UNITED STATES SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549  FORM
10-Q   [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended December 31,
2007  [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   Commission file number 000-30285  LIONS PETROLEUM INC. (Name of small business issuer in its
charter)  Delaware
(State or
other jurisdiction of incorporation or organization)
N/A
(I.R.S.
Employer Identification No.)93 S.
Jackson Street, Seattle, Washington
(Address of
principal executive offices)
98104-2818
(Zip
Code)  Issuers telephone number
  (206) 706-2623  600 17th Street, Suite 2800 South,
Denver, Colorado (Former address of principal executive
offices)  The registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
  Yes  [X]   No [  ]  The registrant is a:  Large accelerated filer
 [  ]
Non-accelerated filer
 [  ]
Accelerated filed
 [  ]
Smaller reporting
company  [X]  The registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   Yes [   ]   No
[X]  As of February 15, 2008 the registrant had 14,400,977
common shares outstanding.   1


PART I  FINANCIAL INFORMATION  Item 1.  Financial
Statements 2 Item 2   Managements
Discussion and Analysis of Financial Condition and Results of Operation 11 Item 3.  Quantitative and
Qualitative Disclosures About Market Risk 12 Item 4.  Controls and
Procedures 13  PART II  OTHER INFORMATION  Item 6.  Exhibits 13 Signatures 13    PART I  FINANCIAL INFORMATION  ITEM 1.  FINANCIAL STATEMENTS  The financial information set forth below with respect to
our statements of operations for the three month periods ended December 31, 2007
and 2006 is unaudited.  This financial information, in the opinion of
management, includes all adjustments consisting of normal recurring entries
necessary for the fair presentation of such data.  The results of
operations for the three month period ended December 31, 2007 are not
necessarily indicative of results to be expected for any subsequent period.


2


LIONS PETROLEUM, INC.(An Exploration Stage Company)Balance Sheet(Expressed in US Dollars)ASSETSDecember 31,2007CURRENT
ASSETSCash
and cash equivalents


$  
       3,435Accounts
receivable


6,936Prepaid
expenses and other current assets


20,097Deposits
on proposed oil and gas acquisitions


176,500Total
Current Assets


206,968PROPERTY
AND EQUIPMENT, net


1,603OIL
AND GAS PROPERTIES USINGFULL
COST ACCOUNTINGProperties
not subject to amortization


166,367Properties
being amortized


30,531Accumulated
amortization


(8,929)Net
Oil and Gas Properties


187,969OTHER
ASSETSDeposits
and other assets


4,400Total
Other Assets


4,400TOTAL
ASSETS


$      400,940   See accompanying notes


3


LIONS PETROLEUM, INC.(An Exploration Stage Company)Balance Sheet (Continued)(Expressed in US Dollars)LIABILITIES AND STOCKHOLDERS' EQUITYDecember 31,2007CURRENT
LIABILITIESAccounts
payable and accrued expenses


$    
    95,139Accounts
payable - related parties


139,081Stock
deposits


28,782Total
Current Liabilities


263,002Total
Liabilities


263,002STOCKHOLDERS'
EQUITYPreferred
stock, 5,000,000 shares authorized of $0.0001par
value, no shares issued


-Common
stock, 50,000,000 shares authorized of $0.0001par
value, 14,400,977 shares issued and outstanding

1,440Additional
paid-in capital


14,854,312Prepaid
consulting fees


(6,520)Accumulated
other comprehensive loss


(471,831)Deficit
accumulated during the exploration stage


(2,339,677)Retained
deficit


(11,899,786)Total
Stockholders' Equity


137,938TOTAL
LIABILITIES AND STOCKHOLDERS'EQUITY


$  
    400,940        See accompanying notes


4


LIONS PETROLEUM, INC.(An Exploration Stage Company)Statements of Operations(Expressed in US Dollars)Cumulative, fromSept. 21, 2004For the three months ended

(new business start)December 31,

to December 31,2007

2006

2007OIL
AND GAS REVENUES

$
           15,962

$
               8,889

$
               70,084EXPENSESOil
and gas expenditures

6,092

4,326

79,420Professional
fees and investor relations

101,577

239,708

1,597,314General
and administrative

24,202

23,500

389,563Interest
and financing costs

9

145,482

331,278Depreciation,
depletion and amortization

3,219

405

12,186Total
Expenses

135,099

413,421

2,409,761NET
OPERATING LOSS BEFORE TAXES

(119,137)

(404,532)

(2,339,677)INCOME
TAXES

-

-

-NET
LOSS

$       (119,137)

$         (404,532)

$
         (2,339,677)BASIC
LOSS PER COMMON SHARE

$
            (0.01)

$               (0.03)WEIGHTED
AVERAGE NUMBER OFCOMMON
SHARES OUTSTANDING

14,400,977

13,408,077       See accompanying notes


5


LIONS PETROLEUM, INC.(An Exploration Stage Company)Consolidated Statements of Comprehensive Operations(Expressed in US Dollars)Cumulative, fromSept. 21, 2004For the three months ended

(new business start)December 31

to December 30,2007

2006

2007NET
LOSS

$        (119,137)

$      (404,532)

$     (2,339,677)Other
comprehensive income (loss):Foreign
currency translation, net

-

-

-COMPREHENSIVE
LOSS

$       (119,137)

$      (404,532)

$     (2,339,677)                            See accompanying notes


6


LIONS
PETROLEUM, INC.(An Exploration
Stage Company)Statements of Cash
Flows(Expressed in US
Dollars)Cumulative,
fromSept. 21,
2004For the Years
Ended

(new business
start)September
30

to September
30,2007

2006

2007CASH FLOWS FROM OPERATING
ACTIVITIES:Net loss


$
(119,137)

$
 (404,532)

$ 
   (2,339,677)Adjustments to reconcile net
loss to net cashprovided by (used in)
operating activities:Depreciation, depletion and
amortization

1,687

405

10,654Professional fees of related
parties

-

-

27,877Common stock issued for
services and in lieu ofsettlement
agreement


-

450,500

713,531Non-cash compensatory charge on
warrants and options

19,562

17,527

480,265Write-off of oil and gas
lease


-

1,606

20,776Changes in operating assets and
liabilities:(Increase) in accounts
receivable


(4,594)

(1,954)

(6,936)(Increase) in deposits on oil
and gas properties

-

(1,500)

(1,500)(Increase) decrease in prepaids
and deposits

53,789

(74)

(24,454)(Decrease) increase in accounts
payableand accounts payable -
related parties

29,388

(148,010)

199,961Net Cash Used in Operating
Activities

(19,305)

(86,032)

(919,503)CASH FLOWS FROM INVESTING
ACTIVITIES:Purchases of property and
equipment

-

-

(5,248)Purchase of oil and gas
assets


-

-

(375,727)Sale of oil and gas
assets


-

-

22,579Net Cash Provided by (Used in)
Investing Activities

-

-

(358,396)CASH FLOWS FROM FINANCING
ACTIVITIES:Proceeds from related party
advances

-

-

22,666Repayments on related party
advances

-

(27,876)

(35,767)Stock deposits received


20,345

-

28,782Proceeds from share
subscriptions

-

(30,000)

-Proceeds from issuance of
common stock

-

120,796

1,265,653Net Cash Provided by Financing
Activities

20,345

62,920

1,281,334NET INCREASE (DECREASE) IN
CASH

1,040

(23,112)

3,435CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD
2,395

23,585

-CASH AND CASH EQUIVALENTS AT
END OF PERIOD

$
        3,435

$
         473

$          
3,435   See accompanying notes


7


LIONS PETROLEUM, INC.(An Exploration Stage Company)Statements of Cash Flows(Expressed in US Dollars)Cumulative, fromSept. 21, 2004For the Years Ended

(new business start)September 30

to September 30,2007

2006

2007SUPPLEMENTAL
CASH FLOW INFORMATIONCASH
PAID FOR:Interest


$
            9

$
             456

$
            3,162Income
taxes


$
             -

$
                  -

$
                    -NON-CASH
FINANCING ACTIVITIESCommon
stock issued for services rendered

$
             -

$
      450,500

$
        713,531                          See accompanying notes and accountants report


8


LIONS PETROLEUM, INC. Notes to the Financial
Statements (Unaudited) December 31, 2007  NOTE 1 - BASIS OF
PRESENTATION  The interim financial
information included herein is unaudited and has been prepared consistent with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
 Accordingly, these financial statements do not include all information
required by generally accepted accounting principles for annual financial
statements.  These statements should be read in conjunction with the
audited financial statements and notes thereto included in the Company's annual
report on Form 10-KSB for the year ended September 30, 2007, from which the
balance sheet information as of that date is derived.  These interim
financial statements contain all adjustments necessary in the opinion of
management for a fair statement of results for the interim periods
presented.  The results of
operations for the three months ended December 31, 2007, are not necessarily
indicative of the results to be expected for the full year.  The accompanying
financial statements include the accounts of the Company which has no
subsidiaries at December 31, 2007.  The accompanying financial statements
are also expressed in U.S. dollars.  Certain minor reclassifications in
prior period amounts have been made to conform with the current period
presentation.  NOTE 2  LOSS PER SHARE  Following is information relative to
the computation of basic loss per share for the three months ended December 31,
2007 and 2006:  (Loss)

Shares

Per-share(Numerator)

(Denominator)

AmountLoss for the period
ended December 31, 2007

$
     (119,137)

14,400,977

$
     (0.01)Loss for the period
ended December 31, 2006

$
     (404,532)

13,408,077

$
     (0.03)
  NOTE 3  GOING CONCERN  The Company is in the
business of the ownership and exploration of oil and gas properties and
effective September 21, 2004, commenced an exploration stage period. The Company
and its operations are subject to all of the risks inherent in an emerging
business enterprise. The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As shown in the financial
statements, the Company incurred losses of $119,137 and $404,532  for the
three-month periods ended December 31, 2007 and 2006, and $2,339,677 since the
Company entered its exploration stage period and $14,711,294 since its inception
in 1996. The Company has had limited revenue during those periods. There is no
assurance that the Company will not encounter substantial delays and expenses
related to financing the successful completion of its product development and
marketing efforts and/or other unforeseen difficulties. The Company will be
required to expand its management and administrative capabilities in order to
manage the aforementioned items as well as respond to competitive conditions,
and will require additional funds. The Company anticipates the need to raise
funds through equity financing. Such additional funds may not be available on
terms acceptable to the Company.  These factors indicate that the Company
may not be able to continue as a going concern. The financial statements do not
include adjustments that might result from the outcome of this uncertainty.


9


LIONS PETROLEUM, INC. Notes to the Financial
Statements (Unaudited) December 31, 2007  NOTE 4  COMMON AND
PREFERRED STOCK  On August 8, 2005, a
majority of the Companys common stock shareholders approved by written consent
the issuance of an aggregate of 10,000,000 shares of common stock and 2,000,000
shares of Series A convertible preferred stock. The shareholders authorized the
issuance of 5,000,000 common shares each to Dale M. Paulson, Director and then
the President and CEO, and Gordon L. Wiltse, CFO, Secretary and Director. As of
the date of this filing, a certificate of designation of rights and preferences
for the Series A convertible preferred stock has not been filed with the State
of Delaware. After the certificate of designation has been filed, the Company
will issue 1,000,000 Series A convertible preferred shares to each of Messrs.
Dale M. Paulson and Gordon L. Wiltse, which share issues were also approved by a
majority of the shareholders on August 8, 2005. Each Series A convertible
preferred share is convertible into five common shares of the Company.  NOTE 5  CONTINGENT LIABILITY AND
COMMITMENT  As of December 31,
2007, the guarantee of the Company and of the president and chief executive
officer of Pure Energy Visions Corporation in regards to an unused factoring
agreement, remains in effect.  On August 31, 2005, the
Company executed a settlement agreement with Pure Energy Visions Corporation
(PEVC) to resolve outstanding issues related to the spin-off of PEVC. Under
the terms of the settlement agreement PEVC agreed to assume debt and contingent
liabilities that were associated with the historical battery and fuel cell
business. PEVC agreed to assume approximately $450,000 of debt owed to third
parties, and agreed to be responsible for unresolved litigation that existed at
September 30, 2004. Approximately $357,000 of this debt has since been satisfied
by the issuance of PEVC common shares. However, management cannot guarantee that
PEVC will be able to satisfy the balance of the obligations and we may remain
liable for them.  NOTE 6  STOCK
DEPOSITS  As of December 31,
2007, the Company has received deposits of $28,782  towards the purchase of
common shares.  The shares pursuant to this deposit are expected to be
issued before the end of the Companys second quarter.


10


In this report references
to Lions, we, us, and our refer to Lions Petroleum Inc.  SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS  The Securities and Exchange Commission (SEC) encourages
companies to disclose forward-looking information so that investors can better
understand future prospects and make informed investment decisions.  This
report contains these types of statements.  Words such as may, will,
expect, believe, anticipate, estimate, project, or continue or
comparable terminology used in connection with any discussion of future
operating results or financial performance identify forward-looking statements.
 You are cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date of this report.  All
forward-looking statements reflect our present expectation of future events and
are subject to a number of important factors and uncertainties that could cause
actual results to differ materially from those described in the forward-looking
statements.  ITEM 2.   MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION  Executive Overview  During the fiscal years ended 2007 and 2006 we were an
exploration stage company and were subject to all risks inherent in an emerging
business enterprise.  During the next twelve months our primary objective
will be to sell our oil and gas interests and then seek out business
opportunities to acquire.  Our auditors have expressed doubt that we can continue as
a going concern without additional funding.  Management intends to seek
funds through additional debt and equity financing and collaborative
arrangements, but additional funds may not be available on terms acceptable to
us.  Liquidity and Capital Resources  We recorded revenue of $15,962 for the three month period
ended December 31, 2007 (2007 first quarter") from the Bennett Prospect;
however, since we commenced our exploration stage in September 2004 we had not
recorded revenue in any period prior to the first quarter of 2007.  During
the past two fiscal years we have financed our operations primarily through
sales of our common stock and advances from related parties.  To fund our
operations during the 2007 first quarter we relied on revenues and cash deposits
of $20,345 towards the purchase of common stock.  For the three month
period ended December 31, 2006 (2006 first quarter) we relied on proceeds of
$120,796 from the sale of our common stock.  Historically, we have common stock for services to avoid
using our limited cash. We have no employees and we do not expect to hire any
new employees in the short term; however, we anticipate that we will require
services from independent contractors and other professionals in the future and
we will likely rely on common stock to pay for these services until we have
adequate cash on hand.  Another potential source of funding may come from
warrants that we have issued in private offerings.  We conducted private
offerings during the 2005 and 2006 fiscal years and realized gross proceeds of
$827,225 from these offerings.  In these offerings we sold units comprised
of common stock and warrants and piggy back warrants to purchase additional
shares of common stock.  At December 31, 2007 we had an aggregate of
2,035,543 outstanding warrants from these offerings with exercise prices ranging
from $0.65 to $2.00.  If all of the warrants sold in the offerings are
exercised per their terms, we may realize aggregate proceeds of approximately
$2,135,161.  In addition, we have 125,334 warrants outstanding not related
to the private offerings with an exercise price of $1.25 and the exercise of
these warrants could provide an additional $156,668 in funds.  However, the
warrant holders have complete discretion as to when, or if, the warrants are
exercised and we cannot guarantee that the warrant holders will exercise any of
the warrants.  We intend to sell our shares under exemptions from the
registration requirements provided by Canadian, United States and state
securities laws.  The purchasers and manner of issuance will be determined
according to our financial needs and the available exemptions.  We also
note that if we issue more shares of our common stock, then our stockholders may
experience dilution in the value per share of their common stock.


11


Results of
Operations  Our fiscal year end is September 30 and the following
discussions are based on the financial statements of Lions Petroleum for the
three month periods ended December 31, 2007 and 2006, and should be read in
conjunction with the financial statements, and notes thereto, included with this
report at Part I, Item 1, above.  SUMMARY OF
OPERATING RESULTSYear ended
December
312007
2006Oil and gas revenues
$
     15,962
$
           8,889Total expenses
135,099
413,421Net operating loss before
taxes
(119,137)
(404,532)Income taxes

Net loss
(119,137)
(404,532)Net loss per share
$
      (0.01)
$
        (0.03)  We recorded revenues from oil and gas operations for both
the 2007 and 2006 first quarters.  Our total expenses decreased for the
2007 first quarter compared to the 2006 first quarter primarily due to decreases
in professional fees and investor relations expense and interest and financing
costs.  Professional fees and investor relations expenses decreased from
$239,708 for the 2006 first quarter to $101,577 for the 2007 first quarter and
interest and financing costs decreased from $145,482 for the 2006 first quarter
to $9 for the 2007 first quarter primarily as a result of reduction in financing
transactions.  As a result of minimal revenues, we recorded a net loss
per share for both 2007 and 2006.  We anticipate that we will continue to
record net losses and that expenses will exceed revenue for the next twelve
months as we shift from oil and gas exploration to seeking acquisition of
business opportunities.  Commitments and Contingencies  On August 31, 2005, we executed a settlement agreement
with Pure Energy Visions Corporation (PEVC) to resolve outstanding issues
related to the spin-off of PEVC.  Under the terms of the settlement
agreement PEVC agreed to assume debt and contingent liabilities that were
associated with the historical battery and fuel cell business. PEVC agreed to
assume approximately $450,000 of debt owed to third parties, and agreed to be
responsible for unresolved litigation that existed at December 31, 2004.
 Approximately $357,000 of this debt has since been satisfied by the
issuance of PEVC common shares.  However, management cannot guarantee that
PEVC will be able to satisfy the $93,000 balance of the obligations and we may
remain liable for them.  On May 9, 2007, we issued 25,000 shares of common
stock to PEVC under the terms of the settlement agreement.  Off-balance Sheet Arrangements ****** None.   ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK **** Not applicable.


12


ITEM 4.  CONTROLS AND
PROCEDURES  We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our filings
under the Exchange Act is recorded, processed, summarized and reported within
the periods specified in the rules and forms of the SEC.  This information
is accumulated and communicated to our executive officers to allow timely
decisions regarding required disclosure.  Our Chief Executive and Financial
Officer evaluated the effectiveness of our disclosure controls and procedures as
of the end of the period covered by this report.  Based on that evaluation,
he concluded that our disclosure controls and procedures were ineffective.
 We have been unable to gather the information and data needed for our
reports in a timely manner and have filed this report late.  To address
this problem management will establish deadlines for gathering of information
for our future reports.  Also, our Chief Executive and Financial Officer
determined that there were no changes made in our internal controls over
financial reporting during the first fiscal quarter of 2008 that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting.  PART II  OTHER INFORMATION  ITEM 6.  EXHIBITS  Part I Exhibits No. Description 31.1 Principal Executive Officer
Certification 31.2 Chief Financial Officer
Certification 32.1 Section 1350 Certification  Part II Exhibits No. Description 3.1 Certificate of Incorporation of Lions
Petroleum, as revised (Incorporated by reference to exhibit 3.1 of Form 10-KSB
filed January 17, 2007) 3.2 Bylaws of Lions Petroleum, formerly
Energy Ventures Inc. (Incorporated by reference to exhibit 2.1 of Form 10-SB
filed November, 4, 2000, as amended) 4.1 Lions Petroleum Inc. 2005 Stock
Incentive Plan for Employees and Consultants (Incorporated by reference to
exhibit 4.1 to Form S-8, File No. 333-124486, filed April 29, 2005) 10.1 Form of Management Services Agreement
(Incorporated by reference to exhibit 10.2 of Form 10-KSB filed January 13,
2006) 10.2 Settlement Agreement between Lions
Petroleum and Pure Energy Visions Corporation, dated August 31, 2005
(Incorporated by reference to exhibit 10.4 of Form 10-KSB filed January 13,
2006) 10.3 Form of Saskatchewan Petroleum and
Natural Gas Lease and Transfer Agreement, dated June 13, 2006 (Incorporated by
reference to exhibit 10.5 to Form 10-QSB, filed August 15, 2006)  SIGNATURES  Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.  Date: February 19,
2008
/s/ Gordon L. Wiltse
Gordon L. Wiltse
Chief Executive and Financial Officer,
President, Secretary
and Director


13