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

                                   FORM 10-QSB

[X]  Quarterly report pursuant  to  Section  13  or  15(d)  of  the   Securities
     Exchange   Act  of  1934  For  the quarterly  period ended: March 31, 2004

[ ]  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.)

       2100 West Loop South, Suite 900                      77027
   (Address of principal executive officer)              (Zip Code)

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, $.10 par value, outstanding as May 4,
2004: 6,107,331 shares

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


<PAGE>


                           WESTSIDE ENERGY CORPORATION
                           PERIOD ENDED MARCH 31, 2004

                                      INDEX

PART I.  FINANCIAL INFORMATION                                           Page

         Item 1.  Financial Statements

         Condensed financial statements of Westside Energy Corporation:

                  Balance sheet as of March 31, 2004                       3

                  Statement of Expenses for the three months ended
                    March 31, 2004 and March 31, 2003                      4

                  Statements of cash flows for the three months ended
                    March 31, 2004 and March 31, 2003                      5

                  Notes to financial statements                            6

         Item 2.  Plan of Operations                                       7

         Item 3.  Controls and Procedures                                 12

PART II. OTHER INFORMATION

         Item 2.     Changes in Securities                                13

         Item 6.     Exhibits and Reports on Form 8-K                     13

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

SIGNATURE                                                                 14

                                      -2-
<PAGE>


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

                           WESTSIDE ENERGY CORPORATION
                                  BALANCE SHEET
                                 March 31, 2004




ASSETS

Current Assets
    Cash                                                            $   303,480
  Unproved Oil and Gas properties,
      using Full Cost Method of Accounting                               20,619
                                                                    -----------
Total Current Assets                                                $   324,099
                                                                    ===========



LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
    Accounts payable and accrued expenses                           $    56,349
    Due to stockholders                                                  17,720
    Note payable, net of unamortized discount of $20,749                259,251
                                                                    -----------
       Total Current Liabilities                                        333,320
                                                                    -----------

Commitments

STOCKHOLDERS' DEFICIT

    Common stock, $.10 par value, 30,000,000 shares
       authorized, 5,937,831 shares issued and outstanding              593,783
    Additional paid in capital                                        1,846,613
    Accumulated deficit                                              (2,449,617)
                                                                    -----------
       Total Stockholders' Deficit                                   (    9,221)
                                                                    -----------
       TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $   324,099
                                                                    ===========
                                      -3-
<PAGE>


                           WESTSIDE ENERGY CORPORATION
                             STATEMENTS OF EXPENSES
                   Three Months Ended March 31, 2004 and 2003




                                                2004                 2003
                                            ----------             ----------
General and administrative expense          $   20,743             $    2,236
Interest income                                   (284)                     -
Interest expense                                 4,573                  1,238
                                            ----------             ----------
       NET LOSS                             $  (25,032)            $   (3,474)
                                            ==========             ==========

Basic and diluted loss per common share     $    (.00)             $     (.00)
Weighted average common shares outstanding  5,141,164               1,155,637

                                      -4-
<PAGE>


                           WESTSIDE ENERGY CORPORATION
                            STATEMENTS OF CASH FLOWS
                   Three Months Ended March 31, 2004 and 2003



                                                2004                 2003
                                             --------              --------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                 $(25,032)              $ (3,474)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
        Stock issued for services                   -                  1,900
        Imputed interest                          354                  1,238
        Amortization of discount on note
          payable                               1,886                      -
      Changes in:
        Accounts payable and accrued expenses   5,084                 (1,200)
                                             --------               --------
NET CASH USED IN OPERATING ACTIVITIES         (17,708)                (1,536)
                                             --------               --------

CASH FLOWS FROM FINANCING ACTIVITIES
    Advances by a founding stockholder              -                  1,500
    Proceeds from note payable                280,000                      -
    Stock issued for cash                      40,800                      -
                                             --------                --------
NET CASH PROVIDED BY FINANCING ACTIVITIES     320,800                  1,500
                                             --------               --------
NET CHANGE IN CASH                            303,092                 (   36)

CASH BALANCES
    -Beginning of period                          388                    424
                                             --------               --------
    -End of period                           $303,480               $    388
                                             ========               ========

NON-CASH DISCLOSURES:
Stock issued for Oil & Gas Interest          $ 20,619               $      -
Discount on note payable                       20,635                      -


                                      -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 10KSB. 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 2003, as reported in the 10KSB, have been
omitted.

NOTE 2 - OIL AND GAS PROPERTIES

In February 2004, Westside purchased several oil and gas interests from Westside
Energy L.P., a company controlled by Westside's president. Westside issued
700,000 shares of common stock for 20% interest in each property. The properties
were put on Westside's books at the cost of Westside Energy L.P. which totaled
$20,619. The properties are undeveloped and unproved.

NOTE 3 - NOTES PAYABLE

In February 2004, Westside borrowed $280,000 from an entity controlled by a
director and an officer. The note matures in February 2005, bears interest of
10% and is collateralized by the recently purchased oil and gas leases and
future property acquisitions purchased with the $280,000. 560,000 $.50 warrants
were attached to the debt. The note was discounted by $22,635 for the relative
fair value of the warrants. The discount will be amortized over the term of the
note.

NOTE 4 - COMMON STOCK

Westside sold 4,080,000 shares of common stock to an officer and a director for
$.01 per share for total proceeds of $40,800.

NOTE 5 - SUBSEQUENT EVENTS

In April 2004, Westside borrowed $130,000 from an entity controlled by a
director and an officer. The note matures in April 2005, bears interest of 10%
and is collateralized by the recently purchased oil and gas leases and future
property acquisitions purchased with the $130,000. 260,000 $.50 warrants were
attached to the debt.

                                      -6-
<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 intends to focus its efforts
initially in the State of Texas. The Company's major emphasis will be in the
participation in the oil and gas segment, acquiring interests in producing oil
or gas properties and participating in drilling operations. The Company's
principal products will be crude oil and natural gas. The Company intends to
engage in a broad range of activities associated with the oil and gas business
in an effort to develop oil and gas reserves. With the assistance of the
Company's management, independent contractors retained from time to time by the
Company, and, to a lesser extent, unsolicited submissions, the Company intends
to identify prospects that it believes are suitable for acquisition and
drilling.

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

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

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

         There can be no assurance that the Company will be successful in its
exploratory and production activities. The oil and gas business involves
numerous risks, the principal ones of which will be described in the section
captioned "Risk Factors" in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2003.

                                      -7-
<PAGE>
Proposed Initial Activities

         Currently, the Company's primary area of interest is in the Barnett
Shale located in the state of Texas. The Company has acquired as of March 31,
2004 total leased acreage of 4,260 gross acres and 3,242 net acres in Jack,
Wise, Denton, Hill and Ellis Counties in Texas in the Barnett Shale. The Company
has just begun the initial phase of its plan of operation. To date the Company
has not commenced any drilling or other exploration activities on the properties
that it has leased and thus the Company does not have any estimates of oil and
gas reserves on such properties. Consequently the Company has not reported its
reserve estimates to any state or federal authority. The Company cannot assure
anyone that it will find commercially producible amounts of oil and gas.
Moreover, at the present time, the Company cannot finance the initial phase of
its plan of operation solely through its own current resources. Consequently,
the Company plans on undertaking certain financing activities described in "Plan
of Operation - Capital Requirements" herein. The success of the initial phase of
the Company's plan of operation depends upon the Company's ability to obtain
additional capital to drill its wells. The Company cannot assure anyone that it
will obtain the necessary capital.

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

         The initial phase of the Company's plan of operation will involve
drilling and testing wells on the Company's currently leased approximately 4,260
gross acres and 3,242 net acres in the Barnett Shale to prove reserves,
completing promising test wells, extracting the oil, gas and other hydrocarbons
that the Company finds, and delivering them to market. The Company believes that
this acreage is sufficient for the Company's initial phase of drilling, which
consists of either 10 horizontal wells or 20 vertical wells or some combination
of the two types of wells. If the initial phase of the Company's plan of
operation is fully implemented, the Company will drill, test and complete these
wells over the next two years. Nearly all of the Company's current leases are
subject to the Company's confirmation that the related lessors have satisfactory
title to their acreage. Until such confirmation, the Company will not make
payments pursuant to the leases. If the Company is unable to confirm that any
related lessor has satisfactory title to any of this additional acreage, then
the Company will not make any payments, and the lease will terminate in the near
future as a result. The Company is also in the process of acquiring rights in
additional acreage.

         Based on recent price increases, the Company anticipates that each
vertical well in its targeted area will cost approximately $800,000 to complete
and that each horizontal well in its targeted area will cost approximately
$1,600,000 to complete. 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.

                                      -8-
<PAGE>
         Before committing substantial resources, including obtaining necessary
permits and preparing for drilling on any particular leased property, the
Company plans to complete its due diligence on its leased property. However, the
does not Company expect that it will incur the expense of retaining lawyers to
examine the title to the Company's mineral interests. This practice could expose
the Company to certain risks, which are described in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2003.

         The Company has not yet identified any specific drill sites, although
it has narrowed the area in which the Company's first well will be drilled. The
Company will select drill sites based on a variety of factors, including
information gathered from historic records and drill logs, proximity to existing
pipelines, ease of access for drilling equipment, seismic data, the presence of
oil and natural gas in the immediate vicinity, and consultations with the
Company's geologist, 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 insubstantial. 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.

         Once the Company has identified a proposed drilling site, it will
engage the services of a third party operator licensed to operate oil and gas
wells in the State of Texas. The operator will be responsible for permitting the
well, which will include obtaining permission from state authorities relative to
spacing requirements and any other state and federal environmental clearances
required at the commencement of the permitting process. Additionally, the
operator will formulate and deliver to all interest owners an operating
agreement establishing each participants' rights and obligations in that
particular well based on the location of the well and the ownership. In addition
to the permitting process, the operator will be responsible for hiring the
driller, geologist and land men to make final decisions relative to the zones to
be targeted, and actually drilling the well to the target zone. Should the well
be successful, the operator would thereafter be responsible for completing the
well and connecting it to the most appropriate transmission facility for the
hydrocarbons produced. The Company expects to pay the operator commercially
prevailing rates. The Company intends to make sure that the operator selected
has insurance believed to be adequate.

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

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

         The Company has had preliminary discussions with several companies to
act as both the operator and driller of the Company's wells. Management believes
that all of the companies being interviewed are amply qualified to act in the
preceding capacities. Management foresees no problem in procuring the services
of one or more qualified operators and drillers in connection with the initial
phase of the Company's plan of operation, although a considerable increase in
drilling activities in the area of the Company's properties could make difficult
(and perhaps expensive) the procurement of operating and drilling services.

                                      -9-
<PAGE>
         The contract operator will be responsible for performing, or
contracting with third parties and supervising their efforts, all aspects of the
drilling operation except for geological services. The Company currently
anticipates that it will continue to utilize outside consultants for services on
an as-needed basis.

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

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

Capital Requirements

         Although the Company believes that it has leased enough land to move
forward with the initial phase of its current plan of operation, the Company
will have to obtain additional financing before the Company can fully implement
this phase. The Company has already raised "seed" capital in the amount of
approximately $450,800 from Mr. Spickelmier, Westside Resources, L.P., an entity
wholly-owned by Mr. Wright and formerly named "Westside Energy, L.P." (the
"Partnership"), and Bering Partners No. 2, LLC, an entity owned by the Company's
two directors and certain other investors. The Company intends to use the
proceeds of this capital either to drill, test and complete the Company's
initial well or to acquire rights in additional acreage, or both, and (to a
limited extent) for general corporate purposes. A total of $410,000 of this
capital was structured in the form of loans from Bering Partners No. 2, LLC to
the Company secured by all of the Company's assets, including the oil and gas
interests briefly described herein as well as all such interests acquired in the
future. Interest accrues on the loans at a rate of 10% per annum. The principal
amount of and accrued interest on the loans is due and payable in two balloon
payments, one in the amount of $308,000 due on February 25, 2005 and the other
in the amount of $143,000 due on April 30, 2005. In consideration of making the
loans, the Company granted warrants to the owners of Bering Partners No. 2, LLC
to purchase up to an aggregate of 820,000 shares of the Company's common stock
for a per-share exercise price of $.50. These warrants have a term of and are
exercisable for five years. The remaining $40,800 of the initial capital took
the form of an equity investment in the Company's common stock. Mr. Spickelmier
and The Partnership made this investment in exchange for the issuance to them of
an aggregate of 4,080,000 shares of the Company's common stock. At that time,
these shares constitute approximately 68.7% of the shares of the Company's
common stock outstanding after the completion of all of the stock issuance then
taking place. Because the shares of common stock received by Mr. Spickelmier and
the Partnership were not registered under the Securities Act of 1933, as amended
(the "Act"), such shares are "restricted securities" (as defined in Rule 144
promulgated under the Act) and accordingly, may not be sold or transferred by
Mr. Spickelmier and The Partnership unless such shares are registered under the
Act or are sold or transferred pursuant to an exemption therefrom. In connection
with this investment, the Company entered into a "piggy back" registration
rights agreements with each of Mr. Spickelmier and the Partnership, whereby each
of them will have the right to include in any registration with the U.S.
Securities and Exchange Commission any and all shares owned by them or to be
acquired pursuant to derivative securities, including the shares issued in
connection with this investment and the shares to be acquired upon exercise of
the warrants issued in connection with the loans described above.

                                      -11-
<PAGE>
         The Company presently intends to begin drilling its first well during
June or July 2004. Drilling is expected to begin on an approximately 352-acre
tract of leased land. The lease governing this tract was recently amended to
extend the date by which drilling must commence to the end of summer 2004 or
else the lease will be forfeited. The Company will drill and test the well for
oil and gas and, if producible amounts of gas are found, complete the well. If
the Company's plan of operation does progress as planned but the Company's first
test well does not prove to hold producible reserves, the Company would not have
enough capital to drill and test a second well, and the Company would be forced
to cease its drilling operations until such time as further financing became
available, if ever.

         In addition to cash flow and conventional bank financing in requisite
amounts, the Company will need to raise additional equity funds to finance its
planned operations during the next two years, including implementing the initial
phase of the Company's plan of operation and making the Company's lease and debt
payments as they come due. The Company anticipates that it will need additional
equity funds in the amount of $5,000,000 to complete fully the Company's initial
phase of it plan, which entails drilling and completing either 10 horizontal
wells or 20 vertical wells or some combination of the two types of wells. With
full funding, the Company expects the initial phase of its plan of operation to
take approximately two years from start to finish. However, the time line for
completion of this phase of the Company's plan of operation depends completely
upon the Company's ability to secure additional financing. The Company estimate
that it will take approximately two weeks to drill, test and complete each well,
and an additional two weeks to four weeks per well to install the facilities to
connect to gathering or pipeline facilities, depending on the distance from the
well to the pipeline. The Company intends to try to raise between $5,000,000 and
$10,000,000 in equity funds through a future equity offering. The Company
expects that any equity amount raised beyond $5,000,000 would be used to give to
the Company financial flexibility and a cash cushion. The Company expects to try
to raise between $500,000 and $1.0 million in equity in the near future
(although the Company can make no assurances in this regard), and seek to raise
the remainder of the $5,000,000 to $10,000,000 at some point in the future.

         The Company currently does not have any binding commitments for, or
readily available sources of, meaningful portion of the additional financing.
The Company cannot assure anyone that additional financing will be available to
it when needed or, if available, that it can be obtained on commercially
reasonably terms. If the Company does not obtain additional financing it will
not be able to implement its planned drilling and exploration activities and may
not be able to maintain its leases. If the Company is able to obtain additional
funds less than the $5,000,000, the Company will have to reduce its plan of
operations accordingly, although the Company would strive to complete as many
producible wells as possible with the funds available to it. If the Company does
not obtain additional financing through an equity or debt offering, the Company
may attempt to sell its leasehold interests in some or all of the properties
that the Company has leased together with any proprietary information that the
Company has developed concerning such properties, such as title searches, title
policies, engineering reports and records, core information, drilling reports,
and production records, if any. However, the Company cannot assure anyone that
the Company will be able to find interested buyers or that the funds received
from any such sale would be adequate to fund its activities.

         Production from the Company's exploration and drilling efforts would
provide the Company with cash flow, and a proven reserve would increase the
value of the Company's leased rights and should enable the Company to obtain
bank financing (after the wells have produced for a period of time to satisfy
the related lender). Both of these results of which would enable the Company to
continue with its initial drilling activities. In fact, cash flow and
conventional bank financing are as critical to the Company's plan of operation
as the $5,000,000 to $10,000,000 in additional equity. 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.


         In addition to the capital necessary to undertake its drilling
activities, the Company will need additional financing to make its debt payments
on the $410,000 secured financing provided by an entity controlled by management
as they come due. The Company will need approximately $308,000 by February 25,
2005 and another $143,000 due on April 30, 2005 to make its debt payments.
Failure to obtain additional financing or complete enough wells to generate
sufficient income to pay the debt payments could cause the Company to lose its
rights to some or all of the property currently under lease as a result of
foreclosure proceedings against such leases by the lender that provided the
$410,000 secured financing. This development would obviously make further
development impossible. Under these circumstances, the Company could be forced
to cease its operations and liquidate its remaining assets, if any.


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

Future Activities

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

Item 3.           Controls and Procedures

       As of the end of the period covered by this report, 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 are effective 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. Management of the Company
has also evaluated, with the participation of the Chief Executive Officer and
Chief Financial Officer of the Company, any change in the Company's internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) that occurred during the fiscal quarter covered by this
Quarterly Report on Form 10-QSB. There was no change in the Company's internal
control 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 control over financial reporting.
However, due to the limited number of Company employees engaged in the
authorization, recording, processing and reporting of transactions, there is
inherently a lack of segregation of duties. The Company periodically assesses
the cost versus benefit of adding the resources that would remedy or mitigate
this situation and currently, does not consider the benefits to outweigh the
costs of adding additional staff in light of the limited number of transactions
related to the Company's operations.

                                      -12-
<PAGE>


PART II. OTHER INFORMATION

Item 2.     Changes in Securities

         On February 26, 2004, the Company issued 700,000 shares of its common
stock to Westside Resources, L.P. (the "Partnership"), an entity wholly-owned by
Jimmy D. Wright and formerly named "Westside Energy, L.P." (a director of the
Company and the Company's Chief Executive Officer and Chief Financial Officer),
in consideration of the Partnership's assignment of its undivided interests in
certain oil and gas leases covering approximately 819 gross acres of land.
Because Mr. Wright was a director and the Company's Chief Executive Officer at
the time of this issuance, the issuance of these shares is claimed to be exempt,
pursuant to Section 4(2) of the Securities Act of 1933 (the "Act").

         On February 26, 2004, in consideration of a loan in the amount of
$280,000 from Bering Partners No. 2, LLC ("Bering"), the Company issued (without
any further consideration) warrants to purchase up to 560,000 shares of the
Company's common stock at a per share price of $.50. These warrants were issued
to Bering's four equity owners who included the Partnership, Keith D.
Spickelmier (the Company's Chairman of the Board), and two other accredited
investors. The issuances of the warrants are claimed to be exempt, and the
issuances of the common stock underlying the warrants will be claimed to be
exempt, pursuant to Sections 4(6) of, and Regulation D under, the Act.

         On February 26, 2004, the Company issued an aggregate of 4,080,000
shares to the Partnership and Mr. Spickelmier in consideration of an aggregate
purchase price of $40,800. Because Mr. Wright was a director and the Company's
Chief Executive Officer at the time of this issuance, the issuance of these
shares is claimed to be exempt, pursuant to Section 4(2) of the Act.

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 1,
2004 reporting on a change in the Registrant's business focus and the
acquisition of certain oil and gas interests.

                                      -13-
<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, Principal
                                         Financial Officer and
                                         Principal Accounting
                                         Officer)


Dated: June 3, 2004




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