UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549





FORM
10-QSB/A





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





For the
quarterly period ended     November 30,
2007





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





For the
transition period from _________________to_________________





Commission
file number    000-52309






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





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







4801 Woodway Drive, Suite
      306WHouston, 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 29,
2008 was 57,853,107 shares of common stock, par value $0.001.





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









Explanatory
Note





The
changes made to this quarterly report on Form 10-QSB/A for the period ending
November 30, 2007 include: (i) revising the presentation of our consolidated
financial statements and the notes thereto with the respect to the accounting
for transactions with related parties at fair value  in accordance
with Emerging Issues Task Force Issue 02-5 rather than at the related parties’
historical cost basis of the oil and gas properties acquired from related
parties; and (ii) certain other minor corrections to this quarterly
report.  These changes are made to reflect the effect of transactions
that occurred prior to August 31, 2007 for which a Form 10-KSB/A was
filed on April 21, 2008.






PART
I – Financial Information
 
 Item
      1.
              Financial
      Statements
 
 Our
consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States
Generally Accepted Accounting Principles.




GULF
WESTERN PETROLEUM CORPORATION


(A
DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
BALANCE SHEETS


(Unaudited)




November 30,
              2007
            
            
            August 31,
              2007ASSETS
            
            (Restated)
            
            
            RestatedCurrent
      assetsCash
            
            $
            82,665
            
            
            $
            1,925Accounts
      receivable – joint interest partners
            
            
            198,073
            
            
            
            198,106Accounts
      receivable – related party
            
            
            -
            
            
            
            11,488Deferred
      financing costs, net of amortization of $78,115, and $0,
      respectively
            
            
            273,885
            
            
            
            -Other
      current assets
            
            
            44,138
            
            
            
            -Total
      current assets
            
            
            598,761
            
            
            
            211,519Deferred
      financing costs, net of amortization of $63,138 and $7,015,
      respectively
            
            
            -
            
            
            
            56,123Office
      equipment, net of depreciation of $7,654 and $6,507,
      respectively
            
            
            12,038
            
            
            
            13,185Oil
      and gas properties, full cost method:Properties
      subject to amortization, net of amortization of $0 and $0,
      respectively
            
            
            2,821,994
            
            
            
            1,090,988Properties
      not subject to amortization
            
            
            9,618,610
            
            
            
            10,642.207Total
      assets
            
            $
            13,051,403
            
            
            $
            12,014,022LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilitiesAccounts
      payable
            
            $
            163,892
            
            
            $
            1,065,092Accounts
      payable – related parties
            
            
            231,378
            
            
            
            677,402Advances
      from stockholder
            
            
            -
            
            
            
            120,000Accrued
      interest
            
            
            112,578
            
            
            
            15,041Accrued
      interest – convertible note related party
            
            
            16,438
            
            
            
            116,712Convertible
      notes payable, net of unamortized debt discount of $1,205,330 and $11,290,
      respectively
            
            
            2,494,670
            
            
            
            238,710Registration
      rights penalties
            
            
            150,000
            
            
            
            -Stock
      payable
            
            
            150,000
            
            
            
            100,000Total
      current liabilities
            
            
            3,318,956
            
            
            
            2,332,957Convertible
      note – related party
            
            
            2,000,000
            
            
            
            2,000,000Convertible
      notes payable, net of unamortized debt discount of $-0- and $17,536,
      respectively
            
            
            25,000
            
            
            
            482,464Asset
      retirement obligation
            
            
            51,473
            
            
            
            50,949Total
      liabilities
            
            
            5,395,429
            
            
            
            4,866,370STOCKHOLDERS’
      EQUITYCommon
      shares, $0.001 par value, 1.2 billion shares authorized, 56,603,107 and
      53,489,662 shares issued and outstanding, respectively
            
            
            56,603
            
            
            
            53,490Additional
      paid-in capital
            
            
            13,305,408
            
            
            
            10,911,412Deficit
      accumulated during the development stage
            
            
            (5,706,037
            )
            
            
            (3,817,250
            )Total
      stockholders’ equity
            
            
            7,655,974
            
            
            
            7,147,652Total
      liabilities and stockholders’ equity
            
            $
            13,051,403
            
            
            $
            12,014,022








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











GULF
WESTERN PETROLEUM CORPORATION


(A
DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
STATEMENTS OF OPERATIONS


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


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


(Unaudited)





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








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







GULF
WESTERN PETROLEUM CORPORATION


(A
DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
STATEMENTS OF CASH FLOW


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


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


(Unaudited)





Three
      Months
              Ended
              November
      30, 2007
            
            
            Three
      Months
              Ended
              November
      30, 2006
            
            
            Inception
              through
              November
      30, 2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            (1,888,787
            )
            
            $
            (132,187
            )
            
            $
            (5,706,037
            )Adjustments
      to reconcile net loss to cash used in operating
      activities:Depreciation
            
            
            1,147
            
            
            
            675
            
            
            
            7,654Foreign
      currency exchange (gain) loss
            
            
            -
            
            
            
            (9,994
            )
            
            
            12,128Amortization
      of debt discount
            
            
            373,206
            
            
            
            -
            
            
            
            473,019Amortization
      of deferred financing costs
            
            
            134,238
            
            
            
            -
            
            
            
            141,253Bonus
      shares on notes payable
            
            
            -
            
            
            
            -
            
            
            
            400,000Issuance
      of shares for services and notes payable
            
            
            20,887
            
            
            
            -
            
            
            
            411,387Amortization
      of stock option expense
            
            
            380,512
            
            
            
            -
            
            
            
            1,119,111Accretion
      expense
            
            
            524
            
            
            
            -
            
            
            
            524Net
      change in:Accounts
      receivable – joint interest
            
            
            33
            
            
            
            -
            
            
            
            (198,073
            )Accounts
      receivable – related parties
            
            
            11,488
            
            
            
            -
            
            
            
            -Other
      assets
            
            
            (44,138
            )
            
            
            -
            
            
            
            (44,138
            )Accounts
      payable
            
            
            (901,200
            )
            
            
            (278,101
            )
            
            
            157,936Accounts
      payable - related parties
            
            
            (446,024
            )
            
            
            123,199
            
            
            
            231,378Bank
      overdraft
            
            
            -
            
            
            
            42,206
            
            
            
            -Accrued
      interest
            
            
            97,537
            
            
            
            20,359
            
            
            
            112,578Accrued
      interest – related parties
            
            
            (100,274
            )
            
            
            -
            
            
            
            16,438Registration
      rights penalties
            
            
            150,000
            
            
            
            -
            
            
            
            150,000CASH
      FLOWS USED IN OPERATING ACTIVITIES
            
            
            (2,210,851
            )
            
            
            (233,843
            )
            
            
            (2, 714,842
            )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of property and equipment
            
            
            -
            
            
            
            -
            
            
            
            (19,692
            )Investment
      in oil and gas properties
            
            
            (707,409
            )
            
            
            (556,493
            )
            
            
            (5,889,106
            )CASH
      FLOWS USED IN INVESTING ACTIVITIES
            
            
            (707,409
            )
            
            
            (556,493
            )
            
            
            (5,908,798
            )CASH
      FLOWS FROM FINANCING ACTIVITIESStock
      subscription advances, net
            
            
            50,000
            
            
            
            -
            
            
            
            50,000Advances
      from stockholder
            
            
            (120,000
            )
            
            
            -
            
            
            
            -Proceeds
      from private placement unit sales
            
            
            500,000
            
            
            
            -
            
            
            
            5,315,000Proceeds
      from notes payable
            
            
            -
            
            
            
            540,255
            
            
            
            853,276Proceeds
      from convertible notes payable
            
            
            2,819,000
            
            
            
            -
            
            
            
            3,591,047Repayment
      of notes payable
            
            
            -
            
            
            
            (62,500
            )
            
            
            (853,018
            )Repayment
      of convertible notes payable
            
            
            (250,000
            )
            
            
            -
            
            
            
            (250,000
            )CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
            
            
            2,999,000
            
            
            
            477,755
            
            
            
            8,706,305NET
      INCREASE (DECREASE) IN CASH
            
            
            80,740
            
            
            
            (312,581
            )
            
            
            82,665Cash,
      beginning of period
            
            
            1,925
            
            
            
            312,581
            
            
            
            -Cash,
      end of period
            
            $
            82,665
            
            
            $
            -
            
            
            $
            82,665Cash
      paid for:Interest
            
            $
            6,329
            
            
            $
            1,302
            
            
            $
            29,258Interest
      – related parties
            
            $
            156,466
            
            
            $
            -
            
            
            $
            156,466Income
      taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -Supplemental
      Schedule of Non-cash Investing and Financing
    Activities:Issuance
      of founders shares
            
            $
            -
            
            
            $
            -
            
            
            $
            1,000Assignment
      and rescission of oil and gas properties  from
      parent
            
            
            -
            
            
            
            (460,496
            )
            
            
            -Common
      shares issued to acquire oil and gas properties
            
            
            -
            
            
            
            460,496
            
            
            
            4,499,549Convertible
      note to related party for acquisition of oil and gas
      interests
            
            
            -
            
            
            
            -
            
            
            
            2,000,000Discount
      on senior secured convertible notes for beneficial conversion feature of
      notes, and relative fair value of stock and warrants issued in connection
      with notes
            
            
            1,399,710
            
            
            
            -
            
            
            
            1,399,710Issuance
      of common shares to placement agent in connection with senior secured
      convertible notes
            
            
            96,000
            
            
            
            -
            
            
            
            96,000Issuance
      of common shares for convertible debentures
            
            
            -
            
            
            
            -
            
            
            
            78,477Asset
      retirement obligation incurred
            
            
            -
            
            
            
            -
            
            
            
            50,949Fair
      value of warrants issued with debt
            
            
            -
            
            
            
            -
            
            
            
            66,387Discount
      on debt for beneficial conversion feature of
debentures
            
            $
            -
            
            
            $
            -
            
            
            $
            75,390








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







GULF
WESTERN PETROLEUM CORPORATION


(A
DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY


For
the Period from Inception (January 20, 2005)


Through
November 30, 2007


(Unaudited)




Common
              Shares
            
            
            Par
              Amount
            
            
            Additional
              Paid-In-Capital
            
            
            Accumulated
              Deficit
            
            
            TotalIssuance
      of common shares at inception
            
            
            25,000,000
            
            
            $
            25,000
            
            
            $
            (24,000
            )
            
            $
            -
            
            
            $
            1,000Net
      loss, inception through August 31, 2005
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (228,744
            )
            
            
            (228,744
            )Balance,
      August 31, 2005
            
            
            25,000,000
            
            
            $
            25,000
            
            
            
            (24,000
            )
            
            $
            (228,744
            )
            
            $
            (227,744
            )Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (356,382
            )
            
            
            (356,382
            )Balance,
      August 31, 2006
            
            
            25,000,000
            
            
            $
            25,000
            
            
            $
            (24,000
            )
            
            $
            (585,126
            )
            
            $
            (584,126
            )Issuance
      of common shares to related party for oil and gas
      properties-October
      16, 2006 ($0.09 per share)
            
            
            5,000,000
            
            
            
            5,000
            
            
            
            455,496
            
            
            
            -
            
            
            
            460,496Balance,
      January 3, 2007 (prior to reverse merger)
            
            
            30,000,000
            
            
            $
            30,000
            
            
            $
            431,496
            
            
            $
            (585,126
            )
            
            $
            (123,630
            )Common
      shares recapitalized for reverse merger-January
      3, 2007 ($0.001 per share)
            
            
            27,645,000
            
            
            
            27,645
            
            
            
            (27,645
            )
            
            
            -
            
            
            
            -Cancellation
      of shares on reverse merger-January
      3, 2007 ($0.001 per share)
            
            
            (15,645,000
            )
            
            
            (15,645
            )
            
            
            15,645
            
            
            
            -
            
            
            
            -Balance,
      January 3, 2007 (after reverse merger)
            
            
            42,000,000
            
            
            $
            42,000
            
            
            $
            419,496
            
            
            $
            (585,126
            )
            
            $
            (123,630
            )Issuance
      of common shares for debenture-January
      3, 2007 ($0.73 per share)
            
            
            108,109
            
            
            
            108
            
            
            
            78,369
            
            
            
            -
            
            
            
            78,477Beneficial
      conversion feature of debentures
            
            
            -
            
            
            
            -
            
            
            
            75,390
            
            
            
            -
            
            
            
            75,390Issuance
      of common shares to related party for oil and gas
      properties-January
      30, 2007 ($1.00 per share)
            
            
            4,039,053
            
            
            
            4,039
            
            
            
            4,035,014
            
            
            
            -
            
            
            
            4,039,053Issuance
      of units for cash in private placement-January
      22, 2007 ($1.00 per unit)
            
            
            3,205,000
            
            
            
            3,205
            
            
            
            3,201,795
            
            
            
            -
            
            
            
            3,205,000-May
      10, 2007 ($1.00 per unit)
            
            
            525,000
            
            
            
            525
            
            
            
            524,475
            
            
            
            -
            
            
            
            525,000-August
      16, 2007 ($0.40 per unit)
            
            
            1,712,500
            
            
            
            1,713
            
            
            
            683,287
            
            
            
            -
            
            
            
            685,000-August
      31, 2007 ($0.40 per unit)
            
            
            1,000,000
            
            
            
            1,000
            
            
            
            399,000
            
            
            
            -
            
            
            
            400,000Issuance
      of warrants for services in private placement
            
            
            -
            
            
            
            -
            
            
            
            13,138
            
            
            
            -
            
            
            
            13,138







GULF
WESTERN PETROLEUM CORPORATION


(A
DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY, continued


For
the Period from Inception (January 20, 2005)


Through
November 30, 2007


(Unaudited)





Issuance
      of common shares for services-May
      10, 2007 ($0.72 per share)
            
            
            500,000
            
            
            
            500
            
            
            
            359,500
            
            
            
            -
            
            
            
            360,000-August
      1, 2007 ($0.31 per share)
            
            
            100,000
            
            
            
            100
            
            
            
            30,400
            
            
            
            -
            
            
            
            30,500Issuance
      of common shares under terms of and extension of notes
    payable-May
      10, 2007 ($1.00 per share)
            
            
            200,000
            
            
            
            200
            
            
            
            199,800
            
            
            
            -
            
            
            
            200,000-August
      31, 2007 ($1.00 per share)
            
            
            100,000
            
            
            
            100
            
            
            
            99,900
            
            
            
            -
            
            
            
            100,000Amortization
      of stock options
            
            
            -
            
            
            
            -
            
            
            
            738,599
            
            
            
            -
            
            
            
            738,599Fair
      value of warrants issued in conjunction with loans
            
            
            -
            
            
            
            -
            
            
            
            53,249
            
            
            
            -
            
            
            
            53,249Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (3,232,124
            )
            
            
            (3,232,124
            )Balance,
      August 31, 2007 (restated)
            
            
            53,489,662
            
            
            $
            53,490
            
            
            $
            10,911,412
            
            
            $
            (3,817,250
            )
            
            $
            7,147,652Intrinsic
      value of beneficial conversion feature of, and relative fair value of
      common shares and warrants issued in conjunction with convertible secured
      notes issued on September 10, 2007
            
            
            1,500,000
            
            
            
            1,500
            
            
            
            1,398,210
            
            
            
            -
            
            
            
            1,399,710Issuance
      of common shares for services-
      September 10, 2007($0.32 per share)
            
            
            300,000
            
            
            
            300
            
            
            
            95,700
            
            
            
            -
            
            
            
            96,000-
      September 12, 2007($0.32 per share)
            
            
            51,725
            
            
            
            52
            
            
            
            16,500
            
            
            
            -
            
            
            
            16,552Issuance
      of common shares under terms of note payable, September 14, 2007 ($0.37
      per share)
            
            
            11,720
            
            
            
            11
            
            
            
            4,324
            
            
            
            -
            
            
            
            4,335Issuance
      of units for cash in private placement, September 20, 2007 ($0.40 per
      unit)
            
            
            1,250,000
            
            
            
            1,250
            
            
            
            498,750
            
            
            
            -
            
            
            
            500,000Amortization
      of stock options
            
            
            -
            
            
            
            -
            
            
            
            380,512
            
            
            
            -
            
            
            
            380,512Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,888,787
            )
            
            
            (1,888,787
            )Balance,
      November 30, 2007 (restated)
            
            
            56,603,107
            
            
            $
            56,603
            
            
            $
            13,305,408
            
            
            $
            (5,706,037
            )
            
            $
            7,655,974








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










GULF
WESTERN PETROLEUM CORPORATION


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)








NOTE
1 – ORGANIZATION AND BUSINESS OPERATIONS





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




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




For
Securities and Exchange Commission ("SEC") reporting purposes, the merger
between Gulf Western and Wharton was treated as a reverse merger with Wharton
being the “accounting acquirer” and, accordingly, it assumed Gulf Western’s
reporting obligations with the SEC.   In accordance with SEC
requirements, the historical consolidated financial statements and related
disclosures presented herein for the period prior to the date of merger (i.e.,
January 3, 2007) are those of Wharton since its inception on January 20,
2005.   In conjunction with the merger, each outstanding share of
Wharton was converted into 25,000 common shares in Gulf Western with a total of
30,000,000 common shares issued to the former Wharton
stockholders.  Of the 27,645,000 shares of Gulf Western outstanding at
the time of the merger, 15,645,000 shares of Gulf Western’s outstanding common
stock were cancelled concurrent with the closing of the
merger.   Immediately following the merger, a total of 42,000,000
shares of common stock were issued and outstanding.  Wharton assumed
the net liabilities of Gulf Western totaling $66,631 which were recorded as an
expense on the date of merger.




The
accompanying unaudited interim consolidated financial statements of Gulf Western
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the SEC, and should be read in
conjunction with the audited consolidated financial statements and notes thereto
contained in Gulf Western’s Annual Report on Form 10-KSB/A filed with the SEC on
April 21, 2008.  In the opinion of management, all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim periods presented have
been reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes to
the consolidated financial statements which would substantially duplicate the
disclosures contained in the audited consolidated financial statements for the
most recent fiscal year ending August 31, 2007 as reported in its Form 10-KSB/A
filed on April 21, 2008 have been omitted.







NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis
of presentation




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




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









Use
of estimates




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




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




Reclassification




Certain
amounts in prior periods have been reclassified to conform to the current period
presentation.




Accounts
receivable




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




Oil
and gas properties




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




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




Ceiling
test




In
applying the full cost method, Gulf Western performs an impairment test (ceiling
test) at each reporting date, whereby the carrying value of property and
equipment is compared to the estimated present value, of its proved reserves
discounted at a 10-percent interest rate of future net revenues, based on
current economic and operating conditions, plus the cost of properties not being
amortized, plus the lower of cost or fair market value of unproved properties
included in costs being amortized, less the income tax effects related to book
and tax basis differences of the properties.  As of November 30, 2007,
no impairment of oil and gas properties was recorded.









Oil
and gas properties, not subject to amortization




Gulf
Western holds oil and gas interests in Texas, Kansas and Kentucky pursuant to
lease agreements. Gulf Western is currently drilling Frio formation wells in
Dewitt and Lavaca County, Texas. Upon completion of drilling and initial
well production from the Frio formation wells, Gulf Western will commence
amortization (on a unit-of-production basis) of the acquisition, geological
and geophysical, drilling and development costs incurred and included in
oil and gas properties.





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




Debt




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




Asset
retirement obligations




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




Revenue
and cost recognition




Gulf
Western uses the sales method to account for sales of crude oil and natural
gas.  Under this method, revenues are recognized based on actual
volumes of oil and gas sold to purchasers. The volumes sold may differ from the
volumes to which Gulf Western is entitled based on our interest in the
properties. These differences create imbalances which are recognized as a
liability only when the imbalance exceeds the estimate of remaining
reserves.  Costs associated with production are expensed in the period
incurred.






NOTE
3 – GOING CONCERN





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









NOTE
4 - RELATED PARTY TRANSACTIONS




Mound
Branch Project, Elk County, Kansas




Gulf
Western issued 4,039,053 common shares to Orbit Energy, LLC (“Orbit”) for the
January 30, 2007 purchase of the Mound Branch Project. The common shares were
subject to surrender if Orbit's delivery of an independent report assessing the
fair value of the purchased assets was less than the purchase price of $6.8
million. In the event the valuation was less than the $6.8 million purchase
price, then the number of shares to be surrendered by Orbit would be ratably
determined based on the lower valuation, and would be cancelled and returned to
Gulf Western’s treasury. The purchase and sale agreement provided for Orbit to
deliver the independent valuation report to Gulf Western not later than January
30, 2008.  To date no shares have been surrendered by
Orbit.







Advances
from Stockholder




From
time to time during Gulf Western’s development, stockholders have expended
amounts on behalf of Gulf Western and loaned the Company funds to meet operating
and capital requirements.  During the three months ended November 30,
2007, Gulf Western repaid CodeAmerica $120,000 for cash advances made to Gulf
Western in May and April 2007.  The cash advances are due on
demand.






NOTE
5 – OIL AND GAS PROPERTIES




All of
Gulf Western’s oil and gas properties are located in the United
States.  No amortization of expense has been recorded by Gulf Western
since its inception as no production or sales has occurred through the period
ending November 30, 2007.




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




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




Fiscal
      Year Incurred
            
            Acquisition
              Costs
              (Restated)
            
            
            Exploration
              Costs
            
            
            Total
              (Restated)2006
            
            $
            12,000
            
            
            
            -
            
            
            $
            12,0002007
            
            
            5,240,098
            
            
            
            3,661,996
            
            
            
            8,902,0942008
            
            
            70,672
            
            
            
            633,844
            
            
            
            704,516Total
            
            $
            5,322,770
            
            
            
            4,295,840
            
            
            $
            9,618,610





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









NOTE
6 – SECURED CONVERTIBLE NOTES PAYABLE





Senior
Secured Convertible Notes Payable




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




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




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




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




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









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




Convertible
Secured Note




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




Short-Term
Convertible Note




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




Orbit
Energy, LLC Mound Branch Convertible Note




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




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






NOTE
7 – STOCKHOLDERS’ EQUITY




Issuance
of Common Shares and Warrants In Private Placement Offerings




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




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









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





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




Shares
Issued for Services




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






NOTE
8 – WARRANTS




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




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





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






NOTE
9 – RESTATEMENT
  Gulf
Western concluded that it was necessary to revise its accounting treatment for
its acquisition oil and gas interests made from related parties, to record
the acquisitions of the Mound Branch Project; the Baxter Bledsoe Prospect; and
the Bell Prospect at fair market value of the interests acquired in lieu of
recording the acquisitions at the related party seller’s historical cost in the
assets acquired. Gulf Western previously accounted for the difference
between fair value and historical cost as a deemed dividend. The oil and
gas interests were acquired from related parties that exercise substantive
control over Gulf Western, through their direct and indirect common share
holdings and their director and senior officer positions with Gulf Western. EITF
02-5 provides that a 50% threshold of the voting ownership interest in
related party entities is required in order for entities of related parties to
be deemed to be under common control. In the absence of meeting the 50%
threshold of control, EITF 02-5 provides that the interests acquired
be recorded by the acquirer at fair market value. Accordingly, Gulf
Western increased its oil and gas investments by $3,817,432 at August 31,
2007 and November 30, 2007, and revised its previously recorded deemed
dividend, resulting in an increase to additional paid in capital of $3,817,432,
during the year ended August 31, 2007.
  The effect of the change in accounting
treatment for the acquisition of oil and gas interests made from related parties
to record the acquisitions in accordance with EITF 02-5 was as
follows:
 
 As
      of November 30, 2007:
                
                As
      Originally Reported
                
                
                Adjustments
                
                
                As, RestatedProperties
      not subject to amortization
                
                $
                5,801,178
                
                
                
                3,817,432
                (1)
                
                $
                9,618,610Additional
      paid-in capital
                
                $
                9,487,976
                
                
                
                3,817,432
                (1)
                
                $
                13,305,408
  (1)
                To
      record acquisition of oil and gas properties at fair market
      value.










Item
      2.
            Plan
      of Operations




The
following Plan of Operations should be read in conjunction with our consolidated
financial statements and related notes included elsewhere in this Form 10-QSB.
Our consolidated financial statements are prepared in accordance with United
States Generally Accepted Accounting Principles. In this quarterly report,
unless otherwise specified, all dollar amounts are expressed in United States
dollars. All references to “common shares” refer to the common shares in our
capital stock.  As used in this quarterly report, the terms “we”, “us”
and “our” refer to Gulf Western Petroleum Corporation, unless otherwise
indicated.




We are an
oil and natural gas exploration and development company.  We have not
generated operating revenues since our inception on January 20, 2005 through the
end of the period covered by this quarterly report.  We are a
development stage company, and our consolidated financial statements contained
herein are prepared in accordance with SFAS No. 7, Accounting and Reporting by
Development Stage Enterprises.  This quarterly report, including the
consolidated financial statements and notes contained herein together with this
Plan of Operations, should be read in conjunction with the description of our
business and the description of our properties contained in our Annual Report on
Form 10-KSB/A for the year ended August 31, 2007.




We are
engaged in the acquisition, exploration and development of oil and natural gas
reserves in the United States.  We currently hold oil and gas lease
interests in Texas, Kansas and Kentucky.  Our Texas Frio formation
Shamrock and Brushy Creek Projects consist of oil and gas interests in eleven
producing non-operated wells that were drilled, completed and interconnected
during calendar year 2007.  These eleven wells commenced commercial
production during the months of December 2007 and January 2008.




As of
August 31, 2007, we hold proved undeveloped reserves in our Oakcrest Prospect
located in Wharton County, Texas with estimated proved recoverable reserves of
approximately 3.9 Bcfe net to our interests. We are actively pursuing financing
to initiate the drilling of our Oakcrest Prospect reserves.  We are also
engaged in a natural gas supply and gas gathering system development project in
Southeast Kansas to develop and interconnect wells in the Mound Branch
Prospect.  We intend to fund this through project financing, joint interest
participation or other agreements that could entail a scaling back of our
economic participation in the gathering system in order to effect the
construction of the infrastructure necessary to deliver wellhead production from
existing wells, and new wells to be drilled into downstream consuming
markets.  We also hold exploratory oil and gas lease interests in Kentucky
on our Baxter Bledsoe and Bell Prospects for which we believe that we will be
able to determine potential recoverable reserves estimates once an initial
exploratory well is drilled.




Since our
inception, we have funded our oil and gas exploration and development
activities, and our operating and working capital requirements, through the
issuance of equity and debt securities, and through the contribution of funds
and services by our officers and directors, some of which are also our principal
shareholders.   Our issuances of securities have involved, among
other things, a series of private equity placements with units consisting of
common shares and warrants, the issuance of convertible securities in the form
of secured notes and various bridge and short term notes.




Our
monthly net operating cash requirements, including interest payments, are
approximately $75,000 each month.  Our available cash at December 31,
2007 was $19,500.  To execute our business plan, we will be required
to raise substantial capital in the near term.  While production from
our Shamrock and Brushy Creek Projects is expected to provide revenues and cash
flows to fund some of our operating cash requirements over the next twelve
months, we will need to rely primarily on external sources of financing to fully
fund our operating cash requirements, capital expenditure program and to meet
debt service obligations.  An interest payment of $265,500 for the
first six months on the convertible notes is due on March 10, 2008, and $46,250
each month thereafter until the notes mature on September 10, 2008 or are
converted into shares of our common stock.  If the notes are not
converted by the noteholders prior to their maturity, we will require additional
external financing to meet our $3.7 million principal debt service
obligation.




Over the
next twelve months, we intend to use substantially all of our funds as they
become available to fund our operating cash requirements of $1.4 million; to
fund our $11.7 million exploration and development projects; and to meet our
$3.7 million debt principal repayment obligations on the convertible
notes.  Investments related to our exploration and development
projects include approximately (i) $8.9 million to drill a minimum of two
Oakcrest Prospect wells in Texas; (ii) $1.3 million on the development of the
gas supply and gathering system for the Mound Branch Project; (iii) $1.2 million
for other prospect identification, screening, evaluation and development; and
(iv) $300,000 to drill a test exploration well in Kentucky on the Baxter Bledsoe
Prospect.









Estimated
      Funding Requirements During the Twelve Months Ending November 30,
      2008Exploration,
      drilling, development and operating expendituresOakcrest
      Prospect – Drilling and completion of two Wilcox formation
      wells
            
            $
            8,900,000Mound
      Branch Project – Development of natural gas reserves and gas gathering
      system
            
            
            1,300,000Baxter
      Bledsoe Prospect - Drill initial exploratory well
            
            
            300,000Other
      prospects
            
            
            1,200,000Debt
      service, principal on convertible notes
            
            
            3,700,000Operating, general and
      administrative, and interest, net(1)
            
            
            900,000Working
      capital
            
            
            500,000Total
            
            $
            16,800,000








(1)
            Operating,
      G&A and debt interest, net of estimated operating cash flows from our
      interests in the Shamrock and Brushy Creek Projects production. Average
      daily Shamrock production net to our interests is currently approximately
      352 Mcf per day, and Brushy Creek production net to our interests is
      currently approximately 235 Mcf per day.   The current
      estimated average wellhead net back price being realized by us is
      approximately $7.25 per Mcf.




The
status of our current oil and gas projects and prospects, specific milestones
and steps necessary to accomplish each milestone, timeframe and funding
necessary are:




Texas
Shamrock and Brushy Creek Projects




The five
Frio formation wells that comprise the Shamrock Project have all been drilled,
completed and interconnected into the downstream sales line.  Sales
from the wells commenced on December 11, 2007.   Under current
operating pressure conditions average daily gross production is estimated to be
approximately 750 Mcf – 850 Mcf per day for the five wells in total, and we hold
an average net revenue interest of approximately 45.4% in the five
wells.  We have funded all required capital expenditure investments in
the Shamrock Project associated with our net interest.




We
participated in the drilling of seven Frio formation wells that constituted the
Brushy Creek IV, V and VI Projects.   Five of the wells have been
completed in the Frio formation and production sales have
commenced.  A sixth well has been completed into the shallower
Miocene formation, and sales of production has commenced.  The seventh
well is not currently scheduled for completion.  The average daily
gross production from the six completed wells is estimated to be approximately
925 Mcf – 1,000 Mcf per day, and we hold an average net revenue interest of
25.5% in the six wells.  We have funded all required capital
investment in the Brushy Creek IV, V and VI Projects associated with our
net interest.




We are
currently evaluating participation in the drilling of three additional Frio
formation wells that are part of the Brushy Creek VII Project; however, we have
not yet made a definitive determination as to whether we will participate in the
three additional wells.   Should we participate in the Brushy
Creek VII Project, our share of capital expenditures in the three wells will
total approximately $928,000 net to our interest.




Texas
Oakcrest (Wilcox formation) Prospect




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




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









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




Mound
Branch Reserve and Gathering System Project




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




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




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




Our plan
of action is to finalize the terms and conditions of the gas gathering system
with the third party developer during the first three months of
2008.  The construction period for the gas gathering system is
approximately 75 – 90 days, and once a deal is in place, we expect that the
third-party gathering system developer would have the system constructed and
placed in service by the end of our fiscal year on August 31,
2008.   Concurrent with the gathering system being placed into
service, our next milestone will be to acquire funding for the initial stage of
our proposed 150-well drilling program.  Assuming completion of the
gathering system by August 31, 2008, we expect to commence the drilling program
by the end of the calendar year 2008.




Based on
our plan of operations, our current available cash is not sufficient to fund our
capital and operating requirements over the next twelve-month period. To execute
our plans, we will require substantial financing and are actively working on
options to raise equity and/or debt financing through private placements and
public offerings.  However, in the event that we are unable to raise
the financing to meet our needs, or if we are able to obtain sufficient
financing from investors or private lenders but it is on commercial terms
unacceptable to us or our stockholders, we will be required to scale back or
slow our capital program. Should we raise funds through equity and debt
placements, existing equity ownership in us could be negatively affected due to
the dilution of existing equity ownership of our
shares.  Substantially all our assets are pledged as security to the
lenders.  Therefore, if we are not successful in executing our plan or
unable to repay the $3.7 million principal balance on the maturity of the notes,
we may be unable to continue our business and as a result may be required to
scale back or cease operations of our business, the result of which would be
that our stockholders would lose some or all of their investment.









Off
Balance Sheet Arrangements




We do not
have any off balance sheet financial arrangements.




Forward
Looking Statements




This
quarterly report contains forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as “may”, “should”,
“expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”,
“potential” or “continue” or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled “Risk Factors” in our Annual Report on Form 10-KSB/A for the year ended
August 31, 2007, that may cause our or our industry’s actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.




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







Item
      3.
            Controls
      and Procedures




Evaluation
of Disclosure Controls and Procedures




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






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





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





Changes
in Internal Control Over Financial Reporting




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







PART
II – OTHER INFORMATION






Item
      1.
            Legal
      Proceedings




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




Item 2.
            Recent
      Sale of Unregistered Securities




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




On
September 12, 2007, we closed and issued 1,000,000 Units at a price of $0.40 per
Unit, with each Unit consisting of one share of our common stock of the Issuer,
one Class A Warrant, and one Class B Warrant, for aggregate proceeds of
$400,000.   The subscription agreements and associated proceeds
for the 1,000,000 Units were received prior to our August 31, 2007 fiscal
year-end, and were reflected in our consolidated financial statements as of
August 31, 2007.  Each Class A Warrant may be exercised at a price of
$2.00 for a period of 3 years to acquire one additional common share of the
Issuer.  Each Class B Warrant may be exercised at a price of $3.00 for
a period of 3 years to acquire one additional common share of the Issuer. The
securities were sold to non-US persons pursuant to Regulation S and to an
accredited investor pursuant to Rule 506 of Regulation D under the Securities
Act.




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










Item
      3.
            Default
      Upon Senior Securities






None







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






None







Item
      5.
            Other
      Information






None












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









31.1*
            
            Section
      302 Certification under Sarbanes-Oxley Act of 2002 of Wm. Milton Cox
      (principal executive officer).31.2*
            
            Section
      302 Certification under Sarbanes-Oxley Act of 2002 of Donald L. Sytsma
      (principal financial and accounting officer).32.1*
            
            Section
      906 Certification under Sarbanes-Oxley Act of 2002 0f Wm. Milton Cox
      (principal executive officer).32.2*
            
            Section
      906 Certification under Sarbanes-Oxley Act of 2002 0f Donald L. Sytsma
      (principal financial and accounting
officer).




*
                Filed
      herewith.






+
              Management
      contract or compensatory plan or
arrangement




SIGNATURES







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




GULF
      WESTERN PETROLEUM CORPORATIONDate: April
      30. 2008
            By:
            /s/
      Wm. Milton CoxWm.
      Milton Cox, Chairmanand
      Chief Executive Officer






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




Signature
            
            Capacity
      In Which Signed
            
            Date/s/
      Wm. Milton Cox
            
            Chairman
      and Chief Executive Officer and Director (Principal Executive
      Officer)
            
            April
      30, 2008Wm.
      Milton Cox/s/
      Bassam NastatBassam Nastat
            
            President
      and Director
            
            April
      30, 2008/s/
      Donald L. Sytsma
            
            Chief
      Financial Officer, Corporate Secretary and  Treasurer and
      Director (Principal Financial and Principal Accounting
      Officer)
            
            April
      30, 2008Donald
      L. Sytsma