UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2004       Commission File Number 0-49837

                           WESTSIDE ENERGY CORPORATION
                 (Name of small business issuer in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   88-0349241
                      (I.R.S. Employer Identification No.)

                        4400 Post Oak Parkway, Suite 2530
                                Houston, TX 77027
                                 (713) 979-2660
                        (Address, including zip code, and
                    telephone number, including area code, of
                    registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:

                               Title of Each Class
                     Common Stock, Par Value $.01 per share

Indicate by check mark whether registrant (1) has filed all reports 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 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. [ ]

The issuer's revenues for the fiscal year ended December 31, 2004 were $116,137.

The aggregate market value of the voting stock held by non-affiliates of the
registrant on March 14, 2005 was approximately $63,829,887, based on the closing
price of such stock on such date. The number of shares outstanding of the
registrant's Common Stock, par value $.01 per share, as of March 14, 2005 was
17,096,887.

Transitional Small Business Disclosure format (Check one): YES [ ]  NO [X]


<PAGE>



                                      INDEX

                                                                    Page Number
                                     PART I.

Items 1. & 2.     Business and Properties.                                 4

Item 3.           Legal Proceedings.                                      23

Item 4.           Submission of Matters to a Vote of Security Holders.    24

                                    PART II.

Item 5.           Market for the Registrant's Common Equity and Related
                  Stockholder Matters.                                    24

Item 6.           Management's Plan of Operation.                         24

Item 7.           Financial Statements.                                   24

Item 8.           Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure.                    24

Item 8A.          Controls and Procedures.                                25

                                    PART III.

Item 9.           Directors, Executive Officers, Promoters and
                  Control Persons; Compliance with Section 16(a)
                  of the Exchange Act.                                   25

Item 10.          Executive Compensation.                                27

Item 11.          Security Ownership of Certain Beneficial Owners
                  and Management.                                        28

Item 12.          Certain Relationships and Related Transactions.        31

Item 13.          Exhibits and Reports on Form 8-K.                      33

Item 14.          Principal Accountant Fees and Services.                35

                                       2
<PAGE>


                           Forward-Looking Statements


         This Annual Report on Form 10-KSB contains forward-looking statements
within the meaning of Section 24A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These statements appear in a number of
places including ITEMS 1 AND 2 "BUSINESS AND PROPERTIES." These statements
regard:

         *        our belief regarding the attractiveness of our oil and gas
                  properties for purposes of exploration;
         *        our intention and plan to perform risk assessments and due
                  diligence  reviews that we believe are consistent with
                  industry practices of each project we decide to pursue;
         *        our belief regarding the possible rapid and significant
                  expansion of our operations;
         *        our belief  regarding the  sufficiency of our current acreage
                  for purposes of conducting our initial plan of drilling;
         *        our belief regarding the availability and qualifications of
                  necessary third party service providers;
         *        our belief regarding the cost of identifying drill sites;
         *        our belief regarding the availability of sufficient cash flow
                  and conventional bank financing for purposes of properly
                  pursuing our plan of operation;
         *        our belief regarding our ability to enter into long-term sales
                  contracts for our production;
         *        our belief  regarding our permitted or  permittable  capacity
                  to continue our  operations if any  regulatory agency requires
                  us to forego construction, modification or operation of
                  certain air emission sources;
         *        our belief regarding the effect of continued compliance with
                  existing requirements of environmental laws and regulations;
         *        our expectations to pay our operators commercially prevailing
                  rates;
         *        our expectations  that the initial phase of our plan of
                  operation will take approximately two years from start to
                  finish;
         *        our expectations that we will be able to retain a promotional
                  interest in prospects presented to other industry investors;
         *        our expectations regarding our use of employees and outside
                  consultants;
         *        our plans as to how we will finance our business;
         *        our expectations regarding the costs of drilling our wells;
         *        our expectations regarding our ability to sell our production
                  to purchasers and end-users at prevailing market prices and
                  under arrangements that are usual and customary in the
                  industry;
         *        our expectations regarding the effect of compliance with
                  existing federal, state and local laws, rules and regulations
                  governing the release of materials in the environment or
                  otherwise relating to the protection of the environment; and
         *        our estimates regarding the length of time required to drill,
                  test and complete each well, and install the facilities to
                  connect to gathering or pipeline facilities.

         Such statements can be identified by the use of forward-looking
terminology such as "believes," "expects," "may," "estimates," "will," "should,"
"plans" or "anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy. Readers are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve significant risks and uncertainties, and that actual
results could differ materially from those projected in the forward-looking
statements. Factors that could cause actual results to differ materially
include, but are not limited to, those discussed under "RISK FACTORS"
immediately below. As a result, these forward-looking statements represent the
Company's judgment as of the date of this Annual Report. The Company does not
express any intent or obligation to update these forward-looking statements.

                                       3
<PAGE>


ITEMS 1 and 2.  BUSINESS AND PROPERTIES.

                                  RECENT EVENTS

         Westside Energy Corporation, f/n/a "Eventemp Corporation" (the
"Company"), was incorporated on November 30, 1995 under the laws of the State of
Nevada. In February 2004, the Company decided to focus its efforts on the
acquisition of attractive crude oil and natural gas prospects, and the
exploration, development and production of oil and gas on these prospects. For
several years prior to February 2004, the Company had been dormant from a
business perspective.

         In connection with the change in the Company's business focus, the
Company has undertaken the following activities:

         *        The Company changed its corporate name from "Eventemp
                  Corporation" to "Westside Energy Corporation" on March 17,
                  2004 to reflect the Company's new business focus.
         *        The Company expanded its Board of Directors from one member to
                  two members and elected Jimmy D. Wright to fill the
                  newly-created vacancy. Mr. Wright has considerable experience
                  in the oil & gas industry. Keith D. Spickelmier remains as the
                  Company's other director. For more information about Messrs.
                  Wright and Spickelmier, see "ITEM 9. DIRECTORS, EXECUTIVE
                  OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                  SECTION 16(A) OF THE EXCHANGE ACT" herein.
         *        The Company elected Jimmy D. Wright as the Company's Chief
                  Executive Officer and Chief Financial Officer. Keith D.
                  Spickelmier remains as the Company's Chairman of the Board.
         *        The Company  began  acquiring  rights in certain oil and gas
                  leases.  As of March 23, 2005,  the Company had acquired total
                  leased acreage of 40,666  gross acres and 38,976 net acres in
                  Jack,  Wise,  Denton,  Hill, Ellis,  Hamilton  Comanche and
                  Mills  Counties in Texas in the Barnett  Shale.  During
                  November  2004,  the Company  completed  its first well, a
                  producing  well known as the Lucille  Pruitt #1. For more
                  information about  this well,  see "ITEMS 1 and 2.  BUSINESS
                  AND  PROPERTIES  - Plan of  Operation  - Proposed  Initial
                  Activities"  herein.  As of the date of this Annual  Report,
                  the Company has  completed the drilling of its second well
                  through the Build  Section.  The well  successfully  deviated
                  from  vertical to 90+ degrees and intermediate casing has been
                  set and  cemented to a measured  depth of 8,937 ft. The
                  Company is  currently proceeding  with drilling of the
                  horizontal  section.  Upon  completion of drilling,  the
                  Company expects to frac the well, set production  facilities
                  and complete all required  components of completion in due
                  course. Moreover,  as of the date of this  Annual  Report, the
                  Company  has  completed  the data  acquisition  and
                  preliminary  processing of a  three-dimensional seismic survey
                  in northern Hill County,  Texas.  Additional processing  is
                  underway,  and upon  completion  of  processing  the Company
                  will  evaluate the results for drilling prospects.
         *        The Company  completed  several  rounds of  financings.  The
                  most recent  financing  involved the sale of 10 million shares
                  of the Company's common stock in a private placement
                  transaction resulting in gross proceeds of $20 million and net
                  proceeds to the Company of  approximately  $18.5 million after
                  offering  expenses. A portion of the  proceeds  from this
                  private  placement  was used to retire  indebtedness  in the
                  aggregate original principal amount of $810,000 plus interest.
                  All of this  indebtedness was either owed directly to members
                  of the Company's  management or owed to entities controlled by
                  members of the Company's management. Some of this indebtedness
                  was secured by all of the Company's  assets,  including the
                  Company's current oil and gas  interests  as well as all such
                  interests  to be  acquired in the future.  In  connection with
                  the payment of this indebtedness,  the liens on the Company's
                  assets were released.  In addition,  in connection with the
                  closing of the private  placement,  a holder of a short-term
                  convertible  promissory note having a principal balance of
                  $300,000  converted the principal balance of the promissory
                  note into 150,000 shares of the Company's  common stock.  As a
                  result of these  transactions,  the Company does not now have
                  any secured indebtedness or any indebtedness on any promissory
                  note.  The  Company  expects  that,  if its  plan of operation
                  progresses  in  accordance  with its terms,  the Company will
                  in the future seek third party debt financing  to further such
                  plan.  Management  believes  that the funds generated from the
                  $18.5  million private  placement  will be sufficient to cover
                  the cash  needs of the  Company  for the next 12  months,
                  although there can be no assurance in this regard.

                                       4
<PAGE>
                                     GENERAL

         In February 2004, Westside Energy Corporation (the "Company") decided
to focus its efforts on the acquisition of attractive crude oil and natural gas
prospects, and the exploration, development and production of oil and gas on
these prospects. For several years prior to February 2004, the Company had been
dormant from a business perspective. The Company intends to focus its efforts
initially in the State of Texas. The Company's major emphasis will be in the
participation in the oil and gas segment, acquiring interests in producing oil
or gas properties and participating in drilling operations. The Company's
principal products will be crude oil and natural gas. The Company intends to
engage in a broad range of activities associated with the oil and gas business
in an effort to develop oil and gas reserves. With the assistance of the
Company's management, independent contractors retained from time to time by the
Company, and, to a lesser extent, unsolicited submissions, the Company intends
to identify prospects that it believes are suitable for acquisition and
drilling.

         When the Company acquires an interest in acreage on which exploration
or development drilling is planned, the Company will assess the relative
potential and risks of each prospect and determine the degree to which the
Company will participate in the exploration or development drilling. In the
right circumstances, the Company will assume the entire risk of the acquisition
and drilling. On the other hand, the Company may determine that it will be more
beneficial to invite industry participants to share the risk and the reward of
the prospect by financing some or all of the costs of drilling contemplated
wells. In such cases, the Company may retain a carried working interest, a
reversionary interest, or may be required to finance all or a portion of the
Company's proportional interest in the prospect. Although this approach will
reduce the Company's potential return should the drilling operations prove
successful, it will also reduce the Company's risk and financial commitment to a
particular prospect.

         Conversely, the Company may from time to time participate in drilling
prospects offered by other persons if the Company believes that the potential
benefit from the drilling operations outweighs the risk and the cost of the
proposed operations. This approach will allow the Company to diversify into a
larger number of prospects at a lower cost per prospect, but these operations
(commonly known as "farm-ins") are generally more expensive than operations
where the Company offers the participation to others (known as "farm-outs").

         In addition to its exploration and drilling activities, the Company
expects that it will try to accumulate oil and gas reserves through the purchase
of existing reserves from others. In this connection, the Company may initiate
workovers, recompletions, development drilling, secondary and tertiary recovery
operations and other production enhancement techniques to maximize current
production and the ultimate recovery of reserves acquired or developed.

         There can be no assurance that the Company will be successful in its
exploratory and production activities. The oil and gas business involves
numerous risks. See "Risk Factors" immediately below.

                                       5
<PAGE>
                                  RISK FACTORS

          In addition to the other information in this Annual Report, the
following risk factors, among others, should be considered carefully in
evaluating the Company and its business.

                          Risks Related to our Company

         OUR EXTREMELY LIMITED HISTORY MAKES AN EVALUATION OF US AND OUR FUTURE
EXTREMELY DIFFICULT, AND PROFITS ARE NOT ASSURED.


         The Company was incorporated on November 30, 1995 for the purpose of
commercially exploiting a proprietary self-contained climate control system for
vehicles (known as the Etemp system) that allowed the user to call his or her
vehicle from any available telephone and pre-cool or pre-heat the interior of
the vehicle within five minutes before arriving with the engine turned off.
During February 2004, we decided to focus our business on the acquisition of
attractive crude oil and natural gas prospects, and the exploration, development
and production of oil and gas on these prospects. Since that time, we have
acquired rights in oil and gas properties that we believe represent attractive
opportunities for exploration. During November 2004, we completed our first
well, the Lucille Pruitt #1. As of the date of this Annual Report, we are in the
process of drilling our second well and are evaluating future drilling
prospects. Nearly all of the oil and gas properties that we have leased to date
are considered "undeveloped acreage," which the U.S. Securities and Exchange
Commission (the "Commission") defines as "lease acreage on which wells have not
been drilled or completed to a point that would permit the production of
commercial quantities of oil and gas regardless of whether such acreage contains
proved reserves." We have established only a very limited volume of proved
reserves with regard to our properties. In view of our extremely limited history
in the oil and gas exploration business, you may have difficulty in evaluating
us and our business and prospects. You must consider our business and prospects
in light of the risks, expenses and difficulties frequently encountered by
companies in their early stage of development. For our business plan to succeed,
we must successfully undertake most of the following activities:


         *        Find and acquire rights in attractive oil and gas properties;
         *        Drill  successfully exploratory  test wells on our oil and gas
                  properties to determine the presence of oil and gas in
                  commercially viable quantities;
         *        Develop  our oil and gas  properties  to a stage at which oil
                  and gas are being produced in commercially viable quantities;
         *        Procure purchasers of our commercial production of oil and gas
                  upon such commencement;
         *        Comply with applicable laws and regulations;
         *        Identify and enter into binding agreements with suitable joint
                  venture partners for our future projects;
         *        Implement and successfully execute our business strategy;
         *        Respond to competitive developments and market changes; and
         *        Attract, retain and motivate qualified personnel.

There can be no assurance that we will be successful in undertaking such
activities. Our failure to undertake successfully most of the activities
described above could materially and adversely affect our business, prospects,
financial condition and results of operations. In addition, there can be no
assurance that our exploration and production activities will produce oil and
gas in commercially viable quantities, if any at all. Moreover, even if we
succeed in producing oil and gas, we expect to incur operating losses until such
time (if ever) as we produce and sell a sufficient volume of our commercial
production to cover direct production costs as well as corporate overhead. There
can be no assurance that sales of our oil and gas production will ever generate
significant revenues, that we will ever generate positive cash flow from our
operations or that (if ever attained) we will be able to sustain profitability
in any future period.

         WE DEPEND ON CERTAIN KEY PERSONNEL.

         We substantially depend upon the efforts and skills of Jimmy D. Wright,
a director and the President of the Company. The loss of Mr. Wright's  services,
or his inability to devote  sufficient  attention to our operations,  could
materially and adversely affect our operations.  Mr. Wright has not entered into
a written  employment  agreement or any covenant not to compete  agreement with
us. As a result,  Mr.  Wright  may  discontinue  providing  his  services  to us
at any time and for any  reason,  and even  thereafter commence competition with
us.  Moreover, we do not maintain key man life insurance on Mr. Wright.

                                       6
<PAGE>

         OUR CURRENT MANAGEMENT RESOURCES MAY NOT BE SUFFICIENT FOR THE FUTURE,
AND WE HAVE NO ASSURANCE THAT WE CAN ATTRACT ADDITIONAL QUALIFIED PERSONNEL.

         There can be no assurance that the current level of management is
sufficient to perform all responsibilities necessary or beneficial for
management to perform. Our success in attracting additional qualified personnel
will depend on many factors, including our ability to provide them with
competitive compensation arrangements, equity participation and other benefits.
There is no assurance that (if we need to) we will be successful in attracting
highly qualified individuals in key management positions.

         LIMITATIONS ON CLAIMS AGAINST OUR OFFICERS AND DIRECTORS, AND OUR
OBLIGATION TO INDEMNIFY THEM, COULD PREVENT OUR RECOVERY FOR LOSSES CAUSED BY
THEM.

         The corporation law of Nevada allows a Nevada corporation to limit the
liability of its directors to the corporation and its stockholders to a certain
extent, and our Restated Articles of Incorporation have eliminated our
directors' liability to the maximum extent permitted by the corporation law of
Nevada. Moreover, our Bylaws provide that we must indemnify each director,
officer, agent and/or employee to the maximum extent provided for by the
corporation law of Nevada. Further, we may purchase and maintain insurance on
behalf of any such persons whether or not we have the power to indemnify such
person against the liability insured against. Consequently, because of the
actions or omissions of officers, directors, agents and employees, we could
incur substantial losses and be prevented from recovering such losses from such
persons. Further, the Commission maintains that indemnification for liabilities
arising under the Securities Act is against the public policy expressed in the
Securities Act, and is therefore unenforceable.

         INCUMBENT MANAGEMENT OWNS A LARGE PERCENTAGE OF OUR OUTSTANDING STOCK,
AND CUMULATIVE VOTING IS NOT AVAILABLE TO STOCKHOLDERS.

         Our current management, Jimmy D. Wright and Keith D. Spickelmier,
currently owns (directly or indirectly) approximately 32.1% of our outstanding
common stock (considered on an undiluted basis). Messrs. Wright's and
Spickelmier's stock ownership would increase if they were to exercise certain
outstanding warrants issued to them directly or indirectly. Cumulative voting in
the election of directors is expressly denied in our Restated Articles of
Incorporation. Accordingly, the holder or holders of a majority of our
outstanding shares of common stock may elect all of our directors. Management's
large percentage ownership of our outstanding common stock helps enable them to
maintain their positions as such and thus control of our business and affairs.
Moreover, Messrs. Wright and Spickelmier have entered into a Voting Agreement,
pursuant to which they agreed until February 26, 2006 to vote all of their
shares of common stock to elect themselves or their nominees to the Company's
Board of Directors. This Voting Agreement could further entrench current
management during the term of its existence.

         WE MAY EXPERIENCE RAPID GROWTH, AND IN SUCH CASE WE WILL NEED TO MANAGE
THIS GROWTH EFFECTIVELY.

         We believe that, given the right business opportunities, we may expand
our operations rapidly and significantly. If rapid growth were to occur, it
could place a significant strain on our management, operational and financial
resources. To manage any significant growth of our operations, we will be
required to undertake the following successfully:

      *  Manage relationships with various strategic partners and other third
         parties;
      *  Hire and retain skilled personnel necessary to support our
         business;
      *  Train and manage a growing employee base; and
      *  Continually develop our financial and information management systems.

If we fail to make adequate allowances for the costs and risks associated with
this expansion or if our systems, procedures or controls are not adequate to
support our operations, our business could be harmed. Our inability to manage
growth effectively could materially adversely affect our business, results of
operations and financial condition.

                                       7
<PAGE>
         WE HAVE ENTERED INTO CERTAIN TRANSACTIONS WITH PERSONS WHO ARE OUR
OFFICERS AND DIRECTORS.

         We have entered into certain transactions (the "Related Party
Transactions") either directly with, or with entities controlled by one or both
of, Jimmy D. Wright, one of our directors and our President and Chief Financial
Officer, and Keith D. Spickelmier, one of our directors and our Chairman of the
Board. The Related Party Transactions are described in ITEM 12. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS. Some of the Related Party Transactions
were not the result of arms-length negotiations. Accordingly, there can be no
assurance that the terms and conditions of the Related Party Transactions are as
favorable to us as those that could have been obtained in true arms-length
negotiations. However, we believe that all Related Party Transactions were fair
as to the Company at the time they were authorized or approved and therefore are
valid under applicable Nevada law. Moreover, because of Messrs. Wright's and
Spickelmier's position with us, there can be no assurance that we would enforce
a claim against either of them arising out of any of the Related Party
Transactions.

                          Risks Related to our Business

         OIL AND GAS PRICES ARE VOLATILE, HAVE BEEN LOW IN RECENT YEARS, AND
COULD BE LOW AGAIN IN THE FUTURE.

         Our revenues, profitability and future growth and the carrying value of
our properties will depend substantially on the prices we realize for our oil
and gas production. Our realized prices will also affect the amount of cash flow
available for capital expenditures and our ability to borrow and raise
additional capital. Oil and gas are commodities and, therefore, their prices are
subject to wide fluctuations in response to relatively minor changes in supply
and demand. Historically, the markets for oil and gas have been volatile, and
they are likely to continue to be volatile in the future. For example, natural
gas prices increased significantly in late 2000 and steadily declined in 2001.
In 2002, natural gas and oil prices started a steady climb, which continued
until almost the end of May 2004, at which time prices began to fall. Oil prices
started to recover again in July 2004 (although they suffered an interim decline
from which they have largely recovered), while natural gas prices started to
recover again in early September 2004. Despite the fairly high current prices
for natural gas and oil, there can be no assurance that low prices will not be
experienced again in the future. Among the factors that can cause price
volatility are:

       * worldwide or regional demand for energy, which is affected by
         economic conditions;
       * the domestic and foreign supply of oil and gas;
       * weather conditions;
       * domestic and foreign governmental regulations;
       * political conditions in gas or oil producing regions;
       * the ability of members of the Organization of Petroleum Exporting
         Countries to agree upon and maintain oil prices and production levels;
         and
       * the price and availability of alternative fuels.

Oil and gas price movements cannot be predicted with certainty. Lower oil and
gas prices may not only decrease our revenues on a per unit basis but also may
reduce the amount of oil and gas that we can produce economically. A substantial
or extended decline in oil and gas prices may materially and adversely affect
our future business, financial condition, results of operations, liquidity and
ability to finance capital expenditures.

                                        8
<PAGE>
         THE SUCCESS OF OUR BUSINESS DEPENDS ON OUR ABILITY TO SELECT OIL AND
GAS PROJECTS THAT ULTIMATELY PROVE SUCCESSFUL ECONOMICALLY.

         We intend to drill exploratory test wells on properties with no proved
oil and gas reserves, although such properties will typically be situated in
areas of proved production reserves. Drilling of oil and gas wells always
involves the risk that no commercially productive oil or gas reservoirs will be
encountered. While all drilling (whether developmental or exploratory) involves
this risk, exploratory drilling involves greater risks of dry holes or failure
to find commercial quantities of oil and gas. Because of our proposed
exploratory drilling activities, we are especially likely to experience
exploration and abandonment expenses from time to time in the future. The
economic success of any project will depend on a number of factors, including
our ability to discern and estimate the volumes of recoverable reserves relating
to the project, rates of future production, future commodity prices, operating
costs, and possible environmental liabilities. All of these factors affect
whether or not a project will ultimately generate cash flows sufficient to
provide a suitable return on investment. Our assessments and estimations of
these factors (which are inherently inexact and uncertain) may prove inaccurate.
Moreover, there is no specific criterion for selecting the oil and gas projects
that we will decide to pursue. Accordingly, we will have significant flexibility
in selecting such projects. There can be no assurance that we will be able to
identify economically successful oil and gas projects or that we will be able to
pursue these projects successfully even if identified. Our failure to select
economically successful oil and gas project will materially and adversely affect
our business, results of operations and financial condition. Even if we create
reserves through our exploration activities, our reserves will decline as they
are produced. We will be constantly constrained to add new reserves through
further exploration or further development of our existing properties. There can
be no assurance that our exploration and development activities will be
successful in adding new reserves. If we fail to replace reserves, our level of
production and cash flows will be adversely impacted.

         THE SELECTION OF OIL AND GAS PROJECTS INVOLVES NUMEROUS RISKS UNRELATED
TO THE PRESENCE OR ABSENCE OF RECOVERABLE RESERVES RELATING TO THE PROJECT.

         Even though we intend to perform a review (that we believe is
consistent with industry practices) of each project we decide to pursue, reviews
of this nature are often limited in scope. Moreover, these reviews may not
reveal all existing or potential problems nor will they permit us to become
sufficiently familiar with the related properties to fully assess their
deficiencies and capabilities. In addition, inspections may not always be
performed on every platform or well, and structural or environmental problems
may not be observable even when an inspection is undertaken. Even when problems
are identified, the seller or lessor may be unwilling or unable to provide
effective contractual protection against all or part of the problems. We are
generally not entitled to contractual indemnification for environmental
liabilities, and we may be required to pursue many projects on an "as is" basis.
Accordingly, we may be required to make significant expenditures to cure
environmental contamination relating to acquired properties. If we are unable to
remedy or cure any title defect or potential environmental problem of a nature
such that drilling operations on the property would not be prudent, we could
suffer a loss of our entire investment in the property.

         WE ARE CURRENTLY FOCUSING OUR EXPLORATION EFFORTS IN ONLY ONE
GEOGRAPHICAL AREA, AND OUR CURRENT LACK OF GREATER DIVERSIFICATION ENTAILS
CONSIDERABLE RISKS.

         Currently, all of our oil and gas interests lie in the Barnett Shale
located in the State of Texas, although we may in the future explore areas other
than the Barnett Shale. At the present, our success depends entirely upon our
ability to locate and produce oil and gas on a profitable basis on and from our
interests in the Barnett Shale. There can be no assurance that we will be able
to do this, and that we will not encounter one or more problems arising from the
particular geological characteristics of the Barnett Shale. Our current lack of
diversification beyond the Barnett Shale may make our results of operations more
volatile than they would be if we were seeking to develop interests in more than
one area. For more information about the Barnett Shale, see "ITEMS 1 and 2.
BUSINESS AND PROPERTIES - Plan of Operation - Proposed Initial Activities"
herein

                                       9
<PAGE>
         OUR APPROACH TO TITLE ASSURANCE COULD MATERIALLY ADVERSELY AFFECT OUR
BUSINESS AND OPERATIONS.

         We intend to purchase working and revenue interests in oil and gas
leasehold interests. The existence of a material title deficiency can render a
lease worthless and can result in a large expense to our business. In some
instances, we may forego the expense of retaining lawyers to examine the title
to the mineral interest to be placed under lease or already placed under lease.
Rather, we will rely upon the judgment of oil and gas lease brokers or landmen
who perform the field work in examining records in the appropriate governmental
office before attempting to place under lease a specific mineral interest. This
is customary practice in the oil and gas industry. Prior to the drilling of an
oil and gas well, however, it is the normal practice in the oil and gas industry
for the person or company acting as the operator of the well to obtain a
preliminary title review of the spacing unit within which the proposed oil and
gas well is to be drilled to ensure there are no obvious deficiencies in title
to the well. In some instances, we, or the person or company acting as operator
of the wells located on the properties that we intend to lease, may not obtain
counsel to examine title to such spacing unit until the well is about to be
drilled. As a result of such examinations, certain curative work may have to be
performed to correct deficiencies in the marketability of the title, and such
curative work entails expense. The work might include obtaining affidavits of
heirship or causing an estate to be administered. Occasionally, the examination
made by the title lawyers reveals that the oil and gas lease or leases are
worthless, having been purchased in error from a person who is not the owner of
the mineral interest desired. In such instances, the amount paid for such oil
and gas lease or leases is generally lost. If we were to lose the amount paid
for any such oil and gas lease, such loss could materially adversely affect our
business. Since we do not intend to retain title lawyers in connection with our
acquisitions, the risk of such losses in our operations is increased. We note,
however, that we did obtain a drill site title opinion for the tract of land on
which our initial wells are being drilled.

         DEVELOPMENT ACTIVITIES ON EVEN WELL-SELECTED PROJECTS MAY BE
UNSUCCESSFUL FOR MANY REASONS, INCLUDING WEATHER, COST OVERRUNS, EQUIPMENT
SHORTAGES AND MECHANICAL DIFFICULTIES.

         The selection of attractive oil and gas projects does not ensure
success. The development of oil and gas projects involves a variety of operating
risks, including:

         *        fires;
         *        explosions;
         *        blow-outs and surface cratering;
         *        uncontrollable flows of natural gas, oil and formation water;
         *        natural disasters, such as hurricanes and other adverse
                  weather conditions;
         *        pipe, cement, subsea well or pipeline failures;
         *        casing collapses;
         *        ineffective hydraulic fracs;
         *        embedded oil field drilling and service tools;
         *        abnormally pressured formations; and
         *        environmental  hazards,  such as natural gas leaks, oil
                  spills,  pipeline ruptures and discharges of toxic gases.

If we experience any of these problems, it could affect well bores, platforms,
gathering systems and processing facilities, which could adversely affect our
ability to conduct operations.

         We could also incur substantial losses as a result of:

         *        injury or loss of life;
         *        severe damage to and destruction of property, natural
                  resources and equipment;
         *        pollution and other environmental damage;
         *        clean-up responsibilities;
         *        regulatory investigation and penalties;
         *        suspension of our operations; and
         *        repairs to resume operations.

These conditions can cause substantial damage to facilities and interrupt
production. As a result, we could incur substantial liabilities that could
reduce or eliminate the funds available for development or property
acquisitions, or result in loss of equipment and properties.

                                       10
<PAGE>
         Presently, because of budget constraints, we do not maintain insurance
in accordance with prevailing industry practices, but instead we rely upon the
insurance coverage of our operators to protect us against the types of risks,
losses and liabilities that customarily arise out of oil and gas exploration and
production activities. Our operators' insurance may prove inadequate. Our lack
of customary insurance coverage may expose us to certain risks, losses and
liabilities for the indefinite future. If we ever decide to operate our own
wells, we intend to broaden our insurance coverage. However, we may never obtain
insurance for some risks if we believe the cost of available insurance is
excessive relative to the risks presented. In addition, some risks may not be
fully insurable if insurable at all. Even if we broaden our insurance coverage,
our insurance would probably not cover all potential claims or may not
adequately indemnify us for all liability to which we will be exposed. Any
liability or legal defense expenses not covered by insurance or exceeding our
insurance coverage could materially and adversely affect our business, operating
results and financial condition. Moreover, we do not currently carry business
interruption insurance.

         Finally, the successful drilling of an oil and gas well does not ensure
a profit on investment. A variety of factors, both geological and
market-related, can cause a well to become uneconomical or only marginally
economic.

         WE WILL RELY ON A NUMBER OF THIRD PARTIES, AND SUCH RELIANCE EXPOSES US
TO A NUMBER OF RISKS.

         Our operations will depend on a number of third parties. We will have
limited control over these third parties. We will probably not have many
long-term agreements with many of them. We may rely upon various companies to
assist us in identifying desirable gas and oil prospects to acquire and provide
us with technical assistance and services. We also may rely upon the services of
geologists, geophysicists, chemists, engineers and other scientists to explore
and analyze our prospects to determine a method in which the prospects may be
developed in a cost-effective manner. In addition, we intend to rely upon the
owners and operators of oil rigs and drilling equipment, and upon providers of
oilfield services, to drill and develop our prospects to production. Moreover,
if any of our wells proves to hold commercially producible gas, we will have to
rely on third party gathering or pipeline facilities to transport and purchase
our production. Overall, our inability to maintain satisfactory relationships
with the requisite third parties on acceptable commercial terms, or the failure
of such third parties to maintain the quality of services they provide at a
satisfactory standard, could materially adversely affect our business, results
of operations and financial condition.

         THE UNAVAILABILITY OR HIGH COST OF DRILLING RIGS, EQUIPMENT, SUPPLIES,
PERSONNEL AND OILFIELD SERVICES COULD MATERIALLY ADVERSELY AFFECT US.

         Either shortages or increases in the cost of drilling rigs, equipment,
supplies or personnel could delay or adversely affect our operations, which
could materially adversely affect our business, financial condition and results
of operations. Drilling activity in the area of our proposed initial activities
is extremely high. Increased drilling activity could decrease the availability
of rigs and oilfield services. As a further result of the increased drilling
activity, associated costs (including those related to drilling rigs, equipment,
supplies and personnel and the services and products of other vendors to the
industry) could increase as well. These costs may increase further, and
necessary equipment and services may not be available to us at economical
prices.

         WE MAY INCUR SUBSTANTIAL IMPAIRMENT WRITEDOWNS IN THE FUTURE.

         If and when we are successful in establishing proved oil and gas
properties, we will review such properties in the future for impairment when
circumstances suggest there is a need for such a review. For each property
determined to be impaired, we will recognize an impairment loss equal to the
difference between the carrying value and the fair value of the property on our
balance sheet. Fair value is estimated to be the present value of expected
future net cash flows computed by applying estimated future oil and gas prices
(as determined by management) to the estimated future production of oil and gas
reserves over the economic life of a property. Future cash flows are based upon
an independent engineer's estimate of proved reserves. In addition, other
factors such as probable and possible reserves are taken into consideration when
justified by economic conditions and actual or planned drilling. If oil and gas
prices decrease or if the recoverable reserves on a property are revised
downward, we may be required to record impairment writedowns in the future,
which would result in a negative impact to our financial position.

                                       11
<PAGE>
         OUR HEDGING DECISIONS MAY IMPACT OUR POTENTIAL GAINS FROM CHANGES IN
COMMODITY PRICES AND MAY RESULT IN LOSSES.

         To reduce our exposure to fluctuations in the prices of oil and gas, we
may in the future enter into hedging arrangements with respect to a portion of
our expected production. Hedging arrangements expose us to risk of financial
loss in some circumstances, including the following:

         *        production is less than expected;
         *        the other party to the hedging contract defaults on its
                  contract obligations;
         *        we could be required to post additional cash to cover margin
                  requirements,  which could  materially adversely affect our
                  liquidity;
         *        we could be unable to meet additional margin requirements,
                  which could result in the closing of our positions thereby
                  leading to a financial loss as well as the possible loss of
                  the anticipated benefits of the related hedging transactions;
                  and
         *        there is a change in the expected differential between the
                  underlying price in the hedging agreement and actual prices
                  received.

         These hedging arrangements may limit the benefit we would receive from
increases in the prices for oil and gas. Furthermore, if we choose not to engage
in hedging arrangements in the future, we may be more adversely affected by
changes in oil and gas prices than had we engaged in hedging arrangements.

         WE ARE SUBJECT TO COMPLEX LAWS AND REGULATIONS, INCLUDING ENVIRONMENTAL
REGULATIONS, WHICH CAN ADVERSELY AFFECT THE COST, MANNER OR FEASIBILITY OF DOING
BUSINESS.

         Development, production and sale of oil and gas are subject to
extensive laws and regulations, including environmental laws and regulations. We
may be required to make large expenditures to comply with environmental and
other governmental regulations. Matters subject to regulation include:

         *        discharge permits for drilling operations;
         *        bonds for ownership, development and production of oil and gas
                  properties;
         *        reports concerning operations; and
         *        taxation.

         Under these laws and regulations, we could be liable for personal
injuries, property damage, oil spills, discharge of hazardous materials,
remediation and clean-up costs and other environmental damages. Failure to
comply with these laws and regulations also may result in the suspension or
termination of our operations and subject us to administrative, civil and
criminal penalties. Moreover, these laws and regulations could change in ways
that substantially increase our costs. Accordingly, any of these liabilities,
penalties, suspensions, terminations or regulatory changes could materially
adversely affect our financial condition and results of operations.

                                       12
<PAGE>
         OUR COMPETITORS MAY HAVE GREATER RESOURCES, WHICH COULD ENABLE THEM TO
PAY A HIGHER PRICE FOR PROPERTIES AND TO BETTER WITHSTAND PERIODS OF LOW MARKET
PRICES FOR OIL AND NATURAL GAS.

         The petroleum and natural gas industry is intensely competitive, and we
compete with other companies that have substantially larger financial resources,
operations, staffs and facilities. Many of these companies not only explore for
and produce crude oil and natural gas but also carry on refining operations and
market oil and other products on a regional, national or worldwide basis. Such
companies may be able to pay more for productive oil and natural gas properties
and exploratory prospects or define, evaluate, bid for and purchase a greater
number of properties and prospects than our financial or human resources permit.
In addition, such companies may have a greater ability to continue exploration
activities during periods of low hydrocarbon market prices. Our ability to
acquire additional properties and to discover reserves in the future will be
dependent upon our ability to evaluate and select suitable properties and to
consummate transactions in a highly competitive environment. For more
information regarding the competition to which we will be exposed, see "ITEMS 1
and 2. BUSINESS AND PROPERTIES - Competition."

                        Risks Related to our Common Stock

         OUR AUTHORIZED PREFERRED STOCK EXPOSES HOLDERS OF OUR COMMON STOCK TO
CERTAIN RISKS.

         Our Restated Articles of Incorporation, as amended, authorize the
issuance of up to 10,000,000 shares of preferred stock, par value $.01 per
share. The authorized but unissued preferred stock constitutes what is commonly
referred to as "blank check" preferred stock. This type of preferred stock may
be issued by the Board of Directors from time to time on any number of
occasions, without stockholder approval, as one or more separate series of
shares comprised of any number of the authorized but unissued shares of
preferred stock, designated by resolution of the Board of Directors stating the
name and number of shares of each series and setting forth separately for such
series the relative rights, privileges and preferences thereof, including, if
any, the: (i) rate of dividends payable thereon; (ii) price, terms and
conditions of redemption; (iii) voluntary and involuntary liquidation
preferences; (iv) provisions of a sinking fund for redemption or repurchase; (v)
terms of conversion to common stock, including conversion price, and (vi) voting
rights. Such preferred stock may provide our Board of Directors the ability to
hinder or discourage any attempt to gain control of us by a merger, tender offer
at a control premium price, proxy contest or otherwise. Consequently, the
preferred stock could entrench our management. The market price of our common
stock could be depressed to some extent by the existence of the preferred stock.
As of the date of this Annual Report, no shares of preferred stock had been
issued.

         WE HAVE CERTAIN OBLIGATIONS AND THE GENERAL ABILITY TO ISSUE ADDITIONAL
SHARES OF COMMON STOCK IN THE FUTURE, AND SUCH FUTURE ISSUANCES MAY DEPRESS THE
PRICE OF OUR COMMON STOCK.

         We have various obligations and the ability to issue additional shares
of common stock in the future. These obligations and abilities include the
following:

         *        Approximately 304,944 registered shares of our common stock
                  are available as of March 14, 2005 for issuance to outside
                  consultants to compensate them for services provided; and
         *        Warrants to purchase approximately 1,477,500 registered shares
                  of common stock are outstanding as of March 14, 2005.

         The warrants described above permit the holders to purchase shares of
common stock at specified prices. These purchase prices may be less than the
then current market price of our common stock. Any shares of common stock issued
pursuant to these warrants would further dilute the percentage ownership of
existing stockholders. The terms on which we could obtain additional capital
during the life of these warrants may be adversely affected because of such
potential dilution. Finally, we may issue additional shares in the future other
than as listed above. There are no preemptive rights in connection with our
common stock. Thus, the percentage ownership of existing stockholders may be
diluted if we issue additional shares in the future. For issuances of shares and
grants of options to consultants, our Board of Directors will determine the
timing and size of the issuances and grants and the consideration or services
required therefor. Our Board of Directors intends to use its reasonable business
judgment to fulfill its fiduciary obligations to our then existing stockholders
in connection with any such issuance or grant. Nonetheless, future issuances of
additional shares could cause immediate and substantial dilution to the net
tangible book value of shares of common stock issued and outstanding immediately
before such transaction. Any future decrease in the net tangible book value of
such issued and outstanding shares could materially and adversely affect the
market value of the shares.

                                       13
<PAGE>
         SALES OF LARGE QUANTITIES OF OUR COMMON STOCK COULD REDUCE THE PRICE OF
OUR COMMON STOCK.

         Any sales of large quantities of shares of our common stock could
reduce the price of our common stock. We recently registered the sale by
stockholders of 17,772,077 shares of our common stock. The holders of these
shares may offer to sell such shares at any price and at any time determined by
them without limitation. If holders sell large quantities of shares of our
common stock, our common stock price may decrease and the public market for our
common stock may otherwise be adversely affected because of the additional
shares available in the market.

          OUR COMMON STOCK HAS EXPERIENCED ONLY EXTREMELY LIMITED TRADING.

         Our common stock had been quoted and traded on the over-the-counter
market in the United States under the symbol "EVTP." In connection with the
change of our corporate name in 2004, the trading symbol of our common stock
changed to "WEGC." Near the end of March 2004, our common stock began trading
again (initially in very limited quantities) in the "Electronic Pink Sheets" of
the National Quotation Bureau. Management believes that, prior to the sporadic
sales beginning near the end of March 2004, no public sale of our common stock
had occurred since June 2002. An application for our common stock to trade in
the over-the-counter market on the OTC Electronic Bulletin Board was recently
accepted. However, although the volume of trading in our common stock has
recently increased, there can be no assurance as to the prices at which the
shares of our common stock will trade. Until shares of our common stock become
more broadly held and orderly markets develop and even thereafter, the prices of
our common stock may fluctuate significantly. Prices for our common stock will
be determined in the marketplace and may be influenced by many factors,
including the following:

         *        The depth and liquidity of the markets for our common stock;
         *        Investor perception of us and the industry in which we
                  participate;
         *        General economic and market conditions;
         *        Responses to quarter-to-quarter variations in operating
                  results;
         *        Failure to meet securities analysts' estimates;
         *        Changes in financial estimates by securities analysts;
         *        Conditions, trends or announcements in the oil and gas
                  industry;
         *        Announcements  of  significant  acquisitions,   strategic
                  alliances, joint ventures or capital commitments by us or our
                  competitors;
         *        Additions or departures of key personnel;
         *        Sales of our common stock;
         *        Accounting pronouncements or changes in accounting rules that
                  affect our financial statements; and
         *        Other factors and events beyond our control.

          The market price of our common stock could experience significant
fluctuations unrelated to our operating performance. As a result, a stockholder
(due to personal circumstances) may be required to sell such stockholder's
shares of our common stock at a time when our stock price is depressed due to
random fluctuations, possibly based on factors beyond our control.

         THE MARKET PRICE OF OUR COMMON STOCK HAS RISEN SIGNIFICANTLY IN A VERY
SHORT PERIOD OF TIME.

         The market price of our common stock increased from a last reported
sale of approximately $.01 per share prior to near the end of March 2004 to up
to an intra-day high of $5.75 per share March 11, 2005. There can be no
assurance that the market price of our common stock will remain at or near its
current level, which is high from the standpoint of recent trading in our common
stock.

                                       14
<PAGE>
         THE TRADING PRICE OF OUR COMMON STOCK MAY ENTAIL ADDITIONAL REGULATORY
REQUIREMENTS, WHICH MAY NEGATIVELY AFFECT SUCH TRADING PRICE.

         The trading price of our common stock historically has been below $5.00
per share. As a result of this price level, trading in our common stock is
subject to the requirements of certain rules promulgated under the Exchange Act.
These rules require additional disclosure by broker-dealers in connection with
any trades generally involving any non-NASDAQ equity security that has a market
price of less than $5.00 per share, subject to certain exceptions. Such rules
require the delivery, before any penny stock transaction, of a disclosure
schedule explaining the penny stock market and the risks associated therewith,
and impose various sales practice requirements on broker-dealers who sell penny
stocks to persons other than established customers and accredited investors
(generally institutions). For these types of transactions, the broker-dealer
must determine the suitability of the penny stock for the purchaser and receive
the purchaser's written consent to the transaction before sale. The additional
burdens imposed upon broker-dealers by such requirements may discourage broker-
dealers from effecting transactions in our common stock. As a consequence, the
market liquidity of our common stock could be severely affected or limited by
these regulatory requirements.

          BECAUSE OUR BOARD OF DIRECTORS DOES NOT INTEND TO PAY DIVIDENDS ON OUR
COMMON STOCK IN THE FORESEEABLE FUTURE, STOCKHOLDERS MAY HAVE TO SELL THEIR
SHARES OF OUR COMMON STOCK TO REALIZE A RETURN ON THEIR INVESTMENT IN THE
COMPANY.

         The holders of our common stock are entitled to receive dividends when,
as and if declared by our Board of Directors out of funds legally available
therefor. To date, we have paid no dividends. Our Board of Directors does not
intend to declare any dividends in the foreseeable future, but instead intends
to retain all earnings, if any, for use in our business operations. Accordingly,
a return on an investment in shares of our common stock may be realized only
through a sale of such shares, if at all.

                                PLAN OF OPERATION

Proposed Initial Activities

         Currently, the Company's primary area of interest is in the Barnett
Shale located in the state of Texas. The Company has acquired as of March 23,
2005 total leased acreage of 40,666 gross acres and 38,976 net acres in Jack,
Wise, Denton, Hill, Ellis, Hamilton Comanche and Mills Counties in Texas in the
Barnett Shale. All of this acreage (other than 40 gross acres and 30 net acres)
is "undeveloped acreage," which the U.S. Securities and Exchange Commission (the
"Commission") defines as "lease acreage on which wells have not been drilled or
completed to a point that would permit the production of commercial quantities
of oil and gas regardless of whether such acreage contains proved reserves." Of
the Company's acreage, 40 gross acres and 30 net acres would be regarded as
"developed" acreage. The Company completed its first well, the Lucille Pruitt
#1, during November 2004. This was completed in two stages and produced at an
average flow rate of 685 MMBtu per day of natural gas equivalent during the
first 30 days of production. The Company is the operator of this well, and the
Company owns a 75% working interest in this well, which is located approximately
25 miles northwest of Denton, Texas. A report prepared by Netherland, Sewell &
Associates, Inc. ("NSA") indicated that the Lucille Pruitt #1 had as of December
31, 2004 net reserves of 1,679 barrels of oil and 90,789 MCF of natural gas, and
total future net revenue of $356,400, which had a then present worth at 10% of
$293,500. The oil price used in computing the preceding revenue figures was
based on a December 31, 2004, West Texas Intermediate posted price of $40.25 per
barrel, adjusted for quality, transportation fees, and a regional price
differential. The gas price used in computing the preceding revenue figures was
based on a December 31, 2004, Henry Hub spot market price of $6.18 per MMBTU,
adjusted for energy content, transportation fees, and a regional price
differential. Oil and gas prices were held constant in accordance with
Commission guidelines. As of the date of this Annual Report, the Company has
completed the drilling of its second well through the Build Section. The well
successfully deviated from vertical to 90+ degrees and intermediate casing has
been set and cemented to a measured depth of 8,937 ft. The Company is currently
proceeding with drilling of the horizontal section. Upon completion of drilling,
the Company expects to frac the well, set production facilities and complete all
required components of completion in due course. Moreover, as of the date of
this Annual Report, the Company has completed the data acquisition and
preliminary processing of a three-dimensional seismic survey in northern Hill
County, Texas. Additional processing is underway, and upon completion of
processing the Company will evaluate the results for drilling prospects. The
Company cannot assure anyone that it will find any additional commercially
producible amounts of oil and gas.

                                       15
<PAGE>
         An article in the January 19, 2004 edition of the Oil & Gas Journal
described the Barnett Shale as "one of the hottest areas of drilling activity in
the continental US." Houston-based Mitchell Energy made the first economic
completion in the Barnett Shale in the early 1980's. At the end of 2002, the
Barnett Shale had 1,870 producing wells. During summer 2003, it had an average
rig count of 50. The Barnett Shale now is considered as a world-class,
unconventional, blanket gas reservoir. At current gas prices, wells drilled in
this area are regarded as low-risk, high-reward propositions because of their
long-term, steady production. Once focused largely in Denton and Wise counties,
expansion has occurred into a number of other counties. Productive
characteristics vary widely across the Barnett Shale, reflecting the geologic
variability of the formation itself. Moreover, the Barnett Shale has presented
difficulty in establishing sufficient recovery efficiency, but highly detailed
reservoir characterization studies and more refined drilling, completion, and
fracturing practices have improved well deliverability and economics. The
largest operator in the Barnett Shale is Devon Energy Corp, which reported total
revenues from all activities in 2003 of $7.0 billion. Devon now operates about
1,500 wells in the Barnett core area, representing about 60-70% of the producing
wells in the total Barnett area. It holds about 120,000 acres in the core area
and 430,000 acres outside. In 2004, Devon plans to drill about 150 wells in the
Barnett shale.

         The initial phase of the Company's plan of operation will involve
drilling and testing wells on the Company's currently leased acreage in the
Barnett Shale to prove reserves, completing promising test wells, extracting the
oil, gas and other hydrocarbons that the Company finds, and delivering them to
market. The Company believes that this acreage is sufficient for the Company's
initial phase of drilling, which consists of between 10 and 20 wells. If the
initial phase of the Company's plan of operation is fully implemented, the
Company will drill, test and complete these wells over the next two years. Some
of the Company's current leases are subject to the Company's confirmation that
the related lessors have satisfactory title to their acreage. Until such
confirmation, the Company will not make payments pursuant to the leases. If the
Company is unable to confirm that any related lessor has satisfactory title to
any of this additional acreage, then the Company will not make any payments, and
the lease will terminate in the near future as a result. The Company is also in
the process of acquiring rights in additional acreage.

         Based on recent price increases, the Company anticipates that each
vertical well in its targeted area will cost approximately $1.0 million to
complete and that each horizontal well in its targeted area will cost
approximately $2.0 million to complete, but such costs will depend on the
drilling depth of a particular well. The Company's anticipated costs of drilling
operations are based on estimates obtained from third-party service providers
whom the Company believes will be available to it to provide the services that
the Company will need. However, the actual costs of such operations may be more
or less than the estimates contained herein. If actual costs of operations
exceed the Company's estimates to any significant degree, the Company may
require additional funding to achieve its initial objectives.

         Before committing substantial resources, including obtaining necessary
permits and preparing for drilling on any particular leased property, the
Company plans to complete its due diligence on its leased property. However, the
Company may not in some instances incur the expense of retaining lawyers to
examine the title to the Company's mineral interests. This practice could expose
the Company to certain risks, which are described in the "RISK FACTORS - OUR
APPROACH TO TITLE ASSURANCE COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS AND
OPERATIONS." The Company did obtain a drill site title opinion for the tract of
land on which the Company's initial wells are being drilled.

         The Company will select future drill sites based on a variety of
factors, including information gathered from historic records and drill logs,
proximity to existing pipelines, ease of access for drilling equipment, seismic
data, the presence of oil and natural gas in the immediate vicinity, and
consultations with the Company's geologist, geophysicist, operator, driller and
frac companies. Because a majority of this research information has already been
obtained, the Company believes that the cost of identifying drill sites will be
low relative to other costs. With the exception of the evaluation of the
geological structures that the Company encounters during the drilling process,
the cost of which has been factored into the Company's estimated drilling costs,
the Company does not anticipate needing any further product research except
possibly 3-D seismic.

                                       16
<PAGE>
          Once the Company has identified a proposed drilling site, it will
engage the services of a third party operator licensed to operate oil and gas
wells in the State of Texas. The operator will be responsible for permitting the
well, which will include obtaining permission from state authorities relative to
spacing requirements and any other state and federal environmental clearances
required at the commencement of the permitting process. Additionally, the
operator will formulate and deliver to all interest owners an operating
agreement establishing each participant's rights and obligations in that
particular well based on the location of the well and the ownership. In addition
to the permitting process, the operator will be responsible for hiring the
driller, frac company, construction contractor and other third parties to
provide services for all aspects of the drilling operation except for geological
services, and supervising their efforts, and actually drilling the well to the
target zone. Should the well be successful, the operator would thereafter be
responsible for completing the well and connecting it to the most appropriate
transmission facility for the hydrocarbons produced. The Company expects to pay
the operator commercially prevailing rates. The Company intends to make sure
that the operator selected has insurance believed to be adequate.

         The operator will be the caretaker of the well once production has
commenced. As such, the operator will be responsible for paying bills related to
the well, billing working interest owners for their proportionate expenses in
drilling and completing the well, and selling the production from the well.
Unless each interest owner sells its production separately, the operator will
collect purchase payments from the purchaser of the production, and, once a
division order has been established and confirmed by the interest owners, the
operator will issue the checks to each interest owner in accordance with its
appropriate interest. The operator will not perform these functions when each
interest owner sells its production separately, in which case the interest
owners will undertake these activities separately. After production commences on
a well, the operator also will be responsible for maintaining the well and the
wellhead site during the entire term of the production or until such time as the
operator has been replaced.

         Although the Company presently does not intend to seek status as a
licensed operator, if in the future the Company believes that seeking licensed
operator status is appropriate and the Company has adequate staff available to
it, the Company may decide to operate its own wells.

         The Company has entered into an agreement with Brammer Engineering,
Inc., engaging this company to act as the operator of the Company's first two
wells. Brammer has represented that it was founded in 1968 and has a staff of
over 100 oil and gas professionals. Management believes that Brammer is amply
qualified to act as the operator of the Company's first well. For future wells,
the Company may use the services of Brammer or other qualified operators.
Management foresees no problem in procuring the services of qualified operators
and drillers in connection with the initial phase of the Company's plan of
operation, although a considerable increase in drilling activities in the area
of the Company's properties could make difficult (and perhaps expensive) the
procurement of operating and drilling services.

         Each well will be drilled and tested individually. If commercially
producible amounts of oil or gas are present, the well will be completed and
facilities installed to connect to gathering or pipeline facilities. Completed
wells that are producing and connected to distribution pipelines will begin
generating revenues as soon as they begin flowing although actual funds for the
sale of production may be delayed and not be received until 30 days after the
end of the month of sale or even longer. If any of the Company wells proves to
hold commercially producible gas, the Company may need to install necessary
infrastructure to permit delivery of the Company gas from the wellhead to a
major pipeline. The Company has identified the locations of all major gathering
and other facilities currently installed in the general vicinity of the
Company's targeted area and has initiated contacts with the owners of these
facilities to ascertain their specific requirements with respect to transporting
the Company's gas to pipelines for transmission, including volume and quality of
gas and connection costs. Management believes that these pipelines basically
purchase all available gas that they can. However, some of the owners of these
pipelines produce their own gas, which they also transport along with other
third-party gas such as that the Company intends to produce. Most of the
pipelines in the area of the Company's current oil and gas interests are not
required by law to transport any gas that the Company may produce. As a result,
if pipelines in the area reach capacity, any productive natural gas well
developed by the Company could be "shut-in" because of a lack of available
natural gas pipeline capacity.

                                       17
<PAGE>
         The cost of installing an infrastructure to deliver the Company's gas
to a pipeline or gatherer will vary depending upon the distance the gas must
travel from the wellhead to the tap, tap fees, and whether the gas first must be
treated to meet the purchasing company's quality standards. To minimize the
costs of transporting gas to existing pipelines, the Company intends to drill as
close to existing pipelines as practicable. However, ultimate connection costs
cannot now be accurately predicted.

         The Company recently entered into a standard gas sales agreement with
Dynegy, Inc. pursuant to which Dynegy has agreed to purchase from the Company
all production that is realized from the approximately 352-acre tract upon which
the Company's first well was drilled and future Company wells are expected to be
drilled.

Capital Requirements

         From the time that the Company changed its business to oil and gas
exploration and development in February 2004 through the beginning of November
2004, the Company financed its business through a series of financings that
could be regarded as involving "seed" capital or bridge financing. These
financings were undertaken to sustain the Company until it could raise more
long-term capital. Many of these financings were funded in whole or in part by
members of the Company's management, either directly or through entities
controlled by them. (For more information regarding management's participation
in these financings, see "ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS." A total of $1.11 million in debt financing was obtained. As
discussed herein, all of this indebtedness has either been repaid or converted
into equity. In connection with these borrowings, the Company granted warrants
to purchase up to an aggregate of 820,000 shares of the Company's common stock
for a per-share exercise price of $.50. These warrants have a term of and are
exercisable for five years. With regard to equity financings, in February 2004
the Company raised some "seed" capital from management by selling to them,
directly or through entities controlled by them, a total or 4,080,000 shares of
the Company's common stock for a per-share purchase price of $.01. During the
quarter ended June 30, 2004, the Company completed a second round of equity
financing by selling 385,500 units of the Company's securities to a total of 17
accredited investors. Each unit was comprised of two shares of the Company's
common stock and a warrant to purchase one share of the Company's common stock
at a per share price of $2.50. The warrants have a term of and are exercisable
for two years. The purchase price for a unit was $2.00, with the Company
receiving aggregate offering proceeds of $771,000 from the offering.

         On November 2, 2004, the Company completed the private placement of an
aggregate of 10,000,000 shares of its common stock, $.01 par value, at a price
of $2.00 per share. The cash offering resulted in $20 million in gross proceeds
and approximately $18.5 million in net proceeds to the Company after deducting
placement-related costs. The shares were issued to a total of 48 investors, all
of whom are accredited. The Company's placement agent received a placement fee
in the amount of $1,400,000, and was granted a five-year warrant to purchase
300,000 shares of common stock at a purchase price of $2.00 per share. A portion
of the proceeds from this private placement was used to retire indebtedness in
the aggregate original principal amount of $810,000 plus interest. All of this
indebtedness was either owed directly to members of the Company's management or
owed to entities controlled by members of the Company's management. Some of this
indebtedness was secured by all of the Company's assets, including the Company's
current oil and gas interests as well as all such interests to be acquired in
the future. In connection with the payment of this indebtedness, the liens on
the Company's assets were released. In addition, in connection with the closing
of the private placement, a holder of a short-term convertible promissory note
having a principal balance of $300,000 converted the principal balance of the
promissory note into 150,000 shares of the Company's common stock. As a result
of these transactions, the Company does not now have any secured indebtedness or
any indebtedness on any promissory note. The Company expects that, if its plan
of operation progresses in accordance with its terms, the Company will in the
future seek third party debt financing to further such plan. Management believes
that the funds generated from this private placement will be sufficient to cover
the cash needs of the Company for the next 12 months, although there can be no
assurance in this regard.

                                       18
<PAGE>
         During November 2004, the Company completed its first well, the Lucille
Pruitt #1. This well is located on the Company's approximately 352-acre tract of
leased land approximately 25 miles northwest of Denton, Texas. This well
established only a very limited volume of proved reserves. As of the date of
this Annual Report, the Company has completed the drilling of its second well
through the Build Section. The well successfully deviated from vertical to 90+
degrees and intermediate casing has been set and cemented to a measured depth of
8,937 ft. The Company is currently proceeding with drilling of the horizontal
section. Upon completion of drilling, the Company expects to frac the well, set
production facilities and complete all required components of completion in due
course. Moreover, as of the date of this Annual Report, the Company has
completed the data acquisition and preliminary processing of a three-dimensional
seismic survey in northern Hill County, Texas. Additional processing is
underway, and upon completion of processing the Company will evaluate the
results for drilling prospects.

         Production from any successful efforts in the Company's exploration and
drilling efforts would provide the Company with cash flow, and proven reserves
would increase the value of the Company's leased rights and should enable the
Company to obtain bank financing (after the wells have produced for a period of
time to satisfy the related lender). Cash flow and conventional bank financing
are as critical to the Company's plan of operation as the equity infusion from
the Company's recent private placement that resulted in approximately $18.5
million in net proceeds. Management believes that, if the Company's plan of
operation progresses (and production is realized) as planned, sufficient cash
flow and conventional bank financing will be available for purposes of properly
pursuing the Company's plan of operation, although the Company can make no
assurances in this regard.

         To conserve on the Company's capital requirements, during fiscal 2004
the Company issued 149,500 shares of its common stock in lieu of cash for
services provided by outside consultants valued at $234,275. The Company also
issued 30,000 shares of its common stock valued at $43,500 to outside
consultants in connection with the acquisition of certain oil and gas
properties. The Company may in the future continue this approach of issuing
shares from time to time in lieu of cash payments to outside consultants.

         Moreover, to conserve on the Company's capital requirements, the
Company intends occasionally to seek other industry investors who are willing to
participate in the Company's exploration and production activities. The Company
expects to retain a promotional interest in these prospects, but generally the
Company will have to finance a portion (and sometimes a significant portion) of
the acquisition and drilling costs. Also, the Company may acquire interests in
properties by issuing shares of its common stock.

Future Activities

         If the Company is successful in its initial exploratory activities, the
Company will continue with the subsequent exploration and development of its
current properties and additional properties to be acquired in the future. The
continuation of the Company's plan of operation depends on the development of
operating wells that are producing gas and generating revenues. The Company
intends to lease additional available land to the extent that it believes such
land will further the Company's exploration and development activities. Such
leases could be in the Barnett Shale, other regions in Texas, or in areas
outside of the state of Texas.

                              MARKETS AND MARKETING

         The petroleum industry has been characterized by fluctuating crude oil
and natural gas commodity prices and relatively stable supplier costs during the
past five years. However, during and just prior to 2000, the Organization of
Petroleum Exporting Countries ("OPEC") and certain other oil exporting nations
reduced their oil export volumes. Those reductions in oil export volumes had a
positive impact on world oil prices, as did overall gas supply and demand
fundamentals on North American gas prices. During 2001, world oil and North
American gas supply and demand fundamentals shifted, primarily as a result of an
economic recession curtailing demand, causing reductions in world oil and North
American gas prices. During 2002, world oil prices increased in response to
political unrest and supply disruptions in the Middle East and Venezuela. During
the third and fourth quarters of 2002, North American gas prices improved as
market fundamentals strengthened. This improvement continued until almost the
end of May 2004, at which time prices began to fall. Oil prices started to
recover again in July 2004 (although they suffered an interim decline from which
they have largely recovered), while natural gas prices started to recover again
in early September 2004. Worldwide oil and North American gas prices currently
remain favorable. However, the outlook for future commodity prices is uncertain.
Significant factors that will impact future commodity prices include the final
resolution of issues currently impacting the Middle East and Venezuela; the
extent to which members of OPEC and other oil exporting nations are able to
manage oil supply through export quotas; and overall North American gas supply
and demand fundamentals.

                                       19
<PAGE>
         The Company does not expect to refine any of its production, although
the Company may have to process some of its production to transport it or to
meet the purchasing company's quality standards. Instead, the Company expects
that all or nearly all of its production will be sold to a relatively small
number of customers. Production from the Company's properties will be marketed
consistent with industry practices. The availability of a ready market for the
Company's production will depend upon a number of factors beyond the Company's
control, including the availability of other domestic production, price, crude
oil imports, the proximity and capacity of oil and gas pipelines, and general
fluctuations in supply and demand. Although the effect of these factors cannot
be accurately predicted or anticipated, the Company does not anticipate any
unusual difficulty in contracting to sell its production of oil and gas to
purchasers and end-users at prevailing market prices and under arrangements that
are usual and customary in the industry. However, there can be no assurance that
market, economic and regulatory factors will not in the future materially
adversely affect the Company's ability to sell its production. The Company will
strive to develop markets with end-users, local distribution companies, and
natural gas brokers for gas produced from successful exploratory wells and
development wells. The Company expects that most of the natural gas that the
Company is able to find (if any) will be transported through gas gathering
systems and gas pipelines that are not owned by the Company. The Company's
current leased land is in fairly close proximity to gas pipelines suitable for
carrying the Company's production. Transportation space on gas gathering systems
and pipelines is occasionally limited and at times unavailable due to repairs or
improvements being made to the facilities or due to use by other gas shippers
with priority transportation agreements or who own or control the relevant
pipeline. If transportation space is restricted or is unavailable, the Company's
cash flow from the affected properties could be adversely affected. The Company
does not now have any long-term sales contracts for any crude oil and natural
gas production that it realizes, but it expects that it will generally sell any
production that it develops pursuant to these types of contracts. The Company
does not believe that it will have any difficulty in entering into long-term
sales contracts for its production, although there can be no assurance in this
regard.

         Sales prices for oil and gas production are negotiated based on factors
normally considered in the industry, such as the spot price for gas or the
posted price for oil, price regulations, regional price variations, distance
from the well to the pipeline, well pressure, estimated reserves, commodity
quality and prevailing supply conditions. Historically, prices of crude oil and
natural gas market have experienced high volatility. This high volatility is a
result of ever changing perceptions throughout the industry centered on supply
and demand. Although the Company cannot predict the occurrence of events that
may affect oil and gas prices or the degree to which oil and gas prices will be
affected, the prices for any oil or gas that the Company produces should be
equivalent to current market prices in the geographic region, and the Company
will strive to obtain the best price in the area of its production. The
Company's revenues, profitability and future growth will depend substantially on
prevailing prices for crude oil and natural gas. Decreases in the prices of oil
and gas would likely adversely affect the carrying value of any proved reserves
Company is successful in establishing and the Company's prospects, revenues,
profitability and cash flow.

                                   COMPETITION

         The Company operates in the highly competitive areas of oil and gas
exploration, development and production. The Company believes that the level of
competition in these areas will continue into the future and may even intensify.
In the areas of oil and gas exploration, development and production, competitive
advantage is gained through superior capital investment decisions, technological
innovation and costs management. The Company's competitors include major oil and
gas companies, a large number of independent oil and gas companies, and numerous
individuals. Competition focuses primarily on the acquisitions of properties
that appear attractive for the exploration for oil and gas. The principal
competitive factors in the acquisition of oil and gas properties include the
staff and data necessary to identify, investigate and purchase such properties
and the financial resources necessary to acquire and develop them. The Company
also will compete for the equipment and labor required to operate and to develop
its properties. Most of the Company's competitors have substantially larger
operating staffs and greater financial and other resources. In addition, larger
competitors may be able to absorb the burden of any changes in federal, state
and local laws and regulations more easily than the Company can, which would
adversely affect the Company's competitive position. These competitors may be
able to pay more for natural gas and oil properties and may be able to define,
evaluate, bid for and acquire a greater number of properties than the Company
can. In addition, most of the Company's competitors have been operating for a
much longer time than the Company has and have demonstrated the ability to
operate through a number of industry cycles. The Company's ability to acquire
additional properties and to discover reserves in the future will depend upon
its ability to evaluate and select suitable properties and to consummate
transactions in this highly competitive environment. The effect of the intense
competition that the Company will face cannot now be determined.

                                       20
<PAGE>
                                   REGULATION

Oil and Gas Regulation

         The availability of a ready market for oil and gas production depends
upon numerous factors beyond the Company's control. These factors include state
and federal regulation of oil and gas production and transportation, as well as
regulations governing environmental quality and pollution control, state limits
on allowable rates of production by a well or proration unit, the amount of oil
and gas available for sale, the availability of adequate pipeline and other
transportation and processing facilities and the marketing of competitive fuels.
For example, a productive gas well may be "shut-in" because of an over-supply of
gas or lack of an available gas pipeline in the areas in which the Company may
conduct operations. State and federal regulations are generally intended to
prevent waste of oil and gas, protect rights to produce oil and gas between
owners in a common reservoir, and control contamination of the environment.
Pipelines and gas plants are also subject to the jurisdiction of various
Federal, state and local agencies which may affect the rates at which they are
able to process or transport gas from the Company's properties.

         The Company's sales of natural gas will be affected by the
availability, terms and costs of transportation. The rates, terms and conditions
applicable to the interstate transportation of gas by pipelines are regulated by
the Federal Energy Regulatory Commission ("FERC") under the Natural Gas Acts
("NGA"), as well as under Section 311 of the Natural Gas Policy Act ("NGPA").
Since 1985, the FERC has implemented regulations intended to increase
competition within the gas industry by making gas transportation more accessible
to gas buyers and sellers on an open-access, non-discriminatory basis.

         The Company's sales of oil are also affected by the availability, terms
and costs of transportation. The rates, terms, and conditions applicable to the
interstate transportation of oil by pipelines are regulated by the FERC under
the Interstate Commerce Act. FERC has implemented a simplified and generally
applicable ratemaking methodology for interstate oil pipelines to fulfill the
requirements of Title VIII of the Energy Policy Act of 1992 comprised of an
indexing system to establish ceilings on interstate oil pipeline rates. The FERC
has announced several important transportation-related policy statements and
rule changes, including a statement of policy and final rule issued February 25,
2000 concerning alternatives to its traditional cost-of-service rate-making
methodology to establish the rates interstate pipelines may charge for their
services. The final rule revises FERC's pricing policy and current regulatory
framework to improve the efficiency of the market and further enhance
competition in natural gas markets.

         In the event the Company conduct operations on federal, state or Indian
oil and gas leases, such operations must comply with numerous regulatory
restrictions, including various nondiscrimination statutes, royalty and related
valuation requirements, and certain of such operations must be conducted
pursuant to certain on-site security regulations and other appropriate permits
issued by the Bureau of Land Management ("BLM") or Minerals Management Service
("MMS") or other appropriate federal or state agencies.

         The Mineral Leasing Act of 1920 ("Mineral Act") prohibits direct or
indirect ownership of any interest in federal onshore oil and gas leases by a
foreign citizen of a country that denies "similar or like privileges" to
citizens of the United States. Such restrictions on citizens of a
"non-reciprocal" country include ownership or holding or controlling stock in a
corporation that holds a federal onshore oil and gas lease. If this restriction
is violated, the corporation's lease can be canceled in a proceeding instituted
by the United States Attorney General. Although the regulations of the BLM
(which administers the Mineral Act) provide for agency designations of
non-reciprocal countries, there are presently no such designations in effect.
Certain holders of equity interests in the Company may be citizens of foreign
countries, which at some time in the future might be determined to be
non-reciprocal under the Mineral Act.

                                       21
<PAGE>
Environmental Regulation

         - General. The Company's activities will be subject to existing
federal, state and local laws and regulations governing environmental quality
and pollution control. The Company anticipates that, absent the occurrence of an
extraordinary event, compliance with existing federal, state and local laws,
rules and regulations governing the release of materials in the environment or
otherwise relating to the protection of the environment will not have a material
effect upon the Company's operations, capital expenditures, earnings or
competitive position. The Company's activities with respect to exploration,
drilling and production from wells, natural gas facilities, including the
operation and construction of pipelines, plants and other facilities for
transporting, processing, treating or storing natural gas and other products,
will be subject to stringent environmental regulation by state and federal
authorities including the Environmental Protection Agency ("EPA"). Such
regulation can increase the cost of such activities. In most instances, the
regulatory requirements relate to water and air pollution control measures.

         - Waste Disposal. The Company currently leases properties that it will
try to use for the production of oil and gas. Although the Company intends to
utilize operating and disposal practices that are standard in the industry,
hydrocarbons or other wastes may be released on or under the properties that the
Company currently or now after owns or leases. State and federal laws applicable
to oil and gas wastes and properties have become stricter. In the future, the
Company could be required to remediate property, including ground water,
containing or impacted by releases of hydrocarbons or other wastes or to perform
remedial plugging operations to prevent future or mitigate existing
contamination. The Company may generate wastes, including hazardous wastes that
are subject to the federal Resource Conservation and Recovery Act ("RCRA") and
comparable state statutes. The EPA has limited the disposal options for certain
wastes that are designated as hazardous under RCRA ("Hazardous Wastes").
Furthermore, it is possible that certain wastes generated by the Company's oil
and gas operations that are currently exempt from treatment as Hazardous Wastes
may in the future be designated as Hazardous Wastes, and therefore be subject to
more rigorous and costly operating and disposal requirements.

         - Superfund. The federal Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), also known as the "Superfund" law,
imposes joint and several liability for costs of investigation and remediation
and for natural resource damages, without regard to fault or the legality of the
original conduct, on certain classes of persons with respect to the release into
the environment of substances designated under CERCLA as hazardous substances
("Hazardous Substances"). These classes of persons or potentially responsible
parties ("PRP's") include the current and certain past owners and operators of a
facility where there is or has been a release or threat of release of a
Hazardous Substance and persons who disposed of or arranged for the disposal of
the Hazardous Substances found at such a facility. CERCLA also authorizes the
EPA and, in some cases, third parties to take actions in response to threats to
the public health or the environment and to seek to recover from the PRP's the
costs of such action. Although CERCLA generally exempts petroleum from the
definition of Hazardous Substances in the course of the Company's operations,
the Company may in the future generate wastes that fall within CERCLA's
definition of Hazardous Substances. The Company may also in the future become an
owner of facilities on which Hazardous Substances have been released by previous
owners or operators. The Company may in the future be responsible under CERCLA
for all or part of the costs to clean up facilities at which such substances
have been released and for natural resource damages. Crude oil exempt under
Superfund may be modified increasing compliance costs. The Company has not been
named a PRP under CERCLA nor does the Company know of any prior owners or
operators of the Company's current properties that are named as PRP's related to
their ownership or operation of such property.

                                       22
<PAGE>
         - Air Emissions. The Company's operations will be subject to local,
state and federal regulations for the control of emissions of air pollution.
Major sources of air pollutants are subject to more stringent, federally imposed
permitting requirements, including additional permits. Administrative
enforcement actions for failure to comply strictly with air pollution
regulations or permits are generally resolved by payment of monetary fines and
correction of any identified deficiencies. Alternatively, regulatory agencies
could require the Company to forego construction, modification or operation of
certain air emission sources, although the Company believes that in the latter
cases the Company would have enough permitted or permittable capacity to
continue the Company's operations without a material adverse effect on any
particular producing field.

         - Clean Water Act. The Clean Water Act ("CWA") imposes restrictions and
strict controls regarding the discharge of wastes, including produced waters and
other oil and natural gas wastes, into waters of the United States, a term
broadly defined. These controls have become more stringent over the years, and
it is probable that additional restrictions will be imposed in the future.
Permits must be obtained to discharge pollutants into federal waters. The CWA
provides for civil, criminal and administrative penalties for unauthorized
discharges of oil, hazardous substances and other pollutants. It imposes
substantial potential liability for the costs of removal or remediation
associated with discharges of oil or hazardous substances. State laws governing
discharges to water also provide varying civil, criminal and administrative
penalties and impose liabilities in the case of a discharge of petroleum or it
derivatives, or other hazardous substances, into state waters. In addition, the
EPA has promulgated regulations that may require the Company to obtain permits
to discharge storm water runoff, including discharges associated with
construction activities. In the event of an unauthorized discharge of wastes,
the Company may be liable for penalties and costs.

         Management believes that the Company is in substantial compliance with
current applicable environmental laws and regulations and that continued
compliance with existing requirements will not materially adversely impact the
Company.

                                    EMPLOYEES

         As of the date of this Annual Report, the Company had only two
employees, its Chief Executive Officer and his assistant. The Company expects
that it will employ some combination of between four to six employees or outside
consultants over the next year. The Company does not now foresee problems in
hiring additional qualified employees to meet its labor needs.

                                   FACILITIES

         The Company's principal executive offices are fairly small and are
located 4400 Post Oak Parkway, Suite 2530, Houston, TX 77027. They are rented on
for a three-year term, which commenced in March 2005. Management believes that
additional space may be needed if the Company's plan of operation progresses in
accordance with its terms. Management further believes that such additional
space and any required alternative office space can be readily obtained if
needed.

ITEM 3.  LEGAL PROCEEDINGS

          The Company is not currently involved in any pending legal proceeding.
In the future, the Company may become involved in various legal proceedings from
time to time, either as a plaintiff or as a defendant, and either in or outside
the normal course of business. The Company is not now in a position to determine
when (if ever) such a legal proceeding may arise. If the Company ever becomes
involved in a legal proceeding, the Company's financial condition, operations,
or cash flows could be materially adversely affected, depending on the facts and
circumstances relating to such proceeding.

                                       23

<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

                                    PART II.

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

         The Company's common stock had been quoted and traded on the
over-the-counter market in the United States under the symbol "EVTP." In
connection with the change of the Company's corporate name in 2004, the trading
symbol of the Company's Common Stock changed to "WEGC." Near the end of March
2004, the Company's common stock began trading again (initially in very limited
quantities) in the "Electronic Pink Sheets" of the National Quotation Bureau.
Management believes that, prior to the sporadic sales beginning near the end of
March 2004, no public sale of the Company's common stock had occurred since June
2002. In any event, after a reasonable effort, management was unable to find any
data regarding the bid, ask and sales prices of the Company's common stock since
January 1, 2000 (if any such data exists) up until April 6, 2004. The following
table sets forth the high and low closing reported sales prices for the
Company's Common Stock for completed quarters since April 6, 2004. Such
quotations represent interdealer prices, without retail markup, markdown or
commission, and do not necessarily represent the price of actual transactions
for the fiscal quarters indicated.

                                         HIGH                       LOW

                  2004

                  Fourth Quarter         $4.75                      $2.74
                  Third Quarter           3.20                       2.70
                  Second Quarter          3.40                       1.25

         An application for the Company's Common Stock to trade in the
over-the-counter market on the OTC Electronic Bulletin Board was recently
accepted. However, although the volume of trading in the Company's Common Stock
has recently increased, there can be no assurance as to the prices at which the
Common Stock will trade.

         As of March 14, 2005, the Company had 195 holders of record. Management
believes that the Company has between 400 and 500 beneficial holders of its
stock, although the exact number of these holders cannot be determined.

         The Company has never paid cash dividends, and has no intentions of
paying cash dividends in the foreseeable future.

ITEM 6.  MANAGEMENT'S PLAN OF OPERATION.

         See ""ITEMS 1 and 2. BUSINESS AND PROPERTIES - Plan of Operation."

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The report of Company's Independent Auditors appear at Page F-1 hereof,
and the Financial Statements of the Company appear at Page F-2 through F-11
hereof.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

         Not applicable.

                                       24
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES

         The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Company's
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its Chief
Executive Officer/Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure based closely on the definition of
"disclosure controls and procedures" in Rule 13a-14(c). In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

         Within 90 days prior to the date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer/Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective at a reasonable
assurance level.

         There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect the internal
controls subsequent to the date the Company completed its evaluation.


                                                      PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT


                             DIRECTORS AND OFFICERS

         The directors and executive officers of the Company are as follows:

         Name                       Age              Positions

         Keith D. Spickelmier       43               Chairman of the Board

         Jimmy D. Wright            45               Chief Executive Officer and
                                                     Chief Financial Officer

         Keith D. Spickelmier has served as a Director of the Company since May
2002. He also served as the President, Treasurer & Secretary of the Company from
May 2002 until February 2004, at which time he resigned so that Jimmy D. Wright
could be elected as the Company's Chief Executive Officer. Mr. Spickelmier has
also served as an attorney in the capacities of Of Counsel and consultant to the
law firm of Haynes and Boone LLP from April 2001 through July 2003. He has also
engaged in personal investment activity during that time. Prior to that time,
Mr. Spickelmier had been a partner with the law firm of Verner, Liipfert,
Bernhard, McPherson and Hand since 1993. He has an undergraduate degree from the
University of Nebraska at Kearney and a law degree from the University of
Houston.

                                       25
<PAGE>
         Jimmy D. Wright has served as a Director and the Chief Executive
Officer and Chief Financial Officer of the Company since February 2004. He
continues to serve as the chief executive officer of several entities
wholly-owned by him (including Westside Resources, LP) holding investments in
oil, gas and related businesses, some of these entities being started as early
as August 2002. Mr. Wright has indicated that he does not intend to make any
further oil and gas investments through these or any other entities that would
be competitive with the Company's business pursuits. From June 2001 to July
2002, Mr. Wright served in several capacities with the EnergyClear organization,
first as Senior Vice President of EnergyClear Operating Corp., then the operator
of EnergyClear Corporation. He later was also elected as the President of
EnergyClear Corporation itself, then an over-the-counter energy clearinghouse
approved by the Commodity Futures Trading Commission. From February 1997 to June
2001, Mr. Wright held various senior management positions with Midcoast Energy
Resources Inc., which merged into Enbridge, Inc., a publicly traded company.
When he left this organization, Mr. Wright held the position of Chief Executive
Officer of an International subsidiary of Enbridge Energy Partners, LP., also a
publicly traded company. Mr. Wright holds a Bachelor of Science degree in
Mechanical Engineering from the University of Memphis.

         The authorized number of directors of the Company is presently fixed at
two. Each director serves for a term of one year that expires at the following
annual stockholders' meeting. During February 2004, Messrs. Wright and
Spickelmier entered into a Voting Agreement pursuant to which they agreed for
two years to vote all of their shares of stock in the Company to elect a person
nominated by each of them separately (for a total of two nominees) to the
Company's Board of Directors. Executive officers are appointed by the Board of
Directors and serve until their successors are appointed. There are no family
relationships, or other arrangements or understandings between or among any of
the directors, executive officers or other person pursuant to which such person
was selected to serve as a director or officer, other than the Voting Agreement
described immediately above.

         The Company's Board of Directors does not have a separately-designated
standing audit committee or a committee performing similar functions. The
Company's entire Board of Directors is acting as the Company's Audit Committee.
The Company's Board of Directors has determined that it does not have among its
member an "audit committee financial expert," as defined by applicable by
Commission rules and regulations. The Company's Board of Directors believes
that, in view of the Company's extremely limited financial activity over the
past several years, the presence of a person meeting the requirements of an
"audit committee financial expert" on the Board has not been necessary. The
Company's Board of Directors intends to consider, as the Company's financial
activity increases, the possible creation of a separately-designated standing
audit committee and (whether or not such a committee is created) the election of
a person meeting the requirements of an "audit committee financial expert" to
the Board.

                                 CODE OF ETHICS

         On March 31, 2004, the Company adopted a Code of Ethics that applies to
the Company's principal executive officer, principal financial officer and
principal accounting officer. Anyone can obtain a copy of the Code of Ethics by
contacting the Company at the following address: 4400 Post Oak Parkway Suite
2530, Houston, TX 77027, attention: President and Chief Executive Officer,
telephone: (713) 979-2660. The first such copy will be provided without charge.
The Company will post any amendments to the Code of Ethics, as well as any
waivers that are required to be disclosed by the rules of either the Securities
and Exchange Commission or the National Association of Dealers.

                        SECTION 16(A) OF THE EXCHANGE ACT

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires that the Company's officers and directors, and person
who own more than ten percent of a registered class of the Company's equity
securities, file reports of ownership and changes in ownership with the
Securities and Exchange Commission and furnish the Company with copies of all
such Section 16(a) forms. Each of Keith D. Spickelmier and Jimmy D. Wright
failed to file timely one Form 4 regarding the acquisitions by them of
additional shares in the Company. The required Form 4's were subsequently filed
within one month after they were otherwise due. Based solely on its review of
written representations from certain reporting person, the Company believes
that, during fiscal 2004, each of its officers, directors and greater than ten
percent stockholders otherwise complied with all applicable filing requirements
of Section 16(a).

                                       26
<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION.

         The Company paid no compensation to any member of management during
fiscal 2003 and 2002. Commencing November 1, 2004, as described herein, the
Company began paying a salary to Jimmy D. Wright, the Company's Chief Executive
Officer and Chief Financial Officer, and consulting fees to Keith D.
Spickelmier, the Company's Chairman of the Board. During fiscal 2004, a total of
$25,000 was paid to Mr. Wright and of $12,000 was paid to Mr. Spickelmier,
pursuant to these arrangements. No other form of compensation was paid to or
granted in favor of either of Messrs. Wright or Spickelmier during fiscal 2004.
In addition, the Company has not adopted any retirement, pension, profit
sharing, stock option or insurance programs or other similar programs for the
benefit of its management or employees.

         Commencing November 1, 2004, the Company began paying an annual salary
in the amount of $150,000 to Jimmy D. Wright for serving as the Company's Chief
Executive Officer and Chief Financial Officer. This salary is subject to
increase, decrease or elimination at any time for any reason at the discretion
of the Company's Board of Directors. In addition, commencing November 1, 2004,
the Company engaged Keith D. Spickelmier, the Company's Chairman of the Board,
as a consultant and began paying to him a monthly consulting fee in the amount
of $6,000. This consulting engagement is terminable at the will of either the
Company or Mr. Spickelmier, and the consulting fee is subject to increase,
decrease or elimination at any time for any reason at the discretion of the
Company's Board of Directors. Neither of Messrs. Wright or Spickelmier has
entered into a written employment or consulting agreement or a covenant not to
compete agreement with the Company. As a result, each of Messrs. Wright and
Spickelmier may discontinue providing services to the Company at any time and
for any reason, and even thereafter commence competition with the Company.
Conversely, the Company may discontinue employing or engaging either of Messrs.
Wright or Spickelmier at any time and for any reason at the discretion of the
Company's Board of Directors. However, in view of the current composition of the
Company's Board of Directors (which includes each of Messrs. Wright and
Spickelmier), the Company's discontinuation of either of Mr. Wright's employment
or Mr. Spickelmier's consulting engagement is not likely in the foreseeable
future.

                                       27
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

                           BENEFICIAL OWNERSHIP TABLE

         The following table sets forth as of March 14, 2005, the number of
shares of the Company's Common Stock beneficially owned by (i) each director of
the Company; (ii) each of the Company's executive officers; (iii) each person
known by the Company to beneficially own more than 5% of the outstanding shares
of Common Stock; and (iv) all executive officers and directors as a group.
Unless otherwise indicated, each person has sole voting and dispositive power
over such shares. Shares not outstanding but deemed beneficially owned by virtue
of the right of a person or member of a group to acquire them within 60 days are
treated as outstanding only when determining the amount and percent owned by
such group or person.

         Name and Address of                         Beneficial Ownership (1)
         Beneficial Owner                             Number            Percent

         Westside Resources, L.P.                       3,435,693(2)      19.8%
          4400 Post Oak Parkway Suite 2530
         Houston, TX 77027

         Jimmy D.  Wright                               3,435,693(3)      19.8%
         4400 Post Oak Parkway Suite 2530
         Houston, TX 77027

         Keith D.  Spickelmier                          2,650,760 (4)     15.3%
         4400 Post Oak Parkway Suite 2530
         Houston, TX 77027

         All directors and officers                     6,086,453 (5)     34.5%
         as a group (two persons)

         Wellington Management Company, LLP             2,300,000(6)      13.6%
         75 State St
         Boston, MA 02109

         BBT Fund, L.P., and                            1,685,000(7)       9.9%
         Concentrated Alpha Partners, L.P.
         Corporate Centre
         West Bay Road
         Grand Cayman, Cayman Islands

         SDS Capital Group SPC, Ltd.                    1,002,000(8)       5.9%
         Ogier & Boxalls
         Queensgate House
         113 South Church Street
         P.O.  Box 1234GT
         Grand Cayman, Cayman Islands

         North Sound Capital LLC                        1,000,000(9)       5.9%
         53 Forest Avenue, Suite 202
         Old Greenwich, CT 06870

         Spindrift Investors (Bermuda) L.P.               892,300(10)       5.3%
         Clarendon House,
         2 Church Street
         Hamilton, Bermuda

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

                                       28
<PAGE>
(1)      Includes shares beneficially owned pursuant to options and warrants
         exercisable within 60 days.
(2)      Includes 3,144,585 shares held directly and 291,108 shares that may be
         purchased pursuant to warrants that are currently exercisable. Jimmy D.
         Wright has sole voting power and sole investment power over these
         shares. These shares are also included in the table in the figure of
         shares beneficially owned by Mr. Wright.
(3)      All of these shares are held by Westside Resources, L.P., an entity
         over which Mr. Wright has complete control. Accordingly, Mr. Wright has
         sole voting power and sole investment power over these shares. These
         shares are also included in the table in the figure of shares
         beneficially owned by Westside Resources, L.P.
(4)      Includes  2,346,868  shares held  directly and 303,892  shares that may
         be purchased  pursuant to warrants  that are currently exercisable.
(5)      Includes  2,346,868 shares held directly,  3,144,585 shares held by a
         related entity, and 595,000 shares that may be purchased pursuant to
         warrants that are currently exercisable.
(6)      Wellington Management Company, LLP ("WMC") has filed with the
         Commission a Schedule 13G on November 10, 2004 indicating that it is a
         registered investment advisor, and clients of WMC are the record
         holders of all of the 2,300,000 shares reflected in the table. However,
         in its capacity as investment advisor, WMC may be deemed to own
         beneficially all of the 2,300,000 shares reflected in the table. Of
         these shares, 892,300 shares are also included in the table in the
         figure of shares beneficially owned by Spindrift Investors (Bermuda)
         L.P.
(7)      BBT Fund, L.P. and Concentrated Alpha Partners, L.P. have filed with
         the Commission a joint Schedule 13G on November 10, 2004 indicating
         that they respectively own 1,348,000 and 337,000 of the shares
         reflected in the table. They indicated that they made the joint filing
         because they might be deemed to constitute a "group" for purposes of
         applicable law, although neither of them admitted to their status as
         such. Sid R. Bass is the sole shareholder of, and Clive D. Bode is the
         sole director of, the entities that have sole voting power and sole
         investment power over the shares respectively owned by BBT Fund, L.P.
         and Concentrated Alpha Partners, L.P. Solely in the preceding
         capacities, Messrs. Bass and Bode may also be deemed a beneficial owner
         of all of the shares reflected in the table.
(8)      SDS Capital Group SPC, Ltd. ("SDS") has filed with the Commission on
         February 14, 2005 Amendment No. 1 to its Schedule 13G indicating that
         SDS Management, LLC and Steven Derby have shared voting power and
         shared dispositive power with respect to all of the shares reported by
         SDS Capital Group SPC, Ltd. Accordingly, each of SDS Management, LLC
         and Mr. Derby may be deemed to own beneficially all of the 1,002,000
         shares reflected in the table.
(9)      Includes 700,000 shares held by North Sound Legacy International Ltd.,
         280,000 shares held by North Sound Legacy Institutional Fund LLC, and
         20,000 shares held by North Sound Legacy Fund, LLC. North Sound Capital
         LLC has filed with the Commission a Schedule 13G on November 4, 2004
         indicating that its is the managing member of each of the preceding
         entities, and that Thomas McAuley is the ultimate managing member of
         North Sound Capital LLC. In these capacities, North Sound Capital LLC
         and Thomas McAuley may be deemed to own beneficially all of the
         1,000,000 shares reflected in the table.
(10)     Spindrift Investors (Bermuda) L.P. has filed with the Commission a
         Schedule 13G on November 2, 2004 indicating that Wellington Global
         Holdings, Ltd. and Wellington Global Administrator, Ltd. are its
         general partners. As such, these two general partners may be deemed to
         own beneficially all of the 892,300 shares reflected in the table.
         These 892,300 shares are also included in the table in the figure of
         shares beneficially owned by Wellington Management Company, LLP

                                       29
<PAGE>
                            EQUITY COMPENSATION PLANS

         The Company has an equity compensation plan for its consultants
pursuant to which shares may be granted or issued. This plan is named the 2004
Consultant Compensation Plan (the "Consultant Plan"). Options, warrants and
rights are not provided for or contemplated by the Consultant Plan, and
accordingly, none of these items are or will be outstanding under this plan. As
of December 31, 2004, 2,820,500 shares remained available for future issuance
under the Consultant Plan. Of the preceding shares, 320,500 were registered with
the Commission for issuance as of December 31, 2004. Subsequent to December 31,
2004 through the date of this Annual Report, 15,556 shares were issued, leaving
a total of 2,804,944 available for future issuance, of which 304,944 are
registered with the Commission. The following is a description of the material
features of the Consultant Plan

         General. On April 14, 2004, the Company's Board of Directors approved
the Consultant Plan. The Consultant Plan provides for the grant of shares of the
Company's Common Stock to certain outside consultants of the Company who assist
in the development and success of the business of the Company to reward them for
their services and to encourage them to continue to provide services to the
Company.

         Administration. The Company's Board of Directors administers the
Consultant Plan.

         Eligibility. The Board of Directors has substantial discretion pursuant
to the Consultant Plan to determine the persons to whom shares of Common Stock
are awarded and the amounts and restrictions imposed in connection therewith.
Under the Consultant Plan, awards may be made only to individuals who are
outside consultants, or directors, officers, partners or employees of outside
consultants, of the Company or a subsidiary. The number of consultants employed
by the Company varies.

         Shares Subject to the Consultant Plan. Three million (3,000,000) shares
of Common Stock are authorized to be awarded pursuant to the Consultant Plan.
Any shares awarded and later forfeited are again subject to award or sale under
the Consultant Plan. Awards may be made pursuant to the Consultant Plan until no
further shares are available for issuance or until April 15, 2014, whichever
occurs first.

         Previous  Awards.  The Company has awarded  179,500 shares of Common
Stock pursuant to the Consultant  Plan as of December 31, 2004.

         Restrictions. The Board may, in its discretion, place restrictions and
conditions in connection with any particular award of shares pursuant to the
Consultant Plan. Shares awarded subject to a condition are, in general,
non-assignable until the condition is satisfied.

         Anti-dilution. The Consultant Plan carries certain anti-dilution
provisions concerning stock dividends, stock splits, consolidations, mergers,
recapitalizations and reorganizations.

         Amendment and Termination. The Company's Board of Directors may
terminate or amend the Consultant Plan in any respect at any time, except no
action of the Company's Board of Directors, the Board of Directors or the
Company's stockholders, however, may, without the consent of a participant,
alter or impair such participant's rights under any restricted shares previously
granted.

         Term. The Consultant Plan shall expire on April 15, 2014 unless sooner
terminated except as to restricted share grants outstanding on that date.

         Federal Income Tax Consequences. The following brief summary of the
principal Federal income tax consequences of transactions under the Consultant
Plan is based on current Federal income tax laws. This summary is not intended
to constitute tax advice and, among other things, does not address possible
state or local tax consequences. Accordingly, a participant in the Consultant
Plan should consult a tax advisor with respect to the tax aspects of
transactions under the Consultant Plan.

                                       30
<PAGE>

         Unrestricted  Stock  Grants.  The tax  consequences  of  unrestricted
stock awards will depend on the specific  terms of each award.

         Restricted Stock Grants. Upon receipt of restricted stock, a
participant generally will recognize taxable ordinary income when the shares
cease to be subject to restrictions in an amount equal to the fair market value
of the shares at such time. However, no later than 30 days after a participant
receives the restricted stock, the participant may elect to recognize taxable
ordinary income in an amount equal to the fair market value of the shares at the
time of receipt. Provided that the election is made in a timely manner, when the
restrictions on the shares lapse, the participant will not recognize any
additional income. If the participant forfeits the shares to the Company (e.g.,
upon the participant's termination prior to expiration of the restriction
period), the participant may not claim a deduction with respect to the income
recognized as a result of the election. Dividends paid with respect to shares of
restricted stock generally will be taxable as ordinary income to the participant
at the time the dividends are received.

         Tax Consequences to the Company. The Company generally will be entitled
to a deduction at the same time and in the same amount as a participant
recognizes ordinary income, subject to the limitations imposed under Section
162(m).

         Tax Withholding. The Company has the right to deduct withholding taxes
from any payments made pursuant to the Consultant Plan or to make such other
provisions as it deems necessary or appropriate to satisfy its obligations to
withhold federal, state or local income or other taxes incurred by reason of
payment or the issuance of Common Stock under the Consultant Plan or the lapse
of restrictions on grants upon which restrictions have been place.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The Company's initial oil and gas interests were undivided interests in
the leases covering approximately 819 gross acres of land in Jack, Wise and
Denton Counties in Texas. The interests were acquired by the Company from
Westside Resources, L.P. (the "Partnership"), an entity formerly known as
"Westside Energy, L.P." and wholly-owned by Jimmy D. Wright, a director of the
Company and the Company's current Chief Executive Officer and Chief Financial
Officer. These initial interests were acquired pursuant to the terms, provisions
and conditions of a lease acquisition agreement that management believes to be
reasonable and customary. They were acquired in consideration of the issuance by
the Company to the Partnership of 700,000 shares of the Company's common stock
and the assumption of the liabilities associated with such interests. These
shares constituted approximately 11.8% of the shares of the Company's common
stock outstanding after the completion of all of the stock issuances occurring
at that time. Because the shares of common stock received by the Partnership
were not registered under the Securities Act of 1933, as amended (the "Act"),
such shares are "restricted securities" (as defined in Rule 144 promulgated
under the Act) and accordingly, may not be sold or transferred by the
Partnership unless such shares are registered under the Act or are sold or
transferred pursuant to an exemption therefrom. In connection with this
acquisition, the Company agreed to register all shares owned by the Partnership
or to be acquired pursuant to derivative securities, including the shares issued
in connection with this acquisition. This registration was recently completed.

         Mr. Wright has indicated that the Partnership expended approximately
$27,000 in direct costs in connection with the acquisition and maintenance of
the interests in the leases conveyed to the Company. In connection with the
acquisition of the interests in the leases, in consideration of the Company's
agreement to reimburse the Partnership for all of its reasonable expenses
incurred in connection with the offers described immediately hereafter, the
Company also acquired and assumed from the Partnership the rights and obligation
of any contracts that would result from the acceptance of certain outstanding
lease offers made by the Partnership to certain landowners. The consideration
for the acquisition of the interests in the leases described above (including
the number of shares issued to the Partnership) was determined in arms-length
negotiations between Mr. Wright and Keith D. Spickelmier, the Company's only
member of management at the time. The factors addressed by Mr. Spickelmier in
negotiating this consideration included the present developmental status of the
leases; the future prospects for the leases in terms of revenues and earnings;
an assessment of Mr. Wright's ability to contribute to the management of the
Company's business; and anticipated ability of the Company's business to grow by
virtue of the Company's ownership of the leases.

                                       31
<PAGE>
         Prior to and at the time of the consummation of the acquisition by the
Company of the interests in the leases described above, Mr. Spickelmier and Mr.
Wright had been and continued to be co-investors in a couple of other business
endeavors. Mr. Spickelmier's large percentage ownership of the Company's
outstanding common stock gave to him an interest in assuring that the terms of
the Company's acquisition of the leases are commercially reasonable.
Accordingly, Mr. Spickelmier does not believe that his prior and current
relationship with Mr. Wright impaired his ability to negotiate commercially
reasonable terms in connection with the Company's acquisition of the interests
in the leases.

         In addition to the preceding, the Company raised "seed" capital in the
amount of approximately $450,800 from Mr. Spickelmier, the Partnership, and
Bering Partners No. 2, LLC, an entity owned by the Company's two directors and
certain other investors. A total of $410,000 of this capital was structured in
the form of loans from Bering Partners No. 2, LLC to the Company secured by all
of the Company's assets, including the oil and gas interests briefly described
herein as well as all such interests acquired in the future. Interest accrued on
the loans at a rate of 10% per annum. In consideration of making the loans, the
Company granted warrants to the owners of Bering Partners No. 2, LLC to purchase
up to an aggregate of 820,000 shares of the Company's common stock for a
per-share exercise price of $.50. These warrants have a term of and are
exercisable for five years. All of the preceding indebtedness has been paid in
full.

         The remaining $40,800 of the initial capital took the form of an equity
investment in the Company's common stock. Mr. Spickelmier and the Partnership
made this investment in exchange for the issuance to them of an aggregate of
4,080,000 shares of the Company's common stock. At that time, these shares
constitute approximately 68.7% of the shares of the Company's common stock
outstanding after the completion of all of the stock issuance then taking place.
Because the shares of common stock received by Mr. Spickelmier and the
Partnership were not registered under the Securities Act of 1933, as amended
(the "Act"), such shares are "restricted securities" (as defined in Rule 144
promulgated under the Act) and accordingly, may not be sold or transferred by
Mr. Spickelmier and the Partnership unless such shares are registered under the
Act or are sold or transferred pursuant to an exemption therefrom. In connection
with this investment, the Company agreed to register all shares owned by Mr.
Spickelmier or the Partnership or to be acquired pursuant to derivative
securities, including the shares issued in connection with this investment and
the shares to be acquired upon exercise of the warrants issued in connection
with the loans described above. This registration was recently completed.

         Moreover, between the middle of September 2004 through the middle of
October 2004, the Company issued to three accredited investors a total of five
unsecured short-term convertible promissory notes in the aggregate original
principal amount of $700,000. These accredited investors included Mr.
Spickelmier, the Partnership and a new investor in the Company (the "New
Investor"). Each of Mr. Spickelmier and the Partnership provided $200,000 of the
$700,000 aggregate amount, while the New Investor provided $300,000. Interest
accrued on the loans at a rate of 10% per annum. The notes were convertible into
shares of the Company's stock at a rate of one share for every $2.00 of
indebtedness. The New Investor converted his note in original principal amount
of $300,000 into 150,000 shares. Each of Mr. Spickelmier and the Partnership
received repayment of their notes in the aggregate original principal amount of
$400,000, plus interest out of the proceeds of the Company's recent $20 million
private placement.

                                       32
<PAGE>
                                    PART IV.

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) Documents filed as part of this report:

(i) Consolidated Financial Statements:

         Report of Independent Auditors ....................................F-1

         Consolidated Balance Sheet as of December 31, 2004 ............... F-2

         Consolidated Statements of Income for the years ended
         December 31, 2004 and 2003  ...................................... F-3

         Consolidated Statements of Stockholders' Equity for
         the years ended December 31, 2004 and 2003 ........................F-4

         Consolidated Statements of Cash Flows for the years
         ended December 31, 2004 and 2003  ................................ F-5

         Notes to Consolidated Financial Statements ........................F-6

(ii) Financial Statement Schedules:

          Schedule II - Valuation and Qualifying Accounts

(iii) Exhibits:

         The following exhibits are filed with this Annual Report or are
incorporated herein by reference:

Exhibit
  No.     Description

 3.01     Restated  Articles of Incorporation of the Company is incorporated
          herein by reference from the Company's  Quarterly Report on Form
          10-QSB for the quarter ended June 30, 2004 (SEC File No. 0-49837),
          Exhibit 3.01.
 3.02     Bylaws of the Company is incorporated  herein by reference from the
          Company's Form 10-SB (SEC File No. 0-49837) filed with the SEC on May
          28, 2002, Part III, Item 1, Exhibit 3.02.
 3.03     Article of Merger of Westside Energy  Subsidiary  Corporation with and
          into the Company,  whereby the Company changed its corporate name to
          "Westside  Energy  Corporation" is incorporated  herein by reference
          from the Company's  Annual Report on Form 10-KSB for the year ended
          December 31, 2003 (SEC File No. 0-49837), Exhibit 3.04
 4.01     Specimen  Common Stock  Certificate is  incorporated  herein by
          reference from  Pre-effective  Amendment No. 1 to the Company's
          Registration Statement on Form SB-2 (SEC File No. 333-120659) filed
          December 23, 2004, Exhibit 4.01.
10.01     Agreement,  Assignment  and Bill of Sale executed by Westside  Energy,
          L.P. in favor of the Company is  incorporated herein by reference from
          the Company's  Current Report on Form 8-K (SEC File No. 0-49837) filed
          with the SEC on March 1, 2004, Exhibit 10.01
10.02     Promissory Note made payable by the Company to the order of Bering
          Partners No. 2, LLC in the original principal amount of $280,000 is
          incorporated herein by reference from the Company's Current Report on
          Form 8-K (SEC File No. 0-49837) filed with the SEC on March 1, 2004,
          Exhibit 10.02
10.03     Warrant to Purchase the Company's common stock issued in the name of
          Westside Energy,  L.P. is incorporated herein by reference from the
          Company's  Current Report on Form 8-K (SEC File No.  0-49837) filed
          with the SEC on March 1, 2004, Exhibit 10.03
10.04     Warrant to Purchase the Company's common stock issued in the name of
          Keith D.  Spickelmier is incorporated  herein by reference from the
          Company's  Current Report on Form 8-K (SEC File No.  0-49837) filed
          with the SEC on March 1, 2004, Exhibit 10.04
10.05     Registration  Rights  Agreement  in favor of Westside  Energy, L.P. is
          incorporated  herein by  reference  from the Company's Current Report
          on Form 8-K (SEC File No. 0-49837) filed with the SEC on March 1,
          2004, Exhibit 10.05
10.06     Registration  Rights  Agreement  in favor of Keith D.  Spickelmier  is
          incorporated  herein  by  reference  from the Company's Current Report
          on Form 8-K (SEC File No. 0-49837) filed with the SEC on March 1,
          2004, Exhibit 10.06
10.07     Voting Agreement between Westside Energy, L.P. and Keith D.
          Spickelmier is incorporated herein by reference from the Company's
          Current Report on Form 8-K (SEC File No. 0-49837) filed with the SEC
          on March 1, 2004, Exhibit 10.07

                                       33
<PAGE>
10.08     Deed of Trust,  Assignment of Proceeds of  Production,  Security
          Agreement and Financing  Statement is incorporated herein by reference
          from the Company's  Annual Report on Form 10-KSB for the year ended
          December 31, 2003 (SEC File No. 0-49837), Exhibit 10.08
10.09     Warrant to Purchase the Company's common stock issued in the name of
          Westside Resources,  L.P. is incorporated herein by reference from the
          Company's  Registration  Statement on Form SB-2 (SEC File No.
          333-120659)  filed November 22, 2004, Exhibit 10.09.
10.10     Warrant to Purchase the Company's common stock issued in the name of
          Keith D.  Spickelmier is incorporated  herein by reference from the
          Company's  Registration  Statement on Form SB-2 (SEC File No.
          333-120659) filed November 22, 2004, Exhibit 10.10.
10.11     Form of Warrant to Purchase the  Company's  common stock issued to
          investors in the Company's private placement of units is  incorporated
          herein by  reference  from the  Company's  Registration  Statement on
          Form SB-2 (SEC File No. 333-120659) filed November 22, 2004, Exhibit
          10.11.
10.12     Form of Registration  Rights  Agreement  entered into with investors
          in the Company's  private  placement of units is incorporated  herein
          by reference from the Company's  Registration  Statement on Form SB-2
          (SEC File No.  333-120659) filed November 22, 2004, Exhibit 10.12.
10.13     Form of  Subscription  and  Registration  Rights  Agreement  entered
          into with  investors in the  Company's  private placement of shares of
          common stock is incorporated herein by reference from the Company's
          Registration Statement on Form SB-2 (SEC File No. 333-120659) filed
          November 22, 2004, Exhibit 10.13.
10.14     Placement  Agent  Engagement  Agreement by and between the Company and
          Sterne,  Agee & Leach,  Inc. is  incorporated herein by reference from
          the Company's  Registration  Statement on Form SB-2 (SEC File No.
          333-120659) filed November 22, 2004, Exhibit 10.14.
10.15     First Amendment to Placement Agent Engagement Agreement by and between
          the Company and Sterne, Agee & Leach, Inc. is incorporated  herein by
          reference from the Company's  Registration  Statement on Form SB-2
          (SEC File No.  333-120659) filed November 22, 2004, Exhibit 10.15.
10.16     Warrant to Purchase  the  Company's  common stock issued in the name
          of Sterne,  Agee & Leach,  Inc. is  incorporated herein by reference
          from the Company's  Registration  Statement on Form SB-2 (SEC File No.
          333-120659) filed November 22, 2004, Exhibit 10.16.
23.01     Consent of Malone & Bailey, PLLC - filed herewith
23.02     Consent of Netherland, Sewell & Associates, Inc. - filed herewith
31.1      Sarbanes Oxley Section 302 Certification
32.1      Sarbanes Oxley Section 906 Certification
99.01     The Company's Year 2004 Consultant Compensation Plan (filed as Exhibit
          4.1 to the Company's  Registration  Statement on Form S-8 (SEC File
          No. 333-114686) filed April 21, 2004.

(b) Reports on Form 8-K

         The Registrant filed a Current Report on Form 8-K on October 18, 2004
         reporting on the entry into material definitive agreements consisting
         of unsecured short-term promissory notes in the aggregate original
         principal amount of $200,000.

         The Registrant filed a Current Report on Form 8-K on November 8, 2004
         reporting on the completion of the Registrant's $20 million private
         placement, the retirement of certain outstanding debt, and the change
         in the Company's transfer agent.

                                       34
<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         Malone & Bailey, PLLC, Certified Public Accountants, are the Company's
independent auditors to examine the financial statements of the Company for the
fiscal years ended December 31, 2003 and December 31, 2004. Malone & Bailey,
PLLC has performed the following services and has been paid the following fees
for these fiscal years.

Audit Fees

         Malone & Bailey, PLLC was paid aggregate fees of approximately $4,850
for the fiscal year ended December 31, 2003 and approximately $13,745 for the
fiscal year ended December 31, 2004 for professional services rendered for the
audit of the Company's annual financial statements and for the reviews of the
financial statements included in Company's quarterly reports on Form 10-QSB
during these fiscal years.

Audit-Related Fees

         Malone & Bailey, PLLC was not paid any additional fees for the fiscal
year ended December 31, 2003 and December 31, 2004 for assurance and related
services reasonably related to the performance of the audit or review of the
Company's financial statements.

Tax Fees

         Malone & Bailey, PLLC was not paid any aggregate fees for the fiscal
years ended December 31, 2003 and December 31, 2004 for professional services
rendered for tax compliance, tax advice and tax planning.

Other Fees

         Malone & Bailey, PLLC was paid no other fees for professional services
during the fiscal years ended December 31, 2003 and December 31, 2004.


                                       35
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
   Westside Energy Corporation
   Houston, Texas

We have audited the accompanying balance sheet of Westside Energy Corporation as
of December 31, 2004, and the related statements of operations, stockholders'
equity (deficit), and cash flows for the two years then ended. These financial
statements are the responsibility of Westside's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about 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. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Westside Energy Corporation, as
of December 31, 2004, and the results of its operations and its cash flows for
the periods described in conformity with accounting principles generally
accepted in the United States of America.


MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas

February 11, 2005






                 See summary of significant accounting policies
                       and notes to financial statements.


                                      F-1
<PAGE>
                           WESTSIDE ENERGY CORPORATION
                                  BALANCE SHEET
                                December 31, 2004



ASSETS

Current assets
    Cash                                                           $ 15,995,691
   Accounts receivable                                                  114,934
   Prepaid insurance                                                    30,648
                                                                   ------------
Total current assets                                                 16,141,093

Oil and gas properties, using
    successful efforts accounting
      Proved properties                                                 709,968
      Unproved properties                                             2,610,492
    Accumulated depreciation, depletion,
     amortization, and impairment                                      (366,813)
                                                                   ------------
Net oil and gas properties                                            2,953,647

Other property and equipment, net of
  accumulated depreciation of $0                                         25,909
                                                                   ------------
TOTAL ASSETS                                                       $ 19,120,649
                                                                   ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities - accounts payable aand accrued expenses       $    131,203

Other non-current liabilities - asset
   retirement obligations                                                 6,646
                                                                   ------------

TOTAL LIABILITIES                                                       137,849
                                                                   ------------

STOCKHOLDERS' EQUITY
  Preferred stock, $.01 par value, 10,000,000 shares
       authorized, none issued and outstanding
  Common stock, $.01 par value, 50,000,000 shares
       authorized, 17,048,331 shares issued and outstanding             170,483
    Additional paid in capital                                       22,273,661
    Retained deficit                                                 (3,461,344)
                                                                    -----------
       Total stockholders' equity                                    18,982,800
                                                                    -----------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $19,120,649
                                                                    ===========

                 See summary of significant accounting policies
                       and notes to financial statements.

                                      F-2
<PAGE>

                           WESTSIDE ENERGY CORPORATION
                            STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2004 and 2003



                                              2004                      2003
                                             ----------             ----------
Revenues
  Oil and Gas Sales                          $  116,137            $        -
                                             ----------            ----------

Total Revenues                                  116,137                     -

Expenses
  General and administrative expense            745,956                 3,686
  Interest expense                              141,983                 1,341
  Depreciation, depletion, and amortization      97,965                     -
  Impairment                                    268,962                     -
                                             ----------            ----------
Total Expenses                                1,254,865                 5,027
                                             ----------            ----------
Loss from Operations                         (1,138,728)               (5,027)
                                             ----------            ----------
Other Revenues
  Interest Income                                50,704                    -
  Other Income                                   51,265                    -
                                             ----------            ----------
Total Other Revenues                            101,969                    -
                                             ----------            ----------
    NET LOSS                                $(1,036,759)           $   (5,027)
                                            ===========            ==========


Basic and diluted loss per common share     $     (0.18)           $    (0.00)
Weighted average common shares outstanding    5,607,215             1,156,998


                 See summary of significant accounting policies
                       and notes to financial statements.

                                      F-3

<PAGE>


                           WESTSIDE ENERGY CORPORATION
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                     Years Ended December 31, 2003 and 2004



                                   Common Stock           Retained
                                 Shares       Amount       Deficit      Totals
                                --------    ----------   -----------   ---------

Balances at December 31, 2002   1,153,970 $2,352,748  $(2,419,559)   $  (66,811)
Stock issued for services           5,000      1,900                      1,900
Imputed interest                               1,341                      1,341
Share adjustment                   (1,139)
Net loss                                                   (5,027)       (5,027)
                                ----------   ---------   -----------  ----------
Balances at December 31, 2003   1,157,831  2,355,989   (2,424,585)      (68,596)

Imputed interest                               1,220                      1,220
Discount on notes payable                    119,051                    119,051
Stock issued for cash          14,851,000 19,369,490                 19,369,490
Stock issued for properties       700,000     20,619                     20,619
Stock issued for fundraising       10,000          -                         -
Stock issued for property costs    30,000     43,500                     43,500
Stock issued for services         149,500    234,275                    234,275
Stock issued for debt             150,000    300,000                    300,000
Net Loss                                               (1,036,759)   (1,036,759)
                               ----------    ---------    ----------- ----------
Balances at December 31, 2004  17,048,331 22,444,144  $(3,461,344)  $18,982,800
                               ==========              ===========  ===========
Less: par                                    170,483
                                          -----------
Additional paid in capital               $22,273,661
                                         ===========


                 See summary of significant accounting policies
                       and notes to financial statements.

                                       F-4
<PAGE>


                           WESTSIDE ENERGY CORPORATION
                            STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2004 and 2003


                                                       2004            2003
                                                   ------------     ---------
CASH FLOWS FROM OPERATING ACTIVITIES

    Net loss                                     $ (1,036,759)      $ (5,027)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
        Impairment                                    268,962             -
        Stock issued for services                     234,275             -
        Amortization of discount on N/P               119,051             -
        Depreciation, depletion, and amortization      97,965             -
        Imputed interest                                1,220          1,341
        Changes in:
        Accounts payable and accrued expenses          79,938        ( 2,000)
        Prepaid expenses                              (30,468)             -
        Accounts receivable                          (114,934)             -
                                                   -----------       ---------
NET CASH USED IN OPERATING ACTIVITIES                (380,749)        (3,786)
                                                   -----------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES

        Purchase of equipment                         (25,909)             -
        Purchase of oil and gas interests          (3,249,809)             -
                                                   -----------       ---------
NET CASH USED IN INVESTING ACTIVITIES              (3,275,718)             -
                                                   -----------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES

    Stock for cash                                 19,369,490              -
    Proceeds from notes issued to related parties     810,000              -
    Proceeds from notes                               300,000              -
    Advances from shareholder                               -           3,750
    Payments on advances from shareholder             (17,720)             -
    Payments on notes to related parties             (810,000)             -
                                                   -----------       ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES          19,651,770           3,750
                                                   -----------       ---------
NET CHANGE IN CASH                                 15,995,303            ( 36)

CASH BALANCES
    -Beginning of period                                  388             424
                                                  -----------        ---------
    -End of period                                $15,995,691        $    388
                                                  ===========        =========

SUPPLEMENTAL DISCLOSURES
    Stock issued for oil and gas interest         $    64,119        $      -
    Debt converted to common stock                    300,000               -
    Recognition of asset retirement obligation          6,532               -
    Discount on notes payable                         119,051               -


                 See summary of significant accounting policies
                       and notes to financial statements.

                                       F-5
<PAGE>


                           WESTSIDE ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations and organization

Westside Energy Corporation ("Westside") (formerly EvenTemp Corporation) was
incorporated in Nevada on November 30, 1995. EvenTemp operated an auto repair
and accessory business. This business ceased operating in August 1999. The name
of the company was changed to Westside Energy Corporation in March 2004.


Westside is engaged primarily in the acquisition, development, production,
exploration for, and the sale of, oil, gas and natural gas liquids. Westside
sells its oil and gas products primarily to domestic pipelines and refineries.

Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure 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.

Oil and gas properties

Westside uses the successful efforts method of accounting for oil and gas
producing activities. Costs to acquire mineral interests in oil and gas
properties, to drill and equip exploratory wells that find proved reserves, to
drill and equip development wells and related asset retirement costs are
capitalized. Costs to drill exploratory wells that do not find proved reserves,
geological and geophysical costs, and costs of carrying and retaining unproved
properties are expensed.


Unproved oil and gas properties that are individually significant are
periodically assessed for impairment of value, and a loss is recognized at the
time of impairment by providing an impairment allowance. Other unproved
properties are amortized based on Westside's experience of successful drilling
and average holding period. Capitalized costs of producing oil and gas
properties, after considering estimated residual salvage values, are depreciated
and depleted by the unit-of-production method.* Support equipment and other
property and equipment are depreciated over their estimated useful lives.

On the sale or retirement of a complete unit of a proved property, the cost and
related accumulated depreciation, depletion, and amortization are eliminated
from the property accounts, and the resultant gain or loss is recognized. On the
retirement or sale of a partial unit of proved property, the cost is charged to
accumulated depreciation, depletion, and amortization with a resulting gain or
loss recognized in income.

On the sale of an entire interest in an unproved property for cash or cash
equivalent, gain or loss on the sale is recognized, taking into consideration
the amount of any recorded impairment if the property had been assessed
individually. If a partial interest in an unproved property is sold, the amount
received is treated as a reduction of the cost of the interest retained.

Through December 31, 2004, Westside had one producing well. All revenues from
Westside were from a single operator of this well.

Cash and cash equivalents

Cash and cash equivalents include cash in banks and certificates of deposit
which mature in within three months of the date of purchase.

Other property and equipment

Property and equipment is valued at cost. Additions are capitalized and
maintenance and repairs are charged to expense as incurred. Gains and losses on
dispositions of equipment are reflected in operations. Depreciation is provided
using the straight-line method over the estimated useful lives of the assets,
which are three to seven years.

                                      F-6
<PAGE>
Long-lived assets

Long lived assets to be held and used or disposed of other than by sale are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. When required, impairment
losses on assets to be held and used or disposed of other than by sale are
recognized based on the fair value of the asset. Long-lived assets to be
disposed of by sale are reported at the lower of its carrying amount or fair
value less cost to sell.

Use of estimates

The preparation of these 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 amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amount of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Income taxes

Westside recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered. Westside provides a valuation
allowance for deferred tax assets for which it does not consider realization of
such assets to be more likely than not.

Loss per share

Basic and diluted net loss per share calculations are presented in accordance
with Financial Accounting Standards Statement 128, and are calculated on the
basis of the weighted average number of common shares outstanding during the
year. They include the dilutive effect of common stock equivalents in years with
net income. Basic and diluted loss per share is the same due to the absence of
common stock equivalents.

New Accounting Standards

In 2001, the FASB issued FASB Statement No. 143, "Accounting for Asset
Retirement Obligations". This Statement requires that the fair value of an asset
retirement obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The present value of the
estimated asset retirement costs is capitalized as part of the carrying amount
of the long-lived asset. For Westside, asset retirement obligations primarily
relate to the abandonment of oil and gas producing facilities. Under previous
accounting standards, such obligations were recognized over the life of the
producing assets on a units-of-production basis.

The amounts recognized are based upon numerous estimates and assumptions,
including future retirement costs, future recoverable quantities of oil and gas,
future inflation rates and the credit-adjusted risk-free interest rate.

Previous accounting standards used the units-of-production method to match
estimated future retirement costs with revenues generated from the producing
assets. In contrast, FASB Statement No. 143 requires depreciation of the
capitalized asset retirement cost and accretion of the asset retirement
obligation over time. The depreciation will generally be determined on a
straight line basis, while the accretion to be recognized will escalate over the
life of the producing assets, typically as production declines. The following
table indicates the changes to Westside's before-tax asset retirement
obligations in 2004:

Balance at December 31, 2003                                  $        -
Liabilities incurred                                               6,532
Accretion expense                                                    114
                                                              ----------
Balance at December 31, 2004                                      $6,646
                                                              ==========

                                     F-7
<PAGE>

In December 2004, the FASB issued SFAS No. 123R, "Accounting for Stock-Based
Compensation" SFAS No. 123R establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services. This Statement focuses primarily on accounting for transactions in
which an entity obtains employee services in share-based payment transactions.
SFAS No. 123R requires that the fair value of such equity instruments be
recognized as expense in the historical financial statements as services are
performed. Prior to SFAS No. 123R, only certain pro forma disclosures of fair
value were required. SFAS No. 123R shall be effective for small business issuers
as of the beginning of the first interim or annual reporting period that begins
after December 15, 2005. The adoption of this new accounting pronouncement is
not currently expected to have a material impact on the financial statements of
the Company during the calendar year 2006.

NOTE 2 - CONCENTRATION OF CREDIT RISK

At December 31, 2004, Westside's cash in financial institutions exceeded the
federally insured deposits limit by $15,895,691. An investment of $15,884,420 in
a reverse repurchase agreement is included in cash and cash equivalents at
December 31, 2004. The collateral for this investment consisted of a
collateralized mortgage obligation with a market value of approximately
$16,209,641 at December 31, 2004.

NOTE 3 -- RELATED PARTY TRANSACTIONS

For the year ended December 31, 2004, Westside borrowed a total of $810,000 from
related parties on six notes.

Two of the notes totaling $410,000 bore 10% interest, were collateralized by
Westside's oil and gas interests, and were issued with a combined 820,000
warrants exercisable at $.50 each. These notes were discounted by $119,051 for
the relative fair value of the warrants. As of December 31, 2004, the notes have
been paid in full and the entire discount has been amortized.

The remaining notes bore 10% interest and were convertible into common stock at
$2 per share. The entire balance was paid in full in October 2004.

NOTE 4 -- NOTES PAYABLE

In September 2004, Westside borrowed $300,000 from a third party. The note bore
10% interest and was convertible into common stock at $2 per share. During the
fourth quarter of 2004, this debt was converted into 150,000 shares of common
stock.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Westside is not currently involved in any pending legal proceeding.
In the future, Westside may become involved in various legal proceedings from
time to time, either as a plaintiff or as a defendant, and either in or outside
the normal course of business. Westside is not now in a position to determine
when (if ever) such a legal proceeding may arise. If Westside ever becomes
involved in a legal proceeding, Westside's financial condition, operations,
or cash flows could be materially adversely affected, depending on the facts and
circumstances relating to such proceeding.

In March 2005, Westside entered into a 38-month lease agreement, with the first
two months free, for $3,660 per month.

NOTE 6 -- INCOME TAXES

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 2004 and
2003, are as follows:

Federal income taxes:                              2004          2003

  Current                                     $        -       $     -
  Deferred                                       474,974        11,774
  Less: Valuation allowance                     (474,974)      (11,774)
                                               ----------      --------
    Total                                     $      -         $     -
                                              ===========      ========

Westside has prior net operating loss carryforwards of approximately $1,445,049
and $41,917 for the years ended December 31, 2004 and 2003 respectively.
Available carryforwards expire 15 to 20 years from when incurred.

                                     F-8
<PAGE>
NOTE 7 -- IMPAIRMENT OF LONG-LIVED ASSETS

Pursuant to FASB Statement No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, an impairment loss of $268,962 has been recognized for the
Lucille Pruitt #1 well and included in income from continuing operations before
income taxes under the caption "Impairment." In calculating the impairment loss,
fair value was determined by the discounted present value minus the carrying
value at December 31, 2004.

NOTE 8 -- COMMON STOCK

During the first quarter of 2004, Westside sold an aggregate of 4,080,000 shares
of common stock to one of its directors and to an entity under the control of
its other director for $.01 per share for total proceeds of $40,800.

During the second quarter of 2004, Westside sold 385,500 units consisting of two
shares of common stock and one warrant to purchase common stock with a per share
exercise price of $2.50, for cash of $2.00 per unit for total proceeds of
$771,000.

During the third quarter of 2004, Westside issued 149,500 shares of common stock
for services valued at $234,275. Westside issued 30,000 shares of common stock
valued at $43,500 for costs related to purchasing the Oil and Gas Properties.

During the fourth quarter of 2004, Westside completed an equity offering
consisting of 10,000,000 shares of common stock with an offer price of $2.00 per
share. The cash offering resulted $20,000,000 in gross proceeds. Westside's
placement agent received $1,400,000 and 300,000 warrants with a purchase price
of $2.00 per share and a term of 5 years.

As discussed in note 4, a $300,000 note was converted at $2 per share in
November 2004 resulting in the issuance of 150,000 shares.

NOTE 9 -- WARRANTS

During the year ended December 31, 2004, Westside issued warrants attached to
debt, stock purchases, and for consulting services. All issuances are approved
by the board of directors.

There were no warrants issued or outstanding until the year ended December 31,
2004. A summary of changes in outstanding warrants is as follows:

                                                                      Weighted
                                                                      Average
                                                     Warrants       Share Price
                                                --------------      -----------
Outstanding at December 31, 2003                            -                -

Changes during the year:
  Granted                                           1,510,500           $ 1.31
  Exercised                                                -                 -
  Forfeited                                                -                 -
                                                --------------       ----------
Outstanding at December 31, 2004                    1,510,500           $ 1.31
                                                ==============       ==========

Warrants outstanding and exercisable as of December 31, 2004:

                                            - - Outstanding - -     Exercisable
                                             Number      Remaining    Number
              Exercise Price               of Shares       life      of Shares
              --------------                 ----------  --------   ------------
                     $ .50                      820,000   4.2 years    820,000
                      2.00                      300,000   4.8 years    300,000
                      2.50                      390,500   1.4 years    390,500
                                             ----------                ---------
                                              1,510,500              1,510,500
                                             ==========              ==========

                               F-9
<PAGE>
NOTE 10 -- SUBSEQUENT EVENTS

In February 2005, 33,000 warrants were exercised at a price of $2.50 each
resulting in the issuance of 33,000 shares of common stock for a total of
$82,500.

<PAGE>





                      Westside Energy Corporation
                 Supplemental Information (Unaudited)
                     Year Ended December 31, 2004


Westside began oil and gas operation in 2004, therefore, t comparative data for
the year ending December 31, 2003 here is no

Capitalized Costs Relating to Oil and Gas Producing
Activities at December 31, 2004

Unproved oil and gas properties                                    $2,610,492
Proved oil and gas properties                                         709,968
                                                                   -----------
                                                                    3,320,460
Less accumulated depreciation, depletion, amortization,
and impairment                                                        366,813
                                                                   -----------
  Net capitalized costs                                            $2,953,647
                                                                   ===========

Costs Incurred in Oil and Gas Producing Activities
for the Year Ended December 31, 2004

Property acquisition costs
  Proved                                                           $   49,655
  Unproved                                                          2,610,492
Exploration and Development costs                                     653,781


Results of Operations for Oil and Gas Producing
Activities for the year ended December 31, 2004

Oil and gas sales                                                  $  116,137
Depreciation, depletion, and amortization                             (97,965)
Impairment expense                                                   (268,962)
                                                                   ----------
                                                                     (250,790)
Income tax expense                                                         -

Results of operations for oil and gas producing
activities (excluding corporate overhead and
financing costs)                                                   $ (250,790)
                                                                   ==========

The following estimates of proved and proved developed reserve quantities and
related standardized measure of discounted net cash flow are estimates only, and
do not purport to reflect realizable values or fair market values of the
Company's reserves. The Company emphasizes that reserve estimates are inherently
imprecise and that estimates of new discoveries are more imprecise than those of
producing oil and gas properties. Accordingly, these estimates are expected to
change as future information becomes available. All of the Company's reserves
are located in the United States.


Proved reserves are estimated reserves of crude oil (including condensate and
natural gas liquids) and natural gas that geological and engineering data
demonstrate with reasonable certainty to be recoverable in future years from
known reservoirs under existing economic and operating conditions. Proved
developed reserves are those expected to be recovered through existing wells,
equipment, and operating methods.

                         F-10
<PAGE>

The standardized measure of discounted future net cash flows is computed by
applying year-end prices of oil and gas (with consideration of price changes
only to the extent provided by contractual arrangements) to the estimated future
production of proved oil and gas reserves, less estimated future expenditures
(based on year-end costs) to be incurred in developing and producing the proved
reserves, less estimated future income tax expenses (based on year-end statutory
tax rates, with consideration of future tax rates already legislated) to be
incurred on pretax net cash flows less tax basis of the properties and available
credits, and assuming continuation of existing economic conditions. The
estimated future net cash flows are then discounted using a rate of 10 percent a
year to reflect the estimated timing of the future cash flows.

There are no proved undeveloped reserves.

                                                Oil (Bbls)            Gas (Mcf)

Proved developed reserves
  Beginning of year                               2,333                 104,594
  Production                                      (654)                 (13,805)
                                                ---------             ---------
End of year                                       1,679                  90,789
                                                =========             =========

Standardized measure of discounted future net
cash flows at December 31, 2004

Future cash inflows                                                  $ 554,400
Future production costs                                               (140,400)
Future tax expense                                                     (57,600)
                                                                     ---------
Future net cash flows                                                  356,400
  10% annual discount for
  estimated timing of cash flows                                       (62,900)
                                                                     ---------
Standardized measure of discounted
  future net cash flows relating to proved
  oil and gas reserves                                               $ 293,500
                                                                     =========

The following reconciles the change in the standardized measure of discounted
future net cash flow during 2004

Beginning of year                                                    $       -
Sales of oil and gas produced, net of
  production costs                                                    (116,137)
Net change from purchases and sales of
  minerals in place                                                    409,637
                                                                     ---------
End of year                                                          $ 293,500
                                                                     =========

                                      F-11
<PAGE>


                                   SIGNATURES

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

March 28, 2005                              WESTSIDE ENERGY CORPORATION


                                            By: /s/ Jimmy D. Wright
                                            Jimmy D. Wright,
                                            President

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

Name                           Title                                  Date

/S/Jimmy D. Wright         Director, President & Treasurer       March 28, 2005
-------------------
Jimmy D. Wright            (Principal Executive Officer,
                           Principal Financial Officer
                           and Principal Accounting
                           Officer)

/S/Keith D. Spickelmier    Director, Chairman of the Board       March 28, 2005
------------------------
Keith D. Spickelmier