      security agreement over all of the Company's property. The debentures are
      convertible into common shares at the lower of 70% of the five-day average
      closing price of the Company's common shares or $0.45 per share, provided
      that while the debentures are in good standing the conversion price will
      not be below $0.15 per share. This resulted in a non-cash financing
      expense to the Company of $204,705. The Company also issued to the
      debenture holders 2,666,666 warrants to purchase the same amount of common
      shares and included in non-cash financing expense is $259,893 reflecting
      the beneficial conversion of the warrants.

      During the year ended April 30, 2005 the Company issued $1,500,000 of 6%
      secured convertible debentures with a maturity date of February 28, 2005,
      which was subsequently extended. These debentures were secured by a
      general security agreement over all of the Company's property. The
      debentures are convertible into common shares at the lower of 70% of the
      five-day average closing price of the Company's common shares or $0.45 per
      share, provided that while the debentures are in good standing the
      conversion price will not be below $0.15 per share. The Company also
      issued to the debenture holders 5,666,166 warrants to purchase the same
      amount of common shares. As a result of the issuance of these convertible
      debentures a non-cash financing expense of $1,211,421 was charged to
      operations.

      During the year ended April 30, 2005 the above noted convertible
      debentures and related interest and penalties were converted into
      11,827,668 common shares and no amount remained outstanding as at April
      30, 2005.

      On June 9, 2005 the Company issued 7% convertible notes for an aggregate
      principal amount of $2,000,000. The Company has agreed to make monthly
      payments equal to one-twelfth of the initial principal amount of the note
      plus any other amounts due, including interest. The monthly payments for
      the first three months may be deferred until the fourth month and are
      payable in either shares, subject to an effective registration statement,
      or cash. Should the Company elect to make the monthly payment in cash then
      it must pay 130% of the principal plus 100% of any other amounts due,
      including interest. If the Company elects to have the monthly payment paid
      in shares then the note holders may convert at anytime thereafter into
      common shares of the Company at the lesser of i) $0.60, ii) 135% of the
      average of the five lowest closing bid prices of the Company's common
      stock for the ten trading days preceding the effective date of a
      registration statement registering the underlying shares and warrants for
      resale and iii) 70% of the average of the five lowest closing bid prices
      of the Company's common stock for the ten trading days preceding the date
      of conversion. Should the Company fail to make a timely election to pay in
      cash or shares or to actually make the cash payment then the holders of
      the notes may determine whether they want to be paid in cash or shares on
      the terms noted above. Pursuant to this offering the Company issued
      500,000, warrants to purchase that same number of common shares at $0.45
      until June 9, 2007, 5,000,000 warrants to purchase that same number of
      common shares at $0.55 per share until June 9, 2007 and 2,500,000 warrants
      to purchase that same number of common shares at $1.50 until June 9, 2007.
      In conjunction with this offering the Company has paid $200,000 in finders
      fees and has agreed to pay a finders fee of 10% from any of the 5,000,000
      warrants to purchase that same number of common shares at $0.55 per share
      until June 9, 2007 that are exercised. The agreement contains certain
      registration rights for the underlying shares of common stock and warrants
      and the Company will incur a 2% penalty if the registration statement is
      not filed by July 24, 2005 with a 2% penalty each 30 days thereafter until
      filed and a 2% penalty if the registration statement is not effective by
      December 6, 2005 with a 2% penalty each 30 days thereafter until
      effective. To date the Company has not filed its registration statement.


                                      F-29
<PAGE>

                          CANWEST PETROLEUM CORPORATION
                      (Formerly Uranium Power Corporation)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
            Years Ended April 30, 2005, 2004 and 2003 and the Period
              From April 3, 1998 (Inception) Through April 30, 2005
                                 (U.S. Dollars)
================================================================================

18.   INVESTMENT IN ENERGY 51 INC.

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

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

19.   COMMITMENTS

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

      The Company has entered into a joint venture agreement (the "Sulfoxy Joint
      Venture") whereby it has agreed to fund research and development relating
      to the improvement of bitumen recovery from surface mineable oil sands ore
      and in-situ recovery of bitumen and heavy oils by oxidation and
      sulfonation of asphaltens as to $163,054 ($205,220 CND) to obtain a 60%
      interest. Upon earning a 60% interest in the joint venture the Company may
      elect to purchase an additional 15% joint venture interest for $1,191,800
      ($1,500,000 CND). To date no payments have been made pursuant to this
      agreement, however, the Company is committed to contributing not less than
      $73,550 ($92,570 CND) on or before September 1, 2005 for the phase one
      work plan and $89,504 ($112,650 CND) on or before February 28, 2006,
      subject to the Company approving the anticipated phase two work plan.


                                      F-30