UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB/A





x
            Quarterly
                report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934


For
                the quarterly period ended: September 30,
                2006





o
            Transition
                report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934


For
                the transition period from _______ to
                _________





Commission
      file number: 0-49837





**WESTSIDE
      ENERGY CORPORATION**


(Exact
      name of small business issuer as specified in its charter)





Nevada
            
            88-0349241(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)





3131
                Turtle Creek Blvd., Suite 1300, Dallas TX
            
            75219(Address
                of principal executive offices)
            
            (Zip
                Code)





214/522-8990


(Issuer’s
      telephone number)





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





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





The
      number of shares of common stock, $.01 par value, outstanding as of November
      16,
      2006: 21,461,909 shares





Transitional
      Small Business Disclosure Format (check one): Yes o No x


1
 AMENDMENT
            NO. 1 TO THE QUARTERLY REPORT ON FORM 10-QSB
 FOR
            THE
            QUARTER ENDED SEPTEMBER 30, 2006
  EXPLANATORY
            NOTE
  Shortly
            after filing our Quarterly Report on Form 10-QSB for the quarter ended
            September
            30, 2006 (the "Quarterly Report") with the U.S. Securities and Exchange
            Commission (the “Commission”), we discovered that certain changes that we
            attempted to make to the text of the Quarterly Report were not reflected
            in the
            Quarterly Report actually filed with the Commission. We are filing this
            Amendment No. 1 (the "Amendment") to the Quarterly Report to add these
            textual
            changes, which were inadvertently omitted. Readers are advised to note
            the
            following areas in the Amendment in which changes are reflected:
  ·
                  Page 5
                      - Consolidated Statements of Operations - September YTD 2006
                      - G&A
                      Expense; Total Expenses   ·
                  Page 6
                      - Consolidated Statement of Cash Flows - September YTD 2006
                      - Cash flow
                      details.   ·
                  Page
                      10 - Note 6 - Equity - Bullet point #4.
  ·
                Page
                    11 - Pro Forma Statement of Operations - September YTD 2006 -
                    Interest
                    Income; Pro Forma Adjustments; Totals.


2


WESTSIDE
      ENERGY CORPORATION


PERIOD
      ENDED SEPTEMBER 30, 2006





INDEX





PART
                I.
            FINANCIAL
                INFORMATION
            PageITEM
                1.
            FINANCIAL
                STATEMENTSConsolidated
                balance sheets as of September 30, 2006 and December 31,
                2005
            4Consolidated
                statements of operations for thethree
                months andnine
                months ended September 30, 2006 and  2005
            5Consolidated
                statements of cash flows for the nine months ended September 30,
                2006
                and 2005
            6Notes
                to consolidated financial statements
            7ITEM
                2.
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS
            15ITEM
                3.
            CONTROLS
                AND PROCEDURES
            21PART
                II.
            OTHER
                INFORMATIONITEM
                1.
            LEGAL
                PROCEEDINGS
            22ITEM
                2.
            UNREGISTERED
                SALES OF EQUITY SECURITES AND USE OF PROCEEDS
            22ITEM
                6.
            EXHIBITS
                AND REPORTS ON FORM 8-K(a)
            Exhibits
            23(b)
            Reports
                on Form 8-K
            24


SIGNATURES


3


**PART
        I.  FINANCIAL
        INFORMATION**
 ITEM
        1.  FINANCIAL
        STATEMENTS
  WESTSIDE
        ENERGY CORPORATION
 CONSOLIDATED
        BALANCE SHEETS
 (unaudited)
 
 
 September
                  30,
              
              December
                  31,2006
              
              2005ASSETSCurrent
                  AssetsCash
                  and cash equivalents
              
              $
              6,909,949
              
              $
              604,411Certificate
                  of deposit and escrow account
              
              
              27,887
              
              
              27,693Marketable
                  securities
              
              
              475,000
              
              
              1,050,000Accounts
                  receivable
              
              
              2,724,981
              
              
              492,349Prepaid
                  assets
              
              
              66,024
              
              
              1,770Derivative asset
              
              
              167,253
              
              
              -Deferred
                  acquisition charges
              
              
              -
              
              
              289,367Deferred
                  financing costs, net of accumulated amortization of
                  $16,610
              
              
              315,890
              
              
              -Total
                  current assets
              
              
              10,686,984
              
              
              2,465,590Oil
                  & gas properties, using successful efforts accountingProved
                  properties
              
              
              27,632,315
              
              
              8,513,598Unproved
                  properties
              
              
              9,920,984
              
              
              4,282,036Accumulated
                  depreciation, depletion, amortization & impairment
              
              
              (3,658,971
              )
              
              (1,293,895
              )Net
                  oil & gas properties
              
              
              33,894,328
              
              
              11,501,739Loan
                  receivable from EBS
              
              
              -
              
              
              4,100,000Property
                  and equipment, net of accumulated depreciation of $136,886
              
              
              166,504
              
              
              -TOTAL
                  ASSETS
              
              $
              44,747,816
              
              $
              18,067,329LIABILITIES
                  AND STOCKHOLDERS’ EQUITYCurrent
                  liabilitiesAccounts
                  payable and accrued expenses
              
              $
              6,140,329
              
              $
              529,446Current portion of long-term debt
              
              
              4,319,614
              
              
              -Total
                  current liabilities
              
              
              10,459,943
              
              
              529,446Non-current
                  liabilitiesAsset
                  retirement obligations
              
              
              102,542
              
              
              27,880Long
                  term portion of debt
              
              
              10,338,205
              
              
              -TOTAL
                  LIABILITIES
              
              
              20,900,690
              
              
              557,326STOCKHOLDERS’
                  EQUITYPreferred
                  stock, $.01 par value, 10,000,000 shares authorized, none issued
                  and
                  outstanding
              
              
              -
              
              
              -Common
                  stock, $.01 par value, 50,000,000 shares authorized, 21,460,935
                  and
                  17,376,745 shares issued and outstanding
              
              
              214,609
              
              
              173,767Additional
                  paid in capital
              
              
              34,848,846
              
              
              22,913,214Deferred
                  compensation
              
              
              (881,385
              )
              
              (176,312
              )Accumulated
                  other comprehensive gain
              
              
              167,253
              
              
              -Accumulated
                  deficit
              
              
              (10,502,197
              )
              
              (5,400,666
              )TOTAL
                  STOCKHOLDERS’ EQUITY
              
              
              23,847,126
              
              
              17,510,003TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY
              
              $
              44,747,816
              
              $
              18,067,329
 
 4
 
 WESTSIDE
        ENERGY CORPORATION
 CONSOLIDATED
        STATEMENTS OF OPERATIONS
 (unaudited)
 
 
 Three
                  Months Ended Sept. 30,
              
              Nine
                  Months Ended Sept. 30,2006
              
              2005
              
              2006
              
              2005RevenuesOil
                  and gas sales
              
              $
              1,752,816
              
              $
              78,525
              
              $
              2,806,066
              
              $
              199,746ExpensesProduction
              
              
              537,260
              
              
              14,973
              
              
              1,060,669
              
              
              62,828Exploration
              
              
              -
              
              
              13,383
              
              
              -
              
              
              351,010General
                  and administrative
              
              
              1,654,651
              
              
              410,682
              
              
              4,906,858
              
              
              1,243,440Depreciation,
                  depletion, and amortization
              
              
              662,738
              
              
              45,499
              
              
              1,635,169
              
              
              140,544Impairment
              
              
              -
              
              
              -
              
              
              -
              
              
              185,335Total
                  Expenses
              
              
              2,854,649
              
              
              484,537
              
              
              7,602,696
              
              
              1,983,157Loss
                  from Operations
              
              
              (1,101,833
              )
              
              (406,012
              )
              
              (4,796,630
              )
              
              (1,783,411
              )Other
                  Income (Expense)Interest
                  income
              
              
              42,414
              
              
              85,934
              
              
              178,723
              
              
              255,689Interest
                  expense
              
              
              (254,981
              )
              
              -
              
              
              (483,624
              )
              
              -Total
                  Other Income (Expense)
              
              
              (212,567
              )
              
              85,934
              
              
              (304,901
              )
              
              255,689Net
                  Loss
              
              $
              (1,314,400
              )
              $
              (320,078
              )
              $
              (5,101,531
              )
              $
              (1,527,722
              )Basic
                  and diluted loss per common share
              
              $
              (0.06
              )
              $
              (0.02
              )
              $
              (0.24
              )
              $
              (0.09
              )Weighted
                  average common shares outstanding
              
              
              21,233,957
              
              
              17,376,165
              
              
              20,899,406
              
              
              17,245,220
 
 5
 
 WESTSIDE
        ENERGY CORPORATION
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
 (unaudited)
 
 
 Nine
                  months ended Sept. 30,2006
              
              2005CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (5,101,531
              )
              $
              (1,527,722
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Share-based
                  compensation
              
              
              651,474
              
              
              205,164Impairment
              
              
              -
              
              
              185,335Depreciation,
                  depletion and amortization
              
              
              1,635,169
              
              
              140,544Amortization
                  of discount on note payable
              
              
              25,576
              
              
              -Amortization
                  of deferred financing costs
              
              
              16,610
              
              
              -Changes
                  in:Accounts
                  receivable
              
              
              4,903,617
              
              
              (69,040
              )Prepaid
                  assets
              
              
              (496,440
              )
              
              (25,318
              )Accounts
                  payable and accrued expenses
              
              
              (7,744,955
              )
              
              632,213NET
                  CASH USED IN OPERATING ACTIVITIES
              
              
              (6,110,480
              )
              
              (458,824
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESCash
                  acquired on acquisition of EBS
              
              
              955,774
              
              
              -Advances
                  to EBS
              
              
              (3,644,754
              )
              
              -Purchase
                  of marketable securities
              
              
              -
              
              
              (3,575,098
              )Proceeds
                  from sale of marketable securities
              
              
              575,000
              
              
              125,000Purchase
                  of certificate of deposit
              
              
              -
              
              
              (25,000
              )Purchase
                  of office equipment
              
              
              (151,087
              )
              
              (25,506
              )Capital
                  expenditures for oil and gas properties
              
              
              (10,840,865
              )
              
              (6,246,365
              )NET
                  CASH USED IN INVESTING ACTIVITIES
              
              
              (13,105,932
              )
              
              (9,746,969
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from notes payable, net of financing costs
              
              
              14,887,500
              
              
              -Payments
                  for fundraising
              
              
              -
              
              
              (2,121
              )Proceeds
                  from sale of common stock, net
              
              
              11,040,207
              
              
              225,000Payments
                  on note
              
              
              (405,757
              )
              
              -NET
                  CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              25,521,950
              
              
              222,879NET
                  CHANGE IN CASH
              
              
              6,305,538
              
              
              (9,982,914
              )CASH
                  AND CASH EQUIVALENTS-Beginning
                  of period
              
              
              604,411
              
              
              15,995,691-End
                  of period
              
              $
              6,909,949
              
              $
              6,012,777SUPPLEMENTAL
                  CASH FLOW DISCLOSURES:Interest
                  paid
              
              $
              462,361
              
              
              -Taxes
                  paid
              
              
              -
              
              
              -NON-CASH
                  DISCLOSURES:Discount
                  on note payable
              
              $
              182,000
              
              $
              -Change
                  in derivative liability
              
              
              222,965
              
              
              -Deferred
                  stock compensation
              
              
              705,073
              
              
              291,490Stock
                  issued for debt
              
              
              20,000
              
              
              -Unrealized
                  loss on marketable securities
              
              
              -
              
              
              98Stock
                  issued for deferred compensation
              
              
              -
              
              
              291,480




6


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)











NOTE
      1 -
      BASIS OF PRESENTATION





The
      accompanying unaudited interim financial statements of Westside Energy
      Corporation (“Westside”), have been prepared in accordance with accounting
      principles generally accepted in the United States of America and the rules
      of
      the Securities and Exchange Commission, and should be read in conjunction with
      the audited financial statements and notes thereto contained in Westside’s
      latest annual report filed with the SEC on Form 10-KSB, as amended. In the
      opinion of management, all adjustments, consisting of normal recurring
      adjustments, necessary for a fair presentation of financial position and the
      results of operations for the interim periods presented have been reflected
      herein. The results of operations for interim periods are not necessarily
      indicative of the results to be expected for the full year. Notes to the
      financial statements which would substantially duplicate the disclosure
      contained in the audited financial statements for fiscal year 2005, as reported
      in form 10-KSB, as amended, have been omitted.





The
      consolidated financial statements reflect the accounts of Westside, including
      its wholly-owned subsidiaries from March 15, 2006, the date of the acquisition
      of EBS discussed in Note 7. Significant inter-company accounts and transactions
      have been eliminated.








NOTE
      2 -
      STOCK-BASED COMPENSATION





On
      January 1, 2006, Westside adopted SFAS No. 123(R), "Share-Based Payment”. SFAS
      123(R) replaced SFAS No. 123 and supersedes APB Opinion No. 25. SFAS 123(R)
      requires all share-based payments to employees, including grants of employee
      stock options, to be recognized in the financial statements based on their
      fair
      values. The pro forma disclosures previously permitted under SFAS 123 are no
      longer an alternative to financial statement recognition. Westside adopted
      SFAS
      123(R) using the modified prospective method which requires the application
      of
      the accounting standard as of January 1, 2006.





Prior
      to
      2006, Westside began issuing common stock to employees as compensation. Westside
      recorded as compensation expense the fair value of such shares as calculated
      pursuant to Statement of Financial Accounting Standard No. 123, Accounting
      for
      Stock-Based Compensation, recognized over the related service period. Westside
      has no option plans for its employees. Westside accounts for stock-based
      compensation issued to non-employees in accordance with the provisions of SFAS
      No. 123 and EITF No. 96-18, “Accounting for Equity Investments That Are Issued
      to Non-Employees for Acquiring, or in Conjunction with Selling Goods or
      Services”. For expensing purposes, the value of common stock issued to
      non-employees and consultants is determined based on the fair value of the
      services received or the fair value of the equity instruments issued, whichever
      value is more reliably measurable.








NOTE
      3 -
      CONCENTRATION OF RISK





At
      September 30, 2006, Westside’s cash in financial institutions exceeded the
      federally insured deposits limit by $6 **,** 587,785.
      An investment of $626,962 in a reverse repurchase agreement is included in
      cash
      and cash equivalents at September 30, 2006. The collateral for this investment
      consisted of a collateralized mortgage obligation with a market value of
      approximately $641,197.








7


NOTE
      4 -
      DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES





On
      March
      17, 2006, Westside entered into swap agreements in order to provide a measure
      of
      stability to Westside’s cash flows due to volatile oil and gas prices and to
      manage the exposure to commodity price risk.





SFAS
      No. 133 “Accounting for Derivative Instruments and Hedging Activities”
requires that all derivative instruments be recorded on the balance sheet at
      their fair value. Changes in the fair value of each derivative is recorded
      each
      period in current earnings or other comprehensive income, depending on whether
      the derivative is designated as part of a hedge transaction and, if it is,
      the
      type of hedge transaction. To make this determination, management formally
      documents the hedging relationship and its risk-management objective and
      strategy for undertaking the hedge, the hedging instrument, the item, the nature
      of the risk being hedged, how the hedging instrument’s effectiveness in
      offsetting the hedged risk will be assessed, and a description of the method
      of
      measuring ineffectiveness. This process includes linking all derivatives that
      are designated as cash-flow hedges to specific cash flows associated with assets
      and liabilities on the balance sheet or to specific forecasted transactions.





Westside
      also formally assesses, both at the hedge’s inception and on an ongoing basis,
      whether the derivatives that are used in hedging transactions are highly
      effective in offsetting cash flows of hedged items. A derivative that is highly
      effective and that is designated and qualifies as a cash-flow hedge has its
      changes in fair value recorded in other comprehensive income to the extent
      that
      the derivative is effective as a hedge. Any other changes determined to be
      ineffective do not qualify for cash-flow hedge accounting and are reported
      currently in earnings.




Westside
      discontinues cash-flow hedge accounting when it is determined that the
      derivative is no longer effective in offsetting cash flows of the hedged item,
      the derivative expires or is sold, terminated, or exercised, the derivative
      is
      redesignated as a non-hedging instrument because it is unlikely that a
      forecasted transaction will occur, or management determines that designation
      of
      the derivative as a cash-flow hedge instrument is no longer appropriate. In
      situations in which cash-flow hedge accounting is discontinued, Westside
      continues to carry the derivative at its fair value on the balance sheet and
      recognizes any subsequent changes in its fair value in earnings.





When
      the
      criteria for cash-flow hedge accounting are not met, realized gains and losses
      (i.e., cash settlements) are recorded in other income and expense in the
      Statements of Operations. Similarly, changes in the fair value of the derivative
      instruments are recorded as unrealized gains or losses in the Statements of
      Operations. In contrast, cash settlements for derivative instruments that
      qualify for hedge accounting are recorded as additions to or reductions of
      oil
      and gas revenues while changes in fair value of cash flow hedges are recognized,
      to the extent the hedge is effective, in other comprehensive income until the
      hedged item is recognized in earnings.




Based
      on
      the above, management has determined that the swaps qualify for cash-flow hedge
      accounting treatment. For the period ended September 30, 2006, Westside
      recognized a derivative asset of $167,253 with the change in fair value
      reflected in other comprehensive gain.




8


NOTE
      5 -
      DEBT





On
      March
      15, 2006, Westside entered into a $45 million four-year Advancing Term Credit
      Agreement (the “Credit Agreement”)with GasRock Capital,LLC (GasRock) as lender.
      The Credit Agreement provides the terms under which GasRock will make available
      to the Company a senior secured revolving credit facility in an aggregate amount
      of up to $45 million. Borrowing under the Credit Agreement may be used for
      the
      following purposes:





1.  Up
      to
      $9.5 million may be used for closing costs pertaining to the purchase of EBS,
      for approved drilling and for pipeline expansion.





2.  Approximately
      $1.0 million may be used in certain circumstances for Westside's
      overhead.





3.  Up
      to an
      additional $34.5 million may be made available at later dates (subject to
      GasRock's approval) for additional exploitation of proved developed
      non-producing reserves, additional lender-approved drilling of new wells, lease
      acquisitions, pipeline expansion or seismic expenses.





GasRock's
      commitments under the Credit Agreement will terminate on March 14, 2010, unless
      terminated earlier by Westside upon repayment of all outstanding amounts or
      by
      GasRock upon an event of default. To secure Westside's obligations under the
      Credit Agreement, Westside granted a security interest in all of its assets
      in
      favor of GasRock. The Credit Agreement also requires hedging for a substantial
      portion of Westside's reserves. Amounts outstanding under the Credit Agreement
      will bear interest at an annual rate equal to the greater of (a) 12.0% or (b)
      the one-month London interbank offered rate (LIBOR), plus 6.50%. 85.0% of
      monthly revenue from oil & gas production and commodity hedging, net of
      production operations related costs, will be applied to the repayment of the
      indebtedness under the Credit Agreement, subject to the limited ability of
      Westside to remit less than 85% and to retain more than 15% of monthly net
      revenue to cover Westside's overhead. Westside will also pay a facility fee
      equal to 2.0% of all advances, with the amount of such fee not paid at the
      time
      of the advance but added to the outstanding principal balance and amortized
      in
      accordance with the terms of the Credit Agreement. In consideration of GasRock
      providing the financing under the Credit Agreement, GasRock will receive a
      1.0%
      overriding royalty interest (proportionately reduced to Westside’s working
      interest) in each producing well and lease within Westside as of the date of
      the
      execution of the Credit Agreement. GasRock will also receive a 1.0% overriding
      royalty interest (proportionately reduced to Westside’s working interest) in
      each producing well and lease and related unit acquired during the term of
      the
      Credit Agreement if Westside uses advances under the Credit Agreement to acquire
      same. GasRock will also receive a 1.5% overriding royalty interest
      (proportionately reduced to Westside’s working interest) in each well and
      related unit if Westside uses advances under the Credit Agreement to develop
      same. The Credit Agreement contains customary representations and warranties,
      customary affirmative and negative covenants (including a maximum leverage
      ratio), and customary events of default.





As
      of
      September 30, 2006, Westside has borrowed an aggregate of $15,524,400. In
      association with this debt, a fee was paid to a third party per terms of a
      financial services agreement. The fee totaled $332,500 and has been capitalized
      as deferred financing costs. The deferred financing costs will be amortized
      over
      the life of the debt using the effective interest method. As of September 30,
      2006, $16,610 has been amortized. In addition to the deferred financing costs,
      $154,200 was paid in fees to the lender. These fees were recorded as a discount
      to the note payable and are being amortized over the life of the note using
      the
      effective interest method. As of September 30, 2006, $25,576 of the discount
      has
      been amortized.








9


NOTE
      6 -
      EQUITY





Westside
      had the following equity transactions for the nine-month period ended September
      30, 2006:





·
            179,972
                common shares were purchased by two officers in a private offering
                for
                proceeds of $566,912.


·
            On
                January 9, 2006, Westside completed the private placement of $3,278,000
                shares of common stock at a price of $3.15 per share. The cash offering
                resulted in $10,325,700 in gross proceeds and approximately $9.6million
                in
                net proceeds to Westside after deducting placement -related
                costs.


·
            Westside
                issued 22,915 common shares valued at $58,396 for
                services.


·
            246,777
                common shares were issued to employees as deferred compensation throughout
                the nine-month period ended September 30, 2006. The shares vest evenly
                two
                years from the date the shares were issued. $593,078 of deferred
                compensation was amortized for the nine-month period ended September
                30,
                2006.


·
            357,500
                warrants were exercised for proceeds of
                $813,750.








NOTE
      7 -
      PURCHASE OF EBS OIL AND GAS PARTNERS PRODUCTION COMPANY, L.P.





On
      March
      15, 2006, Westside acquired EBS Oil and Gas Partners Production Company, L.P.
      and EBS Oil and Gas Partners Operating Company, L.P. (collectively “EBS”). The
      acquired EBS assets consist (in part) of rights in approximately 9,837 gross
      acres. In addition, EBS owned an approximately one-sixth interest in Tri-County
      Gathering, a pipeline system (operated by Cimmarron Gathering, LLP) that is
      the
      primary transporter of gas sold by EBS in the Barnett Shale area. This pipeline
      is comprised of approximately 14 miles of gathering lines and three compression
      stations with approximately 2,500 horsepower of compression with pipeline
      capacity of approximately 20 million cubic feet per day. The statement of
      operations reflects the impact of the acquired assets for the period from March
      15, 2006 to September 30, 2006.





The
      following table summarizes the preliminary fair values assigned to the assets
      acquired and the liabilities assumed at the date of acquisition:




Current
                  assets
              $
                  8,094,600Property
                  and equipment, net
              13,204,537Other
                  assets, net
              113,911Total
                  assets
              21,413,048Less:Total
                  liabilities
              (12,994,359)Total
                  purchase price
              $
                  8,418,689




The
        following unaudited pro forma information assumes the acquisition of EBS
        occurred as of January 1, 2006 and January 1, 2005 ,
        respectively. The pro forma results are not necessarily indicative of what
        actually would have occurred had the acquisition been in effect for the period
        presented.
  10
 WESTSIDE
          ENERGY CORPORATION
 PRO
          FORMA
          STATEMENT OF OPERATIONS
 Nine
          Months Ended September 30, 2006
 (unaudited)
 
 
 Pro
                    FormaWestside
                
                EBS
                
                Adjustments
                
                Pro
                    FormaRevenuesOil
                    and gas sales
                
                $
                2,806,066
                
                $
                668,812
                
                $
                -
                
                $
                3,474,878ExpensesProduction
                
                
                1,060,669
                
                
                92,671
                
                
                -
                
                
                1,153,340General
                    and administrative
                
                
                4,906,858
                
                
                434,163
                
                
                -
                
                
                5,341,021Depreciation,
                    depletion, and amortization
                
                
                1,635,169
                
                
                145,642
                
                
                -
                
                
                1,780,811Total
                    Expenses
                
                
                7,602,696
                
                
                672,476
                
                
                -
                
                
                8,275,172Loss
                    from Operations
                
                
                (4,796,630
                )
                
                (3,664
                )
                
                
                
                
                (4,800,294
                )Other
                    Income (Expense)Interest
                    income
                
                
                178,723
                
                
                -
                
                
                -
                
                
                178,723Interest
                    expense
                
                
                (483,624
                )
                
                (36,200
                )
                
                (119,237
                )
                
                (639,061
                )Total
                    Other Income (Expense)
                
                
                (304,901
                )
                
                (36,200
                )
                
                (119,237
                )
                
                (460,338
                )NET
                    LOSS
                
                $
                (5,101,531
                )
                $
                (39,864
                )
                $
                (119,237
                )
                $
                (5,260,632
                )Basic
                    and diluted loss per common share
                
                $
                (0.24
                )
                
                
                
                
                
                
                $
                (0.25
                )Weighted
                    average common shares outstanding
                
                
                20,899,406
                
                
                
                
                
                
                
                
                20,899,406
  11
  WESTSIDE
          ENERGY CORPORATION
 PRO
          FORMA
          STATEMENT OF OPERATIONS
 Nine
          Months Ended September 30, 2005
 (unaudited)
 
 
 Pro
                    FormaWestside
                
                EBS
                
                Adjustments
                
                Pro
                    FormaRevenuesOil
                    and gas sales
                
                $
                199,746
                
                $
                1,072,,406
                
                $
                -
                
                $
                1,272,152ExpensesProduction
                
                
                62,828
                
                
                544,270
                
                
                -
                
                
                607,098Exploration
                
                
                351,010
                
                
                -
                
                
                -
                
                
                351,010General
                    and administrative
                
                
                1,243,440
                
                
                1,906,791
                
                
                -
                
                
                3,150,231Depreciation,
                    depletion, and amortization
                
                
                140,544
                
                
                795,137
                
                
                -
                
                
                935,681Impairment
                
                
                185,335
                
                
                -
                
                
                -
                
                
                185,335Total
                    Expenses
                
                
                1,983,157
                
                
                3,246,198
                
                
                -
                
                
                5,229,355Loss
                    from Operations
                
                
                (1,783,411
                )
                
                (2,173,792
                )
                
                -
                
                
                (3,957,203
                )Other
                    Income (Expense)Interest
                    income
                
                
                255,689
                
                
                -
                
                
                -
                
                
                255,689Interest
                    expense
                
                
                -
                
                
                (316,601
                )
                
                (453,502
                )
                
                (770,103
                )Other
                    income
                
                
                -
                
                
                1,745,922
                
                
                -
                
                
                1,745,922Total
                    Other Income (Expense)
                
                
                255,689
                
                
                1,429,321
                
                
                (453,502
                )
                
                1,231,508NET
                    LOSS
                
                $
                (1,527,722
                )
                $
                (744,471
                )
                $
                (453,502
                )
                $
                (2,725,695
                )Basic
                    and diluted loss per common share
                
                $
                (0.09
                )
                
                
                
                
                
                
                $
                (0.16
                )Weighted
                    average common shares outstanding
                
                
                17,245,220
                
                
                
                
                
                
                
                
                17,245,220
 
  12
  WESTSIDE
          ENERGY CORPORATION
 PRO
          FORMA
          STATEMENT OF OPERATIONS
 Three
          Months Ended September 30, 2005
 (unaudited)
 
 
 Pro
                    FormaWestside
                
                EBS
                
                Adjustments
                
                Pro
                    FormaRevenuesOil
                    and gas sales
                
                $
                78,525
                
                $
                668,492
                
                $
                -
                
                $
                747,017ExpensesProduction
                
                
                14,973
                
                
                495,138
                
                
                -
                
                
                510,111Exploration
                
                
                13,383
                
                
                -
                
                
                -
                
                
                13,383General
                    and administrative
                
                
                410,682
                
                
                1,002,728
                
                
                -
                
                
                1,413,410Depreciation,
                    depletion, and amortization
                
                
                45,499
                
                
                675,023
                
                
                -
                
                
                720,522Total
                    Expenses
                
                
                484,537
                
                
                2,172,889
                
                
                -
                
                
                2,657,426Loss
                    from Operations
                
                
                (406,012
                )
                
                (1,504,397
                )
                
                -
                
                
                (1,910,409
                )Other
                    Income (Expense)Interest
                    income
                
                
                85,934
                
                
                -
                
                
                -
                
                
                85,934Interest
                    expense
                
                
                -
                
                
                (183,546
                )
                
                (198,314
                )
                
                (381,860
                )Other
                    income
                
                
                -
                
                
                1,317,078
                
                
                -
                
                
                1,317,078Total
                    Other Income (Expense)
                
                
                85,934
                
                
                1,133,532
                
                
                -
                
                
                1,021,152NET
                    LOSS
                
                $
                (320,078
                )
                $
                (370,865
                )
                $
                (198,314
                )
                $
                (889,257
                )Basic
                    and diluted loss per common share
                
                $
                (0.02
                )
                
                
                
                
                
                
                $
                (0.05
                )Weighted
                    average common shares outstanding
                
                
                17,376,165
                
                
                
                
                
                
                
                
                17,376,165
 
  13
  NOTE
          8 -
          SUBSEQUENT EVENT
 
 On
          November 9, 2006, Westside sold its pipeline system for $5.0 million.
          The pipeline system was acquired by Westside as part of the purchase of
          EBS as
          discussed in Note 7. The sale resulted in no gain or
          loss.







14


**ITEM
                2.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS**





**General**





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. The
      Company is focusing its efforts initially in the State of Texas, particularly
      in the
      Barnett Shale play located in the north central part of the state of
      Texas .
      The
      Company's major emphasis is participation in the oil and gas segment, acquiring
      interests in producing oil and gas properties, acquiring interests in
      undeveloped acreage, and participating in exploration, development and
      production operations. The Company's principal products are crude oil and
      natural gas. The Company is engaged 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. There
      can
      be no assurance that the Company will be successful in its exploration,
      development and production activities. The oil and gas business involves
      numerous risks, the principal ones of which are described in the section
      captioned " RISK
      FACTORS "
      in the
      Company's Annual Report on Form 10-KSB for the year ended December 31, 2005.




As
      of the
      end of the period covered by this Report, **** the
      Company had acquired a total leased acreage position of 81,431 gross acres
      and
      66,580 net acres in various Texas counties in the Barnett Shale, including
      Denton, Cooke, Montague, Hill, Ellis, Hamilton, Comanche and Mills Counties.
      As
      of the end of the period covered by this Report, **** all
      of
      this acreage (other than 2,820 gross acres and 728 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, 2,820 gross acres and 728 net acres are regarded as "developed"
      acreage. ****





During
      the quarter covered by this Report, the Company commenced drilling two gross
      horizontal wells (0.87 net wells) and completed one gross well (0.48 net wells).
      As of the end of the period covered by this Report, the Company owned interests
      in 65 gross wells and 14.7 net wells. A net 10.4 wells are currently on
      production and the other 4.3 net wells are drilling, non-producing or waiting
      on
      completion or pipeline hook-up.




The
      Company’s initial horizontal well in Hill County, the Primula #1H, reached its
      targeted vertical depth of 8,450 feet in the third quarter. The vertical portion
      of the well has been logged to determine the shale thickness and quality, and
      to
      calibrate the Company’s 3-D seismic data for use in selecting future drilling
      locations in the area. The horizontal portion of the well was kicked off and
      drilled to a measured depth of 8,915 feet. At this depth, the rig drilling
      the
      well became inoperable, and the Company elected to terminate the rig contract.
      The Company contracted for a new rig, which is currently on location, and the
      Company expects to recommence drilling of the Primula well shortly.





On
      September 20, 2006, the Company and Forest Oil Corporation consummated the
      acreage swap pursuant to the Joint Exploration Agreement previously entered
      into
      on July 17, 2006.  The Company assigned fifty percent (50.00%) of its
      interest in approximately 4,000 net acres in Hill County, Texas to Forest and
      Forest assigned fifty percent (50.00%) of its interest in approximately 4,000
      net acres in Hill County, Texas to the Company.  The parties intend to
      complete the assignment of the additional acreage contemplated under the Joint
      Exploration Agreement to one another upon the completion of due diligence and
      curative matters contemplated under the Agreement.





15


On November
      9, 2006 ,
      Westside Energy Production Company, L.P. (“Seller”), a wholly-owned subsidiary
      of the Company, entered into a binding purchase and sale agreement (the
“Agreement”) with Cimmarron Gathering, LP (“Purchaser”) pursuant to which Seller
      agreed to sell to Purchaser, Seller’s one-sixth interest (the “Interest”) in
      Tri-County Gathering, a pipeline system operated by Purchaser (the “Pipeline”).
      This pipeline is comprised of approximately 14 miles of gathering lines and
      three compression stations with approximately 2,500 horsepower of compression
      with pipeline capacity of approximately 20 million cubic feet per day. The
      sale
      of the Interest was also consummated on November
      9, 2006 .
      The
      purchase price for the Interest consisted of a cash sum of approximately $5.0
      million, which was paid in its entirety at closing. The purchase price was
      the
      result of arms-length negotiations between the parties. The Agreement contains
      representations, warranties, indemnifications and other agreements believed
      by
      the Company to be customary for transactions such as the one provided for by
      the
      Agreement. Other than for their relationship as co-owners of the Pipeline,
      prior
      to the consummation of the sale and purchase of the Interest, there were no
      material relationships between (a) Seller and the Company, and their respective
      officers, directors, affiliates, associates, partners or shareholders, on the
      one hand, and (b) Purchaser and its officers, managers, affiliates, associates
      or partners, on the other hand.





The
      following discussion and analysis of the Company’s financial condition and
      results of operations should be read in conjunction with the Company’s
      consolidated financial statements and related notes included elsewhere in this
      Report. In addition to historical information, the discussion in this Report
      contains forward-looking statements that involve risks and uncertainties. Actual
      results could differ materially from those anticipated by these forward-looking
      statements due to factors including, but not limited to, those factors set
      forth
      elsewhere in this Report and in
      the
      section captioned " RISK
      FACTORS "
      in the
      Company's Annual Report on Form 10-KSB for the year ended December 31,
      2005 .





**Results
      of Operations**





Financial
      results for the three-month and nine-month periods ended September 30, 2006
      are
      not directly comparable to financial results for the three-month and nine-month
      periods (respectively) ended September 30, 2005. During
      the three-month  and
      nine-month periods ended
      September 30, 2005, the Company had limited operations consisting of the
      Company's first two wells (the Lucille Pruitt #1 and #2H), and three marginal
      non-operated wells that were sold in the fourth quarter of 2005. By the
      start of the third quarter of 2006, the Company had greatly expanded its
      operations compared to the third quarter of 2005, and the completion of the
      EBS
      acquisition during the first quarter of 2006 greatly affected the financial
      results for the third quarter and the first three quarters of 2006 compared
      to
      the financial results for the third quarter and the first three quarters of
      2005.





*Quarter
      Ended September 30, 2006 Compared to the Quarter Ended September 30,
      2005*







***Revenues.*** Revenues
      from sales of oil and natural gas were $1,752,816 in the third quarter of 2006
      as compared to $78,525 in the third quarter of 2005. This increase in revenues
      reflects the impact of higher sales volumes for both oil and gas, and higher
      oil
      sales prices. **** Oil
      sales
      volumes increased from an average of six to 117 barrels per day, and average
      oil
      sales prices increased from $62.83 to $66.91 per barrel. Natural gas sales
      increased from an average of 69 to 1,533 thousand cubic feet (MCF) per day
      while
      average natural gas sales prices decreased from $6.72 to $5.39, reflecting
      the
      impact of severe weather on prices in 2005 and a change in the mix of wells
      producing to sales in 2006.





16


***Expenses.*** Operating
      expenses increased to $2,854,649 in
      the
      third quarter of 2006 from $484,537 for
      the
      third quarter of 2005. This significant increase reflects the impact on expenses
      of higher oil and gas sales volumes in the third quarter of 2006 and increases
      in staff after the third quarter of 2005. Production expenses were $537,260 in
      the
      third quarter of 2006 as compared to $14,973 in
      the
      third quarter of 2005, reflecting increased production operations activities
      associated with the substantial increase in sales volumes as well as higher
      oil
      and gas severance taxes due to both higher volumes and higher oil prices.
      General and administrative expenses increased to $1,654,651 in
      the
      third quarter of 2006 from $410,682 in
      the
      third quarter of 2005. Approximately
      40% of
      this
      increase was the result of the non-cash expense recorded in the 2006 period
      for
      stock compensation. The remaining increase in general and administrative
      expenses reflects salaries for additional staff and additional overhead costs
      resulting from a substantial increase in business support activities as a result
      of drilling and operating substantially more wells in 2006.





***Depreciation,
      Depletion and Amortization.*** Depreciation,
      depletion and amortization costs increased to $662,738 in the third quarter
      of
      2006 from $45,499 in the third quarter of 2005, reflecting the impact of the
      substantial increase in volumes of oil and natural gas produced and sold and
      the
      expensing of capitalized costs on a units-of-production basis.





***Operating
      Loss.*** As
      a
      result of the above described revenues and expenses, the Company incurred an
      operating loss of $1,101,833 in the third quarter of 2006 as compared to an
      operating loss of $406,012 in the third quarter of 2005.





***Other
      Income (Expense).*** Other
      income and expense items in the third quarter of 2006 included $42,414 in
      interest income and $254,981 in interest expense. The third quarter of 2005
      results included $85,934 in interest income and no interest expense. Interest
      expense increased in 2006 as a result of borrowings under the GasRock credit
      facility.





***Net
      Loss.*** The
      Company incurred a net loss of $1,314,400 ,
      or $0.06 per
      share, for the quarter ended September 30, 2006 as compared to a net loss of $320,078,
      or $0.02 per
      share, for the quarter ended September 30, 2005.





*Nine
      Months Ended September 30, 2006 Compared to*


*the
      Nine Months Ended September 30, 2005*





***Revenues.*** Revenues
      from sales of oil and natural gas were $2,806,066 in the first nine months
      of
      2006 as compared to $199,746 in the first nine months of 2005. This increase
      in
      revenues reflects the impact of higher sales volumes for both oil and gas,
      and
      higher oil sales prices. Oil sales volumes increased from an average of four
      to
      57 barrels per day, and average oil sales prices increased from $62.83 to $64.87
      per barrel. Natural gas sales increased from an average of 87 to 950 thousand
      cubic feet (MCF) per day while average natural gas sales prices decreased from
      $6.09 to $5.48 per MCF.





***Expenses.*** Operating
      expenses increased from $1,983,157 in the first nine months of 2005 to
      $7,602,696 for the first nine months of 2006. This significant increase reflects
      the impact on expenses of producing from more wells plus higher oil and gas
      sales volumes in the first nine months of 2006 and increases in staff.
      Production expenses were $1,060,669 in the first nine months of 2006 as compared
      to $62,828 in the first nine months of 2005, reflecting increased production
      operations activity associated with the increase in production volumes as well
      as higher oil and gas severance taxes due to both higher volumes and higher
      oil
      prices. Exploration expenses in the first nine months of 2005 of $351,010 were
      for the three-dimensional seismic acquisition program conducted in that period.
      General and administrative expenses increased from $1,243,440 in the first
      nine
      months of 2005 to $4,906,858 in the first nine months of 2006. Approximately
      50%
      of this increase was the result of the non-cash stock compensation expense
      recorded in the 2006 period. The remaining increase in general and
      administrative expenses reflects salaries for additional staff and additional
      overhead costs resulting from a substantial increase in business support
      activities as a result of drilling and operating substantially more wells in
      2006.





17


***Depreciation,
      Depletion, Amortization, and Impairment.*** Depreciation,
      depletion and amortization costs increased from $140,544 in the first nine
      months of 2005 to $1,635,169 in the first nine months of 2006 reflecting the
      impact of the substantial increase in volumes of oil and natural gas produced
      and sold and the expensing of capitalized costs on a units-of-production basis.
      Impairment costs of $185,335 were recorded in the 2005 period.





***Operating
      Loss.*** As
      a
      result of the above described revenues and expenses, the Company incurred an
      operating loss of $4,796,630 in the first nine months of 2006 as compared to
      an
      operating loss of $1,783,411 in the first nine months of 2005.





***Other
      Income (Expense).*** Other
      income and expense items in the first nine months of 2006 included $178,723
      in
      interest income and $483,624 in interest expense. The first nine months of
      2005
      results included $255,689 in interest income and had no interest expense.
      Interest expense increased substantially as a result of three draws against
      the
      GasRock credit facility commencing in March 2006.





***Net
      Loss.*** The
      Company incurred a net loss of $5,101,531, or $.24 per share, for the nine-month
      period ended September 30, 2006 as compared to a net loss of $1,527,722, or
      $.09
      per share, for the nine-month period ended September 30, 2005.





**Liquidity
      and Capital Resources**





***Sales
      of Equity*** .  In
      January 2006, the Company completed a private placement in  which
      the
      Company sold 3,278,000 shares of its common stock, at $3.15 per share, to
      27  investors
      resulting in gross proceeds of approximately $10.3 million and net  proceeds
      of approximately $9.5 million after placement-related costs. In May  through
      July 2006, the Company raised approximately $1.3 million from the sale
      of  approximately
      290,000 shares issued upon exercise of warrants by 16 warrant  holders
      at $2.50 per share and the sale of approximately 180,000 shares to
      two  of
      its
      executives at $3.15 per share.





***Cash
      and Available Credit*** .
      As of
      September 30, 2006, the Company had cash, cash  equivalents
      and marketable securities of approximately $7.4 million. As of  September
      30, 2006, the Company had approximately $30 million of unused availability
      under its senior
      secured credit facility, use of which is subject to lender consent.





***Hedging*** .
      Under
      its senior secured credit facility, described below, the Company is required
      to hedge a substantial portion of its reserves. As of September 30,  2006,
      the
      Company had entered into swap contracts covering 75% of its
      projected  production
      through March 2008 from its proved developed producing reserves  estimated
      as of December 31, 2005 based on a report prepared by LaRoche  Petroleum
      Consultants, Ltd., a third-party engineering firm. The prices stated  in
      the
      swap contracts were $8.05 per MMBtu for natural gas and $66.15 per
      barrel  for
      oil.





***Senior
      Secured Credit Facility*** .
      In
      March 2006, the Company entered into a $45  million
      senior secured revolving credit facility with GasRock Capital LLC,
      of  which
      approximately $15.1 million was outstanding as of September 30,
      2006.  Future
      borrowings, subject to the lender's approval, may be used for
      additional  development
      of proved developed non-producing reserves, drilling of new wells,  lease
      acquisitions, pipeline expansion, seismic expenses, and general and  administrative
      expenses. The credit facility, which is secured by a first lien  on
      all of
      the Company’s assets, terminates in March 2010 (although additional draws may
      not be made after March 2009), unless earlier terminated by the
      Company  upon
      repayment of outstanding obligations or by GasRock upon an event of  default.
      The credit facility bears annual interest at the greater of 12% or
      the  one-month
      LIBOR plus 6.50%. It also requires debt  service
      at the rate of 85% of the Company’s monthly revenues from natural gas and
      oil  production
      and commodity hedging, net of production and operations related  costs.
      Each advance requires a 2% facility fee that is added to principal
      and  amortized.
      GasRock is also entitled to a (i) 1% overriding royalty interest  (proportionately
      reduced to the Company’s working interest) in each of the Company’s producing
      wells  and
      leases that existed when the Company entered into the credit facility and in
      each  producing
      well, lease and any related unit (as defined in the credit
      agreement)  acquired
      by borrowing under the facility during its term and (ii) 1.5%  overriding
      royalty interest (proportionately reduced to the Company’s working interest)
      in  each
      well
      and related unit, development of which is financed with borrowing  under
      the
      credit facility. The credit agreement also requires the Company to hedge
      a  substantial
      portion of its reserves. See "Hedging" above.





18


In
      connection with its acquisition of EBS Oil and Gas Partners Production Company
      L.P. and its affiliated operations company, the Company borrowed approximately
      $5.4 million under the credit facility for payments at closing, including
      approximately $1.6 million to discharge certain of the acquired companies'
      indebtedness and the reimbursement of costs related to both previous and future
      drilling. An additional $10.2 million was borrowed under the credit facility
      in
      the third quarter of 2006 to fund additional drilling and development
      activities.





The
      Company continually evaluates its capital needs and compares them to
      its  capital
      resources. The Company expects to fund its capital expenditures for the
      remainder of 2006 from  available
      cash and revenue generated during the remainder of 2006 and, if  necessary,
      from additional borrowings under its credit facility and other sources. The
      level of  capital
      expenditures is largely discretionary and the amount of funds devoted
      to  any
      activity may increase or decrease depending on available
      opportunities,  commodity
      prices, cash flows, development results and other factors.





The
      Company plans to fund its 2007 expenditures for its development program,
      production activities and business support functions from a combination of
      options, which may include cash on hand, proceeds from sales of oil and gas
      production, additional borrowings, business development activities and other
      available sources.





**Critical
      Accounting Policies and Estimates**





The
      Company’s discussion of its financial condition and results of operations is
      based on the information reported in its financial statements. The preparation
      of the Company’s financial statements requires the Company to make assumptions
      and estimates that affect the reported amounts of assets, liabilities, revenues
      and expenses as well as the disclosure of contingent assets and liabilities
      as
      of the date of its financial statements. The Company bases its assumptions
      and
      estimates on historical experience and other sources that it believes to be
      reasonable at the time. Actual results may vary from the
      Company’s estimates
      due to changes in circumstances, weather, politics, global economics, mechanical
      problems, general business conditions and other factors. The Company’s
      significant accounting policies are detailed in the footnotes to the Company’s
      financial statements included in this Report. The Company has outlined below
      certain of these policies that have particular importance to the reporting
      of
      its financial condition and results of operations and that require the
      application of significant judgment by its management.





***Key
      Definitions - Proved Oil and Natural Gas Reserves***





Proved
      reserves, as defined by the SEC, are the estimated quantities of crude oil,
      condensate, natural gas and natural gas liquids that geological and engineering
      data demonstrate with reasonable certainty are recoverable in future years
      from
      known reservoirs under existing economic and operating conditions. Valuations
      include consideration of changes in existing prices provided only by contractual
      arrangements, but not on escalations based upon future conditions. Prices do
      not
      include the effect of derivative instruments, if any, entered into by the
      Company.





Proved
      developed reserves are those reserves expected to be recovered through existing
      equipment and operating methods. Additional oil and gas volumes expected to
      be
      obtained through the application of fluid injection or other improved recovery
      techniques for supplementing the natural forces and mechanisms of primary
      recovery are included as proved developed reserves only after testing of a
      pilot
      project or after the operation of an installed program has confirmed through
      production response that increased recovery will be achieved.





19


Proved
      undeveloped reserves are those reserves that are expected to be recovered from
      new wells on non-drilled acreage, or from existing wells where a relatively
      major expenditure is required for re-completion. Reserves on non-drilled acreage
      are limited to those drilling units offsetting productive units that are
      reasonably certain of production when drilled. Proved reserves for other
      non-drilled units are claimed only where it can be demonstrated with reasonable
      certainty that there is continuity of production from the existing productive
      formation.





***Estimation
      of Reserves***





Volumes
      of reserves are estimates that, by their nature, are subject to revision. The
      estimates are made using all available geological and reservoir data as well
      as
      production performance data. There are numerous uncertainties in estimating
      crude oil and natural gas reserve quantities, projecting future production
      rates
      and projecting the timing of future development expenditures. Natural gas and
      oil reserve engineering must be recognized as a subjective process of estimating
      underground accumulations of natural gas and oil that cannot be measured in
      an
      exact way. Estimates of independent engineers that the Company uses may differ
      from those of other engineers. The accuracy of any reserve estimate is a
      function of the quantity and quality of available data and of engineering and
      geological interpretation and judgment. Accordingly, future estimates are
      subject to change as additional information becomes available.





***Revenue
      Recognition***





The
      Company records natural gas and oil revenues using the entitlement method of
      accounting for production, in which any excess amount received by the Company
      above its share of production **** is
      treated as a liability. If the Company receives less than its share of
      production, the underproduction is recorded as an asset. The Company did not
      have an imbalance position relative to volumes or values at September 30,
      2006.





***Successful
      Efforts Accounting***





The
      Company utilizes the successful efforts method to account for its natural gas
      and oil operations. Under this method, all costs associated with natural gas
      and
      oil lease acquisitions, successful exploratory wells and all development wells
      are capitalized and amortized on a unit-of-production basis over the remaining
      life of proved developed reserves and proved reserves on a field basis. Unproved
      leasehold costs are capitalized pending the results of exploration efforts.
      Exploration costs, including geological and geophysical expenses, exploratory
      dry holes and delay rentals, are expensed when incurred.





***Impairment
      of Properties***





The
      Company reviews its proved properties for potential impairment at the lease
      level when management determines that events or circumstances indicate that
      the
      recorded carrying value of any of the properties may not be recoverable. Such
      events include a projection of future natural gas and oil reserves that will
      be
      produced from a lease, the timing of this future production, future costs to
      produce the natural gas and oil, and future inflation levels. If the carrying
      amount of an asset exceeds the sum of the undiscounted estimated future net
      cash
      flows, the Company recognizes impairment expense equal to the difference between
      the carrying value and the fair market value of the asset, which is estimated
      to
      be the expected present value of future net cash flows from proved reserves,
      without the application of any estimate of risk. The Company cannot predict
      the
      amount of impairment charges that may be recorded in the future. Unproved
      leasehold costs are reviewed periodically and a loss is recognized to the
      extent, if any, that the cost of the property has been impaired.





20


***Stock-Based
      Compensation***





Compensation
      expense has been recorded for common stock grants based on the fair value of
      the
      common stock on the measurement date. Statement of Financial Accounting
      Standards No. 123R, “Share-Based Payments,” or “SFAS No. 123R,” establishes
      standards for accounting for transactions in which an entity exchanges its
      equity instruments for goods and services. SFAS No. 123R 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. SFAS No. 123R was effective for the
      Company as of the beginning of 2006 and has had no impact on its financial
      statements, because the only equity compensation that the Company has previously
      made is in the form of grants of common stock, which are recorded at fair
      value.





**Forward-Looking
      Statements**





Statements
      in the preceding discussion relating to future plans, projections, events,
      or
      conditions are forward-looking statements. Actual results, including production
      growth and capital spending, could differ materially due to changes in long-term
      oil or gas prices or other changes in market conditions affecting the oil and
      gas industry; political events or disturbances; severe weather events; reservoir
      performance; changes in OPEC quotas; timely completion of development projects;
      changes in technical or operating conditions; and other factors including those
      discussed herein and in the
      section captioned "Risk Factors" in the Company's Annual Report on Form 10-KSB
      for the year ended December 31, 2005 .





**ITEM
      3.**  **CONTROLS
      AND PROCEDURES**





The
      Company conducted an evaluation, under the supervision and with the
      participation of the Chief Executive Officer and Chief Financial Officer, of
      the
      effectiveness of the Company's disclosure controls and procedures (as defined
      in
      Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as
      amended (the "Exchange Act")). Based on this evaluation, the Chief Executive
      Officer and Chief Financial Officer concluded that the Company's disclosure
      controls and procedures as of the end of the fiscal quarter covered by this
      Quarterly Report on Form 10-QSB were effective at a reasonable assurance level
      to ensure that information required to be disclosed by the Company in reports
      that it files or submits under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in Securities and
      Exchange Commission rules and forms. The Company's internal controls over
      financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the
      Exchange Act) have improved significantly during the last 18 months. The
      improvements include the expansion of the Board of Director's on March 31,
      2005
      to include three independent directors, each of whom was appointed a member
      of
      the Audit Committee, and the addition to staff of a Chief Financial Officer
      /Principal Accounting Officer and a Controller. Systems improvements include
      the
      installation of a more robust accounting system specifically designed to meet
      the needs of an oil and gas company. The Audit Committee members were actively
      involved in reviews of the financial statements for each of the quarters in
      2005
      and the first three quarters in 2006. The Chairman of the Audit Committee met
      with the Company's independent auditors in May 2005, and the independent
      auditors met with the full Audit Committee on March 28, 2006. The addition
      of a
      Chief Financial Officer has allowed the Company to enhance controls over the
      authorization, recording, processing and reporting of transactions. Additional
      accounting staff, including a Controller, joined the Company as a result of
      the
      EBS transaction, enhancing the Company's ability to segregate duties and improve
      its internal controls. Management does not expect that the Company's disclosure
      controls and procedures will prevent or detect all errors or fraud. Any control
      system, no matter how well designed and operated, is based upon certain
      assumptions and can provide only reasonable, but not absolute, assurance that
      its objectives will be met. Further, no evaluation of controls can provide
      absolute assurance that misstatements due to error or fraud will not
      occur.





21


**PART
      II. OTHER INFORMATION**





**ITEM
      1.  LEGAL PROCEEDINGS**





The
      Company is not now a party to any material 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, its financial condition, operations, or cash flows could
      be
      materially and adversely affected, depending on the facts and circumstances
      relating to such proceeding.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**





On
      August
      1, 2006, the Company’s 2006 annual meeting of the Company's
      stockholders ,
      for
      which proxies were solicited pursuant to Regulation 14A under the Securities
      Exchange Act of 1934 (as amended), was
      convened for the purpose of (a) electing a Board of Directors to hold office
      until the next annual meeting and (b) approving the appointment of Malone &
Bailey, PC as the Company's independent public accountants for fiscal
      2006




The
        Company's stockholders elected the six nominees listed in the table immediately
        below, which contains the results of the voting on the nominees:
 
 **Name
                  of Elected Director**
              **Votes
                  "FOR"**
              **Votes
                  Withheld**Craig
                  S. Glick
              17,058,065
              505,592Douglas
                  G. Manner
              16,335,265
              1,228,392John
                  T. Raymond
              17,058,065
              505,592Keith
                  D. Spickelmier
              17,540,845
              22,812Herbert
                  C. Williamson
              17,053,065
              510,592Jimmy
                  D. Wright
              16,916,465
              647,192
 
 In
        addition, the Company's stockholders approved the appointment of Malone &
Bailey, PC. The following are the results of the voting on this appointment:
 
 **For**
              **Against**
              **Abstain**17,560,316
              2,603
              738
 
 22
 Moreover,
        effective August
        25, 2006 ,
        stockholders holding approximately 57.7% of the then outstanding shares of
        the
        Company's common stock approved the following matters by written consent
        in lieu
        of a meeting:


1.****
            The
                sale of 25,000 shares of Common Stock toCraig
                S. Glick,
                an officer of the Company, in a private placement at such per-share
                purchase price as Mr. Glick and the Company shall agree or (if no
                such
                agreement can be reached) at a purchase price equal to $3.00 per
                share, a
                closing price of the Common Stock shortly prior to Mr. Glick’s
                employment;





2.
            The
                issuance of 225,000 shares of Common Stock to Mr. Glick as incentive
                compensation; and





3.
            The
                possible issuances of up to 525,000 shares of Common Stock to Mr.
                Glick as
                incentive compensation upon the market value of the Common Stockachieving
                certain levels.





An
      Information Statement disclosing the stockholder approval of the foregoing
      stock
      issuances was first mailed to stockholders on or about September 18,
      2006.





**ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K**





(a)  The
      following exhibits are filed with this Quarterly Report or are incorporated
      herein by reference:





Exhibit
              Number
            
            Description23.01
            
            Consent
                of LaRoche Petroleum Consultants, Ltd.31.01
            
            Certification
                pursuant to Rule 13a-14(a) of the Securities Exchange Act of
                1934.31.02
            
            Certification
                pursuant to Rule 13a-14(a) of the Securities Exchange Act of
                1934.32.01
            
            Certification
                Pursuant to 18 U.S.C. Section 1350, as pursuant to Section 906 of
                the
                Sarbanes-Oxley Act of 2002.32.02
            
            Certification
                Pursuant to 18 U.S.C. Section 1350, as pursuant to Section 906 of
                the
                Sarbanes-Oxley Act of 2002.





23


(b)
            Reports
                on Form 8-K





The
      Registrant filed a Current Report on Form 8-K on July 17, 2006 reporting on
      the
      entry into a material agreement with Forest Oil Corporation.





The
      Registrant filed a Current Report on Form 8-K on August 24, 2006 reporting
      on
      the employment of Craig S. Glick as the Registrant’s Executive Vice President
      and General Counsel.





The
      Registrant filed a Current Report on Form 8-K on August 29, 2006 filing a press
      release giving an operational update regarding the Company's
      business.





**SIGNATURE**





In
      accordance with the requirements of the Exchange Act, the Registrant has duly
      caused this Report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.





WESTSIDE
                ENERGYCORPORATION(Registrant)By:
            /s/
                Douglas G. MannerDouglas
                G. Manner,Chief
                Executive Officer(Principal
                Executive Officer)By:
            /s/
                Sean J. AustinSean
                J. Austin,Vice
                President andChief
                Financial Officer(Principal
                Financial Officer and Principal Accounting Officer)








Dated:
      November 21, 2006


24