**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 
 **Washington,
        D.C. 20549**
 
 **FORM
        10-QSB**
 
 x  QUARTERLY
        REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934
 
 For
        the
        quarterly period ended February 28, 2007
 
 o  TRANSITION
        REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
 For
        the
        transition period from _________________to_________________
 
 Commission
        file number 000-52309
  **Gulf
                  Western Petroleum Corporation**(Exact
                  name of small business issuer as specified in its
                  charter)
 
 **Nevada**
              
              **98-0489324**(State
                  or other jurisdiction of incorporation or organization)
              
              (I.R.S.
                  Employer Identification No.)
 
 **4801
        Woodway Drive, Suite 306W**
 **Houston,
        Texas 77056**
 (Address
        of principal executive offices)
  **(713)
                  355-7001**(Issuer's
                  telephone number)
   
 (Former
        name, former address and former fiscal year, if changed since last
        report)
 
 Check
        whether the issuer: (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days.
     Yes x No o
  
 
  **APPLICABLE
        ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**
 **PROCEEDINGS
        DURING THE PRECEDING FIVE YEARS**
 
 Check
        whether the registrant filed all documents and reports required to be filed
        by
        Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
        under a plan confirmed by a
        court.     Yes o No o
 
 **APPLICABLE
        ONLY TO CORPORATE ISSUERS**
 
 Registrant
        is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o ;   No x
 
 The
        number of shares outstanding of the issuer’s common equity as of April 20, 2007,
        was 49,406,162
        shares of common stock, par value par value $0.001.
 
 Transitional
        Small Business Disclosure Format (Check one):
     Yes o No x
 
 **PART
        I - Financial Information**
 
 **Item
                  1.**
              **Financial
                  Statements**
 
 Our
        financial statements are stated in United States D ollars
        (US$) and are prepared in accordance with United States Generally Accepted
        Accounting Principles.
  
  **GULF
        WESTERN PETROLEUM CORPORATION**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **CONSOLIDATED
        BALANCE SHEETS**
 **At
        February 28, 2007 and August 31, 2006**
 **(Unaudited)**
 
 **ASSETS**
              
              **February
                  28,**
                **2007**
              
              **August
                  31,**
                **2006**Current
                  assetsCash
              
              $
              131,636
              
              $
              312,581Noncureent
                AssetsOffice
                  equipment, net
              
              
              16,173
              
              
              6,022Oil
                  and gas properties, full cost methodProperties
                  not subject to amortization
              
              
              6,090,428
              
              
              910,003Total
                  assets
              
              $
              6,238,237
              
              $
              1,228,606**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIT)**Current
                  liabilitiesAccounts
                  payable
              
              $
              600,260
              
              $
              712,312Accounts
                  payable - related parties
              
              
              45,449
              
              
              3,296Advances
                  from stockholder
              
              
              241,903
              
              
              242,745Stock
                  payable
              
              
              825,000
              
              
              -Due
                  to parent
              
              
              -
              
              
              460,231Accrued
                  interest
              
              
              19,836
              
              
              4,765Notes
                  payable
              
              
              80,000
              
              
              312,500Total
                  current liabilities
              
              
              1,812,448
              
              
              1,735,849Convertible
                  note - related party
              
              
              2,000,000
              
              
              -Convertible
                  debentures
              
              
              -
              
              
              76,883Asset
                  retirement obligation
              
              
              39,700
              
              
              -Total
                  liabilities
              
              
              3,852,148
              
              
              1,812,732STOCKHOLDERS’
                  EQUITY (DEFICIT)Common
                  shares, $.001 par value, 1.2 billion shares authorized, 49,352,162
                  and
                  25,000,000 shares issued and outstanding, respectively
              
              
              49,352
              
              
              25,000Additional
                  paid-in capital
              
              
              4,216,422
              
              
              (24,000
              )Deficit
                  accumulated during the development stage
              
              
              1,879,685
              
              
              (585,126
              )Total
                  stockholders’ equity (deficit)
              
              
              2,386,089
              
              
              (584,126
              )Total
                  liabilities and stockholders’ equity (deficit)
              
              $
              6,238,237
              
              $
              1,228,606
  
  **GULF
        WESTERN PETROLEUM CORPORATION**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **For
        the Three and Six Months Ended February 28, 2007 and 2006 and**
 **the
        Period from Inception (January 20, 2005) through February 28,
        2007**
 **(Unaudited)**
 
 Three
                  Months Ended February 28,2007
              
              Three
                  Months Ended February 28,2006
              
              Six
                  Months Ended February 28,2007
              
              Six
                  Months Ended February 28,2006
              
              Inception
                  Through February 28,2007Revenue
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Operating
                  expensesOperating,
                  general & administrative
              
              
              472,522
              
              
              13,937
              
              
              592,367
              
              
              33,083
              
              
              851,519Depreciation
              
              
              1,494
              
              
              -
              
              
              2,169
              
              
              -
              
              
              3,519Total
                  operating expenses
              
              
              474,016
              
              
              13,937
              
              
              594,536
              
              
              33,083
              
              
              855,038Operating
                  loss
              
              
              (474,016
              )
              
              (13,937
              )
              
              (594,536
              )
              
              (33,083
              )
              
              (855,038
              )Other
                  expensesFinancing
                  costs
              
              
              -
              
              
              45,414
              
              
              516,005
              
              
              187,691
              
              
              507,113Interest
                  expense
              
              
              494,344
              
              
              
              
              
              -
              
              
              -
              
              
              520,770Merger
                  acquisition cost
              
              
              198,326
              
              
              
              
              
              198,326
              
              
              
              
              
              198,326Foreign
                  currency exchange loss (gain)
              
              
              (4,315
              )
              
              -
              
              
              (14,308
              )
              
              -
              
              
              (3,516
              )Total
                  other expense
              
              
              490,029
              
              
              45,414
              
              
              501,697
              
              
              187,691
              
              
              1,024,367Net
                  loss
              
              
              1,162,371
              
              
              (59,351
              )
              
              (1,294,559
              )
              
              (220,774
              )
              
              (1,879,405
              )Net
                  loss per share:Basic
                  and diluted
              
              
              (0.03
              )
              
              (0.00
              )
              
              (0.04
              )
              
              (0.01
              )Weighted
                  average shares outstanding:Basis
                  and diluted
              
              
              40,046,185
              
              
              25,000,000
              
              
              33,724,622
              
              
              25,000,000
  See
        notes
        to consolidated financial statements.
  
  **GULF
        WESTERN PETROLEUM CORPORATION**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)**
 **For
        the Period from Inception (January 20, 2005)**
 **Through
        February 28, 2007**
 **(Unaudited)**
 
 **Common
                    Shares**
                
                **Par
                    Value**
                
                **Additional
                    Paid In Capital**
                
                **Accumulated
                    Deficit**
                
                **Total**Issuance
                    of common shares at inception
                
                
                25,000,000
                
                $
                25,000
                
                $
                (24,000
                )
                $
                -
                
                $
                1,000Net
                    loss, inception through August 31, 2005
                
                
                **-**
                
                
                **--**
                
                
                **-**
                
                
                (228,744
                )
                
                (228,744
                )Balance,
                    August 31, 2005
                
                
                25,000,000
                
                $
                25,000
                
                $
                (24,000
                )
                $
                (228,744
                )
                $
                (227,744
                )Net
                    loss
                
                
                **-**
                
                
                **-**
                
                
                **-**
                
                
                (356,382
                )
                
                (356,382
                )Balance,
                    August 31, 2006
                
                
                25,000,000
                
                $
                25,000
                
                $
                (24,000
                )
                $
                (585,126
                )
                $
                (584,126
                )Issuance
                    of common shares for oil and gas properties (October 16,
                    2006)
                
                
                5,000,000
                
                
                5,000
                
                
                455,496
                
                
                -
                
                
                460,496Net
                    loss
                
                
                **-**
                
                
                **-**
                
                
                **-**
                
                
                (132,187
                )
                
                (132,187
                )Balance,
                    November 30, 2006
                
                
                30,000,000
                
                $
                30,000
                
                $
                431,496
                
                $
                (717,313
                )
                $
                (255,817
                )Common
                    shares issued for reverse merger (January 3, 2007)
                
                
                12,000,000
                
                
                12,000
                
                
                -
                
                
                -
                
                
                12,000Issuance
                    of common shares for debenture conversion (January 3,
                    2007)
                
                
                108,109
                
                
                108
                
                
                78,369
                
                
                -
                
                
                78,477Beneficial
                    conversion feature of debentures (January 3, 2007)
                
                
                -
                
                
                -
                
                
                75,390
                
                
                -
                
                
                75,390Issuance
                    of common shares for cash in private placement(January 25,
                    2007)
                
                
                3,205,000
                
                
                3,205
                
                
                3,201,795
                
                
                -
                
                
                3,205,000Issuance
                    of common shares for oil and gas properties (January 30,
                    2007)
                
                
                4,039,052
                
                
                4,039
                
                
                429,371
                
                
                -
                
                
                433,410Net
                    loss
                
                
                **-**
                
                
                **-**
                
                
                **-**
                
                
                (964,046
                )
                
                (964,046
                )Balance,
                    February 28, 2007
                
                
                49,352,162
                
                $
                49,352
                
                $
                4,216,421
                
                $
                1,879,685
                
                $
                2,188,043
 
 See
        notes
        to consolidated financial statements **.**
  
  **GULF
          WESTERN PETROLEUM CORPORATION**
 **(A** **DEVELOPMENT STAGE COMPANY)**
 **CONSOLIDATED
          STATEMENTS OF CASH FLOWS**
 **For
          the Six Months Ended February 28, 2007 and 2006 and**
 **the
          Period from Inception (January 20, 2005) through February 28,
          2007**
 **(Unaudited)**
 **Six
                      Months**
                    **Ended**
                    **February
                      28, 2007**
                  
                  **Six
                      Months**
                    **Ended**
                    **February
                      28, 2006**
                  
                  **Inception**
                    **Through**
                    **February
                      28, 2007**CASH
                      FLOWS FROM OPERATING ACTIVITIESNet
                      loss
                  
                  $
                  (1,294,559
                  )
                  $
                  (220,774
                  )
                  $
                  (1,879,685
                  )Adjustments
                      to reconcile net loss to cash (used) provided by operating
                      activities:Depreciation
                  
                  
                  2,169
                  
                  
                  -
                  
                  
                  3,519Foreign
                      currency exchange loss (gain)
                  
                  
                  (14,308
                  )
                  
                  -
                  
                  
                  (3,516
                  )Amortization
                      convertible debentures debt discount
                  
                  
                  75,390
                  
                  
                  -
                  
                  
                  75,390Bonus
                      shares on notes payable
                  
                  
                  400,000
                  
                  
                  -
                  
                  
                  400,000Georgia
                      merger acquisition cost
                  
                  
                  198,326
                  
                  
                  -
                  
                  
                  198,326Net
                      change in operating assets and liabilities:Accounts
                      payable
                  
                  
                  (165,899
                  )
                  
                  275,358
                  
                  
                  540,457Accounts
                      payable - related parties
                  
                  
                  42,153
                  
                  
                  -
                  
                  
                  45,449Accrued
                      interest
                  
                  
                  15,071
                  
                  
                  -
                  
                  
                  19,836CASH
                      FLOWS (USED) PROVIDED BY OPERATING ACTIVITIES
                  
                  $
                  (741,657
                  )
                  $
                  54,584
                  
                  $
                  (600,224
                  )CASH
                      FLOWS FROM INVESTING ACTIVITIESInvestment
                      in oil and gas properties
                  
                  
                  (4,707,050
                  )
                  
                  (54,584
                  )
                  
                  (5,155,822
                  )Net
                      cash received in acquisition of Georgia
                  
                  
                  3,088,423
                  
                  
                  -
                  
                  
                  3,088,423Purchase
                      of property and equipment
                  
                  
                  (12,320
                  )
                  
                  -
                  
                  
                  (19,692
                  )CASH
                      FLOWS USED IN INVESTING ACTIVITIES
                  
                  $
                  (1,630,947
                  )
                  $
                  (54,584
                  )
                  $
                  (2,087,091
                  )CASH
                      FLOWS FROM FINANCING ACTIVITIESConvertible
                      note for acquisition of oil and gas properties
                  
                  
                  2,000,000
                  
                  
                  -
                  
                  
                  2,000,000Stock
                      subscription advances
                  
                  
                  425,000
                  
                  
                  -
                  
                  
                  425,000Proceeds
                      from notes
                  
                  
                  353,030
                  
                  
                  -
                  
                  
                  665,530Repayment
                      of notes
                  
                  
                  (585,530
                  )
                  
                  -
                  
                  
                  (585,530
                  )Advances
                      from (repayments to) stockholder
                  
                  
                  (841
                  )
                  
                  --
                  
                  
                  241,903Proceeds
                      from convertible debentures
                  
                  
                  -
                  
                  
                  -
                  
                  
                  72,047CASH
                      FLOWS PROVIDED BY FINANCING ACTIVITIES
                  
                  $
                  2,191,659
                  
                  
                  -
                  
                  $
                  2,818,950NET
                      INCREASE (DECREASE) IN CASH
                  
                  $
                  (180,945
                  )
                  
                  -
                  
                  $
                  131,636Cash,
                      beginning of period
                  
                  
                  312,581
                  
                  
                  -
                  
                  
                  -Cash,
                      end of period
                  
                  $
                  131,636
                  
                  
                  -
                  
                  $
                  131,636Cash
                      paid for:Interest
                  
                  $
                  100,934
                  
                  $
                  -
                  
                  $
                  100,934Income
                      taxes
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Supplemental
                      Non-cash Disclosures:Issuance
                      of founders shares
                  
                  
                  -
                  
                  
                  -
                  
                  $
                  1,000Rescission
                      of assignment of oil and gas properties from parent
                  
                  $
                  (460,496
                  )
                  
                  -
                  
                  
                  -Common
                      stock issued to acquire oil and gas properties (Texas)
                  
                  $
                  893,906
                  
                  
                  -
                  
                  $
                  893,906Issuance
                      of common shares on convertible debenture
                  
                  $
                  78,477
                  
                  
                  -
                  
                  $
                  78,477Asset
                      retirement obligation incurred
                  
                  $
                  39,700
                  
                  
                  -
                  
                  $
                  39,700
  See
          notes
          to consolidated financial statements
  
  **GULF
        WESTERN PETROLEUM CORPORATION**
 
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(Unaudited)**
 
 
 NOTE
        1 -
        BASIS OF PRESENTATION
  The
        accompanying unaudited interim financial statements of Gulf Western Petroleum
        Corporation (the “Company”, “Registrant” or “Gulf Western”) have been prepared
        in accordance with accounting principles generally accepted in the United
        States
        of America and the rules of the Securities and Exchange Commission (“SEC”), and
        should be read in conjunction with the audited financial statements and notes
        thereto contained in the Company’s Form 8-K filed with the SEC on January 10,
        2007 pursuant to the merger between Georgia Exploration, Inc. (“Georgia”) and
        Wharton Resources Corp. (“Wharton”). The merger between Georgia and Wharton was
        effective January 3, 2007. For reporting purposes, the merger between Georgia
        and Wharton was treated as a reverse merger with Wharton being the “accounting
        acquirer”; and accordingly it assumed the Registrant’s reporting obligations
        with the SEC. In accordance with SEC requirements the historical financial
        statements and related disclosures presented herein for the period prior
        to the
        date of merger on January 3, 2007 are those of Wharton since its inception
        on
        January 20, 2005 as Wharton was the “accounting acquirer” in the reverse merger.
 
 On
        March
        8, 2007 the name of Georgia Exploration, Inc. was changed to Gulf Western
        Petroleum Corporation, and the stock symbol was changed to OTCBB: GWPC. In
        the
        opinion of management, all adjustments, consisting of normal recurring
        adjustments, necessary for a fair presentation of financial position and
        the
        results of operations for the interim periods presented have been reflected
        herein. The results of operations for interim periods are not necessarily
        indicative of the results to be expected for the full year. Notes to the
        financial statements which would substantially duplicate the disclosure
        contained in the audited financial statements for the most recent fiscal
        year
        2006 as reported in its Form 8-K, filed with the SEC on January 10, 2007
        have
        been omitted.
  In
        this
        quarterly report, unless otherwise specified, all dollar amounts are expressed
        in United States dollars.
  NOTE
        2 -
        ORGANIZATION AND BUSINESS OPERATIONS
  On
        December 28, 2006, pursuant to an Agreement and Plan of Merger dated November
        21, 2006 (the “Agreement”), a subsidiary of Georgia merged with Wharton (the
“Merger Transaction”). Wharton was incorporated under the laws of the State of
        Delaware on January 20, 2005. Wharton held oil and gas lease acreage in Texas,
        Kansas and Kentucky which were included in the Merger Transaction. With the
        Merger Transaction, the Company’s core activities principally became the
        exploration and development of domestic oil and gas reserves in the United
        States. The Merger Transaction was consummated on January 3, 2007. On March
        8,
        2007 Georgia effected a name change to Gulf Western Petroleum Corporation.
  In
        connection with the Merger Transaction each outstanding share of Wharton
        held by
        its stockholders was converted into 25,000 common shares in Gulf Western
        with an
        aggregate issuance of 30,000,000 common shares of the Company to the former
        Wharton stockholders. Further 15,645,000 shares of Company common stock were
        cancelled concurrent with the closing of the Merger Transaction. Immediately
        following the closing of the Merger Transaction, the Company had 42,000,000
        shares of common stock issued and outstanding. The Merger Transaction resulted
        in a change of control of the Company with Wharton’s former stockholders holding
        in the aggregate approximately 71.4% of the Company’s outstanding common stock.
        The common shares issued to the former Wharton stockholders were issued pursuant
        to the exemption from registration under the Securities Act of 1933, as amended,
        available under Rule 506 of Regulation D promulgated under the Securities
        Act,
        with all stockholders being “accredited investors,” as such term is defined in
        Rule 501 (a) of Regulation D. For U.S. federal income tax purposes, the merger
        was affected as a qualified reorganization under the provisions of Section
        368(a) of the United States Internal Revenue Code of 1986, as amended.
  NOTE
        3 -
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 *Stock
        Based Compensation*
 
 Financial
        Accounting Standards Board (“FASB”) issued SFAS No. 123(R), “Share-Based
        Payment.” SFAS No. 123(R) establishes standards for the accounting for
        transactions in which an entity exchanges its equity instruments for goods
        or
        services. SFAS No. 123(R) focuses primarily on accounting for transactions
        in
        which an entity obtains employee services in share-based payment transactions.
        SFAS No. 123(R) requires that the fair value of such equity instruments be
        recognized as expense in the financial statements as services are performed.
  
  On
        March
        9, 2007 the Company board of directors approved the 2007 Non Qualified Stock
        Option Plan (the “2007 Plan”) for its directors, officers, employees and
        consultants. The Company filed a registration statement Form S-8, dated March
        9,
        2007, under section 6 of the U.S. Securities Act of 1933, as amended to register
        9,000,000 shares of common stock of the Company under the Plan. The Company
        has
        not granted any stock options under the 2007 Plan, and accordingly no
        stock-based compensation has been recorded to date.
 
 *Principles of
        Consolidation*
 
 The
        Company’s consolidated financial statements include the accounts of the
“accounting acquirer” in the Merger Transaction and its direct and indirect 100%
        owned subsidiary and limited partnership interests in Wharton Resources LLC,
        a
        Delaware limited liability company. Wharton and Wharton Resources LLC have
        formed Wharton Resources LP, a Texas limited partnership, to conduct the
        development of its natural gas and oil properties. Wharton Resources LLC
        owns a
        1% general partner interest in Wharton Resources LP and Wharton owns the
        remaining 99% of Wharton Resources LP.
 
 *Oil
        and Gas Properties*
 
 The
        Company follows the full cost method of accounting for its oil and natural
        gas
        properties, whereby all costs incurred in connection with the acquisition,
        exploration for and development of petroleum and natural gas reserves are
        capitalized. Depletion and depreciation of gross proved oil and gas properties
        is calculated on the units-of-production method based upon estimates of proved
        reserves.
  Properties
        not subject to amortization consist of exploration and development costs
        which
        are evaluated on a property−by−property basis. Amortization of these unproved
        property costs begins when the properties become proved or their values become
        impaired. The Company assesses the realizability of unproved properties on
        at
        least an annual basis or when there has been an indication that an impairment
        in
        value may have occurred. Impairment of unproved properties is assessed based
        on
        management's intention with regard to future exploration and development
        of
        individually significant properties and the ability of the Company to obtain
        funds to finance such exploration and development. If the results of an
        assessment indicate that the properties are impaired, the amount of the
        impairment is added to the capitalized costs to be amortized. There was no
        impairment of unproved properties during the six months ended February 28,
        2007
        and 2006.
 The
          fair
          value of an asset retirement obligation is recognized in the period in
          which it
          is incurred if a reasonable estimate of fair value can be made. The present
          value of the estimated asset retirement costs is capitalized as part of
          the
          carrying amount of the long−lived asset. For the Company, asset retirement
          obligations relate to the abandonment of oil and gas producing facilities.
          The
          amounts recognized are based upon numerous estimates and assumptions, including
          future retirement costs, future recoverable quantities of oil and gas,
          future
          inflation rates and the credit−adjusted risk−free interest
          rate.
  In
        applying the full cost method, the Company performs an impairment test (ceiling
        test) at each reporting date, whereby the carrying value of property and
        equipment is compared to the “estimated present value,” of its proved reserves
        discounted at a 10-percent interest rate of future net revenues, based on
        current economic and operating conditions, plus the cost of properties not
        being
        amortized, plus the lower of cost or fair market value of unproved properties
        included in costs being amortized, less the income tax effects related to
        book
        and tax basis differences of the properties. As of February 28, 2007, no
        impairment of oil and gas properties was required.  The Company holds oil
        and gas lease acreage in Texas, Kansas and Kentucky. The Texas lease acreage
        contains reserves classified as proved undeveloped, probable and possible
        reserves. The Company will begin amortization of these costs once the
        lease acreage is drilled and production commences.
 
 *Mineral
        Property Costs*
 
 The
        Company holds interests in 14 non-oil and gas mineral claims in British
        Columbia, Canada, known as the Chub Claims and has completed an initial
        evaluation of the Claims. Mineral property exploration costs have historically
        been expensed as incurred. Should an evaluation determine that a Claim(s)
        may be
        economically developed; the costs subsequently incurred to develop the mineral
        property would be capitalized and amortized on a unit-of-production basis
        over
        the estimated life of the mineral reserves being developed. Since the Company’s
        inception, it has expensed approximately $12,500 in mineral property costs,
        and
        no mineral claim property capitalized costs are carried in the Company’s balance
        sheet.
 
 *Foreign
        Currency Translation*
 
 The
        Company’s functional currency was originally the Canadian dollar. In connection
        with the Merger Transaction, the Company’s functional currency was converted to
        U.S. dollars as its principal activities are based in the United States.
        Balance
        sheet items are translated into U.S. dollars at exchange rates prevailing
        at the
        balance sheet date for monetary items and at exchange rates in effect at
        the
        transaction date for non-monetary items. Operating statement items are
        translated at average rates prevailing during the period. Gains and losses
        on
        translation of current monetary assets and liabilities are included in income.
   NOTE
        4 -
        GOING CONCERN
 
 The
        Company is in its development stage and, accordingly, has limited operations
        and
        no revenues. The Company has raised limited financing and has incurred operating
        losses since its inception in January 2005. These factors raise substantial
        doubt about the Company’s ability to continue as a going concern, and its
        ability to achieve and maintain profitability and positive cash flow is
        dependent on its ability to secure sufficient financing to fund the acquisition,
        drilling and development of profitable oil and gas properties. The Company
        is
        seeking financing that it believes would allow it to establish and sustain
        commercial production. There are no assurances that the Company will be able
        to
        obtain additional financing from investors or private lenders and, if available,
        such financing may not be on commercial terms acceptable to the Company or
        its
        stockholders. The financial statements do not include any adjustments that
        might
        result from the outcome of this uncertainty.
  
  NOTE
        5 -
        RELATED PARTY TRANSACTIONS
 
 During
        the Company’s formation and development to date, it has had oil and gas
        transactions with the current directors, executive officers and shareholders
        with interests in excess of 10.0%. These transactions are as follows:
 
 *Oakcrest
        Prospect, Wharton County, Texas*
 
 On
        October 16, 2006, Wharton acquired from CodeAmerica Investments LLC
        (“CodeAmerica”), a company controlled by W. Milton Cox, its oil and gas lease
        interests held in Wharton County, Texas in exchange for 5,000,000 shares
        of the Company's common stock. W. Milton Cox was previously Wharton’s
        Chairman and Chief Executive Officer and a director of Wharton and is now
        the
        Chairman, Chief Executive Officer and a director of the Company. Pursuant
        to SEC
        requirements for entities under common control, the acquisition of the Oakcrest
        oil and gas lease acreage from CodeAmerica recorded at CodeAmerica’s cost basis
        of approximately $460,500.
 
 *Mound
        Branch Prospect, Elk County, Kansas*
 
 In
        conjunction with the Mound Branch Development Agreement between Orbit Energy,
        LLC and the Company dated September 1, 2006, on January 30, 2007 the Company
        entered into a purchase and sale agreement with Orbit to purchase all of
        its
        working and associated net revenue interests in approximately 8,800 gross
        acres,
        existing drilled wells, and associated equipment in the Mound Branch Project.
 
 The
        purchase price of Orbit’s interest in the Mound Branch Project was $6.8 million,
        and was comprised of the following consideration: a) $760,947 previously
        advanced to Orbit by the Company for use in its testing of the existing drilled
        wells; b) a thirty-six month $2.0 million 10% convertible note (the “Orbit
        Note”); and c) 4,039,053 common shares (the “Escrow Shares”) of Gulf Western.
        The purchase and sale agreement provided for the Escrow Shares to be placed
        in
        escrow for twelve months to be released upon Orbit delivery to the escrow
        agent
        of an independent report assessing the fair value of the purchased assets
        at no
        less than the purchase price of $6.8 million. Should the evaluation be less
        than
        the purchase price then the number of shares to be released from escrow will
        be
        ratably reduced for the lower valuation. Shares remaining in escrow at the
        end
        of the twelve month period will be cancelled and returned to the Company’s
        treasury. Orbit is owned by CodeAmerica Investment, LLC for which Milton
        Cox,
        our Chairman and Chief Executive Officer is the Managing Member, and
        Paragon Capital, LLC for which Bassam Nastat, a Director and our President,
        serves as Manager.
 
 In
        accordance with SEC requirements and for financial reporting purposes, the
        acquisition of the Mound Branch Project oil and gas lease interests from
        Orbit
        was treated as a transaction between entities under common control and recorded
        at the seller’s net cost basis of approximately $2.4 million on the Company’s
        books. Immediately prior to the acquisition, Messrs. Cox and Nastat held
        22.5
        million common shares of the Company or 49.6% of the outstanding common shares
        immediately preceding the purchase, and upon issuance of the 4,039,052 common
        shares, they hold 53.7% of the outstanding common shares of the Company.
  *Baxter
        Bledsoe Prospect, Clay County, Kentucky*
 
 On
        February 1, 2006, the Company entered into an agreement to acquire the Baxter
        Bledsoe Prospect oil and gas lease acreage from CodeAmerica. The prospect
        has
        approximately 2,200 acres located in Clay County, Kentucky. The Company made
        an
        initial payment to CodeAmerica of $15,000, and on December 21, 2006, the
        Company
        paid the remaining outstanding balance of $315,000. CodeAmerica has delivered
        to
        the Company an executed and recordable assignment of its Baxter Bledsoe oil
        and
        gas lease acreage.
  
  In
        accordance with SEC requirements and for financial reporting purposes, the
        acquisition of the Baxter Bledsoe Prospect oil and gas lease interests from
        CodeAmerica was treated as a transaction between entities under common control
        and recorded at the seller’s cost basis of approximately $330,000 on the
        Company’s books.
 
 *Bell
        Prospect, Bell County, Kentucky*
 
 On
        October 1, 2006, the Company entered into an agreement with CodeAmerica to
        acquire its oil and gas lease interests located in Bell County, Kentucky.
        The
        Bell Prospect is comprised of approximately 3,400 acres. The purchase price
        was
        $255,000 plus reimbursement for $59,475 for land, legal and title services
        expended by CodeAmerica on the prospect. On October 28, 2006, the Company
        paid
        CodeAmerica $144,475 to pay one-third of the purchase price plus to reimburse
        CodeAmerica for the referenced services. On the same date, CodeAmerica executed
        and delivered to the Company an assignment of the 3,400 lease acres under
        the
        oil and gas leases held by CodeAmerica in Bell County, Kentucky. On December
        6,
        2006, the Company paid CodeAmerica $170,000 for the remaining balance due
        CodeAmerica under the Bell Prospect purchase and sale agreement.
 
 In
        accordance with SEC requirements and for financial reporting purposes, the
        acquisition of the Bell Prospect oil and gas lease interests from CodeAmerica
        was treated as a transaction between entities under common control and recorded
        at the seller’s cost basis of approximately $255,000 on the Company’s books.
 
 
 NOTE
        6 -
        NOTES PAYABLE AND CONVERTIBLE UNSECURED DEBENTURES
 
 *Notes
        Payable*
 
 Wharton
        entered into three short term loan agreements dated August 21, 2006 that
        provided for total borrowings of $500,000 for general working capital purposes.
        The loans had a 90-day maturity; bore interest at 10% per annum with principal
        and interest due upon maturity; and were secured by all existing and after
        acquired assets of Wharton. The loans may be extended at Wharton’s option for an
        additional 90 days under the same terms and conditions. Pursuant to the loan
        agreements, the loans provide for a total of 150,000 shares of common stock
        “Bonus Shares” to be issued to the lenders in the event that Wharton completed a
        public transaction. Wharton elected to extend the loans for an additional
        90
        days until February 2007, and in total 300,000 Bonus Shares are due to lenders
        under the loan agreements. At August 31, 2006, proceeds under the loans
        totalling $312,500 had been funded to Wharton, and at February 28, 2007,
        the
        remaining outstanding principal balance on the loans totaled $80,000. During
        the
        Company’s second fiscal quarter ending February 28, 2007, the triggering event
        occurred to issue the Bonus Shares in connection with the merger. Accordingly
        the Company recorded $300,000 of interest expense for the 300,000 Bonus
        Shares provided for under the loan agreements.
 
 On
        October 17, 2006, Wharton entered into a short term loan agreement for $350,000
        for general working capital purposes. The loan has a 90-day maturity; bore
        interest at 18% per annum with principal and interest due upon maturity;
        and
        were secured by all existing and after acquired assets of Wharton. The loan
        provided for 100,000 shares of common stock “Bonus Shares” to be issued to the
        lender in the event that Wharton completed a public transaction. The loan
        provides that Wharton would use its best efforts to endeavour to register
        the
        Bonus Shares issued in connection with the note within a 12-month period
        from
        the date of issuance. During the Company’s second fiscal quarter ending February
        28, 2007 the triggering event occurred to issue the Bonus Shares in
        connection with the merger. Accordingly, the Company recorded $100,000 of
        interest expense for the 100,000 Bonus Shares provided for under this loan
        agreement.
  *Series
        A - Convertible Unsecured Debentures*
 
 The
        company had obligations associated with three unsecured convertible debentures
        issued on March 13, 2006 with total principal borrowing of CAD$ $85,000 (US
        $
        78,477). The debentures had a maturity date of September 13, 2007 bearing
        interest at 10% per annum. In the event that the stock of the
        Company began trading on a public market, the debentures contained an
        automatic conversion provision whereby they would be converted into common
        shares at a conversion rate of 85% of the initial publicly traded share price.
        If not converted by the maturity date, the outstanding principal balance
        together with interest accrued since the debenture issuances would be due
        and
        payable to the debenture holders.
  On
        January 3, 2007, the date of the merger, the automatic conversion provisions
        of
        the debentures resulted in the automatic conversion of the debentures into
        common stock of the Company. On January 3, 2007 the outstanding principal
        and
        interest due under the debentures was converted into 108,109 common shares
        in
        the Company, and the Company issued 85,000 warrants in total to all debenture
        holders. The warrants have a 12-month term and an exercise price of $1.25
        per
        common share.
  
  The
        Company valued the beneficial conversion feature of the convertible debentures
        at $75,390 on January 3, 2007 (the date of merger) and recorded a debt
        discount of $75,390, and a corresponding increase in additional paid-in capital
        on that date. Concurrently with the automatic conversion of the debentures
        into
        common shares of the Company, the debt discount arising from the beneficial
        conversion provision of the debenture was charged to interest expense.
 
 *Orbit
        Energy, LLC Mound Branch Convertible Note*
 
 As
        consideration in the Company’s transaction with Orbit Energy, LLC for its Mound
        Branch lease acreage and existing drilled well bores, the Company issued
        a
        thirty-six month $2.0 million convertible note bearing interest at 10% per
        annum. Interest is due quarterly in arrears and Orbit may convert the principal
        and interest balance into common shares of the Company after twelve months
        at a
        conversion price of $1.00 per share. After twelve months the Company may
        repay
        the convertible loan without penalty. The Company evaluated the terms of
        the
        convertible note in accordance with EITF 98-5 and EITF 00-27 and concluded
        that
        the note contained no beneficial conversion features. Orbit is owned by
        CodeAmerica Investment, LLC for which Milton Cox, our Chairman and Chief
        Executive Officer is the Managing Member, and Paragon Capital, LLC for
        which Bassam Nastat, a Director and our President, serves as Manager.
 
 
 NOTE
        7 -
        STOCKHOLDERS EQUITY
 
 On
        January 30, 2007 the Company purchased Orbit’s interest in the Mound Branch
        Project for $6.8 million. In connection with the acquisition the Company
        issued to Orbit 4,039,053 common shares (the “Escrow Shares”) of Gulf Western.
        The purchase and sale agreement provided for the Escrow Shares to be placed
        in
        escrow for twelve months to be released upon Orbit's delivery to the escrow
        agent of an independent report assessing the fair value of the purchased
        assets
        at no less than the purchase price of $6.8 million. Should the evaluation
        be
        less than the purchase price, then the number of shares to be released from
        escrow will be ratably reduced for the lower valuation. Shares remaining
        in
        escrow at the end of the twelve month period will be cancelled and returned
        to
        the Company’s treasury. Orbit is owned by CodeAmerica Investment, LLC for which
        Milton Cox, our Chairman and Chief Executive Officer is the Managing
        Member, and Paragon Capital, LLC for which Bassam Nastat, a Director and
        our
        President, serves as Manager.
 
 On
        January 22, 2007, the Company completed and closed a private placement
        transaction for 3,205,000 units at a price of $1.00 per unit for aggregate
        proceeds of $3,205,000 (net proceeds of $2,900,000). Each unit consisted
        of one
        common share of the Company, one Class A warrant and one Class B warrant.
        Each
        Class A warrant is exercisable at a price of $2.00 per common share for a
        period
        of three years. Each Class B warrant is exercisable at a price of $3.00 per
        common share for a period of three years. The relative fair value of the
        Common
        Shares and the Class A and Class B Purchase Warrants was as
        follows:
 
 **Description**
              
              **Shares**
              
              **Relative
                  Fair****Value
                  Amount**Common
                  shares
              
              
              3,205,000
              
              $
              1,490,698Class
                  A Warrants
              
              
              3,205,000
              
              
              909,326Class
                  B Warrants
              
              
              3,205,000
              
              
              804,977Proceeds
              
              
              
              
              $
              3,205,000
 
 
 In
        connection with the merger between the Company and Wharton each outstanding
        share of Wharton held by its stockholders was converted into 25,000 common
        shares in Gulf Western with an aggregate issuance of 30,000,000 common shares
        of
        the Company to the former Wharton stockholders. Further 15,645,000 shares
        of
        Company common stock were cancelled concurrent with the closing of the Merger
        Transaction. Immediately following the closing of the Merger Transaction,
        the
        Company had 42,000,000 shares of common stock issued and outstanding. The
        Merger
        Transaction resulted in a change of control of the Company with Wharton’s former
        stockholders holding in the aggregate approximately 71.4% of the Company’s
        outstanding common stock.
 
 On
        January 3, 2007, the date of the merger, the automatic conversion provisions
        of
        the Wharton debentures resulted in the automatic conversion of the debentures
        into common stock of the Company. On January 3, 2007 the outstanding principal
        and interest due under the debentures was converted into 108,109 common shares
        in the Company, and the Company issued 85,000 warrants in total to all debenture
        holders. The warrants have a 12-month term and an exercise price of $1.25
        per
        common share.
 
 On
        October 16, 2006, the Company acquired from CodeAmerica Investments LLC
        (“CodeAmerica”), a company controlled by W. Milton Cox, its oil and gas lease
        interests held in Wharton County, Texas in exchange for 5,000,000 shares
        of the company's common stock. W. Milton Cox was previously Wharton’s
        Chairman and Chief Executive Officer and a director of Wharton and is now
        the
        Chairman, Chief Executive Officer and a director of the Company. Pursuant
        to SEC
        requirements for entities under common control, the acquisition of the Oakcrest
        oil and gas lease acreage from CodeAmerica recorded at CodeAmerica’s cost basis
        of approximately $460,500.
  
  **Item 2.**
              **Management's
                  Discussion and Analysis and Plan of
                  Operation.**
 
 **FORWARD-LOOKING
        STATEMENTS**
 
 This
        quarterly report contains forward-looking statements as that term is defined
        in
        the Private Securities Litigation Reform Act of 1995. These statements relate
        to
        future events or our future financial performance. In some cases, you can
        identify forward-looking statements by terminology such as "may", "should",
        "expects", "plans", "anticipates", "believes", "estimates", "predicts",
        "potential" or "continue" or the negative of these terms or other comparable
        terminology. These statements are only predictions and involve known and
        unknown
        risks, uncertainties and other factors, including the risks in the section
        entitled "Risk Factors", that may cause our or our industry's actual results,
        levels of activity, performance or achievements to be materially different
        from
        any future results, levels of activity, performance or achievements expressed
        or
        implied by these forward-looking statements.
 
 Although
        we believe that the expectations reflected in the forward-looking statements
        are
        reasonable, we cannot guarantee future results, levels of activity, performance
        or achievements. Except as required by applicable law, including the securities
        laws of the United States, we do not intend to update any of the forward-looking
        statements to conform these statements to actual results.
 
 Our
        financial statements are stated in United States Dollars (US$) and are prepared
        in accordance with United States Generally Accepted Accounting Principles.
        In
        this quarterly report, unless otherwise specified, all dollar amounts are
        expressed in United States dollars. All references to "common shares" refer
        to
        the common shares in our capital stock.
 
 As
        used
        in this quarterly report, the terms "we", "us", "our", “Company”, and "Gulf
        Western" mean Gulf Western Petroleum Corporation, unless otherwise
        indicated.
 
 ***Our
        Current Business*** **
 
 Gulf
        Western is engaged in the exploration and development of natural gas and
        oil
        reserves within the United States, and holds oil and gas lease acreage in
        Texas,
        Kansas and Kentucky.
 
 We
        hold
        proved undeveloped natural gas and condensate reserves located in south central
        Texas associated with its Oakcrest Prospect oil and gas lease interests.
        We hold
        nine wells that are drilled and located in Elk County, Kansas that are currently
        undergoing testing to ascertain and confirm production levels and rates.
        These
        wells are pending interconnection with a gathering system, that once
        constructed, would deliver the well head production into the interstate natural
        gas market. During the period ended covered by this report, we did not have
        any
        proved producing reserves. We are actively pursuing oil and gas prospects
        and
        opportunities principally through its relationships with individuals and
        companies.
 
 ***Oakcrest
        Project, Wharton County, Texas***
 
 The
        Oakcrest Prospect, located in north central Texas, is adjacent to and lies
        immediately to the north-northeast of the Southwest Bonus Field. The Southwest
        Bonus is comprised of approximately 44 Wilcox formation producing wells,
        and
        since initial production has produced over 96 billion cubic feet of natural
        gas
        and 2.8 million barrels of oil equivalent. The main target of hydrocarbon
        production is the Wilcox formation, with the Frio formation slated as secondary.
 
 Gulf
        Western holds a 95.75% working interest and a 73.0% net revenue interest
        (“NRI”)
        in certain leases totaling approximately 866 acres in Wharton County. Our
        oil
        and gas lease interests contain reserves categorized as proved undeveloped,
        probable and possible. Reference is made to the supplemental oil and gas
        disclosures contained in the Company’s Form 8-K filed with the SEC on January
        10, 2007 pursuant to the merger between the Company and Wharton.
  The
        anticipated capital investment to drill, complete and interconnect a well
        in the
        Oakcrest Prospect is approximately $3.5 million per well. Individual wells
        depths are approximately 11,500 feet to reach the target Wilcox formation.
        The
        Frio formation is slated as a secondary target. Our Company’s current plan of
        operation for the Oakcrest Prospect provides for: the acquisition of drilling
        permits and the scheduling of drilling rig for the initial well by June 15,
        2007; the construction of drilling locations; and the commencement of drilling
        of the first well by August 1, 2007. Our plans provide for the drilling of
        four
        Wilcox formation wells in the Oakcrest Project over the next twelve months.
  
  ***Mound
        Branch Project, Elk County, Kansas***
 
 On
        September 1, 2006, we entered into the Mound Branch Project Development
        Agreement (“Development Agreement”) with Orbit Energy, LLC (“Orbit”) associated
        with a reserve and infrastructure development program of existing and after
        acquired oil and gas lease acreage and nine existing wells that are shut-in
        pending the construction of and interconnection with a gathering system.
        On
        January 30, 2007 we entered into a purchase and sale agreement with Orbit
        to
        purchase all of its working and associated net revenue interests in
        approximately 8,800 gross acres, existing drilled wells, and associated
        equipment in the Mound Branch Project.
 
 The
        purchase price of Orbit’s interest in the Mound Branch Project was $6.8 million,
        and was comprised of the following consideration: a) $760,947 previously
        advanced to Orbit by the Company for use in its testing of the existing drilled
        wells; b) a thirty-six month $2.0 million 10% convertible note (the “Orbit
        Note”); and c) 4,039,053 common shares (the “Escrow Shares”) of Gulf Western.
        The purchase and sale agreement provided for the Escrow Shares to be placed
        in
        escrow for twelve months to be released upon Orbit's delivery to the escrow
        agent of an independent report assessing the fair value of the purchased
        assets
        at no less than the purchase price of $6.8 million. Should the evaluation
        be
        less than the purchase price, then the number of shares to be released from
        escrow will be ratable reduced for the lower valuation. Shares remaining
        in
        escrow at the end of the twelve month period will be cancelled and returned
        to
        the Company’s treasury. Orbit is owned by CodeAmerica Investment, LLC for which
        Milton Cox, our Chairman and Chief Executive Officer is the Managing
        Member, and Paragon Capital, LLC for which Bassam Nastat, a Director and
        our
        President, serves as Manager.
 
 Consistent
        with SEC requirements and for financial statement purposes, the acquisition
        of
        the Mound Branch Project oil and gas lease interests from Orbit was treated
        as a
        transaction between entities under common control and recorded at the sellers
        cost basis of approximately $4.9 million on Gulf Western’s books. Immediately
        prior to the acquisition Messrs. Cox and Nastat held 22.5 million common
        shares
        of the Company or 49.6% of the outstanding common shares immediately preceding
        the purchase, and upon issuance of the 4,039,052 common shares, they hold
        53.7%
        of the outstanding common shares of Gulf Western.
 
 To
        date
        flow testing has been completed on three of the existing wells that are shut
        in
        awaiting interconnection with the Mound Branch gathering system that needs
        yet
        to be constructed. Our current plan of operation for the Mound Branch Project
        is
        to continue with the well testing to confirm and determine production rates
        and
        levels for the existing wells primarily for the Mississippi Limestone formation
        and the Cherokee coal group; subject to financing, the commencement of a
        three
        year drilling program to drill fifty wells per year; and to secure funding
        and/or arrange for the construction of the 15-mile low pressure Mound Branch
        gathering system that is necessary to effect the delivery of well head
        production into the interstate natural gas pipeline grid in Kansas.
 
 From
        inception to date and for the six-month period ended February 28, 2007, the
        Company has expended approximately $1.9 million associated with capital
        investment for the Mound Branch project acquisition and development, and
        non-cash amounts of the $2.0 million for the Orbit note and the issuance
        of
        4,039,053 common shares (subject to adjustment for the Escrow Shares).
 
 ***Texas
        Frio Projects, Dewitt and Lavaca County, Texas***
 
 Gulf
        Western Petroleum is participating in the drilling of thirteen Frio-age natural
        gas wells in Dewitt and Lavaca County, Texas that have been identified through
        3-D seismic. For the Shamrock Project in Dewitt County Texas, three Frio
        wells
        are scheduled for drilling in 2007 and we own a 90% working interest in these
        wells. In the Brushy Creek Project in Lavaca County Texas, we hold working
        interest in ten wells with interests ranging from approximately 30-45%. The
        drilling of the Brushy Creek wells are scheduled to be completed during 2007.
        Information on the individual Frio Projects are as follows:
  **Shamrock
        Project**
 
 The
        Shamrock Project is a three well prospect in Dewitt County, Texas that is
        targeting Frio-age natural gas reserves that have been identified through
        3-D
        seismic. Frio-age wells have proven to be prolific natural gas producers
        throughout the Texas Gulf Coast region. Typical Frio wells produce at
        approximately 200 to 250 Mcf per day with estimated total recoverable reserves
        of approximately 500 million cubic feet. The target formation is the Jameson
        sand with total well depth at approximately 3200 feet. Gulf Western holds
        a 90%
        working interest in this project. The three wells are to be drilled on a
        continuous basis. The initial well, Miller-Thomas gas unit,  was spud on
        March 23, 2007 .
        The other two wells scheduled to be drilled are: (i) Tulemore Dew No.
        1 and (ii) Bushmills No. 1
  
  **Brushy
        Creek Project**
 
 Gulf
        Western holds an average 43.2% working interest position in the Lavaca County,
        Texas Brushy Creek project. The Brushy Creek project is a 3-D seismic controlled
        project situated in the prolific Oligocene Frio oil and gas trend located
        in the
        lower Texas Gulf Coast. The Brushy Creek Project was initiated in 2005, and
        to
        date has been successful in ten out of ten wells. The first ten wells resulted
        in six Frio discoveries, three Miocenen discoveries and one Yegua completion.
        The Company will participate in the Brushy Creek Phases IV, V, VI and VII.
        These
        four projects are comprised of ten new wells that will target several high
        quality amplitude anomalies very similar to those that have proven to be
        productive in the previous drilling. Drilling is well scheduled to begin
        early
        in the 2 nd quarter
        of 2007. The individual projects and number of wells that Gulf Western is
        participating in are as follows: a) Brushy Creek IV - 2 wells; b) Brushy
        Creek V
        - 2 wells; c) Brushy Creek VI - 3 wells; and d) Brushy Creek VII - 3 wells.
        All
        wells are scheduled to be drilled and completed during the year 2007.
 
 *Baxter
        Bledsoe Prospect, Clay County, Kentucky*
 
 On
        February 1, 2006, we entered into an agreement to acquire the Baxter Bledsoe
        Prospect oil and gas lease acreage totalling approximately 2,200 gross acres
        (1,584 net acres) in Clay County, Kentucky from CodeAmerica. The purchase
        has
        been consummated with the Company’s remittance of $330,000 to CodeAmerica for
        its oil and gas lease interests in the Baxter Bledsoe Prospect, and CodeAmerica
        has assigned the Baxter Bledsoe lease to the Company.
 
 Our current
        plan of operation for the Baxter Bledsoe Prospect is to drill an initial
        well in
        the third quarter of the year 2007 to the Black River Group formation; provided
        that we are able to obtain financing in addition to the Private Placement.
 
 *Bell
        Prospect, Bell County, Kentucky*
 
 On
        October 1, 2006, we entered into an agreement with CodeAmerica to acquire
        its oil and gas lease interests with acreage totalling approximately 3,400
        gross
        acres (2,448 net acres) in Bell County, Kentucky, for a purchase price of
        $255,000 plus reimbursement of $59,475 for land and legal services incurred
        by
        CodeAmerica in connection with the lease acreage. On October 28, 2006, we
        made a payment to CodeAmerica totalling $144,475 to pay one-third of the
        purchase price and to reimburse CodeAmerica for the referenced services.
        On the
        same date, CodeAmerica executed and delivered to Wharton an assignment of
        the
        3,400 lease acres under the oil and gas leases held by CodeAmerica in Bell
        County, Kentucky. On December 6, 2006, the Company remitted payment to
        CodeAmerica of $170,000 for the remaining balance due CodeAmerica under the
        Bell
        Prospect purchase and sale agreement.
 
 The
        Company’s current plan of operation for the Bell Prospect is to continue its
        title verification and confirmation process for the acquired acreage; provided
        that the Company is able to obtain financing in addition to the Private
        Placement.
 
 **Plan
        of Operation**
  The
        Company’s plan of operation is to continue to secure capital funding sufficient
        to drill a minimum of two Oakcrest prospect Wilcox formation wells in Texas,
        to
        continue our testing of Mound Branch wells and to kick off a three-year 150
        well
        drilling program, and to participate in a minimum of ten Texas Frio formation
        wells through our participation in the Shamrock project, and the Brushy Creek
        Project. We also expect to drill a test exploration well in Kentucky. For
        further discussion and information on our plan of operation for individual
        projects see the discussion of our projects in the above “Our Current Business”.
  **Liquidity
        and Capital Resources**
 
 Oil
        and
        natural gas exploration, exploitation and development programs in the United
        States are very capital intensive, and require substantial capital resources
        to
        fund the ongoing drilling and development of oil and gas reserves. In instances
        where an existing infrastructure does not exist within the proximity of the
        area
        under drilling and development, additional capital requirements are necessary
        to
        construct and install the infrastructure necessary to effect the delivery
        of
        production to market in order to create cash flows from production. The U.S.
        oil
        and gas industry is highly competitive, and when opportunities are identified,
        we have found that in most instances we must be able to act quickly which
        necessitates that we have sufficient human and capital resources on hand,
        or
        readily available, for us to draw upon when opportunities are identified,
        and
        our technical and commercial evaluations confirm the economic viability of
        such
        and our continuing interest in the opportunity. Once oil and gas prospects
        are
        identified, acquired, and they become part of our portfolio of oil and gas
        opportunities, we require sufficient capital funding to execute our business
        plans.
  
  The
        Company is in its development stage and, accordingly, has limited operations
        and
        no revenues. To date we have raised external financing through unsecured
        debentures, and notes payable to provide funding pending completion of a
        private
        placement of equity or debt. We believe our existing oil and gas prospects
        provide us a mechanism to create a sustainable reserve base that will produce
        recurring levels of cash flows; which will allow us to continue to build
        our
        portfolio of oil and gas prospects; and strengthen our base of production
        so as
        to internally fund our operating requirements and a portion of our capital
        investments going forward.
 
 Since
        inception, we have funded our activities primarily through private placements
        of
        common stock, through short term working capital loans, and contributions
        of
        funds and services from founding shareholders during the Company’s ramp up
        phase. We expect that over the next twelve months we will continue to raise
        capital resources through a combination of private placements and public
        offerings that would involve equity, debt or a combination of both. Future
        financing in the form of equity, debt or other sources could result in the
        dilution of our shareholders’ equity; an increase in our debt and current
        liabilities; and may restrict our future availability of cash or our use
        of
        existing cash resources. Additionally, there can be no assurance that adequate
        financing will be available to us when needed or, if available, that it can
        be
        obtained on commercially reasonable terms. If we are not able to obtain
        financing on a timely basis, we will be unable to execute our business plans,
        and will be required to scale back the pace and magnitude of our oil and
        gas
        prospects drilling and development initiatives. We also may not be able to
        meet
        our vendor and service provider obligations as they become due. In such event,
        we will be forced to further scale down our activities or perhaps even cease
        operations.
  ****** **Future
        Operations**
  *Cash
        Requirements*
 
 During
        the twelve month period ending February 28, 2008, we project total cash
        requirements of approximately $30.2 million. Our total estimated cash
        requirements are comprised of $29.0 million for oil and gas capital investments,
        and $1.2 million for general and administrative, operating and public company
        expenses, and working capital requirements.
 
 Based
        on
        our plan of operation, our current available cash is not sufficient to fund
        our
        capital and operating requirements over the twelve month period ending February
        28, 2008. To execute our plans we will require substantial financing and
        are
        actively working on options to raise equity and/or debt financing through
        private placements and public offerings. However, in the event that we are
        unable to raise the financing to meet our needs, we will be required to scale
        back or slow our capital program. Should we be unable to acquire funding
        sufficient to effect our scheduled capital investments, we may be unable
        to
        create sufficient operating cash to fund our internal operating, general
        and
        administrative and public company costs, and we would be unable to establish
        and
        sustain profitability. Should we raise funds through equity and debt placements,
        existing equity and ownership in the Company could be negatively affected
        due to
        the dilution of existing equity ownership of our shares.
 
 Over
        the
        next twelve months we intend to use all available funds to continue the
        exploration and development of our oil and gas prospect opportunities. Our
        estimated cash requirements for the next twelve months are summarized below:
 ****
 Estimated
        Funding Required During the Twelve Month Period Ending February 28,
        2008
 
 Exploration,
                  drilling and development expendituresOakcrest
                  project (drilling and completion four wells)
              
              $
              14,000,000Mound
                  Branch project (testing existing wells, and drilling initial fifty
                  wells)
              
              
              7,000,000Mound
                  Branch gathering system
              
              
              4,000,000Brushy
                  Creek (Frio) project (Phases IV, V, VI, VII - drilling and completion
                  ten
                  wells)
              
              
              2,100,000Shamrock
                  (Frio) project (drilling and completion three wells)
              
              
              1,100,000Baxter
                  Bledsoe prospect (drill initial well)
              
              
              300,000Other
                  - Texas, Kansas and Kentucky
              
              
              500,000Operating
                  , general and administrative
              
              
              780,000Public
                  company expenses
              
              
              180,000Working
                  capital
              
              
              250,000**$**
              **30,210,000**
  
  *Product
        Research and Development*
 
 Our
        business plan is focused on the exploration and development of our oil and
        gas
        interests.
 
 We
        do not
        anticipate that we will expend any significant funds on research and development
        over the next twelve months ending February 28, 2008.
 
 *Purchase
        of Significant Equipment*
 
 We
        do not
        intend to purchase any significant equipment over the next twelve months.
 
 *Employees*
 
 Currently
        we have no full time or part-time employees. We utilize short term contractors,
        consultants and professional service providers, as necessary. Our directors
        and
        officers provide services on a month to month basis pursuant to oral
        arrangements, but have not signed employment or consulting agreements with
        us.
        We do not expect any material changes in the number of employees over the
        next
        twelve month period. We may enter formal written service agreements with
        our
        directors and officers in the future. We expect to utilize contractors and
        consultants as needed to meet our staffing needs, and will continue to
        periodically evaluate costs benefits of staffing our resource requirements
        externally or internally. We expect that the level of success of our exploration
        and development initiatives will drive the timing and level of employees
        that we
        may retain in the future.
 
 *Going
        Concern*
 
 The
        accompanying financial statements have been prepared assuming we will continue
        as a going concern. The Company is in its development stage and, accordingly,
        has several capital initiatives but no revenues. We have raised limited
        financing and have incurred operating losses since our inception. These
        factors raise substantial doubt about the our ability to continue as a
        going concern, and our ability to achieve and maintain profitability and
        positive cash flows are dependent on our ability to secure sufficient financing
        to fund the acquisition, drilling and development of profitable oil and gas
        properties. We are actively pursuing financing options which we believe would
        allow us to establish and sustain commercial production. There are no assurances
        that we will be able to obtain additional financing from investors or private
        lenders and, if available, such financing may not be on commercial terms
        acceptable to us or our stockholders. The financial statements do not include
        any adjustments that might result from the outcome of this
        uncertainty.
 
 We
        intend
        to raise financing sufficient to fund our capital expenditure and working
        capital requirements for the next twelve months principally through private
        placements and public offerings.
  *Recently
        Issued Accounting Standards*
 
 In
        July
        2006, the Financial Accounting Standards Board ("FASB") issued FASB
        Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -- an
        Interpretation of FASB Statement No. 109" ("FIN 48"), which clarifies the
        accounting for uncertainty in income tax positions. This Interpretation requires
        that Gulf Western recognize in its financial statements the impact of a tax
        position if that position is more likely than not of being sustained on audit,
        based on the technical merits of the position. We will be required to adopt
        FIN
        48 during the first quarter of fiscal 2008. We are currently evaluating the
        requirements of FIN 48 and have not yet determined the impact, if any; this
        interpretation may have on its financial statements.
 
 In
        September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS
        157"), which clarifies the definition of fair value, establishes guidelines
        for
        measuring fair value, and expands disclosures regarding fair value measurements,
        SFAS 157 does not require and new fair value measurements and eliminates
        inconsistencies in guidance found in various prior accounting pronouncements.
        SFAS 157 will be effective for Gulf Western on the first quarter of fiscal
        2008.
        We are currently evaluating the impact of adopting SFAS 157 on our financial
        statements.
 
 
 APPLICATION
        OF CRITICAL ACCOUNTING POLICIES
 
 Our
        financial statements and accompanying notes are prepared in accordance with
        accounting principles generally accepted in the United States. Preparing
        financial statements requires management to make estimates and assumptions
        that
        affect the reported amounts of assets, liabilities, revenue, and expenses.
        These
        estimates and assumptions are affected by management's application of accounting
        policies. We believe that understanding the basis and nature of the estimates
        and assumptions involved with the following aspects of our consolidated
        financial statements is critical to an understanding of our balance sheet,
        the
        statements of operations and stockholders' equity, and the cash flows statements
        included elsewhere in this filing.
  
  **Item
                3.**
              **Quantitative
                  and Qualitative Disclosures About Market
                  Risk**
 
 Market
        risk is the risk of loss arising from adverse changes in market rates and
        prices. We are exposed to risks related to increase in the prices of drilling
        rigs, field equipment and services, and commodity price fluctuations associated
        with crude oil, natural gas and natural gas liquid. We do not engage in
        commodity price hedging activities, but will evaluate hedges once we have
        production. We are exposed to currency rate fluctuations between the Canadian
        and U.S. dollar, that may arise from accounts payables that
        are denominated in Canadian dollars.
  **Item
                  4.**
              **Controls
                  and Procedures**
 
 As
        required by Rule 13a-15 under the Exchange Act, we have carried out an
        evaluation of the effectiveness of the design and operation of our company's
        disclosure controls and procedures as of the end of the period covered by
        this
        quarterly report, being February 28, 2007. This evaluation was carried out
        under
        the supervision and with the participation of our company's management,
        including our company's president, the chief executive officer and the chief
        financial officer. Based upon that evaluation, our company's president, the
        chief executive officer and the chief financial officer concluded that, our
        disclosure controls and procedures were not effective at the end of the period
        covered by this report, specifically with respect to the integration of the
        merged company’s operating and corporate business activities and our
        consolidation of business processes, systems and personnel resources to ensure
        and confirm that all information required for timely and accurate filings
        is
        identified, accumulated and reported in accordance with SEC rules and forms. Also
        as
        required by Rule 13a-15(d), we performed an evaluation of our internal controls
        over financial reporting to determine whether any changes occurred during
        the
        current quarter covered by this report that have materially affected, or
        are
        reasonably likely to materially affect our internal control over financial
        reporting.
 
 Disclosure
        controls and procedures are controls and other procedures that are designed
        to
        ensure that information required to be disclosed in our company's reports
        filed
        or submitted under the Exchange Act is recorded, processed, summarized and
        reported, within the time periods specified in the Securities and Exchange
        Commission's rules and forms. Disclosure controls and procedures include,
        without limitation, controls and procedures designed to ensure that information
        required to be disclosed in our company's reports filed under the Exchange
        Act
        is accumulated and communicated to management, including to our company's
        president, the chief executive officer and the chief financial officer as
        appropriate, to allow timely decisions regarding required
        disclosure.
 
 In
        our
        evaluation of the effectiveness of the design and operation of our disclosure
        controls and procedures for the prior quarter, we concluded that at the then
        Company’s formative stage of development, our disclosure controls and procedures
        were effective as of the end of the period covered by our prior quarter’s
        report. During the current quarter we consummated the reverse merger transaction
        between the Company and Wharton Resources Corp. We are continuing to integrate
        and consolidate the merged company’s back-office, administrative and financial
        reporting functions.
 
 In
        our
        evaluation of disclosure controls and procedures for the current quarter,
        we
        concluded that at our current level of capital project expansion that the
        controls, processes and procedures associated with disclosures were not
        operating as efficiently and effectively as we believe necessary. Our evaluation
        concluded that the disclosure controls and processes of the merged operations
        need to be further integrated and consolidated so that all information required
        by the company’s officers and directors to make timely decisions regarding the
        nature and extent of required information disclosures is accumulated and
        communicated to them within the necessary time frame to allow them to make
        the
        appropriate decisions as to the nature of and the associated timing of
        information disclosures pursuant to the rules and forms required by the SEC.
  
  **Part
        II - OTHER INFORMATION**
 
 **Item
                  1.**
              **Legal
                  Proceedings.**
 
 We
        know
        of no material, active or pending legal proceedings against our company,
        nor are
        we involved as a plaintiff in any material proceeding or pending litigation.
        There are no proceedings in which any of our directors, officers or affiliates,
        or any registered or beneficial shareholder, is an adverse party or has a
        material interest adverse to our interest.
 
 **Item
                  2.**
              **Unregistered
                  Sales of Equity Securities.**
 
 Pursuant
        to the Agreement and Plan of Merger dated November 21, 2006 between Georgia
        Exploration, Inc. (“Georgia”) and Wharton Resources Corp., (“Wharton”) and
        effective January 3, 2007, Georgia issued 30,000,000 shares of its common
        stock
        to the stockholders of Wharton. The shares were issued pursuant to the exemption
        from registration under the Securities Act of 1933, as amended (the “Securities
        Act”), available under Rule 506 of Regulation D (“Regulation D”) promulgated
        under the Securities Act, with all of such stockholders being “accredited
        investors,” as such term is defined in Rule 501(a) of Regulation D.
 
 On
        January 22, 2007, Georgia Exploration, Inc., issued 3,205,000 units at a
        price
        of $1.00 per unit, with each unit consisting of a share in the common stock
        of
        Georgia, one Class A warrant, and one Class B warrant, for aggregate proceeds
        of
        $3,205,000.  Each Class A warrant may be exercised at a price of $2.00 for
        a period of 3 years to acquire one additional share of Georgia.  Each Class
        B warrant may be exercised at a price of $3.00 for a period of 3 years to
        acquire one additional share or Georgia.  The securities were sold to
        non-US persons pursuant to Regulation S and to an accredited investor pursuant
        to Rule 506 of Regulation D under the *Securities
        Act of 1933* .
         The securities are restricted securities pursuant to Rule
        144.
  On
        February 1, 2007 Georgia Exploration issued 4,039,053 shares of its common
        stock
        and a $2,000,000 convertible debenture to Orbit Energy, LLC (“Orbit", as
        consideration for the acquisition of certain oil and gas interests. The shares
        were issued pursuant to section 4(2) of the Securities Act of 1933 on the
        basis
        of the relationship of the beneficial owners of Orbit being directors and
        officers of Georgia Exploration. The terms of the convertible debenture are
        set
        forth in Form 8K - Current Report dated January 30, 2007, and are incorporated
        herein by reference.
  **Item
                  3.**
              **Defaults
                  Upon Senior Securities.**
 
 None.
 
 **Item
                  4.**
              **Submission
                  of Matters to a Vote of Security
                  Holders.**
 
 None.
 
 **Item
                  5.**
              **Other
                  Information.**
 
 None.
 
 **Item
                  6.**
              **Exhibits.**
 
 *Exhibits
        Required by Item 601 of Regulation S-B.*
 
 Exhibit
        Number/Description
 
 **(2)**
              **Articles
                  of Incorporation and
                  Bylaws**
 
 2.1  Agreement
        and Plan of Merger, dated November 21, 2006, among the Registrant, GEX
        Acquisition Corp., Wharton Resources Corp., and the stockholders of
        Wharton 1
  
 
 **(3)**
              **Articles
                  of Incorporation**
  3.1
              Articles
                  of Incorporation2
   1
        Incorporated by reference from Current Report on Form 8-K for the event of
        November 21, 2006, as filed with the Securities and Exchange Commission on
        November 28, 2006.
 2
        Incorporated by reference from the Registration Statement on Form SB-2, as
        filed
        with the Securities and Exchange Commission on May 3, 2006.
  
 **(10)**
              **Material
                  Contracts**
 
 10.1 Agreement
        between Wharton Resources LP and CodeAmerica Investments LLC effective October
        1, 2006 for the purchase of 3,400 oil and gas lease acreage located in Bell
        County, Kentucky. Incorporated by reference to the current report on Form
        10QSB
        for the period ended November 30, 2007.
 
 10.2 Agreement
        between Wharton Resources LP and CodeAmerica Investments LLC effective February
        1, 2006 for the purchase of 2,200 oil and gas lease acreage located in Clay
        County, Kentucky. Incorporated by reference to the current report on Form
        10QSB
        for the period ended November 30, 2007.
 
 10.3 Agreement
        between Wharton Resources LP and Orbit Energy, LLC effective September 1,
        2006
        for the development of the Mound Branch Prospect in Elk County, Kansas.
        Incorporated by reference to the current report on Form 10QSB for the period
        ended November 30, 2007.
 
 10.4 Assignment
        of Oil, Gas and Mineral Leases effective April 28, 2006 by and between
        CodeAmerica Investments, LLC and Wharton Resources LP for its oil and gas
        lease
        interests located in Wharton County, Texas. Incorporated by reference to
        the
        current report on Form 10QSB for the period ended November 30,
        2007.
 
 10.5   Purchase
        and Sale Agreement between Georgia Exploration, Inc. and Orbit Energy, LLC
        dated
        January 30, 2007 for the purchase of Orbit’s interest in the Mound Branch
        Project. Incorporated by reference to the Form 8-K dated January 30, 2007.
 
 10.6   Convertible
        Debenture dated January 30, 2007 for the purchase of the Mound Branch interest
        by Georgia Exploration, Inc. from Orbit Energy, LLC. Incorporated by reference
        to the Form 8-K dated January 30, 2007.
 
 10.7   Assignment
        of Orbit Energy, LLC working Interest in oil and gas wells. Incorporated
        by
        reference to the Form 8-K dated January 30, 2007.
 
 10.8   Assignment
        of Orbit Energy, LLC oil and gas lease interests. Incorporated by reference
        to
        the Form 8-K dated January 30, 2007.
  **(31)**
              **Section
                  302 Certifications**
 
 31.1 Chief
        Executive Officer Certification Pursuant to Section 13a-14 of the Securities
        Exchange Act
 
 31.2 Chief
        Financial Officer Certification Pursuant to Section 13a-14 of the Securities
        Exchange Act
 
 **(32)**
              **Section
                  906 Certification**
 
 32.1 Certification
        Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
        the
        Sarbanes-Oxley Act of 2002
 
 32.2 Certification
        Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
        the
        Sarbanes-Oxley Act of 2002
  
  **SIGNATURES**
 
 Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, the registrant has duly caused this report to be signed on its behalf
        by
        the undersigned, thereunto duly authorized.
 
 **GULF
                  WESTERN PETROLEUM ORPORATION**By:
              /s/
                  Wm Milton CoxWm
                  Milton CoxChairman
                  and Chief Executive OfficerDate:
                  April 24, 2007By:
              /s/
                  Sam NastatBassam
                  NastatPresident
                  and DirectorDate:
                  April 24 2007By:
              /s/
                  Donald L. SytsmaDonald
                  L. SytsmaChief
                  Financial Officer and DirectorDate:
                  April 24, 2007