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:
     March 31, 2005

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

                         Commission file number: 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 May 13,
2005: 17,281,887 shares

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

                                        1



<PAGE>


                           WESTSIDE ENERGY CORPORATION
                           PERIOD ENDED MARCH 31, 2005

                                      INDEX



PART I.  FINANCIAL INFORMATION                                            Page



         Item 1.  Financial Statements

         Financial statements of Westside Energy Corporation:

                  Balance sheet as of March 31, 2005                       3

                  Statement of operations for the three
                    months ended March 31, 2005 and March 31, 2004         4

                  Statements of cash flows for the three months
                    ended March 31, 2005 and March 31, 2004                5

                  Notes to financial statements                            6

         Item 2.  Plan of Operations                                       8

         Item 3.  Controls and Procedures                                 14

PART II. OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K                        15

                  (a) Exhibits

                  (b) Reports on Form 8-K

SIGNATURE                                                                 15

                                        2



<PAGE>







PART I.   FINANCIAL INFORMATION



Item 1.   Financial Statements

                           WESTSIDE ENERGY CORPORATION
                                  BALANCE SHEET
                                 March 31, 2005



ASSETS

Current assets
   Cash                                                          $ 11,628,735
   Marketable securities                                            3,450,000
   Accounts receivable                                                 71,661
   Prepaid insurance                                                   22,331
                                                                 ------------
Total current assets                                               15,172,727

Oil and gas properties, using
    successful efforts accounting
       Proved properties                                              866,120
       Unproved properties                                          3,313,012
       Accumulated depreciation, depletion,
          amortization, and impairment                               (601,816)
                                                                 ------------
Net oil and gas properties                                          3,577,316

Other property and equipment, net of
  accumulated depreciation of $1,221                                   31,226
                                                                 ------------
TOTAL ASSETS                                                     $ 18,781,269
                                                                 ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable                                             $     50,021
    Accrued expenses                                                    2,000
Other non-current liabilities -
    Asset retirement obligations                                        6,754
                                                                 ------------
TOTAL LIABILITIES                                                      58,775
                                                                 ------------

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, 17,121,887 shares issued and outstanding           171,220
    Additional paid-in capital                                     22,470,250
    Retained deficit                                               (3,918,895)
    Other comprehensive loss                                              (81)
                                                                 ------------
       Total stockholders' equity                                  18,722,494
                                                                 ------------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $ 18,781,269
                                                                 ============
                                        3



<PAGE>





                           WESTSIDE ENERGY CORPORATION
                            STATEMENTS OF OPERATIONS
                   Three Months Ended March 31, 2005 and 2004



                                                     2005            2004
                                                  ----------     ----------
Revenues
  Oil and gas sales                               $   71,976     $        -

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

Total Revenues                                        71,976              -


Expenses
  Production costs                                     8,661              -
  General and administrative expense                 364,270         20,743
  Depreciation, depletion, and amortization           50,997              -
  Impairment                                         185,335              -
  Interest expense                                         -          4,573
                                                  ----------     ----------
Total Expenses                                       609,263         25,316

                                                  ----------     ----------
Loss from Operations                                (537,287)       (25,316)
                                                  ----------     ----------
Other Revenues
  Interest income                                     79,736            284
                                                  ----------     ----------

    NET LOSS                                     $  (457,551)    $  (25,032)
                                                 ===========     ==========


Basic and diluted loss per common share          $     (0.03)    $    (0.00)
Weighted average common shares outstanding        17,085,818      5,141,164


                                        4



<PAGE>

                           WESTSIDE ENERGY CORPORATION
                            STATEMENTS OF CASH FLOWS
                   Three Months Ended March 31, 2005 and 2004


                                                      2005            2004
                                                 ------------      --------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                     $   (457,551)     $(25,032)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
        Impairment                                    185,335             -
        Stock issued for services                      54,446             -
        Amortization of discount                            -         1,886
        Depreciation, depletion, and amortization      50,997             -
        Imputed interest                                    -           354
    Changes in:
        Accounts receivable                            43,273         5,084
        Prepaid expenses                                8,137             -
        Accounts payable and accrued expenses         (79,181)            -
                                                  -----------      --------
NET CASH USED IN OPERATING ACTIVITIES                (194,544)      (17,708)
                                                  -----------      --------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of marketable securities              (3,450,081)            -
    Purchase of equipment                              (6,538)            -
    Purchase of oil and gas interests                (858,672)            -
                                                  -----------      --------
NET CASH USED IN INVESTING ACTIVITIES              (4,315,291)            -
                                                  -----------      --------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from sale of stock                       145,000        40,800
    Proceeds from notes                                     -       280,000
    Payments for fundraising                           (2,121)            -
                                                  -----------      --------
NET CASH PROVIDED BY FINANCING ACTIVITIES             142,879       320,800
                                                  -----------      --------
NET CHANGE IN CASH                                 (4,366,956)      303,092

CASH BALANCES
    -Beginning of period                           15,995,691           388
                                                  -----------      --------
    -End of period                                $11,628,735      $303,480
                                                  ===========      ========

SUPPLEMENTAL DISCLOSURES
    Income taxes paid                             $         -      $      -
    Interest paid                                           -             -

Non-cash investing and financing activities
    Stock issued for oil and gas interest                   -        20,619
    Discount on notes payable                               -        20,635
  Unrealized loss                                         (81)            -


                                        5



<PAGE>

                           WESTSIDE ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

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 March 31, 2005, Westside's cash in financial institutions exceeded the
federally insured deposits limit by $11,428,735. An investment of $10,096,294 in
a reverse repurchase agreement is included in cash and cash equivalents at March
31, 2005. The collateral for this investment consisted of a collateralized
mortgage obligation with a market value of approximately $10,306,430.

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,
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.

During January 2005, Westside purchased $3,450,081 of marketable securities.
These securities have a fair value of $3,450,081 at March 31, 2005.

NOTE 4 - EQUITY

During the quarter ended March 31, 2005, 58,000 warrants were exercised at $2.50
each, for a total of $145,000.

On January 30, 2005, 46,666 shares of common stock were authorized to two
employees for services. 15,556 shares vested immediately and were issued at a
value of $54,466. The remaining shares vest evenly over the next two years,
15,555 shares on January 2006 and 2007.

                                        6



<PAGE>

NOTE 5 - COMPREHENSIVE LOSS

Comprehensive loss is composed of net loss and other comprehensive income
(loss), which includes the change in unrealized gain and losses on
available-for-sale securities. The following table outlines the changes in other
comprehensive loss for the three months ended March 31, 2005 and 2004:

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

Net Loss                                           $  (457,551)    $  (25,032)
Other comprehensive loss
      Unrealized loss on marketable
        securities                                         (81)             -
                                                   ------------    ----------

Comprehensive loss                                 $  (457,632)    $  (25,032)
                                                   ============    ==========

NOTE 6 - SUBSEQUENT EVENTS

On April 18, 2005, the Company 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, 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 leases
presented by EBS for financing pursuant to the EBS Agreement.

On April 21, 2005, 160,000 warrants were exercised at $0.50 each for a total of
$80,000.

                                        7



<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
the 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
will be 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 benefit from the drilling operations outweighs 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 try to accumulate oil and gas reserves through the purchase
of existing reserves from others. In this connection, the Company may initiate
workovers, recompletions, development drilling, secondary and tertiary recovery
operations and other production enhancement techniques to maximize current
production and the ultimate recovery of reserves acquired or developed.

            There can be no assurance that the Company will be successful in its
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.

                                       8



<PAGE>

Initial Activities

            Currently, the Company's primary area of interest is in the Barnett
Shale located in 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 now 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 propositions because of their long-term, steady production. Once
focused largely in Denton and Wise counties, expansion has occurred into a
number of other counties. Productive characteristics vary widely across the
Barnett Shale, reflecting the geologic variability of the formation itself.
Moreover, the Barnett Shale has presented difficulty in establishing sufficient
recovery efficiency, but highly detailed reservoir characterization studies and
more refined drilling, completion, and fracturing practices have improved well
deliverability and economics.

            The 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 recent price increases for materials and services, the
Company anticipates that each vertical well in its targeted area will cost
between approximately $350,000 and $1.4 million to drill, test and complete and
that each horizontal well in its targeted area will cost between approximately
$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 whom the Company believes will be
available to it to provide the services that the Company will need. However, the
actual costs of such operations may be more or less than the estimates contained
herein. If actual costs of operations exceed the Company's estimates to any
significant degree, the Company may require additional funding to achieve its
initial objectives.

            Before committing substantial resources, including obtaining
necessary permits and preparing for drilling on any particular leased property,
the Company plans to complete its due diligence on its leased 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 initial wells are being 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 in the immediate vicinity, and
consultations with the Company's geologist, geophysicist, operator, driller and
frac companies. Because a majority of this research information has already been
obtained, the Company believes that the cost of identifying drill sites will be
low relative to other costs. With the exception of the evaluation of the
geological structures that the Company encounters during the drilling process,
the cost of which has been factored into the Company's estimated drilling costs,
the Company does not anticipate needing any further product research except
possibly 3-D seismic.

                                        9



<PAGE>

           Once the Company has identified a proposed drilling site, it will
engage the services of a third party operator licensed to operate oil and gas
wells in the State of Texas. The operator will be responsible for permitting the
well, which will include obtaining permission from state authorities relative to
spacing requirements and any other state and federal environmental clearances
required at the commencement of the permitting process. Additionally, the
operator will formulate and deliver to all 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, and 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 make sure that the operator selected has insurance
believed to be adequate.

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

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

            The Company has entered into an agreement with Brammer Engineering,
Inc., engaging this company to act as the contract operator of the Company's
first two wells. Brammer has represented that it was founded in 1968 and has a
staff of over 100 oil and gas professionals. Management believes that Brammer is
amply qualified to act as the contract operator of the Company's wells. For
future wells, the Company may use the services of Brammer or other qualified
contract operators. Management foresees no problem in 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. 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 proved to hold commercially
producible gas, 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 targeted area and
has initiated contacts with the owners of these facilities to ascertain their
specific requirements with respect to transporting the Company's gas to
pipelines for transmission, including volume and quality of gas and connection
costs. Management believes that these pipelines basically purchase all available
gas that they can. However, some of the owners of these pipelines produce their
own gas, which they also transport along with other third-party gas such as that
the Company intends to produce. Most of the pipelines in the area of the
Company's current oil and gas interests are not required by law to transport any
gas that the Company may produce. As a result, if pipelines in the area reach
capacity, any productive natural gas well developed by the Company could be
"shut-in" because of a lack of available natural gas pipeline capacity.

                                       10



<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 date of this Quarterly Report, the Company had acquired a
total leased acreage of 63,300 gross acres and 61,364 net acres in Jack, Wise,
Denton, Hill, Ellis, Hamilton Comanche and Mills Counties in Texas in the
Barnett Shale. All of this acreage (other than 40 gross acres and 30 net acres)
is "undeveloped acreage," which the U.S. Securities and Exchange Commission (the
"Commission") defines as "lease acreage on which wells have not been drilled or
completed to a point that would permit the production of commercial quantities
of oil and gas regardless of whether such acreage contains proved reserves." Of
the Company's acreage, 40 gross acres and 30 net acres is regarded as
"developed" acreage. The Company completed its first well, the Lucille Pruitt
#1, during November 2004. This well was completed in two stages and produced at
an average flow rate of 685 MMBtu per day of natural gas equivalent during the
first 30 days of production. The Company is the operator of this well under the
related joint operating agreement, and the Company owns a 75% working interest
in this well, which is located approximately 25 miles northwest of Denton,
Texas. As of the date of this Quarterly Report, the Company has completed the
drilling of its second well, the Lucille Pruitt #2-H. Upon pipeline connection,
the Company expects to frac the well, set production facilities and complete all
required components of completion in due course.

         Moreover, the Company recently completed its processing of a
three-dimensional seismic survey that it had recently acquired regarding 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 date of this Quarterly Report, the Company has commenced permitting and
construction of this well site. Utilizing the foregoing three-dimensional
seismic survey, the Company has also selected two additional sites in northern
Hill County for drilling in due course. The Company cannot assure anyone that it
will find any additional commercially producible amounts of oil and gas.

            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 leases presented by EBS for financing pursuant to the
EBS Agreement. All amounts advanced by the Company with respect to any
particular leases must be repaid to the Company at least 30 days before the
commencement of the drilling of a test well on such leases. The term of this
lending arrangement is for 18 months, and will continue thereafter on a
month-to-month basis until terminated by either party. The amounts advanced
pursuant to the EBS Agreement will be secured, on a non-recourse basis, by the
leases with respect to which amounts are advanced. If at the end of the term of
the lending arrangement all advanced amounts have not been repaid, the Company's
sole remedy will be to take title to the leases for which full repayment has not
been made. 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 by paying (i) a portion
of the costs of acquiring the lease determined by multiplying such costs times
the percentage of the undivided interest to be acquired and (ii) a portion of
the drilling costs of the initial test well determined by multiplying the
drilling costs for the particular well, times the percentage of the undivided
interest acquired by the Company in the related lease, times 1.3333. As of the
date of this Quarterly Report, the first well pursuant to the EBS Agreement is
being drilled and the location for the second well pursuant to the EBS Agreement
is being constructed.

                                       11



<PAGE>

         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.

Capital Requirements

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

                                       12



<PAGE>

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

            Production from successful efforts in the Company's exploration and
drilling activities 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 recent private placement that resulted in
approximately $18.5 million in net proceeds. Management believes that, if the
Company's plan of operation progresses (and production is realized) as planned,
sufficient cash flow and conventional bank financing will be available for
purposes of properly pursuing the Company's plan of operation, although the
Company can make no assurances in this regard.

            To conserve on the Company's capital requirements, the Company may
in the future issue shares in lieu of cash payments to 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 have to finance a portion
(and sometimes a significant portion) of the acquisition and drilling costs.
Also, the Company may acquire interests in properties by issuing shares of its
common stock.

Financial Information

         Financial results for the quarter ended March 31, 2005 are not
comparable to financial results for the quarter ended March 31, 2004 because the
Company had limited business operations during the first quarter 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.

                                       13



<PAGE>

            The Company's total revenues of $71,976 in the quarter ended March
31, 2005 are attributable to oil and gas sales from the Company's first well,
the Lucille Pruitt #1. The Company had no oil and gas revenues for the quarter
ended March 31, 2004. The Company realized interest income for the quarter ended
March 31, 2005 in the amount of $79,736 reflecting investment returns on higher
cash balances throughout the period from funds raised in the private placement
completed on November 2, 2004. Interest income for the first quarter of 2004 was
$284.Total oil and gas revenues declined from the fourth quarter of 2004 to the
first quarter of 2005 reflecting the impact of the expected natural decline in
the well's daily production rate.

        Expenses for the quarter ended March 31, 2005 were $609,263. The Company
had minimal expenses for the quarter ended March 31, 2004 reflecting its limited
start-up activities in that period.

        The Company incurred a net loss of $457,551, or $0.03 per share, for the
quarter ended March 31, 2005 as compared to a net loss of $25,032, or $0.00 per
share, for the quarter ended March 31, 2004.

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

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. There was no change in the Company's
internal controls over financial reporting during the Company's most recently
completed fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the Company's internal controls over financial reporting.
However, due to the limited number of Company employees engaged in the
authorization, recording, processing and reporting of transactions, there has
been an inherent lack of segregation of duties. The Company has periodically
assessed and will continue to assess the cost versus benefit of adding the
resources that would remedy or mitigate this situation. As part of this on-going
assessment and as a result of an increase in the Company's financial ability and
an increase in expected number of transactions related to the Company's
operations, the Company hired a corporate controller during the first week of
May 2005. Management does not expect that the Company's disclosure controls and
procedures will prevent or detect all error and 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.

                                       14



<PAGE>

PART II. OTHER INFORMATION

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 March 31, 2005
         reporting on the expansion of the Registrant's Board of Directors and
         the election of three persons to fill the three newly-created
         vacancies.



                                    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, Principal
                                  Financial Officer and Principal Accounting
                                    Officer)



Dated: October 7, 2005
                                       15