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: September 30, 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)

                                  713/590-3791
                           (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 November
10, 2004: 17,048,331 shares

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


<PAGE>


                           WESTSIDE ENERGY CORPORATION
                         PERIOD ENDED SEPTEMBER 30, 2004

                                      INDEX

PART I.  FINANCIAL INFORMATION                                           Page

         Item 1.  Financial Statements

         Condensed financial statements of Westside Energy Corporation:

            Balance sheet as of September 30, 2004                          3

            Statement of Expenses for the three months and nine months
              ended September 30, 2004 and September 30, 2003               4

            Statements of cash flows for the nine months ended September
              30, 2004 and September 30, 2003                               5

            Notes to financial statements                                   6

         Item 2.  Plan of Operations                                        7

         Item 3.  Controls and Procedures                                  10

PART II. OTHER INFORMATION

         Item 6.     Exhibits and Reports on Form 8-K                      10

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

SIGNATURE                                                                  10

                                       2
<PAGE>


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

                           WESTSIDE ENERGY CORPORATION
                                  BALANCE SHEET
                               September 30, 2004




ASSETS

Current Assets
    Cash                                                           $   158,086

Unproved Oil and Gas properties,
      using Full Cost Method of Accounting                           1,390,323
                                                                   -----------
Total Assets                                                       $ 1,548,409
                                                                   ===========



LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
    Accounts payable and accrued expenses                          $    75,054
    Due to stockholders                                                 17,720
    Advances from joint venture partners                                36,499
  Note payable to related parties, net of unamortized
       discount of $65,384                                             544,616
  Note Payable                                                         300,000
                                                                   -----------
       Total Current Liabilities                                       973,889
                                                                   -----------
Commitments

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, 6,898,331 shares issued and outstanding              68,983
    Additional paid in capital                                       3,517,314
    Accumulated deficit                                             (3,011,777)
                                                                   -----------
       Total Stockholders' Equity                                      574,520
                                                                   -----------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 1,548,409
                                                                   ===========

                                       3
<PAGE>


                           WESTSIDE ENERGY CORPORATION
                             STATEMENTS OF EXPENSES
             Three and Nine Months Ended September 30, 2004 and 2003



                                       Three Months         Nine Months
                                     2004        2003     2004         2003
                                  ----------  --------- ---------   ----------
General and
    administrative expense       $  361,129  $     650  $  516,376  $    2,886
Interest income                        (524)        -       (2,024)          -
Interest expense                     45,390         -       72,838       1,238
                                 ----------  ----------  ---------- ----------
       NET LOSS                  $ (405,995) $    (650) $ (587,190) $   (4,124)
                                 ==========  ========== ==========  ==========

Basic and diluted loss
    per common share             $    (.06)  $    (.00) $     (.11) $     (.00)
Weighted average common
    shares outstanding           6,898,331   1,158,970   5,254,667   1,157,303





                                       4
<PAGE>


                           WESTSIDE ENERGY CORPORATION
                            STATEMENTS OF CASH FLOWS
                  Nine Months Ended September 30, 2004 and 2003



                                                       2004             2003
                                                    ----------        --------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                        $ (587,190)       $ (4,124)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
        Stock issued for services                      234,275           1,900
        Imputed interest                                 1,063           1,238
        Amortization of discount on note payable        53,667               -
      Changes in:
        Accounts payable and accrued expenses           23,789          (2,000)
        Advances from joint venture partners            36,499               -
                                                    ----------        --------
NET CASH USED IN OPERATING ACTIVITIES                 (237,897)         (2,986)
                                                    ----------        --------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of Oil & Gas interests                 (1,326,204)              -
                                                    ----------        --------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from notes payable to related parties     610,000           2,950
    Proceeds from notes payable                        300,000               -
    Stock sold for cash                                811,799               -
                                                    ----------        --------
NET CASH PROVIDED BY FINANCING ACTIVITIES            1,721,799           2,950
                                                    ----------        --------
NET CHANGE IN CASH                                     157,698          (   36)

CASH BALANCES
    -Beginning of period                                   388             424
                                                    ----------        --------
    -End of period                                  $  158,086        $    388
                                                    ==========        ========

NON-CASH DISCLOSURES:
Stock issued for Oil & Gas Interests               $   64,119         $      -
Discount on note payable                              119,051                -


                                       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 an
entity now named Westside Resources 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 Resources L.P., which totaled $20,619. The properties are undeveloped
and unproved.

During the second quarter, Westside purchased additional oil and gas interests
from third parties totaling $361,633 and spent $368,452 on intangible drilling
costs associated with one lease.

During the third quarter, Westside purchased additional oil and gas interests
from third parties totaling $396,119 and spent $200,000 on intangible drilling
costs associated with one lease. Westside issued 30,000 shares of common stock
for costs related to purchasing the Oil and Properties valued at $43,500.


NOTE 3 - NOTES PAYABLE TO RELATED PARITES

In February 2004 and April 2004, Westside borrowed $280,000 and $130,000,
respectively, from an entity controlled by Westside's two directors. The notes
mature in February 2005 and April 2005, respectively, and each note bears
interest of 10% and is collateralized by all oil and gas interests now owned or
hereafter acquired by Westside. Warrants to purchase up to an aggregate of
820,000 shares of Westside's common stock for a per-share exercise price of $.50
were attached to the debt. The notes were discounted by $119,051 for the
relative fair value of the warrants. The discount will be amortized over the
term of the notes.

In September 2004, Westside borrowed $200,000 from an officer and an affiliate
company. The notes are convertible into Westside's common stock, mature in
January 2005, and each note bears interest of 10% per annum. The conversion
price will be based on the offering price in a future equity offering. The
offering occurred in October 2004 for $2 per share. See note 7 for details.


NOTE 4 - NOTE PAYABLE

In September 2004, Westside borrowed $300,000 from a third party. The note is
convertible into Westside's common stock, matures in January 2005, and bears
interest of 10% per annum. The conversion price will be based on the offering
price in a future equity offering. The offering occurred in October 2004 for $2
per share. See note 7 for details.


NOTE 5 - COMMON STOCK

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

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

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


NOTE 6 - COMMITMENT

Westside has committed to drill an exploratory well on one of the leases. The
expected cost associated with the well approximates $849,350. Westside will be
responsible for 75% of the costs which approximates $637,013. To date, Westside
has spent approximately $525,000 leaving a commitment of approximately $148,013
if the drilling partners agree to complete the well. If the partners elect not
to complete the well, Westside will be committed to refund approximately $36,000
to its drilling partners.

No other leases have commitments to drill to date.


NOTE 7 - SUBSEQUENT EVENTS

In October 2004, Westside borrowed $100,000 from an officer and an affiliate
company for aggregate borrowings of $200,000. The notes are unsecured and bear
interest of 10% per annum. The notes are due and payable in full on or before
February 13, 2005. The indebtedness is convertible into shares of Westside's
common stock if Westside raises certain additional private equity. The
conversion rate would be set at the offering price at which the additional
private equity is raised.

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

In November 2004, a holder of a convertible note have an outstanding principal
balance of $300,000 has converted the principal balance into common stock at
$2.00 per share for a total of 150,000 shares of common stock.


                                       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 are described in the section
captioned "Risk Factors" in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2003.

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 November 4, 2004
total leased acreage of 16,806 gross acres and 15,450 net acres in Jack, Wise,
Denton, Hill, Ellis and Hamilton Counties in Texas in the Barnett Shale. The
Company has just begun the initial phase of its plan of operation. It expects to
complete its first well during November 2004. As of the date of this Report, the
Company did not have any estimates of oil and gas reserves. 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.

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

                                       7
<PAGE>
         The initial phase of the Company's plan of operation will involve
drilling and testing wells on the Company's currently leased acreage in the
Barnett Shale to prove reserves, completing promising test wells, extracting the
oil, gas and other hydrocarbons that the Company finds, and delivering them to
market. The Company believes that this acreage is sufficient for the Company's
initial phase of drilling, which consists of between 10 and 20 wells. If the
initial phase of the Company's plan of operation is fully implemented, the
Company will drill, test and complete these wells over the next two years. Some
of the Company's current leases are subject to the Company's confirmation that
the related lessors have satisfactory title to their acreage. Until such
confirmation, the Company will not make payments pursuant to the leases. If the
Company is unable to confirm that any related lessor has satisfactory title to
any of this additional acreage, then the Company will not make any payments, and
the lease will terminate in the near future as a result. The Company is also in
the process of acquiring rights in additional acreage.

         Based on recent price increases, the Company anticipates that each
vertical well in its targeted area will cost approximately $800,000 to complete
and that each horizontal well in its targeted area will cost approximately
$1,600,000 to complete, but such costs will depend on the drilling depth of a
particular well. The Company's anticipated costs of drilling operations are
based on estimates obtained from third-party service providers whom the Company
believes will be available to it to provide the services that the Company will
need. However, the actual costs of such operations may be more or less than the
estimates contained herein. If actual costs of operations exceed the Company's
estimates to any significant degree, the Company may require additional funding
to achieve its initial objectives.

         Before committing substantial resources, including obtaining necessary
permits and preparing for drilling on any particular leased property, the
Company plans to complete its due diligence on its leased property. However, the
Company may not in some instances incur the expense of retaining lawyers to
examine the title to the Company's mineral interests. This practice could expose
the Company to certain risks, which are described in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2003. The Company did obtain a
drill site title opinion for its initial well currently being drilled.

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

         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, frac company, construction contractor and other third parties to
provide services for all aspects of the drilling operation except for geological
services, and supervising their efforts, and actually drilling the well to the
target zone. Should the well be successful, the operator would thereafter be
responsible for completing the well and connecting it to the most appropriate
transmission facility for the hydrocarbons produced. The Company expects to pay
the operator commercially prevailing rates. The Company intends to make sure
that the operator selected has insurance believed to be adequate.

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

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

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

                                       8
<PAGE>
         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 cost of installing an infrastructure to deliver the Company's gas
to a pipeline or gatherer will vary depending upon the distance the gas must
travel from the wellhead to the tap, tap fees, and whether the gas first must be
treated to meet the purchasing company's quality standards. To minimize the
costs of transporting gas to existing pipelines, the Company intends to drill as
close to existing pipelines as practicable. However, ultimate connection costs
cannot now be accurately predicted.

         The Company recently entered into a standard gas sales agreement with
Dynegy, Inc. pursuant to which Dynegy has agreed to purchase from the Company
all production that is realized from the approximately 352-acre tract upon which
the Company's first well is being 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 $1.11million 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.

         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.

         The Company expects to complete its first well during November 2004.
This well is located on the Company's approximately 352-acre tract of leased
land. The Company would like to commence drilling of a second well before the
end of calendar 2004, probably also on the 352-acre tract of leased land. In
this connection, the Company is seeking a rig to undertake the drilling. Due to
the tight demand for rigs in the Barnett Shale at this time (particularly as the
year draws to a close), the completion of a second well before the end of
calendar 2004 may not be possible.

         Production from any successful efforts in 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). 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 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.

                                       9
<PAGE>
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.

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 September
          22, 2004 reporting on the entry into a material definitive
          agreement consisting of unsecured short-term promissory note
          in the original principal amount of $300,000.

                                    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)

                                       10
Dated: November 15, 2004