**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**





**Washington,
      D.C. 20549**





**FORM
          10-QSB/A**
 **Amendment
          No. 1**




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





For
      the
      quarterly period ended February 28, 2007





o  TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For
      the
      transition period from _________________to_________________





Commission
      file number 000-52309




**Gulf
                          Western Petroleum Corporation**(Exact
                          name of small business issuer as specified in its
                          charter)





**Nevada**
                      
                      **98-0489324**(State
                          or other jurisdiction of incorporation or organization)
                      
                      (I.R.S.
                          Employer Identification
                          No.)





**4801
      Woodway Drive, Suite 306W**


**Houston,
      Texas 77056**


(Address
      of principal executive offices)




**(713)
                          355-7001**(Issuer's
                          telephone
                          number)









(Former
      name, former address and former fiscal year, if changed since last
      report)





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 o













**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 o No o





**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





Registrant
      is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o ;   No x





The
        number of shares outstanding of the issuer’s common equity as of April 20, 2007,
        was 49,352,162
        shares of common stock, par value par value $0.001.





Transitional
      Small Business Disclosure Format (Check one):
     Yes o No x





**PART
      I - Financial Information**





**Item
                1.**
            **Financial
                Statements**





Our
      financial statements are stated in United States D ollars
      (US$) and are prepared in accordance with United States Generally Accepted
      Accounting Principles.








Explanatory
            Note
  Gulf
            Western Petroleum Corporation (“the Company”, “we” or “our”) is filing this
            Amendment No. 1 (the “Amendment”) to our Quarterly Report on Form 10-QSB for the
            quarter ended February 28, 2007 filed with the U.S. Securities and Exchange
            Commission (“SEC”) on April 25, 2007.  Shortly after filing our
            10-QSB, we identified that clerical edits to the Consolidated Balance
            Sheets,
            the Consolidated Statement of Operations, and Consolidated Statements
            of
            Stockholders’ Equity (Deficit) were not made in the referenced statements prior
            to our actual filing with the SEC.
  Clerical
            edits associated with brackets and certain sub-totals and totals presented
            in
            the referenced financial statements as filed were omitted from the
            statements.  No changes to individual account balances or to any text
            or analyses in the filed 10-QSB was necessary, and no modifications or
            updates
            to disclosures as set forth in the filed 10-QSB were considered necessary
            or
            material.  We have supplemented the Sections 302 and 906 certificates
            presented in Exhibits 31 and 32 of this Amendment.








**GULF
      WESTERN PETROLEUM CORPORATION**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      BALANCE SHEETS**


**At
      February 28, 2007 and August 31, 2006**


**(Unaudited)**





**ASSETS**
                        
                        **February
                            28,**
                          **2007**
                        
                        **August
                            31,**
                          **2006**Current
                            assetsCash
                        
                        $
                        131,636
                        
                        $
                        312,581Noncureent
                          AssetsOffice
                            equipment, net
                        
                        
                        16,173
                        
                        
                        6,022Oil
                            and gas properties, full cost methodProperties
                            not subject to amortization
                        
                        
                        6,090,428
                        
                        
                        910,003Total
                            assets
                        
                        $
                        6,238,237
                        
                        $
                        1,228,606**LIABILITIES
                            AND STOCKHOLDERS’ EQUITY (DEFICIT)**Current
                            liabilitiesAccounts
                            payable
                        
                        $
                        600,260
                        
                        $
                        712,312Accounts
                            payable - related parties
                        
                        
                        45,449
                        
                        
                        3,296Advances
                            from stockholder
                        
                        
                        241,903
                        
                        
                        242,745Stock
                            payable
                        
                        
                        825,000
                        
                        
                        -Due
                            to parent
                        
                        
                        -
                        
                        
                        460,231Accrued
                            interest
                        
                        
                        19,836
                        
                        
                        4,765Notes
                            payable
                        
                        
                        80,000
                        
                        
                        312,500Total
                            current liabilities
                        
                        
                        1,812,448
                        
                        
                        1,735,849Convertible
                            note - related party
                        
                        
                        2,000,000
                        
                        
                        -Convertible
                            debentures
                        
                        
                        -
                        
                        
                        76,883Asset
                            retirement obligation
                        
                        
                        39,700
                        
                        
                        -Total
                            liabilities
                        
                        
                        3,852,148
                        
                        
                        1,812,732STOCKHOLDERS’
                            EQUITY (DEFICIT)Common
                            shares, $.001 par value, 1.2 billion shares authorized,
                            49,352,162 and
                            25,000,000 shares issued and outstanding, respectively
                        
                        
                        49,352
                        
                        
                        25,000Additional
                            paid-in capital
                        
                        
                        4,216,422
                        
                        
                        (24,000
                        )Deficit
                            accumulated during the development stage
                        
                        
                        (1,879,685
                        )
                        
                        (585,126
                        )Total
                            stockholders’ equity (deficit)
                        
                        
                        2,386,089
                        
                        
                        (584,126
                        )Total
                            liabilities and stockholders’ equity (deficit)
                        
                        $
                        6,238,237
                        
                        $
                        1,228,606











**GULF
      WESTERN PETROLEUM CORPORATION**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**For
      the Three and Six Months Ended February 28, 2007 and 2006 and**


**the
      Period from Inception (January 20, 2005) through February 28,
      2007**


**(Unaudited)**





Three
                            Months Ended February 28,2007
                        
                        Three
                            Months Ended February 28,2006
                        
                        Six
                            Months Ended February 28,2007
                        
                        Six
                            Months Ended February 28,2006
                        
                        Inception
                            Through February 28,2007Revenue
                        
                        
                        -
                        
                        
                        -
                        
                        
                        -
                        
                        
                        -
                        
                        
                        -Operating
                            expensesOperating,
                            general & administrative
                        
                        
                        472,522
                        
                        
                        13,937
                        
                        
                        592,367
                        
                        
                        33,083
                        
                        
                        653,473Depreciation
                        
                        
                        1,494
                        
                        
                        -
                        
                        
                        2,169
                        
                        
                        -
                        
                        
                        3,519Total
                            operating expenses
                        
                        
                        474,016
                        
                        
                        13,937
                        
                        
                        594,536
                        
                        
                        33,083
                        
                        
                        656,992Operating
                            loss
                        
                        
                        (474,016
                        )
                        
                        (13,937
                        )
                        
                        (594,536
                        )
                        
                        (33,083
                        )
                        
                        (656,992
                        )Other
                            expensesFinancing
                            costs
                        
                        
                        -
                        
                        
                        45,414
                        
                        
                        516,005
                        
                        
                        187,691
                        
                        
                        507,113Interest
                            expense
                        
                        
                        494,344
                        
                        
                        -
                        
                        
                        -
                        
                        
                        -
                        
                        
                        520,770Merger
                            acquisition cost
                        
                        
                        198,326
                        
                        
                        -
                        
                        
                        198,326
                        
                        
                        -
                        
                        
                        198,326Foreign
                            currency exchange loss (gain)
                        
                        
                        (4,314
                        )
                        
                        -
                        
                        
                        (14,308
                        )
                        
                        -
                        
                        
                        (3,516
                        )Total
                            other expense
                        
                        
                        688,356
                        
                        
                        45,414
                        
                        
                        700,023
                        
                        
                        187,691
                        
                        
                        1,222,693Net
                            loss
                        
                        
                        (1,162,372
                        )
                        
                        (59,351
                        )
                        
                        (1,294,559
                        )
                        
                        (220,774
                        )
                        
                        (1,879,685
                        )Net
                            loss per share:Basic
                            and diluted
                        
                        
                        (0.03
                        )
                        
                        (0.00
                        )
                        
                        (0.04
                        )
                        
                        (0.01
                        )Weighted
                            average shares outstanding:Basis
                            and diluted
                        
                        
                        40,046,185
                        
                        
                        25,000,000
                        
                        
                        33,724,622
                        
                        
                        25,000,000




See
      notes
      to consolidated financial statements.










**GULF
      WESTERN PETROLEUM CORPORATION**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)**


**For
      the Period from Inception (January 20, 2005)**


**Through
      February 28, 2007**


**(Unaudited)**





**Common
                              Shares**
                          
                          **Par
                              Value**
                          
                          **Additional
                              Paid In Capital**
                          
                          **Accumulated
                              Deficit**
                          
                          **Total**Issuance
                              of common shares at inception
                          
                          
                          25,000,000
                          
                          $
                          25,000
                          
                          $
                          (24,000
                          )
                          $
                          -
                          
                          $
                          1,000Net
                              loss, inception through August 31, 2005
                          
                          
                          **-**
                          
                          
                          **--**
                          
                          
                          **-**
                          
                          
                          (228,744
                          )
                          
                          (228,744
                          )Balance,
                              August 31, 2005
                          
                          
                          25,000,000
                          
                          $
                          25,000
                          
                          $
                          (24,000
                          )
                          $
                          (228,744
                          )
                          $
                          (227,744
                          )Net
                              loss
                          
                          
                          **-**
                          
                          
                          **-**
                          
                          
                          **-**
                          
                          
                          (356,382
                          )
                          
                          (356,382
                          )Balance,
                              August 31, 2006
                          
                          
                          25,000,000
                          
                          $
                          25,000
                          
                          $
                          (24,000
                          )
                          $
                          (585,126
                          )
                          $
                          (584,126
                          )Issuance
                              of common shares for oil and gas properties (October
                              16,
                              2006)
                          
                          
                          5,000,000
                          
                          
                          5,000
                          
                          
                          455,496
                          
                          
                          -
                          
                          
                          460,496Net
                              loss
                          
                          
                          **-**
                          
                          
                          **-**
                          
                          
                          **-**
                          
                          
                          (132,187
                          )
                          
                          (132,187
                          )Balance,
                              November 30, 2006
                          
                          
                          30,000,000
                          
                          $
                          30,000
                          
                          $
                          431,496
                          
                          $
                          (717,313
                          )
                          $
                          (255,817
                          )Common
                              shares issued for reverse merger (January 3, 2007)
                          
                          
                          12,000,000
                          
                          
                          12,000
                          
                          
                          -
                          
                          
                          -
                          
                          
                          12,000Issuance
                              of common shares for debenture conversion (January
                              3,
                              2007)
                          
                          
                          108,109
                          
                          
                          108
                          
                          
                          78,369
                          
                          
                          -
                          
                          
                          78,477Beneficial
                              conversion feature of debentures (January 3, 2007)
                          
                          
                          -
                          
                          
                          -
                          
                          
                          75,390
                          
                          
                          -
                          
                          
                          75,390Issuance
                              of common shares for cash in private placement(January
                              25,
                              2007)
                          
                          
                          3,205,000
                          
                          
                          3,205
                          
                          
                          3,201,795
                          
                          
                          -
                          
                          
                          3,205,000Issuance
                              of common shares for oil and gas properties (January
                              30,
                              2007)
                          
                          
                          4,039,053
                          
                          
                          4,039
                          
                          
                          429,372
                          
                          
                          -
                          
                          
                          433,411Net
                              loss
                          
                          
                          **-**
                          
                          
                          **-**
                          
                          
                          **-**
                          
                          
                          (1,162,372
                          )
                          
                          (1,162,372
                          )Balance,
                              February 28, 2007
                          
                          
                          49,352,162
                          
                          $
                          49,352
                          
                          $
                          4,216,422
                          
                          $
                          (1,879,685
                          )
                          $
                          2,386,089





See
      notes
      to consolidated financial statements **.**










**GULF
        WESTERN PETROLEUM CORPORATION**
 **(A** **DEVELOPMENT STAGE COMPANY)**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **For
        the Six Months Ended February 28, 2007 and 2006 and**
 **the
        Period from Inception (January 20, 2005) through February 28,
        2007**
 **(Unaudited)**
 **Six
                              Months**
                            **Ended**
                            **February
                              28, 2007**
                          
                          **Six
                              Months**
                            **Ended**
                            **February
                              28, 2006**
                          
                          **Inception**
                            **Through**
                            **February
                              28, 2007**CASH
                              FLOWS FROM OPERATING ACTIVITIESNet
                              loss
                          
                          $
                          (1,294,559
                          )
                          $
                          (220,774
                          )
                          $
                          (1,879,685
                          )Adjustments
                              to reconcile net loss to cash (used) provided by operating
                              activities:Depreciation
                          
                          
                          2,169
                          
                          
                          -
                          
                          
                          3,519Foreign
                              currency exchange loss (gain)
                          
                          
                          (14,308
                          )
                          
                          -
                          
                          
                          (3,516
                          )Amortization
                              convertible debentures debt discount
                          
                          
                          75,390
                          
                          
                          -
                          
                          
                          75,390Bonus
                              shares on notes payable
                          
                          
                          400,000
                          
                          
                          -
                          
                          
                          400,000Georgia
                              merger acquisition cost
                          
                          
                          198,326
                          
                          
                          -
                          
                          
                          198,326Net
                              change in operating assets and liabilities:Accounts
                              payable
                          
                          
                          (165,899
                          )
                          
                          275,358
                          
                          
                          540,457Accounts
                              payable - related parties
                          
                          
                          42,153
                          
                          
                          -
                          
                          
                          45,449Accrued
                              interest
                          
                          
                          15,071
                          
                          
                          -
                          
                          
                          19,836CASH
                              FLOWS (USED) PROVIDED BY OPERATING ACTIVITIES
                          
                          $
                          (741,657
                          )
                          $
                          54,584
                          
                          $
                          (600,224
                          )CASH
                              FLOWS FROM INVESTING ACTIVITIESInvestment
                              in oil and gas properties
                          
                          
                          (4,707,050
                          )
                          
                          (54,584
                          )
                          
                          (5,155,822
                          )Net
                              cash received in acquisition of Georgia
                          
                          
                          3,088,423
                          
                          
                          -
                          
                          
                          3,088,423Purchase
                              of property and equipment
                          
                          
                          (12,320
                          )
                          
                          -
                          
                          
                          (19,692
                          )CASH
                              FLOWS USED IN INVESTING ACTIVITIES
                          
                          $
                          (1,630,947
                          )
                          $
                          (54,584
                          )
                          $
                          (2,087,091
                          )CASH
                              FLOWS FROM FINANCING ACTIVITIESConvertible
                              note for acquisition of oil and gas properties
                          
                          
                          2,000,000
                          
                          
                          -
                          
                          
                          2,000,000Stock
                              subscription advances
                          
                          
                          425,000
                          
                          
                          -
                          
                          
                          425,000Proceeds
                              from notes
                          
                          
                          353,030
                          
                          
                          -
                          
                          
                          665,530Repayment
                              of notes
                          
                          
                          (585,530
                          )
                          
                          -
                          
                          
                          (585,530
                          )Advances
                              from (repayments to) stockholder
                          
                          
                          (841
                          )
                          
                          --
                          
                          
                          241,903Proceeds
                              from convertible debentures
                          
                          
                          -
                          
                          
                          -
                          
                          
                          72,047CASH
                              FLOWS PROVIDED BY FINANCING ACTIVITIES
                          
                          $
                          2,191,659
                          
                          
                          -
                          
                          $
                          2,818,950NET
                              INCREASE (DECREASE) IN CASH
                          
                          $
                          (180,945
                          )
                          
                          -
                          
                          $
                          131,636Cash,
                              beginning of period
                          
                          
                          312,581
                          
                          
                          -
                          
                          
                          -Cash,
                              end of period
                          
                          $
                          131,636
                          
                          
                          -
                          
                          $
                          131,636Cash
                              paid for:Interest
                          
                          $
                          100,934
                          
                          $
                          -
                          
                          $
                          100,934Income
                              taxes
                          
                          $
                          -
                          
                          $
                          -
                          
                          $
                          -Supplemental
                              Non-cash Disclosures:Issuance
                              of founders shares
                          
                          
                          -
                          
                          
                          -
                          
                          $
                          1,000Rescission
                              of assignment of oil and gas properties from parent
                          
                          $
                          (460,496
                          )
                          
                          -
                          
                          
                          -Common
                              stock issued to acquire oil and gas properties (Texas)
                          
                          $
                          893,906
                          
                          
                          -
                          
                          $
                          893,906Issuance
                              of common shares on convertible debenture
                          
                          $
                          78,477
                          
                          
                          -
                          
                          $
                          78,477Asset
                              retirement obligation incurred
                          
                          $
                          39,700
                          
                          
                          -
                          
                          $
                          39,700
  See
        notes
        to consolidated financial statements











**GULF
      WESTERN PETROLEUM CORPORATION**





**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**(Unaudited)**








NOTE
      1 -
      BASIS OF PRESENTATION




The
      accompanying unaudited interim financial statements of Gulf Western Petroleum
      Corporation (the “Company”, “Registrant” or “Gulf Western”) 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 the Company’s Form 8-K filed with the SEC on January 10,
      2007 pursuant to the merger between Georgia Exploration, Inc. (“Georgia”) and
      Wharton Resources Corp. (“Wharton”). The merger between Georgia and Wharton was
      effective January 3, 2007. For reporting purposes, the merger between Georgia
      and Wharton was treated as a reverse merger with Wharton being the “accounting
      acquirer”; and accordingly it assumed the Registrant’s reporting obligations
      with the SEC. In accordance with SEC requirements the historical financial
      statements and related disclosures presented herein for the period prior to
      the
      date of merger on January 3, 2007 are those of Wharton since its inception
      on
      January 20, 2005 as Wharton was the “accounting acquirer” in the reverse merger.





On
      March
      8, 2007 the name of Georgia Exploration, Inc. was changed to Gulf Western
      Petroleum Corporation, and the stock symbol was changed to OTCBB: GWPC. 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 the most recent fiscal year
      2006 as reported in its Form 8-K, filed with the SEC on January 10, 2007 have
      been omitted.




In
      this
      quarterly report, unless otherwise specified, all dollar amounts are expressed
      in United States dollars.




NOTE
      2 -
      ORGANIZATION AND BUSINESS OPERATIONS




On
      December 28, 2006, pursuant to an Agreement and Plan of Merger dated November
      21, 2006 (the “Agreement”), a subsidiary of Georgia merged with Wharton (the
“Merger Transaction”). Wharton was incorporated under the laws of the State of
      Delaware on January 20, 2005. Wharton held oil and gas lease acreage in Texas,
      Kansas and Kentucky which were included in the Merger Transaction. With the
      Merger Transaction, the Company’s core activities principally became the
      exploration and development of domestic oil and gas reserves in the United
      States. The Merger Transaction was consummated on January 3, 2007. On March
      8,
      2007 Georgia effected a name change to Gulf Western Petroleum Corporation.




In
      connection with the Merger Transaction each outstanding share of Wharton held
      by
      its stockholders was converted into 25,000 common shares in Gulf Western with
      an
      aggregate issuance of 30,000,000 common shares of the Company to the former
      Wharton stockholders. Further 15,645,000 shares of Company common stock were
      cancelled concurrent with the closing of the Merger Transaction. Immediately
      following the closing of the Merger Transaction, the Company had 42,000,000
      shares of common stock issued and outstanding. The Merger Transaction resulted
      in a change of control of the Company with Wharton’s former stockholders holding
      in the aggregate approximately 71.4% of the Company’s outstanding common stock.
      The common shares issued to the former Wharton stockholders were issued pursuant
      to the exemption from registration under the Securities Act of 1933, as amended,
      available under Rule 506 of Regulation D promulgated under the Securities Act,
      with all stockholders being “accredited investors,” as such term is defined in
      Rule 501 (a) of Regulation D. For U.S. federal income tax purposes, the merger
      was affected as a qualified reorganization under the provisions of Section
      368(a) of the United States Internal Revenue Code of 1986, as amended.




NOTE
      3 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





*Stock
      Based Compensation*





Financial
      Accounting Standards Board (“FASB”) issued SFAS No. 123(R), “Share-Based
      Payment.” SFAS No. 123(R) establishes standards for the accounting for
      transactions in which an entity exchanges its equity instruments for goods
      or
      services. SFAS No. 123(R) focuses primarily on accounting for transactions
      in
      which an entity obtains employee services in share-based payment transactions.
      SFAS No. 123(R) requires that the fair value of such equity instruments be
      recognized as expense in the financial statements as services are performed.











On
      March
      9, 2007 the Company board of directors approved the 2007 Non Qualified Stock
      Option Plan (the “2007 Plan”) for its directors, officers, employees and
      consultants. The Company filed a registration statement Form S-8, dated March
      9,
      2007, under section 6 of the U.S. Securities Act of 1933, as amended to register
      9,000,000 shares of common stock of the Company under the Plan. The Company
      has
      not granted any stock options under the 2007 Plan, and accordingly no
      stock-based compensation has been recorded to date.





*Principles of
      Consolidation*





The
      Company’s consolidated financial statements include the accounts of the
“accounting acquirer” in the Merger Transaction and its direct and indirect 100%
      owned subsidiary and limited partnership interests in Wharton Resources LLC,
      a
      Delaware limited liability company. Wharton and Wharton Resources LLC have
      formed Wharton Resources LP, a Texas limited partnership, to conduct the
      development of its natural gas and oil properties. Wharton Resources LLC owns
      a
      1% general partner interest in Wharton Resources LP and Wharton owns the
      remaining 99% of Wharton Resources LP.





*Oil
      and Gas Properties*





The
      Company follows the full cost method of accounting for its oil and natural
      gas
      properties, whereby all costs incurred in connection with the acquisition,
      exploration for and development of petroleum and natural gas reserves are
      capitalized. Depletion and depreciation of gross proved oil and gas properties
      is calculated on the units-of-production method based upon estimates of proved
      reserves.




Properties
      not subject to amortization consist of exploration and development costs which
      are evaluated on a property−by−property basis. Amortization of these unproved
      property costs begins when the properties become proved or their values become
      impaired. The Company assesses the realizability of unproved properties on
      at
      least an annual basis or when there has been an indication that an impairment
      in
      value may have occurred. Impairment of unproved properties is assessed based
      on
      management's intention with regard to future exploration and development of
      individually significant properties and the ability of the Company to obtain
      funds to finance such exploration and development. If the results of an
      assessment indicate that the properties are impaired, the amount of the
      impairment is added to the capitalized costs to be amortized. There was no
      impairment of unproved properties during the six months ended February 28,
      2007
      and 2006.


The
        fair
        value of an asset retirement obligation is recognized in the period in which
        it
        is incurred if a reasonable estimate of fair value can be made. The present
        value of the estimated asset retirement costs is capitalized as part of the
        carrying amount of the long−lived asset. For the Company, asset retirement
        obligations relate to the abandonment of oil and gas producing facilities.
        The
        amounts recognized are based upon numerous estimates and assumptions, including
        future retirement costs, future recoverable quantities of oil and gas, future
        inflation rates and the credit−adjusted risk−free interest
        rate.




In
      applying the full cost method, the Company performs an impairment test (ceiling
      test) at each reporting date, whereby the carrying value of property and
      equipment is compared to the “estimated present value,” of its proved reserves
      discounted at a 10-percent interest rate of future net revenues, based on
      current economic and operating conditions, plus the cost of properties not
      being
      amortized, plus the lower of cost or fair market value of unproved properties
      included in costs being amortized, less the income tax effects related to book
      and tax basis differences of the properties. As of February 28, 2007, no
      impairment of oil and gas properties was required.  The Company holds oil
      and gas lease acreage in Texas, Kansas and Kentucky. The Texas lease acreage
      contains reserves classified as proved undeveloped, probable and possible
      reserves. The Company will begin amortization of these costs once the
      lease acreage is drilled and production commences.





*Mineral
      Property Costs*





The
      Company holds interests in 14 non-oil and gas mineral claims in British
      Columbia, Canada, known as the Chub Claims and has completed an initial
      evaluation of the Claims. Mineral property exploration costs have historically
      been expensed as incurred. Should an evaluation determine that a Claim(s) may
      be
      economically developed; the costs subsequently incurred to develop the mineral
      property would be capitalized and amortized on a unit-of-production basis over
      the estimated life of the mineral reserves being developed. Since the Company’s
      inception, it has expensed approximately $12,500 in mineral property costs,
      and
      no mineral claim property capitalized costs are carried in the Company’s balance
      sheet.





*Foreign
      Currency Translation*





The
      Company’s functional currency was originally the Canadian dollar. In connection
      with the Merger Transaction, the Company’s functional currency was converted to
      U.S. dollars as its principal activities are based in the United States. Balance
      sheet items are translated into U.S. dollars at exchange rates prevailing at
      the
      balance sheet date for monetary items and at exchange rates in effect at the
      transaction date for non-monetary items. Operating statement items are
      translated at average rates prevailing during the period. Gains and losses
      on
      translation of current monetary assets and liabilities are included in income.






NOTE
      4 -
      GOING CONCERN





The
      Company is in its development stage and, accordingly, has limited operations
      and
      no revenues. The Company has raised limited financing and has incurred operating
      losses since its inception in January 2005. These factors raise substantial
      doubt about the Company’s ability to continue as a going concern, and its
      ability to achieve and maintain profitability and positive cash flow is
      dependent on its ability to secure sufficient financing to fund the acquisition,
      drilling and development of profitable oil and gas properties. The Company
      is
      seeking financing that it believes would allow it to establish and sustain
      commercial production. There are no assurances that the Company will be able
      to
      obtain additional financing from investors or private lenders and, if available,
      such financing may not be on commercial terms acceptable to the Company or
      its
      stockholders. The financial statements do not include any adjustments that
      might
      result from the outcome of this uncertainty.











NOTE
      5 -
      RELATED PARTY TRANSACTIONS





During
      the Company’s formation and development to date, it has had oil and gas
      transactions with the current directors, executive officers and shareholders
      with interests in excess of 10.0%. These transactions are as follows:





*Oakcrest
      Prospect, Wharton County, Texas*





On
      October 16, 2006, Wharton acquired from CodeAmerica Investments LLC
      (“CodeAmerica”), a company controlled by W. Milton Cox, its oil and gas lease
      interests held in Wharton County, Texas in exchange for 5,000,000 shares
      of the Company's common stock. W. Milton Cox was previously Wharton’s
      Chairman and Chief Executive Officer and a director of Wharton and is now the
      Chairman, Chief Executive Officer and a director of the Company. Pursuant to
      SEC
      requirements for entities under common control, the acquisition of the Oakcrest
      oil and gas lease acreage from CodeAmerica recorded at CodeAmerica’s cost basis
      of approximately $460,500.





*Mound
      Branch Prospect, Elk County, Kansas*





In
      conjunction with the Mound Branch Development Agreement between Orbit Energy,
      LLC and the Company dated September 1, 2006, on January 30, 2007 the Company
      entered into a purchase and sale agreement with Orbit to purchase all of its
      working and associated net revenue interests in approximately 8,800 gross acres,
      existing drilled wells, and associated equipment in the Mound Branch Project.





The
      purchase price of Orbit’s interest in the Mound Branch Project was $6.8 million,
      and was comprised of the following consideration: a) $760,947 previously
      advanced to Orbit by the Company for use in its testing of the existing drilled
      wells; b) a thirty-six month $2.0 million 10% convertible note (the “Orbit
      Note”); and c) 4,039,053 common shares (the “Escrow Shares”) of Gulf Western.
      The purchase and sale agreement provided for the Escrow Shares to be placed
      in
      escrow for twelve months to be released upon Orbit delivery to the escrow agent
      of an independent report assessing the fair value of the purchased assets at
      no
      less than the purchase price of $6.8 million. Should the evaluation be less
      than
      the purchase price then the number of shares to be released from escrow will
      be
      ratably reduced for the lower valuation. Shares remaining in escrow at the
      end
      of the twelve month period will be cancelled and returned to the Company’s
      treasury. Orbit is owned by CodeAmerica Investment, LLC for which Milton Cox,
      our Chairman and Chief Executive Officer is the Managing Member, and
      Paragon Capital, LLC for which Bassam Nastat, a Director and our President,
      serves as Manager.





In
      accordance with SEC requirements and for financial reporting purposes, the
      acquisition of the Mound Branch Project oil and gas lease interests from Orbit
      was treated as a transaction between entities under common control and recorded
      at the seller’s net cost basis of approximately $2.4 million on the Company’s
      books. Immediately prior to the acquisition, Messrs. Cox and Nastat held 22.5
      million common shares of the Company or 49.6% of the outstanding common shares
      immediately preceding the purchase, and upon issuance of the 4,039,052 common
      shares, they hold 53.7% of the outstanding common shares of the Company.




*Baxter
      Bledsoe Prospect, Clay County, Kentucky*





On
      February 1, 2006, the Company entered into an agreement to acquire the Baxter
      Bledsoe Prospect oil and gas lease acreage from CodeAmerica. The prospect has
      approximately 2,200 acres located in Clay County, Kentucky. The Company made
      an
      initial payment to CodeAmerica of $15,000, and on December 21, 2006, the Company
      paid the remaining outstanding balance of $315,000. CodeAmerica has delivered
      to
      the Company an executed and recordable assignment of its Baxter Bledsoe oil
      and
      gas lease acreage.











In
      accordance with SEC requirements and for financial reporting purposes, the
      acquisition of the Baxter Bledsoe Prospect oil and gas lease interests from
      CodeAmerica was treated as a transaction between entities under common control
      and recorded at the seller’s cost basis of approximately $330,000 on the
      Company’s books.





*Bell
      Prospect, Bell County, Kentucky*





On
      October 1, 2006, the Company entered into an agreement with CodeAmerica to
      acquire its oil and gas lease interests located in Bell County, Kentucky. The
      Bell Prospect is comprised of approximately 3,400 acres. The purchase price
      was
      $255,000 plus reimbursement for $59,475 for land, legal and title services
      expended by CodeAmerica on the prospect. On October 28, 2006, the Company paid
      CodeAmerica $144,475 to pay one-third of the purchase price plus to reimburse
      CodeAmerica for the referenced services. On the same date, CodeAmerica executed
      and delivered to the Company an assignment of the 3,400 lease acres under the
      oil and gas leases held by CodeAmerica in Bell County, Kentucky. On December
      6,
      2006, the Company paid CodeAmerica $170,000 for the remaining balance due
      CodeAmerica under the Bell Prospect purchase and sale agreement.





In
      accordance with SEC requirements and for financial reporting purposes, the
      acquisition of the Bell Prospect oil and gas lease interests from CodeAmerica
      was treated as a transaction between entities under common control and recorded
      at the seller’s cost basis of approximately $255,000 on the Company’s books.








NOTE
      6 -
      NOTES PAYABLE AND CONVERTIBLE UNSECURED DEBENTURES





*Notes
      Payable*





Wharton
      entered into three short term loan agreements dated August 21, 2006 that
      provided for total borrowings of $500,000 for general working capital purposes.
      The loans had a 90-day maturity; bore interest at 10% per annum with principal
      and interest due upon maturity; and were secured by all existing and after
      acquired assets of Wharton. The loans may be extended at Wharton’s option for an
      additional 90 days under the same terms and conditions. Pursuant to the loan
      agreements, the loans provide for a total of 150,000 shares of common stock
      “Bonus Shares” to be issued to the lenders in the event that Wharton completed a
      public transaction. Wharton elected to extend the loans for an additional 90
      days until February 2007, and in total 300,000 Bonus Shares are due to lenders
      under the loan agreements. At August 31, 2006, proceeds under the loans
      totalling $312,500 had been funded to Wharton, and at February 28, 2007, the
      remaining outstanding principal balance on the loans totaled $80,000. During
      the
      Company’s second fiscal quarter ending February 28, 2007, the triggering event
      occurred to issue the Bonus Shares in connection with the merger. Accordingly
      the Company recorded $300,000 of interest expense for the 300,000 Bonus
      Shares provided for under the loan agreements.





On
      October 17, 2006, Wharton entered into a short term loan agreement for $350,000
      for general working capital purposes. The loan has a 90-day maturity; bore
      interest at 18% per annum with principal and interest due upon maturity; and
      were secured by all existing and after acquired assets of Wharton. The loan
      provided for 100,000 shares of common stock “Bonus Shares” to be issued to the
      lender in the event that Wharton completed a public transaction. The loan
      provides that Wharton would use its best efforts to endeavour to register the
      Bonus Shares issued in connection with the note within a 12-month period from
      the date of issuance. During the Company’s second fiscal quarter ending February
      28, 2007 the triggering event occurred to issue the Bonus Shares in
      connection with the merger. Accordingly, the Company recorded $100,000 of
      interest expense for the 100,000 Bonus Shares provided for under this loan
      agreement.




*Series
      A - Convertible Unsecured Debentures*





The
      company had obligations associated with three unsecured convertible debentures
      issued on March 13, 2006 with total principal borrowing of CAD$ $85,000 (US
      $
      78,477). The debentures had a maturity date of September 13, 2007 bearing
      interest at 10% per annum. In the event that the stock of the
      Company began trading on a public market, the debentures contained an
      automatic conversion provision whereby they would be converted into common
      shares at a conversion rate of 85% of the initial publicly traded share price.
      If not converted by the maturity date, the outstanding principal balance
      together with interest accrued since the debenture issuances would be due and
      payable to the debenture holders.




On
      January 3, 2007, the date of the merger, the automatic conversion provisions
      of
      the debentures resulted in the automatic conversion of the debentures into
      common stock of the Company. On January 3, 2007 the outstanding principal and
      interest due under the debentures was converted into 108,109 common shares
      in
      the Company, and the Company issued 85,000 warrants in total to all debenture
      holders. The warrants have a 12-month term and an exercise price of $1.25 per
      common share.











The
      Company valued the beneficial conversion feature of the convertible debentures
      at $75,390 on January 3, 2007 (the date of merger) and recorded a debt
      discount of $75,390, and a corresponding increase in additional paid-in capital
      on that date. Concurrently with the automatic conversion of the debentures
      into
      common shares of the Company, the debt discount arising from the beneficial
      conversion provision of the debenture was charged to interest expense.





*Orbit
      Energy, LLC Mound Branch Convertible Note*





As
      consideration in the Company’s transaction with Orbit Energy, LLC for its Mound
      Branch lease acreage and existing drilled well bores, the Company issued a
      thirty-six month $2.0 million convertible note bearing interest at 10% per
      annum. Interest is due quarterly in arrears and Orbit may convert the principal
      and interest balance into common shares of the Company after twelve months
      at a
      conversion price of $1.00 per share. After twelve months the Company may repay
      the convertible loan without penalty. The Company evaluated the terms of the
      convertible note in accordance with EITF 98-5 and EITF 00-27 and concluded
      that
      the note contained no beneficial conversion features. Orbit is owned by
      CodeAmerica Investment, LLC for which Milton Cox, our Chairman and Chief
      Executive Officer is the Managing Member, and Paragon Capital, LLC for
      which Bassam Nastat, a Director and our President, serves as Manager.








NOTE
      7 -
      STOCKHOLDERS EQUITY





On
      January 30, 2007 the Company purchased Orbit’s interest in the Mound Branch
      Project for $6.8 million. In connection with the acquisition the Company
      issued to Orbit 4,039,053 common shares (the “Escrow Shares”) of Gulf Western.
      The purchase and sale agreement provided for the Escrow Shares to be placed
      in
      escrow for twelve months to be released upon Orbit's delivery to the escrow
      agent of an independent report assessing the fair value of the purchased assets
      at no less than the purchase price of $6.8 million. Should the evaluation be
      less than the purchase price, then the number of shares to be released from
      escrow will be ratably reduced for the lower valuation. Shares remaining in
      escrow at the end of the twelve month period will be cancelled and returned
      to
      the Company’s treasury. Orbit is owned by CodeAmerica Investment, LLC for which
      Milton Cox, our Chairman and Chief Executive Officer is the Managing
      Member, and Paragon Capital, LLC for which Bassam Nastat, a Director and our
      President, serves as Manager.





On
      January 22, 2007, the Company completed and closed a private placement
      transaction for 3,205,000 units at a price of $1.00 per unit for aggregate
      proceeds of $3,205,000 (net proceeds of $2,900,000). Each unit consisted of
      one
      common share of the Company, one Class A warrant and one Class B warrant. Each
      Class A warrant is exercisable at a price of $2.00 per common share for a period
      of three years. Each Class B warrant is exercisable at a price of $3.00 per
      common share for a period of three years. The relative fair value of the Common
      Shares and the Class A and Class B Purchase Warrants was as
      follows:





**Description**
                      
                      **Shares**
                      
                      **Relative
                          Fair****Value
                          Amount**Common
                          shares
                      
                      
                      3,205,000
                      
                      $
                      1,490,698Class
                          A Warrants
                      
                      
                      3,205,000
                      
                      
                      909,326Class
                          B Warrants
                      
                      
                      3,205,000
                      
                      
                      804,977Proceeds
                      
                      
                      
                      
                      $
                      3,205,000








In
      connection with the merger between the Company and Wharton each outstanding
      share of Wharton held by its stockholders was converted into 25,000 common
      shares in Gulf Western with an aggregate issuance of 30,000,000 common shares
      of
      the Company to the former Wharton stockholders. Further 15,645,000 shares of
      Company common stock were cancelled concurrent with the closing of the Merger
      Transaction. Immediately following the closing of the Merger Transaction, the
      Company had 42,000,000 shares of common stock issued and outstanding. The Merger
      Transaction resulted in a change of control of the Company with Wharton’s former
      stockholders holding in the aggregate approximately 71.4% of the Company’s
      outstanding common stock.





On
      January 3, 2007, the date of the merger, the automatic conversion provisions
      of
      the Wharton debentures resulted in the automatic conversion of the debentures
      into common stock of the Company. On January 3, 2007 the outstanding principal
      and interest due under the debentures was converted into 108,109 common shares
      in the Company, and the Company issued 85,000 warrants in total to all debenture
      holders. The warrants have a 12-month term and an exercise price of $1.25 per
      common share.





On
      October 16, 2006, the Company acquired from CodeAmerica Investments LLC
      (“CodeAmerica”), a company controlled by W. Milton Cox, its oil and gas lease
      interests held in Wharton County, Texas in exchange for 5,000,000 shares
      of the company's common stock. W. Milton Cox was previously Wharton’s
      Chairman and Chief Executive Officer and a director of Wharton and is now the
      Chairman, Chief Executive Officer and a director of the Company. Pursuant to
      SEC
      requirements for entities under common control, the acquisition of the Oakcrest
      oil and gas lease acreage from CodeAmerica recorded at CodeAmerica’s cost basis
      of approximately $460,500.











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





**FORWARD-LOOKING
      STATEMENTS**





This
      quarterly report contains forward-looking statements as that term is defined
      in
      the Private Securities Litigation Reform Act of 1995. These statements relate
      to
      future events or our future financial performance. In some cases, you can
      identify forward-looking statements by terminology such as "may", "should",
      "expects", "plans", "anticipates", "believes", "estimates", "predicts",
      "potential" or "continue" or the negative of these terms or other comparable
      terminology. These statements are only predictions and involve known and unknown
      risks, uncertainties and other factors, including the risks in the section
      entitled "Risk Factors", that may cause our or our industry's actual results,
      levels of activity, performance or achievements to be materially different
      from
      any future results, levels of activity, performance or achievements expressed
      or
      implied by these forward-looking statements.





Although
      we believe that the expectations reflected in the forward-looking statements
      are
      reasonable, we cannot guarantee future results, levels of activity, performance
      or achievements. Except as required by applicable law, including the securities
      laws of the United States, we do not intend to update any of the forward-looking
      statements to conform these statements to actual results.





Our
      financial statements are stated in United States Dollars (US$) and are prepared
      in accordance with United States Generally Accepted Accounting Principles.
      In
      this quarterly report, unless otherwise specified, all dollar amounts are
      expressed in United States dollars. All references to "common shares" refer
      to
      the common shares in our capital stock.





As
      used
      in this quarterly report, the terms "we", "us", "our", “Company”, and "Gulf
      Western" mean Gulf Western Petroleum Corporation, unless otherwise
      indicated.





***Our
      Current Business*** **





Gulf
      Western is engaged in the exploration and development of natural gas and oil
      reserves within the United States, and holds oil and gas lease acreage in Texas,
      Kansas and Kentucky.





We
      hold
      proved undeveloped natural gas and condensate reserves located in south central
      Texas associated with its Oakcrest Prospect oil and gas lease interests. We
      hold
      nine wells that are drilled and located in Elk County, Kansas that are currently
      undergoing testing to ascertain and confirm production levels and rates. These
      wells are pending interconnection with a gathering system, that once
      constructed, would deliver the well head production into the interstate natural
      gas market. During the period ended covered by this report, we did not have
      any
      proved producing reserves. We are actively pursuing oil and gas prospects and
      opportunities principally through its relationships with individuals and
      companies.





***Oakcrest
      Project, Wharton County, Texas***





The
      Oakcrest Prospect, located in north central Texas, is adjacent to and lies
      immediately to the north-northeast of the Southwest Bonus Field. The Southwest
      Bonus is comprised of approximately 44 Wilcox formation producing wells, and
      since initial production has produced over 96 billion cubic feet of natural
      gas
      and 2.8 million barrels of oil equivalent. The main target of hydrocarbon
      production is the Wilcox formation, with the Frio formation slated as secondary.





Gulf
      Western holds a 95.75% working interest and a 73.0% net revenue interest (“NRI”)
      in certain leases totaling approximately 866 acres in Wharton County. Our oil
      and gas lease interests contain reserves categorized as proved undeveloped,
      probable and possible. Reference is made to the supplemental oil and gas
      disclosures contained in the Company’s Form 8-K filed with the SEC on January
      10, 2007 pursuant to the merger between the Company and Wharton.




The
      anticipated capital investment to drill, complete and interconnect a well in
      the
      Oakcrest Prospect is approximately $3.5 million per well. Individual wells
      depths are approximately 11,500 feet to reach the target Wilcox formation.
      The
      Frio formation is slated as a secondary target. Our Company’s current plan of
      operation for the Oakcrest Prospect provides for: the acquisition of drilling
      permits and the scheduling of drilling rig for the initial well by June 15,
      2007; the construction of drilling locations; and the commencement of drilling
      of the first well by August 1, 2007. Our plans provide for the drilling of
      four
      Wilcox formation wells in the Oakcrest Project over the next twelve months.











***Mound
      Branch Project, Elk County, Kansas***





On
      September 1, 2006, we entered into the Mound Branch Project Development
      Agreement (“Development Agreement”) with Orbit Energy, LLC (“Orbit”) associated
      with a reserve and infrastructure development program of existing and after
      acquired oil and gas lease acreage and nine existing wells that are shut-in
      pending the construction of and interconnection with a gathering system. On
      January 30, 2007 we entered into a purchase and sale agreement with Orbit to
      purchase all of its working and associated net revenue interests in
      approximately 8,800 gross acres, existing drilled wells, and associated
      equipment in the Mound Branch Project.





The
      purchase price of Orbit’s interest in the Mound Branch Project was $6.8 million,
      and was comprised of the following consideration: a) $760,947 previously
      advanced to Orbit by the Company for use in its testing of the existing drilled
      wells; b) a thirty-six month $2.0 million 10% convertible note (the “Orbit
      Note”); and c) 4,039,053 common shares (the “Escrow Shares”) of Gulf Western.
      The purchase and sale agreement provided for the Escrow Shares to be placed
      in
      escrow for twelve months to be released upon Orbit's delivery to the escrow
      agent of an independent report assessing the fair value of the purchased assets
      at no less than the purchase price of $6.8 million. Should the evaluation be
      less than the purchase price, then the number of shares to be released from
      escrow will be ratable reduced for the lower valuation. Shares remaining in
      escrow at the end of the twelve month period will be cancelled and returned
      to
      the Company’s treasury. Orbit is owned by CodeAmerica Investment, LLC for which
      Milton Cox, our Chairman and Chief Executive Officer is the Managing
      Member, and Paragon Capital, LLC for which Bassam Nastat, a Director and our
      President, serves as Manager.





Consistent
      with SEC requirements and for financial statement purposes, the acquisition
      of
      the Mound Branch Project oil and gas lease interests from Orbit was treated
      as a
      transaction between entities under common control and recorded at the sellers
      cost basis of approximately $4.9 million on Gulf Western’s books. Immediately
      prior to the acquisition Messrs. Cox and Nastat held 22.5 million common shares
      of the Company or 49.6% of the outstanding common shares immediately preceding
      the purchase, and upon issuance of the 4,039,052 common shares, they hold 53.7%
      of the outstanding common shares of Gulf Western.





To
      date
      flow testing has been completed on three of the existing wells that are shut
      in
      awaiting interconnection with the Mound Branch gathering system that needs
      yet
      to be constructed. Our current plan of operation for the Mound Branch Project
      is
      to continue with the well testing to confirm and determine production rates
      and
      levels for the existing wells primarily for the Mississippi Limestone formation
      and the Cherokee coal group; subject to financing, the commencement of a three
      year drilling program to drill fifty wells per year; and to secure funding
      and/or arrange for the construction of the 15-mile low pressure Mound Branch
      gathering system that is necessary to effect the delivery of well head
      production into the interstate natural gas pipeline grid in Kansas.





From
      inception to date and for the six-month period ended February 28, 2007, the
      Company has expended approximately $1.9 million associated with capital
      investment for the Mound Branch project acquisition and development, and
      non-cash amounts of the $2.0 million for the Orbit note and the issuance of
      4,039,053 common shares (subject to adjustment for the Escrow Shares).





***Texas
      Frio Projects, Dewitt and Lavaca County, Texas***





Gulf
      Western Petroleum is participating in the drilling of thirteen Frio-age natural
      gas wells in Dewitt and Lavaca County, Texas that have been identified through
      3-D seismic. For the Shamrock Project in Dewitt County Texas, three Frio wells
      are scheduled for drilling in 2007 and we own a 90% working interest in these
      wells. In the Brushy Creek Project in Lavaca County Texas, we hold working
      interest in ten wells with interests ranging from approximately 30-45%. The
      drilling of the Brushy Creek wells are scheduled to be completed during 2007.
      Information on the individual Frio Projects are as follows:




**Shamrock
      Project**





The
      Shamrock Project is a three well prospect in Dewitt County, Texas that is
      targeting Frio-age natural gas reserves that have been identified through 3-D
      seismic. Frio-age wells have proven to be prolific natural gas producers
      throughout the Texas Gulf Coast region. Typical Frio wells produce at
      approximately 200 to 250 Mcf per day with estimated total recoverable reserves
      of approximately 500 million cubic feet. The target formation is the Jameson
      sand with total well depth at approximately 3200 feet. Gulf Western holds a
      90%
      working interest in this project. The three wells are to be drilled on a
      continuous basis. The initial well, Miller-Thomas gas unit,  was spud on
      March 23, 2007 .
      The other two wells scheduled to be drilled are: (i) Tulemore Dew No.
      1 and (ii) Bushmills No. 1











**Brushy
      Creek Project**





Gulf
      Western holds an average 43.2% working interest position in the Lavaca County,
      Texas Brushy Creek project. The Brushy Creek project is a 3-D seismic controlled
      project situated in the prolific Oligocene Frio oil and gas trend located in
      the
      lower Texas Gulf Coast. The Brushy Creek Project was initiated in 2005, and
      to
      date has been successful in ten out of ten wells. The first ten wells resulted
      in six Frio discoveries, three Miocenen discoveries and one Yegua completion.
      The Company will participate in the Brushy Creek Phases IV, V, VI and VII.
      These
      four projects are comprised of ten new wells that will target several high
      quality amplitude anomalies very similar to those that have proven to be
      productive in the previous drilling. Drilling is well scheduled to begin early
      in the 2 nd quarter
      of 2007. The individual projects and number of wells that Gulf Western is
      participating in are as follows: a) Brushy Creek IV - 2 wells; b) Brushy Creek
      V
      - 2 wells; c) Brushy Creek VI - 3 wells; and d) Brushy Creek VII - 3 wells.
      All
      wells are scheduled to be drilled and completed during the year 2007.





*Baxter
      Bledsoe Prospect, Clay County, Kentucky*





On
      February 1, 2006, we entered into an agreement to acquire the Baxter Bledsoe
      Prospect oil and gas lease acreage totalling approximately 2,200 gross acres
      (1,584 net acres) in Clay County, Kentucky from CodeAmerica. The purchase has
      been consummated with the Company’s remittance of $330,000 to CodeAmerica for
      its oil and gas lease interests in the Baxter Bledsoe Prospect, and CodeAmerica
      has assigned the Baxter Bledsoe lease to the Company.





Our current
      plan of operation for the Baxter Bledsoe Prospect is to drill an initial well
      in
      the third quarter of the year 2007 to the Black River Group formation; provided
      that we are able to obtain financing in addition to the Private Placement.





*Bell
      Prospect, Bell County, Kentucky*





On
      October 1, 2006, we entered into an agreement with CodeAmerica to acquire
      its oil and gas lease interests with acreage totalling approximately 3,400
      gross
      acres (2,448 net acres) in Bell County, Kentucky, for a purchase price of
      $255,000 plus reimbursement of $59,475 for land and legal services incurred
      by
      CodeAmerica in connection with the lease acreage. On October 28, 2006, we
      made a payment to CodeAmerica totalling $144,475 to pay one-third of the
      purchase price and to reimburse CodeAmerica for the referenced services. On
      the
      same date, CodeAmerica executed and delivered to Wharton an assignment of the
      3,400 lease acres under the oil and gas leases held by CodeAmerica in Bell
      County, Kentucky. On December 6, 2006, the Company remitted payment to
      CodeAmerica of $170,000 for the remaining balance due CodeAmerica under the
      Bell
      Prospect purchase and sale agreement.





The
      Company’s current plan of operation for the Bell Prospect is to continue its
      title verification and confirmation process for the acquired acreage; provided
      that the Company is able to obtain financing in addition to the Private
      Placement.





**Plan
      of Operation**




The
      Company’s plan of operation is to continue to secure capital funding sufficient
      to drill a minimum of two Oakcrest prospect Wilcox formation wells in Texas,
      to
      continue our testing of Mound Branch wells and to kick off a three-year 150
      well
      drilling program, and to participate in a minimum of ten Texas Frio formation
      wells through our participation in the Shamrock project, and the Brushy Creek
      Project. We also expect to drill a test exploration well in Kentucky. For
      further discussion and information on our plan of operation for individual
      projects see the discussion of our projects in the above “Our Current Business”.




**Liquidity
      and Capital Resources**





Oil
      and
      natural gas exploration, exploitation and development programs in the United
      States are very capital intensive, and require substantial capital resources
      to
      fund the ongoing drilling and development of oil and gas reserves. In instances
      where an existing infrastructure does not exist within the proximity of the
      area
      under drilling and development, additional capital requirements are necessary
      to
      construct and install the infrastructure necessary to effect the delivery of
      production to market in order to create cash flows from production. The U.S.
      oil
      and gas industry is highly competitive, and when opportunities are identified,
      we have found that in most instances we must be able to act quickly which
      necessitates that we have sufficient human and capital resources on hand, or
      readily available, for us to draw upon when opportunities are identified, and
      our technical and commercial evaluations confirm the economic viability of
      such
      and our continuing interest in the opportunity. Once oil and gas prospects
      are
      identified, acquired, and they become part of our portfolio of oil and gas
      opportunities, we require sufficient capital funding to execute our business
      plans.











The
      Company is in its development stage and, accordingly, has limited operations
      and
      no revenues. To date we have raised external financing through unsecured
      debentures, and notes payable to provide funding pending completion of a private
      placement of equity or debt. We believe our existing oil and gas prospects
      provide us a mechanism to create a sustainable reserve base that will produce
      recurring levels of cash flows; which will allow us to continue to build our
      portfolio of oil and gas prospects; and strengthen our base of production so
      as
      to internally fund our operating requirements and a portion of our capital
      investments going forward.





Since
      inception, we have funded our activities primarily through private placements
      of
      common stock, through short term working capital loans, and contributions of
      funds and services from founding shareholders during the Company’s ramp up
      phase. We expect that over the next twelve months we will continue to raise
      capital resources through a combination of private placements and public
      offerings that would involve equity, debt or a combination of both. Future
      financing in the form of equity, debt or other sources could result in the
      dilution of our shareholders’ equity; an increase in our debt and current
      liabilities; and may restrict our future availability of cash or our use of
      existing cash resources. Additionally, there can be no assurance that adequate
      financing will be available to us when needed or, if available, that it can
      be
      obtained on commercially reasonable terms. If we are not able to obtain
      financing on a timely basis, we will be unable to execute our business plans,
      and will be required to scale back the pace and magnitude of our oil and gas
      prospects drilling and development initiatives. We also may not be able to
      meet
      our vendor and service provider obligations as they become due. In such event,
      we will be forced to further scale down our activities or perhaps even cease
      operations.




****** **Future
      Operations**




*Cash
      Requirements*





During
      the twelve month period ending February 28, 2008, we project total cash
      requirements of approximately $30.2 million. Our total estimated cash
      requirements are comprised of $29.0 million for oil and gas capital investments,
      and $1.2 million for general and administrative, operating and public company
      expenses, and working capital requirements.





Based
      on
      our plan of operation, our current available cash is not sufficient to fund
      our
      capital and operating requirements over the twelve month period ending February
      28, 2008. To execute our plans we will require substantial financing and are
      actively working on options to raise equity and/or debt financing through
      private placements and public offerings. However, in the event that we are
      unable to raise the financing to meet our needs, we will be required to scale
      back or slow our capital program. Should we be unable to acquire funding
      sufficient to effect our scheduled capital investments, we may be unable to
      create sufficient operating cash to fund our internal operating, general and
      administrative and public company costs, and we would be unable to establish
      and
      sustain profitability. Should we raise funds through equity and debt placements,
      existing equity and ownership in the Company could be negatively affected due
      to
      the dilution of existing equity ownership of our shares.





Over
      the
      next twelve months we intend to use all available funds to continue the
      exploration and development of our oil and gas prospect opportunities. Our
      estimated cash requirements for the next twelve months are summarized below:


****


Estimated
      Funding Required During the Twelve Month Period Ending February 28,
      2008





Exploration,
                          drilling and development expendituresOakcrest
                          project (drilling and completion four wells)
                      
                      $
                      14,000,000Mound
                          Branch project (testing existing wells, and drilling initial
                          fifty wells)
                      
                      
                      7,000,000Mound
                          Branch gathering system
                      
                      
                      4,000,000Brushy
                          Creek (Frio) project (Phases IV, V, VI, VII - drilling
                          and completion ten
                          wells)
                      
                      
                      2,100,000Shamrock
                          (Frio) project (drilling and completion three wells)
                      
                      
                      1,100,000Baxter
                          Bledsoe prospect (drill initial well)
                      
                      
                      300,000Other
                          - Texas, Kansas and Kentucky
                      
                      
                      500,000Operating
                          , general and administrative
                      
                      
                      780,000Public
                          company expenses
                      
                      
                      180,000Working
                          capital
                      
                      
                      250,000**$**
                      **30,210,000**










*Product
      Research and Development*





Our
      business plan is focused on the exploration and development of our oil and
      gas
      interests.





We
      do not
      anticipate that we will expend any significant funds on research and development
      over the next twelve months ending February 28, 2008.





*Purchase
      of Significant Equipment*





We
      do not
      intend to purchase any significant equipment over the next twelve months.





*Employees*





Currently
      we have no full time or part-time employees. We utilize short term contractors,
      consultants and professional service providers, as necessary. Our directors
      and
      officers provide services on a month to month basis pursuant to oral
      arrangements, but have not signed employment or consulting agreements with
      us.
      We do not expect any material changes in the number of employees over the next
      twelve month period. We may enter formal written service agreements with our
      directors and officers in the future. We expect to utilize contractors and
      consultants as needed to meet our staffing needs, and will continue to
      periodically evaluate costs benefits of staffing our resource requirements
      externally or internally. We expect that the level of success of our exploration
      and development initiatives will drive the timing and level of employees that
      we
      may retain in the future.





*Going
      Concern*





The
      accompanying financial statements have been prepared assuming we will continue
      as a going concern. The Company is in its development stage and, accordingly,
      has several capital initiatives but no revenues. We have raised limited
      financing and have incurred operating losses since our inception. These
      factors raise substantial doubt about the our ability to continue as a
      going concern, and our ability to achieve and maintain profitability and
      positive cash flows are dependent on our ability to secure sufficient financing
      to fund the acquisition, drilling and development of profitable oil and gas
      properties. We are actively pursuing financing options which we believe would
      allow us to establish and sustain commercial production. There are no assurances
      that we will be able to obtain additional financing from investors or private
      lenders and, if available, such financing may not be on commercial terms
      acceptable to us or our stockholders. The financial statements do not include
      any adjustments that might result from the outcome of this
      uncertainty.





We
      intend
      to raise financing sufficient to fund our capital expenditure and working
      capital requirements for the next twelve months principally through private
      placements and public offerings.




*Recently
      Issued Accounting Standards*





In
      July
      2006, the Financial Accounting Standards Board ("FASB") issued FASB
      Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -- an
      Interpretation of FASB Statement No. 109" ("FIN 48"), which clarifies the
      accounting for uncertainty in income tax positions. This Interpretation requires
      that Gulf Western recognize in its financial statements the impact of a tax
      position if that position is more likely than not of being sustained on audit,
      based on the technical merits of the position. We will be required to adopt
      FIN
      48 during the first quarter of fiscal 2008. We are currently evaluating the
      requirements of FIN 48 and have not yet determined the impact, if any; this
      interpretation may have on its financial statements.





In
      September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS
      157"), which clarifies the definition of fair value, establishes guidelines
      for
      measuring fair value, and expands disclosures regarding fair value measurements,
      SFAS 157 does not require and new fair value measurements and eliminates
      inconsistencies in guidance found in various prior accounting pronouncements.
      SFAS 157 will be effective for Gulf Western on the first quarter of fiscal
      2008.
      We are currently evaluating the impact of adopting SFAS 157 on our financial
      statements.








APPLICATION
      OF CRITICAL ACCOUNTING POLICIES





Our
      financial statements and accompanying notes are prepared in accordance with
      accounting principles generally accepted in the United States. Preparing
      financial statements requires management to make estimates and assumptions
      that
      affect the reported amounts of assets, liabilities, revenue, and expenses.
      These
      estimates and assumptions are affected by management's application of accounting
      policies. We believe that understanding the basis and nature of the estimates
      and assumptions involved with the following aspects of our consolidated
      financial statements is critical to an understanding of our balance sheet,
      the
      statements of operations and stockholders' equity, and the cash flows statements
      included elsewhere in this filing.











**Item
              3.**
            **Quantitative
                and Qualitative Disclosures About Market
                Risk**





Market
      risk is the risk of loss arising from adverse changes in market rates and
      prices. We are exposed to risks related to increase in the prices of drilling
      rigs, field equipment and services, and commodity price fluctuations associated
      with crude oil, natural gas and natural gas liquid. We do not engage in
      commodity price hedging activities, but will evaluate hedges once we have
      production. We are exposed to currency rate fluctuations between the Canadian
      and U.S. dollar, that may arise from accounts payables that
      are denominated in Canadian dollars.




**Item
                4.**
            **Controls
                and Procedures**





As
      required by Rule 13a-15 under the Exchange Act, we have carried out an
      evaluation of the effectiveness of the design and operation of our company's
      disclosure controls and procedures as of the end of the period covered by this
      quarterly report, being February 28, 2007. This evaluation was carried out
      under
      the supervision and with the participation of our company's management,
      including our company's president, the chief executive officer and the chief
      financial officer. Based upon that evaluation, our company's president, the
      chief executive officer and the chief financial officer concluded that, our
      disclosure controls and procedures were not effective at the end of the period
      covered by this report, specifically with respect to the integration of the
      merged company’s operating and corporate business activities and our
      consolidation of business processes, systems and personnel resources to ensure
      and confirm that all information required for timely and accurate filings is
      identified, accumulated and reported in accordance with SEC rules and forms. Also
      as
      required by Rule 13a-15(d), we performed an evaluation of our internal controls
      over financial reporting to determine whether any changes occurred during the
      current quarter covered by this report that have materially affected, or are
      reasonably likely to materially affect our internal control over financial
      reporting.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our company's reports filed
      or submitted under the Exchange Act is recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission's rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed in our company's reports filed under the Exchange
      Act
      is accumulated and communicated to management, including to our company's
      president, the chief executive officer and the chief financial officer as
      appropriate, to allow timely decisions regarding required
      disclosure.





In
      our
      evaluation of the effectiveness of the design and operation of our disclosure
      controls and procedures for the prior quarter, we concluded that at the then
      Company’s formative stage of development, our disclosure controls and procedures
      were effective as of the end of the period covered by our prior quarter’s
      report. During the current quarter we consummated the reverse merger transaction
      between the Company and Wharton Resources Corp. We are continuing to integrate
      and consolidate the merged company’s back-office, administrative and financial
      reporting functions.





In
      our
      evaluation of disclosure controls and procedures for the current quarter, we
      concluded that at our current level of capital project expansion that the
      controls, processes and procedures associated with disclosures were not
      operating as efficiently and effectively as we believe necessary. Our evaluation
      concluded that the disclosure controls and processes of the merged operations
      need to be further integrated and consolidated so that all information required
      by the company’s officers and directors to make timely decisions regarding the
      nature and extent of required information disclosures is accumulated and
      communicated to them within the necessary time frame to allow them to make
      the
      appropriate decisions as to the nature of and the associated timing of
      information disclosures pursuant to the rules and forms required by the SEC.











**Part
      II - OTHER INFORMATION**





**Item
                1.**
            **Legal
                Proceedings.**





We
      know
      of no material, active or pending legal proceedings against our company, nor
      are
      we involved as a plaintiff in any material proceeding or pending litigation.
      There are no proceedings in which any of our directors, officers or affiliates,
      or any registered or beneficial shareholder, is an adverse party or has a
      material interest adverse to our interest.





**Item
                2.**
            **Unregistered
                Sales of Equity Securities.**





Pursuant
      to the Agreement and Plan of Merger dated November 21, 2006 between Georgia
      Exploration, Inc. (“Georgia”) and Wharton Resources Corp., (“Wharton”) and
      effective January 3, 2007, Georgia issued 30,000,000 shares of its common stock
      to the stockholders of Wharton. The shares were issued pursuant to the exemption
      from registration under the Securities Act of 1933, as amended (the “Securities
      Act”), available under Rule 506 of Regulation D (“Regulation D”) promulgated
      under the Securities Act, with all of such stockholders being “accredited
      investors,” as such term is defined in Rule 501(a) of Regulation D.





On
      January 22, 2007, Georgia Exploration, Inc., issued 3,205,000 units at a price
      of $1.00 per unit, with each unit consisting of a share in the common stock
      of
      Georgia, one Class A warrant, and one Class B warrant, for aggregate proceeds
      of
      $3,205,000.  Each Class A warrant may be exercised at a price of $2.00 for
      a period of 3 years to acquire one additional share of Georgia.  Each Class
      B warrant may be exercised at a price of $3.00 for a period of 3 years to
      acquire one additional share or Georgia.  The securities were sold to
      non-US persons pursuant to Regulation S and to an accredited investor pursuant
      to Rule 506 of Regulation D under the *Securities
      Act of 1933* .
       The securities are restricted securities pursuant to Rule
      144.




On
      February 1, 2007 Georgia Exploration issued 4,039,053 shares of its common
      stock
      and a $2,000,000 convertible debenture to Orbit Energy, LLC (“Orbit", as
      consideration for the acquisition of certain oil and gas interests. The shares
      were issued pursuant to section 4(2) of the Securities Act of 1933 on the basis
      of the relationship of the beneficial owners of Orbit being directors and
      officers of Georgia Exploration. The terms of the convertible debenture are
      set
      forth in Form 8K - Current Report dated January 30, 2007, and are incorporated
      herein by reference.




**Item
                3.**
            **Defaults
                Upon Senior Securities.**





None.





**Item
                4.**
            **Submission
                of Matters to a Vote of Security
                Holders.**





None.





**Item
                5.**
            **Other
                Information.**





None.





**Item
                6.**
            **Exhibits.**





*Exhibits
      Required by Item 601 of Regulation S-B.*





Exhibit
      Number/Description





**(2)**
            **Articles
                of Incorporation and
                Bylaws**





2.1  Agreement
      and Plan of Merger, dated November 21, 2006, among the Registrant, GEX
      Acquisition Corp., Wharton Resources Corp., and the stockholders of
      Wharton 1










**(3)**
            **Articles
                of Incorporation**





3.1
            Articles
                of Incorporation2






1
      Incorporated by reference from Current Report on Form 8-K for the event of
      November 21, 2006, as filed with the Securities and Exchange Commission on
      November 28, 2006.


2
      Incorporated by reference from the Registration Statement on Form SB-2, as
      filed
      with the Securities and Exchange Commission on May 3, 2006.







**(10)**
            **Material
                Contracts**





10.1 Agreement
      between Wharton Resources LP and CodeAmerica Investments LLC effective October
      1, 2006 for the purchase of 3,400 oil and gas lease acreage located in Bell
      County, Kentucky. Incorporated by reference to the current report on Form 10QSB
      for the period ended November 30, 2007.





10.2 Agreement
      between Wharton Resources LP and CodeAmerica Investments LLC effective February
      1, 2006 for the purchase of 2,200 oil and gas lease acreage located in Clay
      County, Kentucky. Incorporated by reference to the current report on Form 10QSB
      for the period ended November 30, 2007.





10.3 Agreement
      between Wharton Resources LP and Orbit Energy, LLC effective September 1, 2006
      for the development of the Mound Branch Prospect in Elk County, Kansas.
      Incorporated by reference to the current report on Form 10QSB for the period
      ended November 30, 2007.





10.4 Assignment
      of Oil, Gas and Mineral Leases effective April 28, 2006 by and between
      CodeAmerica Investments, LLC and Wharton Resources LP for its oil and gas lease
      interests located in Wharton County, Texas. Incorporated by reference to the
      current report on Form 10QSB for the period ended November 30,
      2007.





10.5   Purchase
      and Sale Agreement between Georgia Exploration, Inc. and Orbit Energy, LLC
      dated
      January 30, 2007 for the purchase of Orbit’s interest in the Mound Branch
      Project. Incorporated by reference to the Form 8-K dated January 30, 2007.





10.6   Convertible
      Debenture dated January 30, 2007 for the purchase of the Mound Branch interest
      by Georgia Exploration, Inc. from Orbit Energy, LLC. Incorporated by reference
      to the Form 8-K dated January 30, 2007.





10.7   Assignment
      of Orbit Energy, LLC working Interest in oil and gas wells. Incorporated by
      reference to the Form 8-K dated January 30, 2007.





10.8   Assignment
      of Orbit Energy, LLC oil and gas lease interests. Incorporated by reference
      to
      the Form 8-K dated January 30, 2007.




**(31)**
            **Section
                302 Certifications**





31.1 Chief
      Executive Officer Certification Pursuant to Section 13a-14 of the Securities
      Exchange Act





31.2 Chief
      Financial Officer Certification Pursuant to Section 13a-14 of the Securities
      Exchange Act





**(32)**
            **Section
                906 Certification**





32.1 Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002





32.2 Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002










**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) 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.





**GULF
                            WESTERN PETROLEUM CORPORATION**By:
                        /s/
                            Wm Milton CoxWm
                            Milton CoxChairman
                            and Chief Executive OfficerDate:
                            May 1, 2007By:
                        /s/
                            Sam NastatBassam
                            NastatPresident
                            and DirectorDate: May
                            1, 2007By:
                        /s/
                            Donald L. SytsmaDonald
                            L. SytsmaChief
                            Financial Officer and DirectorDate:
                            May 1, 2007