UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION





Washington,
      D.C. 20549





FORM
      10-QSB





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





For
      the
      quarterly period endedNovember 30, 2007





oTRANSITION
      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


1


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 January 11,
      2008 was 56,603,107 shares
      of common stock, par value $0.001.





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







PART
      I – Financial Information





Item
        1. Financial
        Statements





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


2


GULF
      WESTERN PETROLEUM
      CORPORATION


(A
      DEVELOPMENT STAGE
      COMPANY)


CONSOLIDATED
      BALANCE
      SHEETS


(Unaudited)


November
                30,
              2007
            
            
            August
                31,
              2007ASSETSCurrent
                assetsCash
            
            $
            82,665
            
            
            $
            1,925Accounts
                receivable – joint
                interest
            
            
            198,073
            
            
            
            198,106Accounts
                receivable – related
                party
            
            
            -
            
            
            
            11,488Deferred
                financing costs, net of
                amortization of $78,115, and $0, respectively
            
            
            273,885
            
            
            
            -Other
                current
                assets
            
            
            44,138
            
            
            
            -Total
                current
                assets
            
            
            598,761
            
            
            
            211,519Deferred
                financing costs, net of
                amortization of $63,138 and $7,015, respectively
            
            
            -
            
            
            
            56,123Office
                equipment, net of
                depreciation of $7,654 and $6,507, respectively
            
            
            12,038
            
            
            
            13,185Oil
                and gas properties, full cost
                method:Properties
                subject to
                amortization, net of amortization of $0 and $0,
                respectively
            
            
            2,821,994
            
            
            
            1,090,988Properties
                not subject to
                amortization
            
            
            5,801,178
            
            
            
            6,824,775Total
                assets
            
            $
            9,233,971
            
            
            $
            8,196,590LIABILITIES
                AND STOCKHOLDERS’
                EQUITYCurrent
                liabilitiesAccounts
                payable
            
            $
            163,892
            
            
            $
            1,065,092Accounts
                payable – related
                parties
            
            
            40,337
            
            
            
            380,148Advances
                from
                stockholder
            
            
            191,041
            
            
            
            417,254Accrued
                interest
            
            
            112,578
            
            
            
            15,041Accrued
                interest – convertible
                note related party
            
            
            16,438
            
            
            
            116,712Convertible
                notes payable, net of
                unamortized debt discount of $1,205,330 and $11,290,
                respectively
            
            
            2,494,670
            
            
            
            238,710Registration
                rights
                penalties
            
            
            150,000
            
            
            
            -Stock
                payable
            
            
            150,000
            
            
            
            100,000Total
                current
                liabilities
            
            
            3,318,956
            
            
            
            2,332,957Convertible
                note – related
                party
            
            
            2,000,000
            
            
            
            2,000,000Convertible
                notes payable, net of
                unamortized debt discount of $-0- and $17,536,
                respectively
            
            
            25,000
            
            
            
            482,464Asset
                retirement
                obligation
            
            
            51,473
            
            
            
            50,949Total
                liabilities
            
            
            5,395,429
            
            
            
            4,866,370STOCKHOLDERS’
                EQUITYCommon
                shares, $0.001 par value,
                1.2 billion shares authorized, 56,603,107 and 53,489,662 shares issued
                and
                outstanding, respectively
            
            
            56,603
            
            
            
            53,490Additional
                paid-in
                capital
            
            
            9,487,976
            
            
            
            7,093,980Deficit
                accumulated during the
                development stage
            
            
            (5,706,037
            )
            
            
            (3,817,250
            )Total
                stockholders’
                equity
            
            
            3,838,542
            
            
            
            3,330,220Total
                liabilities and
                stockholders’ equity
            
            $
            9,233,971
            
            
            $
            8,196,590






The
      accompanying notes are an integral
      part of these consolidated financial statements.


3


GULF
      WESTERN PETROLEUM CORPORATION


(A
      DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
      STATEMENTS OF OPERATIONS


For
      the Three Months Ended November 31, 2007 and 2006, and


the
      Period from Inception (January 20, 2005) through November 30, 2007


(Unaudited)





Three
                Months
              Ended
              November
                30,
                2007
            
            
            Three
                Months
              Ended
              November
                30,
                2006
            
            
            Inception
              through
              November
                30,
                2007Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -Operating
                expensesGeneral
                and
                administrative
            
            
            1,222,353
            
            
            
            119,845
            
            
            
            3,963,802Depreciation
            
            
            1,147
            
            
            
            675
            
            
            
            7,654Total
                operating
                expenses
            
            
            1,223,500
            
            
            
            120,520
            
            
            
            3,971,456Operating
                loss
            
            
            (1,223,500
            )
            
            
            (120,520
            )
            
            
            (3,971,456
            )Other
                (income)
                expenseInterest
                income
            
            
            (736
            )
            
            
            -
            
            
            
            (736
            )Interest
                expense
            
            
            666,023
            
            
            
            21,661
            
            
            
            1,334,094Financing
                costs
            
            
            -
            
            
            
            -
            
            
            
            389,095Currency
                exchange (gain)
                loss
            
            
            -
            
            
            
            (9,994
            )
            
            
            12,128Total
                other
                expense
            
            
            665,287
            
            
            
            11,667
            
            
            
            1,734,581Net
                loss
            
            $
            (1,888,787
            )
            
            $
            (132,187
            )
            
            $
            (5,706,037
            )Net
                loss per
                share:Basic
                and
                diluted
            
            $
            (0.03
            )
            
            $
            (0.00
            )Weighted
                average shares
                outstanding:Basic
                and
                diluted
            
            
            56,121,956
            
            
            
            27,500,000








The
      accompanying notes are an integral
      part of these consolidated financial statements.


4


GULF
      WESTERN PETROLEUM CORPORATION


(A
      DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
      STATEMENTS OF CASH FLOW


For
      the Three Months Ended November 30, 2007 and 2006 and


the
      Period from Inception (January 20, 2005) through November 30, 2007


(Unaudited)





Three
                Months
              Ended
              November
                30,
                2007
            
            
            Three
                Months
              Ended
              November
                30,
                2006
            
            
            Inception
              through
              November
                30,
                2007CASH
                FLOWS FROM OPERATING
                ACTIVITIESNet
                loss
            
            $
            (1,888,787
            )
            
            $
            (132,187
            )
            
            $
            (5,706,037
            )Adjustments
                to reconcile net loss
                to cash used in operating activities:Depreciation
            
            
            1,147
            
            
            
            675
            
            
            
            7,654Foreign
                currency exchange (gain)
                loss
            
            
            -
            
            
            
            (9,994
            )
            
            
            12,128Amortization
                of debt
                discount
            
            
            373,206
            
            
            
            -
            
            
            
            473,019Amortization
                of deferred financing
                costs
            
            
            134,238
            
            
            
            -
            
            
            
            141,253Bonus
                shares on notes
                payable
            
            
            -
            
            
            
            -
            
            
            
            400,000Issuance
                of shares for services
                and notes payable
            
            
            20,887
            
            
            
            -
            
            
            
            411,387Amortization
                of stock option
                expense
            
            
            380,512
            
            
            
            -
            
            
            
            1,119,111Accretion
                expense
            
            
            524
            
            
            
            -
            
            
            
            524Net
                change
                in:Accounts
                receivable – joint
                interest
            
            
            33
            
            
            
            -
            
            
            
            (198,073
            )Accounts
                receivable – related
                parties
            
            
            11,488
            
            
            
            -
            
            
            
            -Other
                assets
            
            
            (44,138
            )
            
            
            -
            
            
            
            (44,138
            )Accounts
                payable
            
            
            (901,200
            )
            
            
            (165,762
            )
            
            
            157,936Accounts
                payable - related
                parties
            
            
            (339,811
            )
            
            
            (3,296
            )
            
            
            40,337Bank
                overdraft
            
            
            -
            
            
            
            42,206
            
            
            
            -Accrued
                interest
            
            
            97,537
            
            
            
            20,359
            
            
            
            112,578Accrued
                interest – related
                parties
            
            
            (100,274
            )
            
            
            -
            
            
            
            16,438Registration
                rights
                penalties
            
            
            150,000
            
            
            
            -
            
            
            
            150,000CASH
                FLOWS USED IN OPERATING
                ACTIVITIES
            
            
            (2,104,638
            )
            
            
            (247,999
            )
            
            
            (2,905,883
            )CASH
                FLOWS FROM INVESTING
                ACTIVITIESPurchase
                of property and
                equipment
            
            
            -
            
            
            
            -
            
            
            
            (19,692
            )Investment
                in oil and gas
                properties
            
            
            (707,409
            )
            
            
            (556,493
            )
            
            
            (5,889,106
            )CASH
                FLOWS USED IN INVESTING
                ACTIVITIES
            
            
            (707,409
            )
            
            
            (556,493
            )
            
            
            (5,908,798
            )CASH
                FLOWS FROM FINANCING
                ACTIVITIESStock
                subscription advances,
                net
            
            
            50,000
            
            
            
            -
            
            
            
            50,000Advances
                from
                stockholder
            
            
            (226,213
            )
            
            
            14,156
            
            
            
            191,041Proceeds
                from private placement
                unit sales
            
            
            500,000
            
            
            
            -
            
            
            
            5,315,000Proceeds
                from notes
                payable
            
            
            -
            
            
            
            540,255
            
            
            
            853,276Proceeds
                from convertible notes
                payable
            
            
            2,819,000
            
            
            
            -
            
            
            
            3,591,047Repayment
                of notes
                payable
            
            
            -
            
            
            
            (62,500
            )
            
            
            (853,018
            )Repayment
                of convertible notes
                payable
            
            
            (250,000
            )
            
            
            -
            
            
            
            (250,000
            )CASH
                FLOWS PROVIDED BY FINANCING
                ACTIVITIES
            
            
            2,892,787
            
            
            
            491,911
            
            
            
            8,897,346NET
                INCREASE (DECREASE) IN
                CASH
            
            
            80,740
            
            
            
            (312,581
            )
            
            
            82,665Cash,
                beginning of
                period
            
            
            1,925
            
            
            
            312,581
            
            
            
            -Cash,
                end of
                period
            
            $
            82,665
            
            
            $
            -
            
            
            $
            82,665Cash
                paid
                for:Interest
            
            $
            6,329
            
            
            $
            1,302
            
            
            $
            29,258Interest
–
related
                parties
            
            $
            156,466
            
            
            $
            -
            
            
            $
            156,466Income
                taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -Supplemental
                Schedule of Non-cash
                Investing and Financing Activities:Issuance
                of founders
                shares
            
            $
            -
            
            
            $
            -
            
            
            $
            1,000Assignment
                and rescission of oil
                and gas properties  from parent
            
            
            -
            
            
            
            (460,496
            )
            
            
            -Common
                shares issued to acquire
                oil and gas properties
            
            
            -
            
            
            
            460,496
            
            
            
            4,499,549Convertible
                note to related party
                for acquisition of oil and gas interests
            
            
            -
            
            
            
            -
            
            
            
            2,000,000Discount
                on senior secured
                convertible notes for beneficial conversion feature of notes, and
                relative
                fair value of stock and warrants issued in connection with
                notes
            
            
            1,399,710
            
            
            
            -
            
            
            
            1,399,710Issuance
                of common shares to
                placement agent in connection with senior secured convertible
                notes
            
            
            96,000
            
            
            
            -
            
            
            
            96,000Issuance
                of common shares for
                convertible debentures
            
            
            -
            
            
            
            -
            
            
            
            78,477Asset
                retirement obligation
                incurred
            
            
            -
            
            
            
            -
            
            
            
            50,949Fair
                value of warrants issued with
                debt
            
            
            -
            
            
            
            -
            
            
            
            66,387Discount
                on debt for beneficial
                conversion feature of debentures
            
            
            -
            
            
            
            -
            
            
            
            75,390Deemed
                dividends on purchase of
                oil and gas properties from related parties
            
            $
            -
            
            
            $
            -
            
            
            $
            3,817,432








The
      accompanying notes are an integral
      part of these consolidated financial statements.


5


GULF
      WESTERN PETROLEUM CORPORATION


(A
      DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY


For
      the Period from Inception (January 20, 2005)


Through
      November 30, 2007


(Unaudited)




Common
                Shares
              
              
              Par
                Amount
              
              
              Additional
                Paid-In-Capital
              
              
              Accumulated
                Deficit
              
              
              TotalIssuance
                  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 to
                  related party for oil and gas properties-October
                  16, 2006 ($0.09 per
                  share)
              
              
              5,000,000
              
              
              
              5,000
              
              
              
              455,496
              
              
              
              -
              
              
              
              460,496Balance,
                  January 3, 2007 (prior to
                  reverse merger)
              
              
              30,000,000
              
              
              $
              30,000
              
              
              $
              431,496
              
              
              $
              (585,126
              )
              
              $
              (123,630
              )Common
                  shares issued for reverse
                  merger-January
                  3, 2007 ($0.001 per
                  share)
              
              
              27,645,000
              
              
              
              27,645
              
              
              
              (27,645
              )
              
              
              -
              
              
              
              -Cancellation
                  of shares on reverse
                  merger-January
                  3, 2007 ($0.001 per
                  share)
              
              
              (15,645,000
              )
              
              
              (15,645
              )
              
              
              15,645
              
              
              
              -
              
              
              
              -Balance,
                  January 3, 2007 (after
                  reverse merger)
              
              
              42,000,000
              
              
              $
              42,000
              
              
              $
              419,496
              
              
              $
              (585,126
              )
              
              $
              (123,630
              )Issuance
                  of common shares for
                  debenture-January
                  3, 2007
                  ($0.73 per
                  share)
              
              
              108,109
              
              
              
              108
              
              
              
              78,369
              
              
              
              -
              
              
              
              78,477Beneficial
                  conversion feature of
                  debentures
              
              
              -
              
              
              
              -
              
              
              
              75,390
              
              
              
              -
              
              
              
              75,390Issuance
                  of common shares to
                  related party for oil and gas properties-January
                  30, 2007 ($1.00 per
                  share)
              
              
              4,039,053
              
              
              
              4,039
              
              
              
              4,035,014
              
              
              
              -
              
              
              
              4,039,053Issuance
                  of units for cash in
                  private placement-January
                  22, 2007 ($1.00 per
                  unit)
              
              
              3,205,000
              
              
              
              3,205
              
              
              
              3,201,795
              
              
              
              -
              
              
              
              3,205,000-May
                  10, 2007 ($1.00 per
                  unit)
              
              
              525,000
              
              
              
              525
              
              
              
              524,475
              
              
              
              -
              
              
              
              525,000-August
                  16, 2007 ($0.40 per
                  unit)
              
              
              1,712,500
              
              
              
              1,713
              
              
              
              683,287
              
              
              
              -
              
              
              
              685,000-August
                  31, 2007 ($0.40 per
                  unit)
              
              
              1,000,000
              
              
              
              1,000
              
              
              
              399,000
              
              
              
              -
              
              
              
              400,000Issuance
                  of warrants for services
                  in private placement
              
              
              -
              
              
              
              -
              
              
              
              13,138
              
              
              
              -
              
              
              
              13,138


6


GULF
      WESTERN PETROLEUM CORPORATION


(A
      DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY, continued


For
      the Period from Inception (January 20, 2005)


Through
      November 30, 2007


(Unaudited)





Deemed
                dividendson
                purchase of oil and gas
                properties from related parties
            
            
            -
            
            
            
            -
            
            
            
            (3,817,432
            )
            
            
            -
            
            
            
            (3,817,432
            )Issuance
                of common shares for
                services-May
                10, 2007 ($0.72 per
                share)
            
            
            500,000
            
            
            
            500
            
            
            
            359,500
            
            
            
            -
            
            
            
            360,000-August
                1, 2007 ($0.31 per
                share)
            
            
            100,000
            
            
            
            100
            
            
            
            30,400
            
            
            
            -
            
            
            
            30,500Issuance
                of common shares under
                terms of and extension of notes payable-May
                10, 2007 ($1.00 per
                share)
            
            
            200,000
            
            
            
            200
            
            
            
            199,800
            
            
            
            -
            
            
            
            200,000-August
                31, 2007 ($1.00 per
                share)
            
            
            100,000
            
            
            
            100
            
            
            
            99,900
            
            
            
            -
            
            
            
            100,000Amortization
                of stock
                options
            
            
            -
            
            
            
            -
            
            
            
            738,599
            
            
            
            -
            
            
            
            738,599Fair
                value of warrants issued in
                conjunction with loans
            
            
            -
            
            
            
            -
            
            
            
            53,249
            
            
            
            -
            
            
            
            53,249Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (3,232,124
            )
            
            
            (3,232,124
            )Balance,
                August 31,
                2007
            
            
            53,489,662
            
            
            $
            53,490
            
            
            $
            7,093,980
            
            
            $
            (3,817,250
            )
            
            $
            3,330,220Intrinsic
                value of beneficial
                conversion feature of, and relative fair value of common shares and
                warrants issued in conjunction with convertible secured notes issued
                on
                September 10, 2007
            
            
            1,500,000
            
            
            
            1,500
            
            
            
            1,398,210
            
            
            
            -
            
            
            
            1,399,710Issuance
                of common shares for
                services-
                September 10, 2007($0.32per
                share)
            
            
            300,000
            
            
            
            300
            
            
            
            95,700
            
            
            
            -
            
            
            
            96,000-
                September 12, 2007($0.32per
                share)
            
            
            51,725
            
            
            
            52
            
            
            
            16,500
            
            
            
            -
            
            
            
            16,552Issuance
                of common shares under
                terms of note payable, September 14, 2007 ($0.37 per
                share)
            
            
            11,720
            
            
            
            11
            
            
            
            4,324
            
            
            
            -
            
            
            
            4,335Issuance
                of units for cash in
                private placement, September 20, 2007 ($0.40 per
                unit)
            
            
            1,250,000
            
            
            
            1,250
            
            
            
            498,750
            
            
            
            -
            
            
            
            500,000Amortization
                of stock
                options
            
            
            -
            
            
            
            -
            
            
            
            380,512
            
            
            
            -
            
            
            
            380,512Net
                loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,888,787
            )
            
            
            (1,888,787
            )Balance,
                November 30,
                2007
            
            
            56,603,107
            
            
            $
            56,603
            
            
            $
            9,487,976
            
            
            $
            (5,706,037
            )
            
            $
            3,838,542






The
      accompanying notes are an integral
      part of these consolidated financial statements.


7


GULF
      WESTERN PETROLEUM
      CORPORATION


(A
      DEVELOPMENT STAGE
      COMPANY)


NOTES
      TO CONSOLIDATED FINANCIAL
      STATEMENTS


(Unaudited)







NOTE
      1 – ORGANIZATION AND BUSINESS
      OPERATIONS




Gulf
      Western Petroleum Corporation
      (“Gulf Western”) was incorporated on February 21, 2006 in the State ofNevadaas
“Georgia
      Exploration,
      Inc.”.   The name was changed to Gulf Western on March 8,
      2007.  Gulf Western is engaged in the acquisition, exploration and
      development of oil and natural gas reserves in theUnited States.  Gulf
      Western holds oil and
      gas lease interests inTexas,KansasandKentucky.  Gulf
      Western is actively
      engaged in the drilling and development of Frio formation wells located in
      Dewitt andLavaca
      County,Texas;
      it holds proved undeveloped reserves
      inWharton
      County,Texas;
      and it is engaged in a supply and
      infrastructure development program inSoutheast Kansas.   Gulf
      Western also
      holds oil and gas lease interests in the State ofKentuckythat
      are exploratory in
      nature.




On
      January 3, 2007, Gulf Western and
      Wharton Resources Corp. (“Wharton” or “Wharton Corp.”) consummated a merger that
      was effected through a reverse merger with the oil and gas lease interests
      and
      reserves held by Wharton becoming the primary core assets of Gulf
      Western.   Concurrent with the merger, Wharton’s executive
      management and directors assumed control and responsibility for Gulf Western’s
      activities and its strategic direction.   The merger effected a
      change in control of Gulf Western and immediately following the merger,
      Wharton’s former stockholders held approximately 71.4% of Gulf Western’s issued
      and outstanding common shares.




For
      Securities and Exchange Commisssion
      ("SEC") reporting purposes, the merger between Gulf Western and Wharton was
      treated as a reverse merger with Wharton being the “accounting acquirer” and,
      accordingly, it assumed Gulf Western’s reporting obligations with the
      SEC.   In accordance with SEC requirements, the historical
      consolidated financial statements and related disclosures presented herein
      for
      the period prior to the date of merger (i.e., January 3, 2007) are those of
      Wharton since its inception on January 20, 2005.   In conjunction
      with the merger, each outstanding share of Wharton was converted into 25,000
      common shares in Gulf Western with a total of 30,000,000 common shares issued
      to
      the former Wharton stockholders.  Of the 27,645,000 shares of Gulf
      Western outstanding at the time of the merger, 15,645,000 shares of Gulf
      Western’s outstanding common stock were cancelled concurrent with the closing of
      the merger.   Immediately following the merger, a total of
      42,000,000 shares of common stock were issued and
      outstanding.




The
      accompanying unaudited interim consolidated financial statements of Gulf Western
      have been prepared in accordance with accounting principles generally accepted
      in the United States of America and the rules of the SEC, and should be read
      in
      conjunction with the audited consolidated financial statements and notes thereto
      contained in Gulf Western’s Annual Report on Form 10-KSB filed with the SEC on
      November 29, 2007.  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 consolidated financial statements which would
      substantially duplicate the disclosures contained in the audited consolidated
      financial statements for the most recent fiscal year ending August 31, 2007
      as
      reported in its Form 10-KSB have been omitted.





NOTE
      2 – SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES




Basis
      of
      presentation




Gulf
      Western’s consolidated balance
      sheets and related consolidated statements of operations, stockholders’ equity
      and cash flows for the periods from inception through November 30, 2007 are
      presented in U.S. dollars and have been prepared in accordance with accounting
      principles generally accepted in the United States of America (“GAAP”) and the
      rules of the Securities and Exchange Commission.




The
      accompanying consolidated financial
      statements are prepared in accordance with Statement of Financial Accounting
      Standards (“SFAS”) No. 7, Accounting and Reporting by Development Stage
      Enterprises.




8


Use
      of estimates




The
      preparation of financial statements
      in conformity with generally accepted accounting principles in theUnited Statesrequires
      management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements, and the reported amounts of revenues and expenses during the
      reporting periods.  Actual results could materially differ from those
      estimates.




Management
      believes that it is
      reasonably possible the following material estimates affecting the consolidated
      financial statements could significantly change in the coming
      year:  (1) estimates of proved oil and gas reserves, and (2) forecast
      forward price curves for natural gas and crude oil.   The oil and
      gas industry in theUnited
      Stateshas historically
      experienced substantial commodity price volatility, and such volatility is
      expected to continue in the future.   Commodity prices affect the
      level of reserves that are considered commercially recoverable; significantly
      influence Gulf Western’s current and future expected cash flows; and impact the
      valuation of proved reserves.




Accounts
      receivable




Gulf
      Western routinely assesses the
      recoverability of all material trade, joint interest and other receivables.
      Gulf
      Western accrues areserve
      on a receivable when, based on
      the judgment of management, it is probable that a receivable will not be
      collected and theamount
      of any reserve may be reasonably
      estimated. Actual write-offs may exceed the recorded allowance. No allowance
      fordoubtful
      accounts was considered
      necessary atNovember 30,
      2007 andAugust 31,
      2007.




Oil
      and gas
      properties




Gulf
      Western 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.  Such costs
      include lease acquisition, geological and geophysical activities, rentals on
      non-producing leases, drilling, completing and equipping of oil and gas wells
      and administrative costs directly attributable to those activities and asset
      retirement costs. Disposition of oil and gas properties are accounted for
      as a reduction of capitalized costs, with no gain or loss recognized unless
      such
      adjustment would significantly alter the relationship between capital costs
      and
      proved reserves of oil and gas, in which case the gain or loss is recognized
      to
      income.




Depletion
      and depreciation of proved oil
      and gas properties is calculated on the units-of-production method based upon
      estimates of proved reserves.  Such calculations include the estimated
      future costs to developed proved reserves.  Oil and gas reserves are
      converted to a common unit of measure based on the energy content of 6 Mcf
      of
      gas to one barrel of oil. Costs of undeveloped properties are not included
      in
      the costs subject to amortization. These costs are assessed periodically for
      impairment.




Ceiling
      test




In
      applying the full cost method, Gulf
      Western 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 November 30, 2007, no impairment of oil and
      gas properties was recorded.




Oil
      and gas properties, not subject to
      amortization




Gulf
      Western holds oil and gas interests
      inTexas,KansasandKentuckypursuant
      to lease
      agreements.  Gulf Western is currently drilling and interconnecting
      Frio formation wells located in Dewitt andLavaca County,Texas.  Upon
      interconnection and
      commencement of commercial production from the Frio formation wells, Gulf
      Western will amortize (on a unit-of-production basis) capital costs incurred
      in
      the acquisition, geological and geophysical, drilling, development and
      interconnection of the Frio oil and gas interests that were incurred and that
      are included in oil and gas properties.   Such amortization will
      be applied to actual sales of production realized by Gulf Western from its
      interests in the wells, and will be based on initial estimated proved
      recoverable reserves.  Estimated proved reserves used in the
      derivation of the oil and gas properties amortization rate will be further
      refined by Gulf Western as specific production and decline rates are
      ascertained,  and ultimate economically recoverable proved reserve
      quantities are developed by Gulf Western’s petroleum reservoir
      engineers.




9


The
      amortization of the oil and gas
      properties not classified as proved begins when the oil and gas properties
      become proved, or their values become impaired. Gulf Western assesses the
      realizability of its properties not characterized as proved on at least an
      annual basis or when there is or has been an indication that an impairment
      in
      value may have occurred.  The impairment of properties not classified
      as proved is assessed based on management’s intention with regard to future
      exploration and development of individually significant properties, and Gulf
      Western’s ability to source capital funding required to finance such exploration
      and development.   If the result of an assessment indicates that
      a property is impaired, the amount of the impairment is added to the capitalized
      costs in its full cost pool and they are amortized over proved
      reserves.




Debt




Gulf
      Western accounts for debt at fair
      value and recognizes interest expense for accrued interest payable under the
      terms of the debt.Principal
      and interest payments due
      within one year are classified as current, whereas principal and interest
      payments for periodsbeyond
      one year are classified as long
      term. Beneficial conversion features of debt are valued and the related amounts
      recorded asdiscounts
      on the debt. Discounts are
      amortized to interest expense using the effective interest method over the
      term
      of the debt. Anyunamortized
      discount upon settlement or
      conversion of debt is recognized immediately as interest
      expense.




Asset
      retirement
      obligations




In
      accordance with SFAS No. 143,
“Accounting for Asset Retirement Obligations” Gulf Western records the fair
      value of a liability for asset retirement obligations (“ARO”) in the period in
      which an obligation is incurred and a corresponding increase in the carrying
      amount of the related long-lived asset. The present value of the estimated
      asset
      retirement cost is capitalized as part of the carrying amount of the long-lived
      asset and is depreciated over the useful life of the asset.  The
      settlement date fair value is discounted at Gulf Western’s credit adjusted
      risk-free rate in determining the abandonment liability.  The
      abandonment liability is accreted with the passage of time to its expected
      settlement fair value. At November 30, 2007 Gulf Western has recorded an
      estimated asset retirement obligation of $51,473, and an accretion expense
      totaling $524 was recorded during the quarter ending November 30,
      2007.   No liabilities were settled during the
      period.




Revenue
      and cost
      recognition




Gulf
      Western uses the sales method to
      account for sales of crude oil and natural gas.  Under this method,
      revenues are recognized based on actual volumes of oil and gas sold to
      purchasers. The volumes sold may differ from the volumes to which Gulf Western
      is entitled based on our interest in the properties. These differences create
      imbalances which are recognized as a liability only when the imbalance exceeds
      the estimate of remaining reserves.  Gulf Western had no production,
      revenue or imbalances as of November 30, 2007 and August 31,
      2007.  Costs associated with production are expensed in the period
      incurred.




NOTE
      3 – GOING
      CONCERN




Gulf
      Western is in its development stage
      and, accordingly, has limited operations and revenues.  Gulf Western
      has raised a combination of secured and unsecured debt and equity financing
      and
      it has incurred operating losses since its inception.  These factors
      raise substantial doubt about Gulf Western’s ability to continue as a going
      concern.   Gulf Western’s ability to achieve and maintain
      profitability and sustainable positive cash flows is dependent on its ability
      to
      source sufficient financing to fund the acquisition, drilling and development
      of
      existing and future oil and gas interests.   Management is
      seeking financing that it believes would allow Gulf Western to establish and
      sustain commercial production.   There are no assurances that
      Gulf Western 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 Gulf Western or its stakeholders.  The consolidated
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.




10


NOTE
      4 - RELATED PARTY
      TRANSACTIONS




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




Mound
      Branch Project,Elk County,Kansas




On
      January 30, 2007, Gulf Western
      purchased Orbit Energy, LLC’s (“Orbit”) working and net revenue interests in
      approximately 8,800 gross acres located in Elk County, Kansas together with
      its
      interests in drilled wells and associated equipment (the “Mound Branch
      Project”). Gulf Western’s purchase price totaled $6.8 million, and consideration
      paid to Orbit was comprised of: a) $760,947 of funds advanced by Gulf Western
      to
      Orbit for testing and evaluation of the existing well bores, reservoir
      formations and associated lease acreage; b) a thirty-six month $2.0 million
      10%
      convertible note with principal due at maturity; and c) 4,039,053 common shares
      of Gulf Western with a fair value of $1.00 per common share at the time of
      issuance.




The
      Gulf Western shares issued to Orbit
      for the purchase were placed in escrow (“Orbit Escrow Shares”) 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 valuation be less than the $6.8 million purchase
      price, then the number of shares to be released from escrow will be ratably
      reduced for the lower valuation.  Gulf Western shares remaining in
      escrow at the end of the twelve month period ending January 30, 2008 are to
      be
      cancelled and returned to Gulf Western’s treasury.   To date no
      shares have been released from escrow.




In
      accordance with SEC requirements and
      for financial reporting purposes, the acquisition of the Mound Branch Project
      from Orbit was treated as a transaction between entities under common control
      and recorded on Gulf Western’s records at Orbit’s historical cost in acquired
      assets of $3,227,568.  The difference between the $6.8 million
      purchase price and Orbit’s historical cost in the assets was recorded by Gulf
      Western as a deemed dividend which totaled $3,572,432.




Orbit
      is controlled by entities owned
      and managed by significant shareholders of Gulf Western, who are also directors
      and senior officers of Gulf Western.  Wm. Milton Cox and Bassam Nastat
      collectively own 100% of Orbit through Mr. Cox’s ownership of CodeAmerica
      Investments LLC (“CodeAmerica”), and Mr. Nastat’s management of Paragon
      Capital, LLC (“Paragon”). Mr. Cox’s, Gulf Western’s Chairman and CEO, and Mr.
      Nastat’s, Gulf Western’s President and Director, current direct and indirect
      common share holdings in Gulf Western total approximately 26.5 million shares
      or
      46.8% of the current issued and outstanding common shares.  Messrs.
      Cox and Nastat through their director and senior officer positions in Gulf
      Western and their common share holdings in Gulf Western collectively exercise
      substantive control over Gulf Western.




Immediately
      prior to the acquisition of
      Mound Branch from Orbit on January 30, 2007, Messrs. Cox and Nastat held a
      combined 22.5 million common shares, or 49.6% of the then issued and outstanding
      common shares of Gulf Western.   The 4,039,053 common shares
      issued to Orbit increased their direct and indirect holdings in Gulf Western
      to
      52.5% of the then issued and outstanding common shares.  Should the
      independent fair market appraisal of the assets acquired be less than the
      purchase price, the shares of common stock released to Orbit will be ratably
      reduced for the lower valuation, and Messrs. Cox’s and Nastat’s direct and
      indirect combined holdings in Gulf Western will be reduced.




Orbit
      served as operator of the Mound
      Branch Project at the time of Gulf Western’s acquisition of the oil and gas
      interests from Orbit.  Since the acquisition of the Mound Branch
      interests, Gulf Western has been funding 100% of the costs billed by Orbit
      for
      the testing and evaluation of the existing well bores, reservoir formations
      and
      associated lease acreage together with bearing 100% of the joint interest
      billings.  As of November 30, 2007, the share of costs not
      attributable to Gulf Western’s working interest ownership in the properties are
      recorded as a receivable from the joint interest partners in the amount of
      $198,073.  Gulf Western expects to recover this amount from the other
      working interest owners in the Mound Branch Project.




11




In
      addition to the $760,747 paid by Gulf
      Western and applied as consideration against the purchase price from Orbit,
      Orbit has billed to Gulf Western $636,684, of which $7,909 remains outstanding
      and is recorded as a payable to related party as of November 30,
      2007.  In the aggregate Gulf Western has incurred costs totaling
      $1,397,431 on the testing and evaluation of the Mound Branch Project of which
      $1,389,522 has been remitted to Orbit.


Gulf
      Western is continuing with its
      Mound Branch Project reserve and infrastructure development program, and
      continues to pursue financing principally through project financing and joint
      interest participation to fund the nextphases of the project.




Advances
      from
      Stockholder




From
      time to time during Gulf Western’s
      development, stockholders have expended amounts on behalf of Gulf Western and
      loaned the Company funds to meet operating and capital
      requirements.  During the three months ended November 30, 2007, Gulf
      Western repaid CodeAmerica $120,000 for cash advances made to Gulf Western
      in
      May and April 2007, and remitted $106,213 to CodeAmerica for unpaid fees for
      services and expenses that were outstanding at August 31,
      2007.  Amounts totaling $191,041 for expenditures paid on behalf of
      Gulf Western by CodeAmerica remain outstanding at November 30,
      2007.  The cash advances are due on demand.




NOTE
      5 – OIL AND GAS
      PROPERTIES




All
      of Gulf Western’s oil and gas
      properties are located in theUnited States.No
      amortization of expensehas beenrecordedby
      Gulf Western since its inceptionas no production or saleshasoccurredthrough
      the period ending November 30,
      2007.




Oil
      and gas property costs classified as
“Properties subject to amortization” at November 30, 2007 total $2,821,994 and
      are principally associated with Gulf Western’s investment in the Oakcrest
      prospect located in Wharton County, Texas, and its capital investments in the
      Shamrock Frio formation project located in Dewitt County, Texas. Amortization
      of
      these costs will commence upon the establishment of initial production by Gulf
      Western.  Gulf Western holds interests in five Shamrock wells that
      commenced commercial production in December 2007.  The total oil and
      gas properties costs classified as “Properties subject to amortization” will be
      amortized on a unit of production basis over the estimated future recoverable
      proved reserves under the full cost method of accounting.




Oil
      and gas property costs excluded from
      amortization at November 30, 2007, and identified on the consolidated balance
      sheet as “Properties not subject to amortization”, are as
      follows:




Fiscal
                Year
                Incurred
            
            Acquisition
              Costs
            
            
            Exploration
              Costs
            
            
            Total2006
            
            $
            12,000
            
            
            
            -
            
            
            $
            12,0002007
            
            
            1,422,666
            
            
            
            3,661,996
            
            
            
            5,084,6622008
            
            
            70,672
            
            
            
            633,844
            
            
            
            704,516Total
            
            $
            1,505,339
            
            
            
            4,295,839
            
            
            $
            5,801,178





The
      above oil and gas property costs not
      subject to amortization are associated with Gulf Western’s investments in the
      Brushy Creek Frio formation project located inLavaca County,Texas;
      the Mound Branch project inElk County,Kansas;
      and theBelland
      Baxter Bledsoe prospects in the
      State ofKentucky.
      Gulf Western expects that the
      execution of its fiscal year 2008 capital investment program, including further
      technical and commercial evaluations conducted therewith, will result in the
      majority of the property costs currently categorized as “Properties not subject
      to amortization” being attributed to proved reserves, and accordingly
      re-classified to “Properties subject to amortization” upon such
      determination.




12


NOTE
        6 – SECURED CONVERTIBLE NOTES
        PAYABLE


Senior
      Secured Convertible Notes
      Payable




On
      September 10, 2007, Gulf Western
      entered into a Security Purchase Agreement (the“SPA”)
      with two lenders under which Gulf
      Western borroweda total of$3,700,000
      under Senior Secured Convertible
      Notes (the “Convertible Notes”) with Metage Funds Limited (“Metage”) and NCIM
      Limited (“NCIM”).Gulf Western borrowed
      $3,200,000 from Metage and $500,000 from NCIM.Pursuant to the SPA,
      Gulf
      Western issued 1,500,000 common shares and issued 3,461,538 warrants to purchase
      shares of common stock in Gulf Western at an exercise price of $0.26 per share
      for a period of five years.  The Convertible Notesand related interestare
      convertible into common shares of
      Gulf Western at a price of $0.39 per common shareat or before maturity.   TheConvertible
      Notes bear interest at 15%
      per annum, and mature on September 10, 2008.  Interestfor the first six months
      is due on March
      10, 2008 andis payable
      monthlythereafter; with
      the total principal balancedue at maturity.  Thetotal
      $3,700,000Convertible Notes may
      be
      prepaid at any time after the six month anniversary of the Convertible Notes
      with a 2.5% prepayment penalty.Gulf Western received
      net proceeds of
      $2,944,000 (after $256,000 of placement fees) and the exchange of the $500,000
      NCIM Convertible Secured Note issued on July 3, 2007 for $500,000 of the
      Convertible Notes.




In
      conjunction with the SPA, Gulf
      Western entered into a registration rights agreement (the “Registration Rights
      Agreement”) with the lenders pursuant to which Gulf Westernwas required to:(i)
      file a registration statement with
      the Securities and Exchange Commission with respect to the Common Stock issued
      under the SPA and the Common Stock issuable upon exercise of the Warrants and
      conversion of the Senior Secured Convertible Notes within 60 days after
      September 12, 2007;and
      to: (ii)cause
      such registration statement to be
      declared effective under the Securities Act of 1933, as amended, and the rules
      promulgated there under, not later than 150 days after September 12, 2007.
      If
      such registration statement is not filed by the 60th day after September 12,
      2007, (November 12, 2007), or the registration statement is not declared
      effective on or prior to the 150th day after September 12, 2007, liquidated
      damagesin the form of
      registration rights penalties, calculated based on
      a prescribed
      formula in the SPA, in the maximum amount of $150,000 will be due to the
      lenders.Gulf
      Western evaluated the
      terms and the filing and effectiveness time requirements provided for in the
      Registration Rights Agreement and determined that the incurrence of the
      registration rights penalties was probable and that the financial obligation
      could be estimated at the time the SPA, Registration Rights Agreement and other
      transaction documents were executed.  Gulf Western estimates that the
      maximum registration rights penalties of $150,000 is probable, and the
      registration rights penalties were accounted for in accordance with FASB Staff
      Position No. EITF 00-19-2 whereby the contingent liability of $150,000 was
      accrued as a current liability in the consolidated balance sheet and included
      in
      the allocation of the proceeds from the financing transaction.  This
      resulted in an increase to the debt discount on the issuance of the Convertible
      Notes by $150,000 which will be amortized using the effective interest method
      over the twelve month term of the Convertible Notes.




Gulf
      Western evaluated the terms of the
      Convertible Notes, the issuance of common stock and attached warrants in
      accordance with EITF 98-5 and EITF 00-27, and concluded that the intrinsic
      value
      of the conversion feature of the Convertible Notes represented a beneficial
      conversion feature in the amount of $426,137.
      The relative fair value of the
      warrants and common shares issuedwere $646,791 and $326,782,
      respectively
      asderived through the
      Black-Scholes option pricing model.The
      total discount of $1,399,710associated
      with the intrinsic value of
      the beneficial conversion feature, and the relative fair value of the warrants
      and stockis being
      amortizedtointerest
      expenseusing the effective interest
      method over
      the twelve month term of the Convertible Notes.  The total debt
      discount, including the registration rights penalties, on the issuance of the
      Convertible Notes was $1,549,710.




The
      principal assumptions used in the
      Black-Scholes valuation model to determine theintrinsic value of the
      conversion
      feature of the Convertible Notes and the relative fair value of the warrants
      and
      common shares issued were: a risk-free interest rate of 4.0%; the current stock
      price on the date of issuance of $0.32 per common share; the exercise price
      of
      the warrants of $0.26 per share; expected warrant term of five years; conversion
      price of $0.39 per common share, volatility of 121.16%; and a dividend yield
      of
      0.0%.




The
      Convertible Notes are secured by a
      lien on substantially all of the assets of the Gulf Western, including all
      of
      the equity interests of the Gulf Western’s subsidiaries and the Gulf Western’s
      rights in certain real property, pursuant to the terms of a Security Agreement
      and Pledge Agreement entered into in connection with the closing of transactions
      under theSPA.In
      addition, Gulf Western Petroleum, LP,
      Wharton Resources Corp. and Wharton Resources LLC, each a wholly-owned
      subsidiary of Gulf Western, entered into a Guaranty with the Buyers, whereby
      each of the subsidiaries guaranteed the payment and performance of all
      obligations of Gulf Western under theConvertibleNotes
      and terms of theSPA.Gulf
      Western Petroleum, LP also entered
      into a Mortgage, Deed of Trust, Assignment of Production, Security Agreement,
      Fixture Filing and Financing Statement with respect to certain properties inTexasandKansasto
      secure the obligations of Gulf
      Western under theSPAand
      theConvertibleNotes.




13


In
      conjunction with the Convertible Notes, Gulf Western issued 300,000 shares
      of
      common stock to a placement agent valued at $96,000 ($0.32 per share) and cash
      fees totaling $256,000.  A total of $352,000 was recorded as deferred
      financing costs, and are being amortized using the effective interest method
      over the one year life of the debt.  During the three months ended
      November 30, 2007, deferred financing costs of $78,115 were charged to interest
      expense associated with the issuance of the Convertible Notes.  If the
      Convertible Notes are converted or repaid prior to the maturity date, any
      unamortized cost at the time of conversion or repayment will be immediately
      recognized and charged to net income.




Convertible
      Secured
      Note




On
      July 3, 2007, Gulf Western borrowed
      $500,000 under an eighteen-month convertible secured note from NCIM with a
      maturity date of January 3, 2009.   Under the terms of the
      convertible note, principal repayments were scheduled to commence in October
      2007 at $33,333 per month and the note bore interest at a rate of 12.0% per
      annum, payable quarterly.   The note provided the lender the
      right to convert all or part of the outstanding balance into shares of common
      stock at a conversion rate of $0.45 per share, and could be repaid by Gulf
      Western at any time at 105% of the then outstanding principal and accrued
      interest.  In conjunction with the Convertible Notes issued September
      10, 2007, this note was exchanged for the NCIM Convertible
      Note.




Short-Term
      Convertible
      Note




On
      September 14, 2007, Gulf Western
      repaid in full $250,000 under a short term convertible note payable issued
      in
      June 2007 to a private investor.  Gulf Western paid $6,329 in interest
      in connection with the repayment of the note.




Orbit
      Energy, LLC Mound Branch
      Convertible Note




As
      consideration to Orbit Energy, LLC
      for Gulf Western’s purchase of its interests in the Mound Branch Project, Gulf
      Western issued a thirty-six month $2.0 million unsecured convertible note dated
      January 30, 2007 with principal due at maturity, bearing interest at 10.0%
      per
      annum due quarterly in arrears (the “Orbit Note”).   Pursuant to
      the terms of the Orbit Note, after the initial twelve months: a) Orbit has
      the
      ability to convert the outstanding principal and interest balance into common
      shares at a conversion price of $1.00 per common share, and b) Gulf Western
      may
      prepay all or a portion of the convertible loan without
      penalty.   In the event of a change in control of Gulf Western,
      the maturity of the unsecured Orbit Note is accelerated and $2.0 million and
      accrued interest becomes due.




On
      July 3, 2007, Gulf Western and Orbit
      amended the Orbit Note to provide that interest payable by Gulf Western for
      the
      first quarter on the note was deferred until the interest due date for the
      second quarter. Accrued interest through October 31, 2007 totaling $150,137
      was
      paid by Gulf Western to Orbit on November 20, 2007.  At November 30,
      2007 the outstanding principal under the note is $2.0 million and accrued
      interest totals $16,438.




NOTE
      7 – STOCKHOLDERS’
EQUITY




Issuance
      of Common Shares and Warrants
      In Private Placement Offerings




On
      September 20, 2007, Gulf Western
      completed a private placement transaction for 1,250,000 units at a price of
      $0.40 per unit for aggregate proceeds of $500,000.  Each unit
      consisted of one common share, one Class C Warrant and one Class D
      Warrant.  Each Class C Warrant may be exercised at a price of $0.65
      per share for a period of 3 years to acquire one additional share of common
      stock of Gulf Western.   Each Class D Warrant may be exercised at
      a price of $2.00 per share for a period of three years to acquire one additional
      share of common stock.




The
      relative fair value of the common
      shares and the Class C and Class D Warrants for the private placement
      transactions closed on September 20, 2007, was as follows:




14




Securities
                Issued
            
            Relative
              Fair
                ValueCommon
                Shares (1,250,000
                shares)
            
            $
            265,918Class
                C Warrants (1,250,000
                shares)
            
            
            145,384Class
                D Warrants (1,250,000
                shares)
            
            
            88,698Total
                placement
            
            $
            500,000





The
      relative fair value of the Class C
      and Class D Warrants issued in connection with the units sold were estimated
      using the Black-Scholes valuation model.   The parameters used in
      the Black-Scholes valuation model were: a risk-free interest rate of 4.19%;
      the
      current stock price on the date of issuance of $0.33 per common share; the
      exercise price of the warrants of $0.65 and $2.00 per share, respectively;
      expected terms of three years; volatility of 108%; and a dividend yield of
      0.0%.




Shares
      Issued for
      Services




During
      the three months ended November
      30, 2007, Gulf Western issued 51,725 common shares to consultants for their
      services to Gulf Western.  The shares issued for services were valued
      at $16,552, which was determined based on the share price on the date that
      Gulf
      Western became obligated to issue the shares to the
      consultants.




NOTE
      8 – WARRANTS




Warrants
      outstanding and exercisable as
      of November 30, 2007, are summarized below:




Exercise
            
            
            Weighted
              Average
              Remaining
            
            
            Number
                of
                WarrantsDescription
            
            Price
            
            
            Life
                (years)
            
            
            Outstanding
            
            
            ExercisableSeries
                A – Convertible unsecured
                debentures
            
            $
            1.25
            
            
            
            0.10
            
            
            
            85,000
            
            
            
            85,000Class
                A Warrants issued in private
                placements
            
            $
            2.00
            
            
            
            2.42
            
            
            
            6,442,500
            
            
            
            6,442,500Class
                B Warrants issued in private
                placements
            
            $
            3.00
            
            
            
            2.42
            
            
            
            6,442,500
            
            
            
            6,442,500Class
                C Warrants issued in private
                placements
            
            $
            0.65
            
            
            
            2.81
            
            
            
            1,250,000
            
            
            
            1,250,000Class
                D Warrants issued in private
                placements
            
            $
            2.00
            
            
            
            2.81
            
            
            
            1,250,000
            
            
            
            1,250,000Warrants
                issued in connection with
                senior secured convertible note
            
            $
            0.26
            
            
            
            4.79
            
            
            
            3,461,538
            
            
            
            3,461,538Convertible
                Secured
                Note
            
            $
            0.30
            
            
            
            2.59
            
            
            
            125,000
            
            
            
            125,000Short
                Term
                Note
            
            $
            0.32
            
            
            
            2.58
            
            
            
            200,000
            
            
            
            200,000Placement
                agent
                warrants
            
            $
            0.40
            
            
            
            1.60
            
            
            
            100,000
            
            
            
            100,000Total
            
            
            
            
            
            
            
            
            
            
            19,356,538
            
            
            
            19,356,538





No
      warrants were exercised, cancelled or
      expired during the three months ended November 30, 2007.  On November
      30, 2007, Gulf Western’s common share price closed at $0.41 per share. The
      intrinsic value of warrants outstanding as of November 30, 2007 was
      $551,981.




15


Item
                  2.
              Plan
                  of Operations
  The
        following Plan of Operations should be read in conjunction with our consolidated
        financial statements and related notes included elsewhere in this Form 10-QSB.
        Our consolidated financial statements 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”
and “our” refer to Gulf Western Petroleum Corporation, unless otherwise
        indicated.
  We
        are an
        oil and natural gas exploration and development company.  We have not
        generated operating revenues since our inception on January 20, 2005 through
        the
        end of the period covered by this quarterly report.  We are a
        development stage company, and our consolidated financial statements contained
        herein are prepared in accordance with SFAS No. 7, Accounting and Reporting
        by
        Development Stage Enterprises.  This quarterly report, including the
        consolidated financial statements and notes contained herein together with
        this
        Plan of Operations, should be read in conjunction with the description of
        our
        business and the description of our properties contained in our Annual Report
        on
        Form 10-KSB for the year ended August 31, 2007.
  We
        are
        engaged in the acquisition, exploration and development of oil and natural
        gas
        reserves in the United States.  We currently hold oil and gas lease
        interests in Texas, Kansas and Kentucky.  Our Texas Frio formation
        Shamrock and Brushy Creek Projects consist of oil and gas interests in eleven
        producing non-operated wells that were drilled, completed and interconnected
        during calendar year 2007.  These eleven wells commenced commercial
        production during the months of December 2007 and January 2008.
  As
        of
        August 31, 2007, we hold proved undeveloped reserves in our Oakcrest Prospect
        located in Wharton County, Texas with estimated proved recoverable reserves
        of
        approximately 5.7 Bcfe and 3.9 Bcfe gross and net to our interests,
        respectively.  We are actively pursuing financing to initiate the
        drilling of our Oakcrest Prospect reserves.  We are also engaged in a
        natural gas supply and gas gathering system development project in Southeast
        Kansas to develop and interconnect wells in the Mound Branch
        Prospect.  The Mound Branch Project has shut in “behind pipe” oil and
        gas reserves and estimated potential net recoverable reserves associated
        with
        wells to be drilled in connection with a 150-well three-year drilling program.
        We intend to fund this through
        project financing, joint interest participation or other agreements that
        could
        entail a scaling back of our economic participation in the gathering system in order
        to effect the
        construction of the infrastructure necessary to deliver wellhead production
        from
        existing wells, and new wells to be drilled into downstream consuming
        markets.  Wealso hold exploratory oil and gas lease interests
        in Kentucky on our Baxter Bledsoe and Bell Prospects for which we believe
        that
        we will be able to determine potential recoverable reserves estimates once
        an
        initial exploratory well is drilled.
  Since
        our inception, we have funded our
        oil and gas exploration and development activities, and our operating and working capital
        requirements,
        through the issuance of equity and debt securities, and through the contribution
        of funds and services by our officers and directors, some of which are also
        our
        principal shareholders.   Our issuances of securities
        have
        involved, among other things, a
        series of private equity placements with units consisting of common shares
        and
        warrants, the issuance of convertible securities in the form of secured notes
        and various bridge and short term notes.
  Our
        monthly net operating cash requirements, including interest payments, are
        approximately $75,000 each month.  Our available cash at December 31,
        2007 was $19,500.  To execute our business plan, we will be required
        to raise substantial capital in the near term.  While production from
        our Shamrock and Brushy Creek Projects is expected to provide revenues and
        cash
        flows to fund some of our operating cash requirements over the next twelve
        months, we will need to rely primarily on external sources of financing to
        fully
        fund our operating cash requirements, capital expenditure program and to
        meet
        debt service obligations.  An interest payment of $265,500 for the
        first six months on the convertible notes is due on March 10, 2008, and $46,250
        each month thereafter until the notes mature on September 10, 2008 or are
        converted into shares of our common stock.  If the notes are not
        converted by the noteholders prior to their maturity, we will require additional
        external financing to meet our $3.7 million principal debt service
        obligation.


16




Over
        the
        next twelve months, we intend to use substantially all of our funds as they
        become available to fund our operating cash requirements of $1.4 million;
        to
        fund our $11.7 million exploration and development projects; and to meet
        our
        $3.7 million debt principal repayment obligations on the convertible
        notes.  Investments related to our exploration and development
        projects include approximately (i) $8.9 million to drill a minimum of two
        Oakcrest Prospect wells in Texas; (ii) $1.3 million on the development of
        the
        gas supply and gathering system for the Mound Branch Project; (iii) $1.2
        million
        for other prospect identification, screening, evaluation and development;
        and
        (iv) $300,000 to drill a test exploration well in Kentucky on the Baxter
        Bledsoe
        Prospect.
  Estimated
                  Funding Requirements During the Twelve
                  Months Ending November 30, 2008Exploration,
                  drilling, development and operating expendituresOakcrest
                  Prospect – Drilling and completion of two Wilcox formation
                  wells
              
              $
              8,900,000Mound
                  Branch Project – Development of natural gas reserves and gas gathering
                  system
              
              
              1,300,000Baxter
                  Bledsoe Prospect - Drill initial exploratory well
              
              
              300,000Other
                  prospects
              
              
              1,200,000Debt
                  service, principal on convertible notes
              
              
              3,700,000Operating,
                  general and administrative, and interest, net(1)
              
              
              900,000Working
                  capital
              
              
              500,000Total
              
              $
              16,800,000
 
  (1)
              Operating,
                  G&A and debt interest, net of estimated operating cash flows from
                  our
                  interests in the Shamrock and Brushy Creek Projects production.
                  Average
                  daily Shamrock production net to our interests is currently approximately
                  352 Mcf per day, and Brushy Creek production net to our interests
                  is
                  currently approximately 235 Mcf per day.   The current
                  estimated average wellhead net back price being realized by us is
                  approximately $7.25 per Mcf.
   The
        status of our current oil and gas projects and prospects, specific milestones
        and steps necessary to accomplish each milestone, timeframe and funding
        necessary are:
  Texas
        Shamrock and Brushy Creek Projects
 
 The
        five
        Frio formation wells that comprise the Shamrock Project have all been drilled,
        completed and interconnected into the downstream sales line.  Sales
        from the wells commenced on December 11, 2007.   Under current
        operating pressure conditions average daily gross production is estimated
        to be
        approximately 750 Mcf – 850 Mcf per day for the five wells in total, and we hold
        an average net revenue interest of approximately 45.4% in the five
        wells.  We have funded all required capital expenditure investments in
        the Shamrock Project associated with our net interest.
 
 We
        participated in the drilling of seven Frio formation wells that constituted
        the
        Brushy Creek IV, V and VI Projects.   Five of the wells have been
        completed in the Frio formation and production sales have
        commenced.  A sixth well has been completed into the shallower
        Miocene formation, and sales of production has commenced.  The seventh
        well is not currently scheduled for completion.  The average daily
        gross production from the six completed wells is estimated to be approximately
        925 Mcf – 1,000 Mcf per day, and we hold an average net revenue interest of
        25.5% in the six wells.  We have funded all required capital
        investment in the Brushy Creek IV, V and VI Projects  associated with
        our net interest.
 
 We
        are
        currently evaluating participation in the drilling of three additional Frio
        formation wells that are part of the Brushy Creek VII Project; however, we
        have
        not yet made a definitive determination as to whether we will participate
        in the
        three additional wells.   Should we participate in the Brushy
        Creek VII Project, our share of capital expenditures in the three wells will
        total approximately $928,000 net to our interest.


17


Texas
      Oakcrest (Wilcox
      formation) Prospect




We
      hold
      oil and gas lease interests in Wharton County, Texas.  Third party
      technical reserve evaluations attribute total proved undeveloped recoverable
      natural gas and condensate Wilcox formation reserves of approximately 3.9 Bcfe,
      net to our interests.  Technical evaluations also identify substantial
      probable and possible reserves that are attributable to our lease interests,
      as
      of August 31, 2007.  For the Oakcrest Prospect, the Wilcox formation
      is found at a depth of approximately 11,000 to 12,500 feet, and the capital
      expenditure requirement to drill and complete each Wilcox well is approximately
      $4.5 million per well, net to our interest.




The
      location for the first well to be drilled has been identified, surveyed and
      staked, and a preliminary drilling permit has been secured.  Under the
      terms of our oil and gas lease, we have an obligation to spud an initial well
      before September 1, 2008.  Approximately, 45 days are required to
      drill a well with approximately 15 days necessary to complete a well once
      drilled.  After the completion of a well, we have an obligation to
      maintain a continuous drilling schedule with no more than 120 days elapsing
      between completion of a well and the spudding of a new well.  Parcels
      of acreage drilled that are capable of production are “held by production” and
      bear a 23.75% landowner and overriding royalty burden.




Our
      next
      major milestone for the Oakcrest Prospect is to secure financing to fund the
      drilling of a minimum of two wells.  We will require $8.9 million to
      fund our capital expenditure requirements to accomplish this
      milestone.   The lead time necessary to schedule a drilling rig
      capable of drilling to necessary depths is approximately 60
      days.  Thus, in order to accomplish a September 1, 2008 spud date for
      the first well, the placement and funding of financing needs to be completed
      by
      June 1, 2008.   Once financing is secured, we intend to proceed
      to schedule a drilling rig, formalize the drilling permit, commission a drilling
      survey, and acquire a drilling title opinion, all of which will need to be
      accomplished concurrently with the closing of the financing.




Mound
      Branch Reserve and Gathering System Project





The
      Mound
      Branch Project is comprised of two interrelated and interdependent phases
      (completion of the gathering system and the drilling of wells), both of which
      must be accomplished in order to progress the overall Mound Branch program.
      In
      order to source financing necessary to fund a contemplated three year 150-well
      natural gas drilling project, we believe that we will have to demonstrate that
      the 15-mile low pressure gathering system will be built, in service and ready
      to
      transport wellhead production to market once production
      commences.   For either us or other participants to commit to
      financing to construct a low-pressure gas gathering system, we must have
      confidence that investments will be made to drill and develop the natural gas
      reserves that would utilize the gathering system.




The
      next
      major milestone for the Mound Branch Project is for us to secure support for
      and
      commitments to the gas supply drilling program and to the gathering system
      development, both in terms of financial commitments and counterparty commitments
      to participate in their development.   Since our core business is
      the exploration and production of oil and gas reserves, we may find it necessary
      for us to scale back our economic participation in the gathering system in
      order
      for us to expedite its development.  We believe that commitments to
      develop the gathering system will assist us and enhance our  ability
      to raise sufficient funding to undertake a multi-year drilling
      program.




We
      hold
      oil and gas leases for approximately 8,800 acres in Elk County, Kansas with
      expiration dates of 2009 and later.  We have acquired the right of way
      necessary to site and accomplish the construction of the gathering system.
      The
      next milestone for the Mound Branch Project is for us to facilitate and effect
      the construction and interconnection of the gathering system. We are currently
      negotiating with a third party developer to build the gathering system under
      terms that are commercially reasonable to us and which are equitable with the
      level of risk being assumed by the parties.




18


Our
        plan
        of action is to finalize the terms and conditions of the gas gathering system
        with the third party developer during the first three months of
        2008.  The construction period for the gas gathering system is
        approximately 75 – 90 days, and once a deal is in place, we expect that the
        third-party gathering system developer would have the system constructed
        and
        placed in service by the end of our fiscal year on August 31,
        2008.   Concurrent with the gathering system being placed into
        service, our next milestone will be to acquire funding for the initial stage
        of
        our proposed 150-well drilling program.  Assuming completion of the
        gathering system by August 31, 2008, we expect to commence the drilling program
        by the end of the calendar year 2008.
  Based
        on
        our plan of operations, our current available cash is not sufficient to fund
        our
        capital and operating requirements over the next twelve-month period. 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, or if we are able to obtain sufficient
        financing from investors or private lenders but it is on commercial terms
        unacceptable to us or our stockholders, we will be required to scale back
        or
        slow our capital program. Should we raise funds through equity and debt
        placements, existing equity ownership in us could be negatively affected
        due to
        the dilution of existing equity ownership of our
        shares.  Substantially all our assets are pledged as security to the
        lenders.  Therefore, if we are not successful in executing our plan or
        unable to repay the $3.7 million principal balance on the maturity of the
        notes,
        we may be unable to continue our business and as a result may be required
        to
        scale back or cease operations of our business, the result of which would
        be
        that our stockholders would lose some or all of their investment.


Off
      Balance Sheet Arrangements





We
      do not
      have any off balance sheet financial arrangements.





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” in our Annual Report on Form 10-KSB for the year ended
      August 31, 2007, 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.








Item
      3.  Controls and
      Procedures




Evaluation
      of Disclosure Controls and Procedures




As
      of the
      end of the period covered by this report, the Company’s management, including
      its Chief Executive Officer, President and Chief Financial Officer, carried
      out
      an evaluation of the effectiveness of the Company’s disclosure controls and
      procedures pursuant to Rule 13a-15 of the Securities and Exchange Act of 1934,
      as amended (the “Exchange Act”). Based on that evaluation, the Chief Executive
      Officer, President and Chief Financial Officer concluded the following:




19




(i)
            that
                the Company’s disclosure controls and proceduresare
                designed to ensure (a) that information required to be disclosed
                by the
                Company in the reports it files or submits under the Exchange Act
                is
                recorded, processed, summarized and reported, within the time periods
                specified in the SEC’s rules and forms, and (b) that such information is
                accumulated and communicated to the Company’s management, including the
                Chief Executive Officer, President and Chief Financial Officer, as
                appropriate,
                to allow
                timely decisions regarding required disclosure; and




(ii)
            that
                the Company’s disclosure controls and procedures are effective.




Changes
      in Internal Control Over Financial Reporting




There
      have been no changes in the Company’s internal control over financial reporting
      during the three months ended November 30, 2007 that have materially affected,
      or that are reasonably likely to materially affect, the Company’s internal
      control over financial reporting.


20


PART
      II – OTHER
      INFORMATION





Item
                  1.
              Legal
                  Proceedings


We
      know of no material, active or
      pending legal proceedings against us, 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. Recent
              Sale of Unregistered Securities




Effective
      September 27, 2007, our board of directors confirmed and ratified the issuance
      of shares of our common stock, and warrants exercisable for shares of our common
      stock in various transactions during the period June 28, 2007 through September
      27, 2007.  The first issuance related to subscriptions that we
      received from two investors for an aggregate of 1,250,000 Units at a price
      of
      $0.40 per Unit, with aggregate proceeds of $500,000.  Each Unit
      consists of one share of our common stock, one Class C Warrant and one Class
      D
      Warrant.  Each Class C Warrant may be exercised at a price of $0.65
      for a period of 3 years to acquire one additional share of our common
      stock.  Each Class D Warrant may be exercised at a price of $2.00 for
      a period of three years to acquire one additional share of our common
      stock.    The second issuance related to a note issued
      effective June 28, 2007 to a private investor for an aggregate of
      $250,000.  The note was repaid on September 14, 2007.  In
      connection with the issuance of the note, we issued the investor a warrant
      to
      acquire 200,000 shares of our common stock at an exercise price of $0.32 per
      share.  The warrant is exercisable for three years.  The
      third issuance related to the issuance of 100,000 shares effective August 1,
      2007 to an individual for services rendered for us in connection with our Brushy
      Creek prospect.  The fourth issuance related to the issuance of 11,720
      shares to an individual pursuant to the terms of a Convertible Loan Agreement
      between us and a private investor. The loan was for an aggregate of $25,000,
      has
      a term of nineteen months and accrues interest at a rate of 12.0% per
      year.  The fifth issuance was for 100,000 shares of our common stock
      as pursuant to the terms of a loan agreement between us and a lender whereby
      the
      lender advanced a total of $80,000 to one of our subsidiaries.  The
      final issuance was for 51,725 shares pursuant to the terms of a Joint Marketing
      Agreement between us and RedChip Companies, Inc. and we have an obligation
      to
      make subsequent quarterly issuances of $15,000 worth of our common stock to
      RedChip.  All of the shares of common stock and warrants issued were
      to accredited investors pursuant to exemptions under the Securities Act and
      the
      rules and regulations promulgated thereunder, including pursuant to Sections
      4(2) and 4(6), and Rule 506 of Regulation D.




On
      September 12, 2007, we closed and issued 1,000,000 Units at a price of $0.40
      per
      Unit, with each Unit consisting of one share of our common stock of the Issuer,
      one Class A Warrant, and one Class B Warrant, for aggregate proceeds of
      $400,000.   The subscription agreements and associated proceeds
      for the 1,000,000 Units were received prior to our August 31, 2007 fiscal
      year-end, and were reflected in our consolidated financial statements as of
      August 31, 2007.  Each Class A Warrant may be exercised at a price of
      $2.00 for a period of 3 years to acquire one additional common share of the
      Issuer.  Each Class B Warrant may be exercised at a price of $3.00 for
      a period of 3 years to acquire one additional common share of the Issuer. 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.




On
      September 10, 2007, we entered into a Securities Purchase Agreement with Metage
      Funds Limited and NCIM Limited (together, the “Buyers”), pursuant to which,
      among other things, we sold to the Buyers (1) 1,500,000 shares of our common
      stock, par value $0.001 per share, (2) senior secured convertible notes in
      an
      original aggregate principal amount of $3,700,000, and (3) a
      warrant  to purchase up to an aggregate of 3,461,538 shares of the
      Common Stock at an exercise price of $0.26 per share, subject to certain
      adjustments to the number of shares and the exercise price described in the
      warrant.  In addition, we issued 300,000 shares of our common stock to
      Vicarage Capital Limited for services rendered to us in connection with the
      financing.  The securities were sold pursuant to the exemption from
      the registration requirements of the Securities Act provided by Rule 506 of
      Regulation D.




Item
                3.
            Default
                Upon Senior Securities




None




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




None




Item
                5.
            Other
                Information




None




21







Item
              6.
            
            Exhibits3.1
            
            Articles
                of Incorporation of the
                Company (incorporated by reference to Exhibit 3.1 to the Company’s
                Registration Statement (Registration No. 333-133759) on Form SB-2
                filed on
                May 3, 2006).3.2
            
            Certificate
                of Amendment to
                Article of Incorporation of the Company (incorporated by reference
                to
                Exhibit 3.2 to the Company’s Registration Statement (Registration No.
                333-141234) on Form S-8 filed on March 12,
                2007).3.2
            
            Bylaws
                of the Company
                (incorporated by reference to Exhibit 3.2 to the Company’s Registration
                Statement on Form 8-A filed on November 9,
                2006).4.1
            
            Specimen
                Stock Certificate
                (incorporated by reference to Exhibit 4.1 to the Company’s Registration
                Statement on Form 8-A filed on November 9,
                2006).4.2+
            
            2007
                Non-Qualified Stock
                Option  Plan (incorporated by reference to Exhibit 4.1 to the
                Company’s Registration Statement (Registration No. 333-141234) on Form S-8
                filed on  March 12, 2007).10.1
            
            Securities
                Purchase Agreement
                dated as of September 10, 2007 between Gulf Western Petroleum Corporation
                and Metage Funds Limited and NCIM Limited(incorporated
                by reference to
                Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on
                September 13, 2007).10.2
            
            Senior
                Secured Note dated
                September 10, 2007 issued by Gulf Western Petroleum Corporation to
                Metage
                Funds Limited (incorporated by reference to Exhibit 10.2 to the Company’s
                Current Report on Form 8-K filed on September 13,
                2007).10.3
            
            Senior
                Secured Note dated
                September 10, 2007 issued by Gulf Western Petroleum Corporation to
                NCIM
                Limited (incorporated by reference to Exhibit 10.3 to the Company’s
                Current Report on Form 8-K filed on September 13,
                2007).10.4
            
            Warrant
                to Purchase Common Stock
                dated September 10, 2007 issued by Gulf Western Petroleum Corporation
                to
                Metage Funds Limited and NCIM Limited (incorporated by reference
                to
                Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on
                September 13, 2007).10.5
            
            Security
                Agreement dated September
                10, 2007 between Gulf Western Petroleum Corporation, Gulf Western
                Petroleum, LP, Wharton Resources Corp., Wharton Resources LLC and
                Metage
                Funds Limited, in its capacity as collateral agent (incorporated
                by
                reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K
                filed on September 13, 2007).10.6
            
            Pledge
                Agreement dated September
                10, 2007 between Gulf Western Petroleum Corporation, Gulf Western
                Petroleum, LP, Wharton Resources Corp., Wharton Resources LLC and
                Metage
                Funds Limited, in its capacity as collateral agent (incorporated
                by
                reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K
                filed on September 13, 2007).10.7
            
            Guaranty
                dated September 10, 2007
                between Gulf Western Petroleum, LP and Wharton Resources Corp., Wharton
                Resources LLC, for the benefit of Metage Funds Limited and NCIM Limited
                (incorporated by reference to Exhibit 10.7 to the Company’s Current Report
                on Form 8-K filed on September 13, 2007).10.8
            
            Form
                of Texas Mortgage, Deed Of
                Trust, Assignment Of Production, Security Agreement, Fixture Filing
                and
                Financing Statement dated September 10, 2007 by Gulf Western Petroleum,
                LP
                to Thomas J. Perich, as Trustee for the benefit of Metage Funds Limited,
                in its capacity as collateral agent (incorporated by reference to
                Exhibit
                10.8 to the Company’s Current Report on Form 8-K filed on September 13,
                2007).10.9
            
            Form
                of Kansas Mortgage, Deed Of
                Trust, Assignment Of Production, Security Agreement, Fixture Filing
                and
                Financing Statement dated September 10, 2007 by Gulf Western Petroleum,
                LP
                to Metage Funds Limited, in its capacity as collateral agent (incorporated
                by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K
                filed on September 13, 2007).10.10
            
            Registration
                Rights Agreement
                dated September 10, 2007 between Gulf Western Petroleum Corporation
                and
                Metage Funds Limited and NCIM Limited (incorporated by reference
                to
                Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on
                September 13, 2007).31.1*
            
            Section
                302 Certification under Sarbanes-Oxley Act of 2002 of Wm. Milton
                Cox
                (principal executive officer).31.2*
            
            Section
                302 Certification under Sarbanes-Oxley Act of 2002 of Donald L. Sytsma
                (principal financial and accounting officer).32.1*
            
            Section
                906 Certification under Sarbanes-Oxley Act of 2002 0f Wm. Milton
                Cox
                (principal executive officer).32.2*
            
            Section
                906 Certification under Sarbanes-Oxley Act of 2002 0f Donald L. Sytsma
                (principal financial and accounting
                officer).





*
            Filed
                herewith.


+
            Management
                contract or
                compensatory plan or
                arrangement


22


SIGNATURES







Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, as amended, the registrant has duly caused this quarterly report on Form
      10-QSB to be signed on its behalf by the undersigned, thereunto duly
      authorized.




GULF
                WESTERN PETROLEUM CORPORATIONDate:  January
                14, 2008
            By:
            /s/
                Wm. Milton CoxWm.
                Milton Cox, Chairmanand
                Chief Executive Officer






Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, this
      quarterly report on Form 10-QSB has been signed by the following persons in
      the
      capacities and on the dates indicated.




Signature
            
            Capacity
                In Which Signed
            
            Date/s/
                Wm. Milton Cox
            
            Chairman
                and Chief Executive Officer and Director (Principal Executive
                Officer)
            
            January
                14, 2008Wm.
                Milton Cox/s/
                Donald L. Sytsma
            
            Chief
                Financial Officer, Corporate Secretary and  Treasurer and
                Director (Principal Financial and Principal Accounting
                Officer)
            
            January
                14, 2008Donald
                L. Sytsma/s/
                Bassam Nastat
            
            President
                and Director
            
            January
                14, 2008Bassam
                Nastat/s/
                Jay Timothy Altum
            
            Director
            
            January
                14, 2008Jay
                Timothy Altum/s/
                T. Arden McCracken
            
            Director
            
            January
                14, 2008T.
                Arden McCracken






23