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

                           FORM 10-QSB
                         Amendment No. 1

(Mark One)

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the quarterly period ended June 30, 2005

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                Commission file number 000-30285


                       LIONS PETROLEUM INC.
 ________________________________________________________________
(Exact name of small business issuer as specified in its charter)


       Delaware                                        N/A
_________________________________        ________________________________
(State or other jurisdiction of          (IRS Employer Identification No.)
incorporation or organization)


   600 17th Street, Suite 2800 South, Denver, CO, 80202, U.S.A.
 ________________________________________________________________
             (Address of Principal Executive Offices)

                         (720) 359-1604
                   ____________________________
                   (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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  [ ]

As of August 17, 2005, Lions Petroleum Inc. had 445,682 shares of common stock
issued and outstanding.

Transitional Small Business Disclosure Format:  Yes [ ]  No [X]



THIS REPORT HAS BEEN AMENDED TO INCLUDE EXHIBIT 10.1 AND RELATED DISCLOSURES.


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                        TABLE OF CONTENTS

                  PART I: FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis or Plan of Operation............2

                    PART II: OTHER INFORMATION

Item 5. Other Information....................................................3

Item 6. Exhibits.............................................................3

Signatures...................................................................4

                 _______________________________

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.

                  PART I: FINANCIAL INFORMATION

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

For the nine-month period ended June 30, 2005, we have had limited operations.
During the next twelve months, management intends to devote substantially all
of its efforts to establishing a new business in the field of oil and gas,
through activities such as financial planning, raising capital and resource
development.  We have not recorded  revenue and will require additional funds.
We likely will rely on equity financing for our operations.  However,
additional funds may not be available to us on terms acceptable to us.

We are considered an exploration stage company and we plan to identify,
acquire and develop working interest percentages in underdeveloped oil and gas
projects in Canada and the Western United States that do not meet the
requirements of larger producers and developers.  We executed an arm's-length
purchase and sale agreement, dated August 12, 2005, with Duna Resources Ltd.
to acquire a hydrocarbon interest in 2,560 hectares of undeveloped land
located in the Wolverine shallow gas area of North Western Alberta, Canada.
Pursuant to the agreement we acquired existing leases which expire on January
24, 2006, and January 24, 2007.  We agreed to pay Cdn $10,000 (US$8,160),
10,000 shares of common stock and a 3% royalty interest in future production
from the property.  We may encounter substantial delays and expenses related
to the development of these properties.  We anticipate that we may need to
expand our management and administrative capabilities in order to manage these
new properties.

                                2


<PAGE>

We currently do not have revenues or funding to acquire additional oil and gas
properties and we anticipate that we will require approximately $1.5 million
to make such purchases.  We anticipate that we will raise funds within the
next twelve months for acquisitions and operations through private placements
of our common stock pursuant to 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.

                    PART II: OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

Purchase and Sale Agreement

We executed a Purchase and Sale Agreement with Duna Resources Ltd., dated
August 12, 2005, to acquire five (5) parcels of land and all hydrocarbon
substances within, on or under these properties.  We and our affiliates did
not have a material relationship with Duna Resources Ltd. prior to the
negotiation of the agreement.  We agreed to pay to Duna Resources Ltd. Cdn
$10,000 (US $8,160), 10,000 shares of our common stock and a 3% royalty
interest in future crude oil and other petroleum substances produced from the
properties.  The agreement provided for a closing date of August 19, 2005 for
the purchase and sale of the properties.

Each party to the agreement made customary representations and warranties
related to their corporate existence and the authority to enter into the
agreement.  Duna Resources Ltd. agreed to maintain the properties and
operations, if any, until the closing date.  The agreement provided that the
effective time for adjustments in respect to the conveyance and assignment of
the properties was May 31, 2005.  Duna Resources Ltd. agreed to indemnify
Lions Petroleum against any liability, loss or damages arising out of or
related to the properties as of May 31, 2005.  Neither party may assign their
interest in the agreement without consent from the other party.  In addition,
the agreement may be terminated by either party prior to completion of the
purchase and sale of the properties.

ITEM 6. EXHIBITS

Part I Exhibits

31.1   Principal Executive Officer Certification
31.2   Chief Financial Officer Certification
32.1   Section 1350 Certification

Part II Exhibits

 3.1   Articles of Incorporation of O.P.D. Acquisitions, Inc. (Incorporated by
       reference to exhibit 2.1 of Form 10-SB filed November, 4, 2000, as
       amended)
 3.2   O.P.D. Acquisitions, Inc. Amendment to Articles of Incorporation
       (Incorporated by reference to exhibit 2.1 of Form 10-SB filed November
       4, 2000, as amended)
 3.3   Energy Visions Inc. Amendment to Articles of Incorporation, dated
       October 21, 2004 (Incorporated by reference to exhibit 3.3 for Form
       10-KSB, filed March 17, 2005)
 3.4   Bylaws of 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   Agreement between Lions Petroleum and Duna Resources Ltd., dated August
       12, 2005



                                3

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                            SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                LIONS PETROLEUM INC.




                                    /S/ Dale M. Paulson
Date: September 1, 2005         By: ____________________________________
                                    Dale M. Paulson
                                    President and Director
                                    Principal Executive Officer




                                    /s/ Gordon L. Wiltse
Date: September 1, 2005         By: ____________________________________
                                    Gordon L. Wiltse
                                    Chief Financial Officer, Secretary
                                    and Director