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


                                  FORM 10-QSB/A
                                (Amendment No. 1)


[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 For the quarterly period ended: June 30, 2005

[    ] Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 For the transition period from _______ to _________

                         Commission file number: 0-49837

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

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

       4400 Post Oak Parkway, Suite 2530                   77027
   (Address of principal executive officer)              (Zip Code)

                                  713/979-2660
                           (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 ___

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court Yes ___ No ___

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of common stock, $.01 par value, outstanding as of August
5, 2005: 17,376,245 shares

Transitional Small Business Disclosure Format (check one):   Yes ___   No  X
                                                                          ---




<PAGE>



                           WESTSIDE ENERGY CORPORATION
                           PERIOD ENDED JUNE 30, 2005

                                      INDEX



PART I.  FINANCIAL INFORMATION                                            Page



         Item 1.  Financial Statements

         Financial statements of Westside Energy Corporation:

                  Balance sheet as of June 30, 2005                         3

                  Statement of income for the three months
                  and six months ended June 30, 2005 and June 30, 2004      4

                  Statements of cash flows for the six months ended
                    June 30, 2005 and June 30, 2004                         5

                  Notes to financial statements                             6




         Item 2.  Plan of Operations                                       10



         Item 3.  Controls and Procedures                                  17




PART II. OTHER INFORMATION




         Item 1.     Legal Proceedings                                     18



         Item 6.     Exhibits and Reports on Form 8-K                      18


                        (a) Exhibits (b) Reports on Form 8-K


SIGNATURE                                                                  19


                                        2



<PAGE>





PART I.   FINANCIAL INFORMATION



Item 1.   Financial Statements

                           WESTSIDE ENERGY CORPORATION
                                  BALANCE SHEET
                                  June 30, 2005
                                   (Unaudited)



ASSETS

Current Assets
  Cash                                                          $   8,030,499
  Marketable securities                                             3,325,000
  Accounts receivable                                                 127,848
  Prepaid insurance                                                    14,104
  Advances to operators                                               889,990
                                                                  -----------
Total current assets                                               12,387,441

Oil & gas properties, using
  successful efforts accounting

     Proved properties                                                925,185
     Unproved properties                                            5,983,274
     Accumulated depreciation, depletion,

        amortization, & impairment                                   (628,618)
                                                                -------------

Net oil & gas properties                                            6,279,841
Office furniture & equipment, net of

  accumulated depreciation of $18,359                                  33,056
                                                                 ------------


    TOTAL ASSETS                                                 $ 18,700,338

                                                                 ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities-accounts payable and
  accrued expenses                                               $    528,081

Other non-current liabilities-asset retirement
    obligations                                                         6,862
                                                                 ------------
TOTAL LIABILITIES                                                     534,943

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, 17,299,553 shares issued and outstanding           172,995
    Additional paid-in capital                                     22,911,251

  Retained earnings                                                (4,668,989)
  Deferred compensation                                              (249,781)
  Other comprehensive loss                                                (81)

                                                                  -----------

       Total stockholders' equity                                  18,165,395

                                                                  -----------

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $ 18,700,338

                                                                  ===========

                                        3



<PAGE>





                           WESTSIDE ENERGY CORPORATION
                               STATEMENT OF INCOME
                Three and Six Months Ended June 30, 2005 and 2004
                                   (Unaudited)


                                Three Months                 Six Months
                              2005           2004          2005        2004
                           ----------     ----------    ---------   ----------
Revenues

  Oil and gas sales        $   49,245     $       -     $ 121,221   $       -


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

Total Revenues                 49,245             -       121,221           -

                           ----------     ----------    ----------  ---------
Expenses

  Production costs             39,194             -        47,855           -
  Exploration                 337,627             -       337,627           -
  General and

    administrative expense    468,488       157,025       832,758     177,768
  Depreciation, depletion,
    and amortization           44,048             -        95,045           -
  Impairment                        -             -       185,335           -
  Interest expense                  -           355             -       4,927
                           ----------     ----------    ----------  ----------

Total Expenses                889,357       157,380     1,498,620     182,695

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

Loss from Operations         (840,112)     (157,380)   (1,377,399)   (182,695)
                           ----------     ----------    ----------  ----------
Other Revenues
  Interest income              90,019         1,217       169,755       1,500
                           ----------     ----------    ----------  ----------

       NET LOSS            $ (750,093)   $ (156,163)  $(1,207,644)  $(181,195)

                           ==========    ==========    ==========   ==========

Basic and diluted loss

    per common share       $     (.04)   $     (.03)   $     (.07)  $    (.04)

Weighted average common
    shares outstanding     17,270,371     6,067,177    17,178,295   4,505,471


                                        4



<PAGE>





                           WESTSIDE ENERGY CORPORATION
                            STATEMENTS OF CASH FLOWS
                     Six Months Ended June 30, 2005 and 2004
                                   (Unaudited)


                                                     2005             2004
                                                 -----------        --------
CASH FLOWS FROM OPERATING ACTIVITIES

    Net loss                                    $(1,207,644)       $ (181,195)
    Adjustments to reconcile net loss to net

      cash used in operating activities:
      Stock issued for services                     167,441                 -
      Impairment                                    185,335                 -
      Imputed interest                                    -              708
      Amortization of discount on note payable            -           23,324
    Depreciation, depletion and amortization         95,045                -
      Changes in:
        Accounts receivable                         (12,914)               -
        Advances to operators                      (889,990)               -
        Prepaid insurance                            16,364                -
        Accounts payable and accrued expenses       396,878           17,428
     Advances from joint venture partners                 -           94,452
                                                -----------         --------

NET CASH USED IN OPERATING ACTIVITIES            (1,249,485)         (45,283)

                                                -----------         --------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of marketable securities              (3,450,081)               -
  Proceeds from sale of marketable securities       125,000                -
  Purchase of office equipment                      (25,506)               -
  Capital expenditures for oil

    and gas properties                           (3,587,999)        (730,085)

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

NET CASH USED IN INVESTING ACTIVITIES            (6,938,586)        (730,085)

                                                -----------         --------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from notes payable                           -          410,000
    Payments for fundraising                         (2,121)               -
    Proceeds from sale of common stock              225,000          811,800
                                                -----------        ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES           222,879        1,221,800
                                                -----------        ---------
NET CHANGE IN CASH                               (7,965,192)         446,432

CASH BALANCES
    -Beginning of period                         15,995,691              388
                                                -----------        ---------
    -End of period                              $ 8,030,499        $ 446,820
                                                ===========        =========
SUPPLEMENTAL DISCLOSURES
    Income taxes paid                                     -                -
    Interest paid                                         -                -

NON-CASH DISCLOSURES:
Stock issued for oil and gas interests                    -           20,619
Discount on note payable                                  -          117,311
Unrealized loss                                         (81)               -
Stock issued for deferred compensation              249,781                -

                                        5



<PAGE>



                           WESTSIDE ENERGY CORPORATION
                          NOTES TO 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 ("SEC"), 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. 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 2004, as reported
in the 10-KSB, have been omitted.


NOTE 2 - CONCENTRATION OF RISK

At June 30, 2005, Westside's cash in financial institutions exceeded the
federally insured deposits limit by $7,917,807. An investment of $6,482,113 in a
reverse repurchase agreement is included in cash and cash equivalents at June
30, 2005. The collateral for this investment consisted of a collateralized
mortgage obligation with a market value of approximately $6,617,100.


NOTE 3 - MARKETABLE SECURITIES

The marketable securities are deemed by management to be "available-for-sale"
and, accordingly, are reported at fair value, with unrealized gains and losses
reported in other comprehensive income and reflected as a separate component
within stockholders' equity. Realized gains and losses on securities
available-for-sale are included in other income/expense and, when applicable,
unrealized gains and losses are reported as a reclassification adjustment, net
of tax, in other comprehensive income. Gains and losses on the sale of
available-for-sale securities are determined using the specific-identification
method.

These marketable securities had a fair value of $3,325,000 at June 30, 2005.


NOTE 4 - EQUITY

During the first six months ended June 30, 2005:

       o 218,000 warrants were exercised at $1.03 each, for a total of $225,000.

       o 31,666 shares valued at $123,331 were issued to employees. 7,222 shares
         vest immediately; the remaining shares vested evenly over the next two
         years. As of June 30, 2005, $37,240 has been expensed. The remaining
         amount of $86,091 is deferred compensation, and will be amortized
         evenly over the next two years.

                                        6



<PAGE>



       o 40,000 shares valued at $140,000 were issued to a contractor for
         services. 13,334 shares vest immediately; the remaining shares vested
         evenly over the next two years. As of June 30, 2005, $65,974 has been
         expensed. The remaining amount of $74,026 is deferred compensation, and
         will be amortized evenly over the next two years.

       o 37,998 shares valued at $153,892 were issued to directors for services.
         12,666 shares vest immediately; the remaining shares vested evenly over
         the next two years. As of June 30, 2005, $64,227 has been expensed. The
         remaining amount of $89,665 is deferred compensation, and will be
         amortized evenly over the next two years.


NOTE 5 - COMPREHENSIVE LOSS

Comprehensive loss is composed of net loss and other comprehensive income
(loss), which includes the change in unrealized gains and losses on
available-for-sale securities. The following table outlines the changes in other
comprehensive loss for the six months ended June 30, 2005 and 2004:

                                                        2005          2004
                                                    ----------     ----------

Net Loss                                           $(1,207,644)    $ (181,195)


Other Comprehensive Loss
  Unrealized loss on marketable securities                 (81)             -
                                                    ----------     ----------

Comprehensive Loss                                 $(1,207,725)    $ (181,195)

                                                    ==========     ==========


NOTE 6 - COMMITMENT

On April 18, 2005, Westside entered into an agreement with EBS Oil and Gas
Partners Production Company, L.P. ("EBS"), a privately held entity engaged in
the drilling and completion of wells on various oil and gas leases covering
lands located in Cooke, Montague, and Wise Counties, Texas. Under the terms of
the EBS Agreement, Westside will make available to EBS, on a revolving basis,
funds of up to a maximum sum of $1,000,000 outstanding at any given time. The
funds will be advanced to cover the costs incurred by EBS in connection with its
acquisition of oil and gas leases. Westside will have the discretion as to
whether or not to make any advances with respect to any particular lease
presented by EBS for financing pursuant to the EBS Agreement.

                                        7



<PAGE>



NOTE 7 - RESTATEMENT

The following summarizes the restatement of the balance sheet and income
statement for the related errors due primarily to a misclassification of seismic
costs as capitalized oil and gas properties instead of exploration costs.
Additionally, interest income has been reclassified as other revenues.

                                  BALANCE SHEET
                                  JUNE 30, 2005


                                Previously          Increase
CURRENT ASSETS:                    Stated          (Decrease)         Restated

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


   ASSETS

   Cash                         $    8,030,499                    $  8,030,499
   Marketable securities             3,325,000                       3,325,000
   Accounts receivable                 127,848                         127,848
   Prepaid insurance                    14,104                          14,104
   Advances to operators               889,990                         889,990

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


         Total current assets       12,387,441                      12,387,441

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


Oil & gas properties:
  Proved properties                    925,185                         925,185
  Unproved properties                6,320,901    $    (337,627)     5,983,274
  Accumulated depreciation,
    depletion, amortization
    & impairment                      (628,618)                       (628,618)

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

Net oil & gas properties             6,617,468         (337,627)     6,279,841
Office furniture and equipment, net     33,056                          33,056

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

                  Total assets  $   19,037,965    $    (337,627)  $ 18,700,338

                                ===============================================


LIABILITIES AND STOCKHOLDERS' EQUITYT

CURRENT LIABILITIES - Accounts
  payable and accrued
  expenses                      $      528,081                    $    528,081
Other non-current liabilities
  - asset retirement
  obligations                            6,862                           6,862

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

                  Total liabilities    534,943                         534,943

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

STOCKHOLDERS' EQUITY
   Preferred stock                           -                               -
   Common stock                        172,995                         172,995
   Additional paid-in capital       22,911,251                      22,911,251
   Retained deficit                 (4,331,362)   $    (337,627)    (4,668,989)
   Deferred compensation              (249,781)                       (249,781)
   Other comprehensive loss                (81)                            (81)

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


Total stockholders' equity          18,503,022         (337,627)    18,165,395

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


Total liabilities and
  stockholders' equity          $   19,037,965   $     (337,627)  $ 18,700,338

                                ===============================================



                                        8



<PAGE>



                             STATEMENT OF OPERATIONS
                        THREE MONTHS ENDED JUNE 30, 2005


                                 Previously         Increase
                                   Stated          (Decrease)        Restated

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


Revenues - oil and gas sales  $      49,245                      $      49,245

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


Expenses:
Production costs                     39,194                             39,194
Exploration                               -    $     337,627           337,627
General and administrative
  expense                           468,488                            468,488
Depreciation, depletion and
  amortization                       44,048                             44,048
Impairment                                -                                  -
Interest expense                          -                                  -

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


         Total expenses             551,730          337,627           889,357

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


         Loss from operations      (502,485)        (337,627)         (840,112)


OTHER REVENUES - Interest income     90,019                             90,019


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


NET LOSS                      $    (412,466)   $   (337,627)     $    (750,093)

                              =================================================


Basic and diluted loss per
  common share                $       (0.02)                             (0.04)

                              =================================================


Weighted average common
  shares outstanding             17,270,371                         17,270,371

                              =================================================



                             STATEMENT OF OPERATIONS
                         SIX MONTHS ENDED JUNE 30, 2005


                               Previously          Increase
                                 Stated           (Decrease)        Restated

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


Revenues - oil and gas sales $     121,221                       $     121,221

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


Expenses:
Production costs                    47,855                              47,855
Exploration                              -    $     337,627            337,627
General and administrative
  expense                          832,758                             832,758
Depreciation, depletion
  and amortization                  95,045                              95,045
Impairment                         185,335                             185,335
Interest expense                         -                                   -

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


         Total expenses          1,160,993          337,627          1,498,620

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


      Loss from operations      (1,039,772)        (337,627)        (1,377,399)


OTHER REVENUES - Interest
  income                           169,755                             169,755


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


NET LOSS                    $     (870,017)   $    (337,627)    $   (1,207,644)

                            ===================================================



Basic and diluted loss
  per common share          $        (0.05)                     $        (0.07)

                            ==================================================


Weighted average common
  shares outstanding            17,178,295                          17,178,295

                            ==================================================


                                        9



<PAGE>





Item 2.   Plan of Operation

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 is focusing its efforts
initially in the State of Texas. The Company's major emphasis is on
participation in the oil and gas segment, acquiring interests in prospective
acreage and producing oil and gas properties, and participating in exploration,
exploitation and development drilling operations. The Company's principal
products are crude oil and natural gas, although as of the date of this
Quarterly Report the Company has produced these products in only limited
quantities. The Company expects 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 exploration or development programs. In the right
circumstances, the Company will assume the entire risk of acreage acquisition
and drilling. On the other hand, the Company may determine that it is more
beneficial to invite industry participants to share the risk and the reward of
various prospects 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 parties if the Company believes that the potential
benefits from the drilling operations outweigh the risks and costs 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 pursue opportunities 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
exploration, exploitation, 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, 2004.


                                       10




<PAGE>



Initial Activities

         Currently, the Company's primary area of interest is in the Barnett
Shale play, which is located in the north central part of the state of Texas.
Houston-based Mitchell Energy made the first economic completion in the Barnett
Shale in the early 1980's. The Barnett Shale is considered a world-class,
unconventional, blanket gas reservoir. At current gas prices, wells drilled in
this area are regarded as low-risk, high-reward opportunities due to their
expected long-term, slow-decline production profiles. Once focused largely in
Denton and Wise counties, expansion has occurred into several other counties.
Productive characteristics vary widely across the Barnett Shale play, reflecting
the geologic variability of the formation itself. These characteristics and
their variability present significant operational challenges to the
establishment of sufficient recovery efficiency. However, highly detailed
reservoir characterization studies and more refined drilling, completion, and
fracturing practices have improved well deliverability and economics.

         The initial phase of the Company's plan of operation involves drilling
and testing wells on the Company's currently leased acreage in the Barnett Shale
to prove reserves, complete promising test wells, extract the oil, gas and other
hydrocarbons that the Company finds, and deliver them to market. The Company
believes that this acreage is sufficient for a sustained drilling program well
into the future. The Company is also in the process of acquiring rights in
additional acreage.

         Based on current prices for materials and services, the Company
anticipates that each vertical well in its targeted area will cost between
$350,000 and $1.4 million to drill, test and complete and that each horizontal
well in its targeted area will cost between $600,000 and $2.5 million to drill,
test and complete, with the costs highly dependent upon the drilling depth and
horizontal length of a particular well. The Company's anticipated costs of
drilling operations are based on estimates obtained from third-party service
providers. 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 properties. However,
the Company may not in some instances incur the additional 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 Company's
Annual Report on Form 10-KSB for the year ended December 31, 2004. The Company
did obtain a drill site title opinion for the tract of land on which the
Company's first two wells were drilled.

         The Company will select future drill sites based on a variety of
factors, including information gathered from historical records and drill logs,
proximity to existing pipelines, ease of access for drilling equipment, seismic
data, the presence of oil and natural gas production in the immediate vicinity,
and consultations with the Company's geologist, geophysicist, operators,
drillers and frac companies. As 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 formations 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 requiring any further product
research except possibly 3-D seismic.


                                       11




<PAGE>



         Once the Company has identified a proposed drill 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 working interest owners an operating
agreement establishing each participant's rights and obligations in that
particular well. 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, supervising their efforts, and
actually drilling the well to the target zone. Should the well be successful,
the operator will 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 ensure 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 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 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 contract operator of the first two
wells drilled by the Company. 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 contract operator of the Company's
wells. For future wells, the Company may use the services of Brammer or other
qualified contract operators. Management anticipates no significant issues
related to procuring the services of qualified contract operators in connection
with the initial phase of the Company's plan of operation. Notwithstanding the
preceding, drilling activity in the area of the Company's proposed initial
activities has been and continues to be extremely high. This situation exposes
the Company to certain risks, which are described in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2004. Of these risks, the Company
has experienced difficulty in procuring the services of qualified drillers and
service providers. This difficulty has delayed and may continue to delay the
Company in executing its plan of operation and may result in higher costs for
these services. These delays may continue and could materially adversely affect
our operations, which could materially adversely affect the Company's business,
financial condition and results of operations

         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. For wells with successful productions
tests, the Company may need to install necessary infrastructure to permit
delivery of the Company's 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 target 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 expected production volumes, gas quality,
and connection costs. Management believes that these pipelines usually purchase
all available gas that is in the vicinity of their systems. 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.


                                       12




<PAGE>




         The cost of installing appropriate 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 pipeline 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 be accurately predicted at this time.

Recent Developments

         As of the end of the period covered by this Report, the Company had
acquired a total leased acreage position of 69,016 gross acres and 66,029 net
acres in various Texas counties in the Barnett Shale, including Jack, Wise,
Denton, Cooke, Montague, Hill, Ellis, Hamilton, Comanche and Mills Counties. 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 is regarded as "developed" acreage. The
Company completed its first well, the Lucille Pruitt #1, during November 2004.
As of the end of the period covered by this Report, the Company is in the
process of completing its second well, the Lucille Pruitt #2 H. For additional
information regarding these two wells, see the table captioned "STATUS OF WELLS
AS OF AUGUST 1, 2005" below. In the fall of 2004, the Company 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 two wells were
drilled and future Company wells are expected to be drilled.

         Moreover, the Company has completed its processing of a
three-dimensional seismic survey that it acquired over a leased property in
northern Hill County, Texas. Based on this survey, the Company selected a site
for the first well to be drilled on this property. As of the end of the period
covered by this Report, the Company has commenced permitting this well site and
will construct this site in due course. Utilizing the foregoing
three-dimensional seismic survey, the Company has also identified additional
sites in northern Hill County for drilling in due course. The Company cannot
assure anyone that it will find any commercially producible amounts of oil or
gas as a result of this drilling program.

         On April 18, 2005, the Company entered into an agreement (the "EBS
Agreement") with EBS Oil and Gas Partners Production Company, L.P. ("EBS"), a
privately held entity engaged in the drilling and completion of wells on various
oil and gas leases covering lands located in Cooke, Montague, and Wise Counties,
Texas. Under the terms of the EBS Agreement, the Company will make available to
EBS, on a revolving basis, funds of up to a maximum sum of $1,000,000
outstanding at any given time. The funds will be advanced to cover the costs
incurred by EBS in connection with its acquisition of oil and gas leases. The
Company will have the discretion as to whether or not to make any advances with
respect to any particular lease presented by EBS for financing pursuant to the
EBS Agreement. In consideration of the Company's providing this financing, the
Company will receive (a) an interest in each lease with respect to which amounts
are advanced, the type and amount of the interest depending on the size of the
net revenue interest of the leasehold interest owners in the related lease, and
(b) an option to acquire an undivided interest (up to 25% without EBS's consent)
in each lease with respect to which amounts are advanced. As of the end of the
period covered by this Report, EBS owed an outstanding balance to the Company
under the EBS Agreement of $269,060. Moreover, as of the end of the period
covered by this Report, the Company had received interests in two wells pursuant
to the EBS Agreement, the wells being the Kirby No. 1 and the Elam No. 1.
Subsequent to the end of the period covered by this Report, the Company received
interests in an additional well pursuant to the EBS Agreement, the Mitchell No.
1. In addition, separate and apart from the EBS Agreement, the Company has
acquired from EBS an interest in another well, the Smith No. 1. For additional
information regarding these and the Company's other wells, see the table
captioned "STATUS OF WELLS AS OF AUGUST 1, 2005" below.


                                       13




<PAGE>




         Effective July 1, 2004, the Company acquired from 3-R Production, Inc.
oil and gas leases and interests in three marginal producing wells, the Massey
#1, the Dean #1 and the Cynthia Dale #1. The purchase price for these assets was
$69,375. Currently, 555 gross acres are held pursuant to the purchased leases.
Century Petroleum, Inc., a successor to 3-R Production, is the contract operator
for the three wells. For additional information regarding these three wells, see
the table captioned "STATUS OF WELLS AS OF AUGUST 1, 2005" below.

         The following table gives certain information regarding the status of
wells in which the Company owns an interest:

                      STATUS OF WELLS AS OF AUGUST 1, 2005

     Well                Interest                  Status             Operator

1. Pruitt #1        75% working interest         Producing             Brammer

2. Pruitt #2-H      100% working interest        Waiting on Frac       Brammer

3. Mitchell # 1     25% working interest &       Drilling              EBS
                       override

4. Kirby # 1        25% working interest &       Flowing back          EBS
                       override

5. Elam # 1         25% working interest &       Waiting on frac       EBS
                       override

6. Smith # 1        25% working interest &       Waiting on pipeline   EBS
                       override

7. Massey #1        100% working interest        Producing             Century

8. Dean #1          100% working interest        Producing             Century

9. Dale #1          100% working interest        Producing             Century


                                       14




<PAGE>




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
additional 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. This "seed" capital included a total of $1.11
million in debt financing, all of which 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 50 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, as its plan
of operation progresses, the Company will seek third party debt financing to
further such plan.

         Production from successful wells in the Company's exploration and
drilling program 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 a prospective 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 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,
conventional bank financing and other debt 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. Management believes that the
Company's current funds, anticipated cash flow and anticipated debt financing
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.


                                       15




<PAGE>




         To conserve on the Company's capital requirements, the Company may in
the future issue shares in lieu of cash payments to employees and outside
consultants, as it has done on a limited basis in the past. 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 fund 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.

Financial Information

            Financial results for the quarter and year-to-date periods ended
June 30, 2005 are not comparable to financial results for the quarter and
year-to-date periods ended June 30, 2004 as the Company had limited business
operations during the first half of 2004. The Company's oil and gas operations
commenced in earnest with the drilling of the Company's first well, the Lucille
Pruitt #1, which was completed during November 2004.

           The Company's total revenues of $49,245 in the quarter ended June 30,
2005 are attributable to  oil and gas sales primarily from the Company's first
well, the Lucille Pruitt #1. The Company had no oil and gas revenues for the
quarter ended June 30, 2004. The Company realized interest income for the
quarter ended June 30, 2005 in the amount of $90,019 reflecting investment
returns on higher cash and marketable securities balances throughout the period
from funds raised in the private placement completed on November 2, 2004.
Interest income for the second quarter of 2004 was $1,217. Total oil and gas
revenues declined from the first quarter to the second quarter of 2005
reflecting the impact of natural decline on the Pruitt #1 well's daily
production rate. This compares to interest income of $1,217 for the quarter
ended June 30, 2004.

            Expenses for the quarter ended June 30, 2005 were $889,357 as
compared to $157,380 in start-up activities expenses for the quarter ended June
30, 2004, and $609,263 in expenses for the first quarter of 2005. The 2005
expenses include exploratory expenses of $337,627 for three-dimensional seismic
survey costs.

         The Company incurred a net loss of $750,093, or $0.04 per share, for
the quarter ended June 30, 2005 as compared to a net loss of $156,163, or $0.03
per share, for the quarter ended June 30, 2004, and a net loss of $457,551, or
$0.03 per share, for the first quarter of 2005.

Future Activities

         If the Company is successful in its initial exploratory activities, the
Company expects to continue with the subsequent exploration and development of
its current properties and additional properties it may acquire. The
continuation of the Company's plan of operation depends on the successful
drilling and operation of additional wells that produce commercial quantities of
oil and gas and generate significant positive cash flow. 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.


                                       16


<PAGE>

Item 3.  Controls and Procedures

         The Company conducted an evaluation, under the supervision and with the
participation of the Chief Executive Officer/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/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 during
the Company's most recently completed fiscal quarter changed substantially.
These changes 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 recently chartered Audit Committee, and the addition to staff of a
Controller/Principal Accounting Officer. The Audit Committee members were
actively involved in reviews of the first and second quarters' financial
statements and the Chairman of the Audit Committee met with the Company's
Outside Auditors. The addition of a Controller has allowed the Company to
enhance controls over the authorization, recording, processing and reporting of
transactions. With a staff of only three employees, there remains an inherent
lack of segregation of duties, although the situation has significantly improved
as a result of the additional oversight provided by the additional staff
resource. 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.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         The Company is currently involved in certain pending legal proceedings.
The Company believes that each of these proceedings is routine and incidental to
the Company's business. The Company further believes that an adverse or a
favorable outcome in any or all of these proceedings will not materially affect
the Company either adversely or favorably (as the case may be), although there
can be no assurances in this regard. Moreover, in the future, the Company may
become involved in various additional 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."

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     Description

31.01      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.

                  (b) Reports on Form 8-K

                  The Registrant filed a Current Report on Form 8-K on April 13,
                  2005 filing a copy of certain slides that the Registrant
                  intends to use in presentations to interested parties,
                  including analysts and prospective investors and to post on
                  the Registrant's Web site.

                  The Registrant filed a Current Report on Form 8-K on April 22,
                  2005 reporting on the entry into a material agreement with EBS
                  Oil and Gas Partners Production Company, L.P.

                  The Registrant filed a Current Report on Form 8-K on May 19,
                  2005 reporting on the appointment of Sean J. Austin as
                  Registrant's Vice President and Corporate Controller.


                                       17


<PAGE>


                                    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 ENERGY CORPORATION
                                  (Registrant)


                                  By: /s/ Jimmy D. Wright
                                  Jimmy D. Wright,
                                  President
                                  (Principal Executive
                                  Officer and Principal
                                  Financial Officer)


                                  By: /s/ Sean J. Austin
                                  Sean J. Austin,
                                  Vice President and
                                  Corporate Controller
                                  (Principal Accounting
                                  Officer)



Dated: October 7, 2005