**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 
 **Washington,
        D.C. 20549**
 
 **FORM
        10-QSB**
 
 xQUARTERLY
        REPORT UNDER
        SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For
        the
        quarterly period endedMay 31, 2007
 
 o  
TRANSITION
        REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
 For
        the
        transition period from _________________to_________________
 
 Commission
        file
        number  000-52309
  **Gulf
                  Western Petroleum Corporation**(Exact
                  name of small business issuer as specified in its
                  charter)
 
 **Nevada**
              
              **98-0489324**(State
                  or other jurisdiction of incorporation or organization)
              
              (I.R.S.
                  Employer Identification No.)
 
 **4801
                  Woodway Drive, Suite 306W****Houston,
                  Texas 77056**(Address
                  of principal executive offices)
  **(713)
                  355-7001**(Issuer's
                  telephone number)
 
 (Former
                  name, former address and former fiscal year, if changed since last
                  report)
 
 Check
        whether the issuer: (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days.
     Yes x     No o
  
 **APPLICABLE
        ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**
 **PROCEEDINGS
        DURING THE PRECEDING FIVE YEARS**
 
 Check
        whether the registrant filed all documents and reports required to be filed
        by
        Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
        under a plan confirmed by a court.     Yes o     No o
 
 **APPLICABLE
        ONLY TO CORPORATE ISSUERS**
 
 Registrant
        is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o;   No
x
 
 The
        number of shares outstanding of the issuer’s common equity as of July 12 2007,
        was 50,577,162shares of common stock, par value par value
        $0.001.
 
 Transitional
        Small Business Disclosure Format (Check one):
     Yes o     No x
 
 
 
 **PART
        I – Financial Information**
 
 **Item
                  1.**
              **Financial
                  Statements**
 
 Our
        financial statements are stated in United States 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)**
 
 **ASSETS**
                
                **May
                    31,****2007**
                
                
                **August
                    31, 2006**Current
                    assetsCash
                
                $
                -
                
                
                $
                312,581Accounts
                    receivable – related party
                
                
                11,488
                
                
                
                -Noncurrent
                    assetsOffice
                    equipment, net
                
                
                14,679
                
                
                
                6,022Oil
                    and gas properties, full cost methodProperties
                    not subject to amortization
                
                
                6,923,148
                
                
                
                910,003Total
                    assets
                
                $
                6,949,315
                
                
                $
                1,228,606**LIABILITIES
                    AND STOCKHOLDERS’ EQUITY (DEFICIT)**Current
                    liabilitiesBank
                    overdraft
                
                $
                1,400
                
                
                $
                -Accounts
                    payable
                
                
                391,152
                
                
                
                712,312Accounts
                    payable – related parties
                
                
                278,347
                
                
                
                3,296Advances
                    from stockholder
                
                
                376,077
                
                
                
                242,745Stock
                    payable
                
                
                1,025,000
                
                
                
                -Due
                    to parent
                
                
                -
                
                
                
                460,231Accrued
                    interest – related party
                
                
                66,301
                
                
                
                4,765Notes
                    payable
                
                
                -
                
                
                
                312,500Total
                    current liabilities
                
                
                2,138,277
                
                
                
                1,735,849Convertible
                    note – related party
                
                
                2,000,000
                
                
                
                -Convertible
                    debentures
                
                
                -
                
                
                
                76,883Asset
                    retirement obligation
                
                
                39,700
                
                
                
                -Total
                    liabilities
                
                
                4,177,977
                
                
                
                1,812,732STOCKHOLDERS’
                    EQUITY (DEFICIT)Common
                    shares, $.001 par value, 1.2 billion shares authorized, 50,577,162
                    and
                    25,000,000 shares issued and outstanding, respectively
                
                
                50,577
                
                
                
                25,000Additional
                    paid-in capital
                
                
                5,658,019
                
                
                
                (24,000
                )Deficit
                    accumulated during the development stage
                
                
                (2,937,258
                )
                
                
                (585,126
                )Total
                    stockholders’ equity (deficit)
                
                
                2,771,338
                
                
                
                (584,126
                )Total
                    liabilities and stockholders’ equity (deficit)
                
                $
                6,949,315
                
                
                $
                1,228,606
 
  See
        notes
        to consolidated financial statements.
  
  **GULF
        WESTERN PETROLEUM CORPORATION**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **For
        the Three and Nine Months Ended May 31, 2007 and 2006, and**
 **the
        Period from Inception (January 20, 2005) through May 31,
        2007**
 **(Unaudited)**
 
 Three
                  Months Ended
              
              
              Three
                  Months Ended
              
              
              Nine
                  Months Ended
              
              
              Nine
                  Months Ended
              
              
              Inception
                  ThroughMay
                  31, 2007
              
              
              May
                  31, 2006
              
              
              May
                  31, 2007
              
              
              May
                  31, 2006
              
              
              May
                  31, 2007**Operating
                  expenses**General
                  and administrative
              
              $
              990,850
              
              
              $
              13,937
              
              
              $
              1,781,543
              
              
              $
              47,020
              
              
              $
              1,842,651Depreciation
              
              
              1,494
              
              
              
              675
              
              
              
              3,663
              
              
              
              675
              
              
              
              5,013Total
                  operating expenses
              
              
              992,344
              
              
              
              14,612
              
              
              
              1,785,206
              
              
              
              47,695
              
              
              
              1,847,664Operating
                  loss
              
              
              (992,344
              )
              
              
              (14,612
              )
              
              
              (1,785,206
              )
              
              
              (47,695
              )
              
              
              (1,847,664
              )**Other
                  expenses**Interest
                  expense
              
              
              50,413
              
              
              
              47,796
              
              
              
              566,416
              
              
              
              235,486
              
              
              
              1,078,294Foreign
                  currency exchange loss
              
              
              14,816
              
              
              
              -
              
              
              
              509
              
              
              
              -
              
              
              
              11,300Total
                  other expense
              
              
              65,229
              
              
              
              47,796
              
              
              
              566,925
              
              
              
              235,486
              
              
              
              1,089,594Net
                  loss
              
              
              (1,057,573
              )
              
              
              (62,408
              )
              
              
              (2,352,131
              )
              
              
              (283,181
              )
              
              
              (2,937,258
              )Deemed
                dividend
              
              
              -
              
              
              
              -
              
              
              
              (3,605,642
              )
              
              
              -
              
              
              
              (3,605,642
              )Net
                loss available to common stockholders
              
              $
              (1,057,573
              )
              
              $
              (62,408
              )
              
              $
              (5,957,773
              )
              
              $
              (283,181
              )
              
              $
              (6,542,900
              )Net
                  loss per share:Basic
                  and diluted
              
              
              (0.02
              )
              
              
              (0.00
              )
              
              
              (0.15
              )
              
              
              (0.01
              )Weighted
                  average shares outstanding:Basic
                  and diluted
              
              
              49,631,782
              
              
              
              25,000,000
              
              
              
              39,085,277
              
              
              
              25,000,000
  See
        notes
        to consolidated financial statements.
  
  **GULF
        WESTERN PETROLEUM CORPORATION**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **For
        the Nine Months Ended May 31, 2007 and 2006 and**
 **the
        Period from Inception (January 20, 2005) through May 31,
        2007**
 **(Unaudited)**
 
 **Nine
                  Months**
                **Ended**
                **May
                  31, 2007**
              
              
              **Nine
                  Months**
                **Ended**
                **May
                  31, 2006**
              
              
              **Inception**
                **Through**
                **May
                  31, 2007**CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (2,352,131
              )
              
              $
              (283,181
              )
              
              $
              (2,937,258
              )Adjustments
                  to reconcile net loss tocash
                  (used) provided by operating activities:Depreciation
              
              
              3,663
              
              
              
              675
              
              
              
              5,013Foreign
                  currency exchange loss (gain)
              
              
              509
              
              
              
              -
              
              
              
              11,300Amortization
                  of debt discount
              
              
              75,390
              
              
              
              -
              
              
              
              75,390Bonus
                  shares on notes payable
              
              
              400,000
              
              
              
              -
              
              
              
              400,000Issuance
                  of stock for services
              
              
              360,000
              
              
              
              -
              
              
              
              360,000Amortization
                  of stock option expense
              
              
              357,822
              
              
              
              -
              
              
              
              357,822Merger
                  acquisition cost
              
              
              198,326
              
              
              
              -
              
              
              
              198,326Net
                  change in operating assets and liabilities:Accounts
                  receivable – related party
              
              
              (11,488
              )
              
              
              
              
              
              
              (11,488
              )Bank
                  overdraft
              
              
              1,400
              
              
              
              -
              
              
              
              1,400Accounts
                  payable
              
              
              (389,824
              )
              
              
              119,110
              
              
              
              315,533Accounts
                  payable - related parties
              
              
              275,051
              
              
              
              -
              
              
              
              278,347Accrued
                  interest
              
              
              61,536
              
              
              
              2,383
              
              
              
              66,301CASH
                  FLOWS USED BY OPERATING ACTIVITIES
              
              
              (1,019,746
              )
              
              
              (161,013
              )
              
              
              (879,314
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESInvestment
                  in oil and gas properties
              
              
              (3,539,770
              )
              
              
              (146,083
              )
              
              
              (3,988,542
              )Net
                  cash received in acquisition of Georgia
              
              
              3,088,423
              
              
              
              -
              
              
              
              3,088,423Purchase
                  of property and equipment
              
              
              (12,320
              )
              
              
              (4,951
              )
              
              
              (19,692
              )CASH
                  FLOWS USED IN INVESTING ACTIVITIES
              
              
              (463,667
              )
              
              
              (151,034
              )
              
              
              (919,811
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESStock
                  subscription advances, net
              
              
              825,000
              
              
              
              -
              
              
              
              825,000Common
                  stock issued in private placement
              
              
              525,000
              
              
              
              
              
              
              
              525,000Proceeds
                  from notes payable
              
              
              353,030
              
              
              
              -
              
              
              
              665,530Repayment
                  of notes payable
              
              
              (665,530
              )
              
              
              -
              
              
              
              (665,530
              )Advances
                  from stockholder
              
              
              133,332
              
              
              
              239,000
              
              
              
              376,077Proceeds
                  from convertible debentures
              
              
              -
              
              
              
              73,047
              
              
              
              73,047CASH
                  FLOWS PROVIDED BY FINANCING ACTIVITIES
              
              
              1,170,832
              
              
              
              312,047
              
              
              
              1,799,124NET
                  (DECREASE) IN CASH
              
              
              (312,581
              )
              
              
              -
              
              
              
              -Cash,
                  beginning of period
              
              
              312,581
              
              
              
              -
              
              
              
              -Cash,
                  end of period
              
              $
              -
              
              
              $
              -
              
              
              $
              -Cash
                  paid for:Interest
              
              $
              104,880
              
              
              $
              -
              
              
              $
              104,880Income
                  taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -Supplemental
                  Non-cash Disclosures:Issuance
                  of founders shares
              
              $
              -
              
              
              $
              -
              
              
              $
              1,000Convertible
                  note to related party for acquisition of interests
              
              
              2,000,000
              
              
              
              -
              
              
              
              2,000,000Common
                  stock issued to acquire oil and gas properties
              
              
              893,906
              
              
              
              -
              
              
              
              ,893,906Rescission
                  of assignment of oil and gas properties from parent
              
              
              (460,496
              )
              
              
              -
              
              
              
              -Issuance
                  of bonus shares on notes
              
              
              200,000
              
              
              
              -
              
              
              
              200,000Issuance
                  of common shares for convertible debentures
              
              
              78,477
              
              
              
              -
              
              
              
              78,477Asset
                  retirement obligation incurred
              
              
              39,700
              
              
              
              -
              
              
              
              39,700
  See
        notes
        to consolidated financial statements
  
  **GULF
        WESTERN PETROLEUM CORPORATION**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)**
 **For
        the Period from Inception (January 20, 2005)**
 **Through
        May 31, 2007**
 **(Unaudited)**
 
 **Common
                    Shares**
                
                
                **Par
                    Value**
                
                
                **Additional
                    Paid In Capital**
                
                
                **Accumulated
                    Deficit**
                
                
                **Total**Issuance
                    of common shares at inception
                
                
                25,000,000
                
                
                $
                25,000
                
                
                $
                (24,000
                )
                
                **$**
                **-**
                
                
                $
                1,000Net
                    loss, inception through August 31, 2005
                
                ****
                **-**
                
                
                ****
                **--**
                
                
                ****
                **-**
                
                
                
                (228,744
                )
                
                
                (228,744
                )Balance,
                    August 31, 2005
                
                
                25,000,000
                
                
                $
                25,000
                
                
                $
                (24,000
                )
                
                $
                (228,744
                )
                
                $
                (227,744
                )Net
                    loss
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                
                (356,382
                )
                
                
                (356,382
                )Balance,
                    August 31, 2006
                
                
                25,000,000
                
                
                $
                25,000
                
                
                $
                (24,000
                )
                
                $
                (585,126
                )
                
                $
                (584,126
                )Issuance
                    of common shares for oil and gas properties (October 16,
                    2006)
                
                
                5,000,000
                
                
                
                5,000
                
                
                
                455,496
                
                
                
                -
                
                
                
                460,496Net
                    loss
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                
                (132,187
                )
                
                
                (132,187
                )Balance,
                    November 30, 2006
                
                
                30,000,000
                
                
                $
                30,000
                
                
                $
                431,496
                
                
                $
                (717,313
                )
                
                $
                (255,817
                )Common
                    shares issued for reverse merger (January 3, 2007)
                
                
                12,000,000
                
                
                
                12,000
                
                
                
                -
                
                
                
                -
                
                
                
                12,000Issuance
                    of common shares for debenture conversion (January 3,
                    2007)
                
                
                108,109
                
                
                
                108
                
                
                
                78,369
                
                
                
                -
                
                
                
                78,477Beneficial
                    conversion feature of debentures (January 3, 2007)
                
                
                -
                
                
                
                -
                
                
                
                75,390
                
                
                
                -
                
                
                
                75,390Issuance
                    of common shares for cash in private placement (January 25,
                    2007)
                
                
                3,205,000
                
                
                
                3,205
                
                
                
                3,201,795
                
                
                
                -
                
                
                
                3,205,000Issuance
                    of common shares for oil and gas properties (January 30,
                    2007)
                
                
                4,039,053
                
                
                
                4,039
                
                
                
                4,035,014
                
                
                
                -
                
                
                
                4,039,053Deemed
                  dividend on issuance of common shares to related party for oil
                  and gas
                  properties
                
                
                -
                
                
                
                -
                
                
                
                (3,605,642
                )
                
                
                -
                
                
                
                (3,605,642
                )Net
                    loss
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                
                (1,162,372
                )
                
                
                (1,162,372
                )Balance,
                    February 28, 2007
                
                
                49,352,162
                
                
                $
                49,352
                
                
                $
                4,216,422
                
                
                $
                (1,879,685
                )
                
                $
                2,386,089Issuance
                    of common shares for cash in private placement (May 10,
                    2007)
                
                
                525,000
                
                
                
                525
                
                
                
                524,475
                
                
                
                -
                
                
                
                525,000Issuance
                    of common shares for services (May 10, 2007)
                
                
                500,000
                
                
                
                500
                
                
                
                359,500
                
                
                
                -
                
                
                
                360,000Issuance
                    of common shares for extension of maturity on notes payable (May
                    10,
                    2007)
                
                
                200,000
                
                
                
                200
                
                
                
                199,800
                
                
                
                -
                
                
                
                200,000Amortization
                    of stock options
                
                
                -
                
                
                
                -
                
                
                
                357,822
                
                
                
                -
                
                
                
                357,822Net
                    loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (1,057,573
                )
                
                
                (1,057,573
                )Balance,
                    May 31, 2007
                
                
                50,577,162
                
                
                $
                50,577
                
                
                $
                5,658,019
                
                
                $
                (2,937,258
                )
                
                $
                2,771,338
  See
        notes
        to consolidated financial statements**.**
  
  **GULF
        WESTERN PETROLEUM CORPORATION**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(Unaudited)**
 
 
 NOTE
        1 -
        BASIS OF PRESENTATION
  The
        accompanying unaudited interim financial statements of Gulf Western Petroleum
        Corporation have been prepared in accordance with accounting principles
        generally accepted in the United States of America and the rules of the
        Securities and Exchange Commission, and should be read in conjunction with
        the
        audited financial statements and notes thereto contained in Form 8-K filed
        with
        the SEC on January 10, 2007 pursuant to the merger between Georgia Exploration,
        Inc. (“Georgia”) and Wharton Resources Corp. In the opinion of management, all
        adjustments, consisting of normal recurring adjustments, necessary for a
        fair
        presentation of financial position and the results of operations for the
        interim
        periods presented have been reflected herein. The results of operations for
        interim periods are not necessarily indicative of the results to be expected
        for
        the full year. Notes to the financial statements which would substantially
        duplicate the disclosures contained in the audited financial statements for
        the
        most recent fiscal year 2006 as reported in its Form 8-K, filed with the
        SEC on
        January 10, 2007 have been omitted.
 
 In
        this
        quarterly report, unless otherwise specified, all dollar amounts are expressed
        in United States dollars.
  NOTE
        2 -
        ORGANIZATION AND BUSINESS OPERATIONS
  On
        January 3, 2007 , Georgia and Wharton merged. Wharton was incorporated in
        Delaware.  Wharton held oil and gas lease acreage in Texas, Kansas and
        Kentucky which were included in the Merger Transaction.   With
        the merger, Gulf Western’s core activities principally became the exploration
        and development of domestic oil and gas reserves in the United States. On
        March
        8, 2007, Georgia's name changed to Gulf Western Petroleum Corporation, and
        the
        stock symbol was changed to OTCBB: GWPC.
  For
        reporting purposes, the merger between Georgia and Wharton was treated as
        a
        reverse merger with Wharton being the “accounting acquirer” and, accordingly, it
        assumed Georgia’s reporting obligations with the SEC.  In accordance
        with SEC requirements, the historical financial statements and related
        disclosures presented herein for the period prior to the date of merger on
        January 3, 2007 are those of Wharton since its inception on January 20,
        2005.
 
 In
        connection with the Merger Transaction, each outstanding share of Wharton
        held
        by its stockholders was converted into 25,000 common shares in Gulf Western
        with
        an aggregate issuance of 30,000,000 common shares of Gulf Western to the
        former
        Wharton stockholders.  Further, 15,645,000 shares of Gulf Western’s
        common stock were cancelled concurrent with the closing of the Merger
        Transaction.  Immediately following the Merger Transaction, Gulf
        Western had 42,000,000 shares of common stock issued and
        outstanding.  The Merger Transaction resulted in a change of control
        of Gulf Western with Wharton’s former stockholders holding in the aggregate
        approximately 71.4% of Gulf Western’s outstanding common stock.
  NOTE
        3 -
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 *Stock
        Based Compensation*
 
 Financial
        Accounting Standards Board issued SFAS No. 123(R), “Share-Based Payment.” SFAS
        No. 123(R) establishes standards for the accounting for transactions in which
        an
        entity exchanges its equity instruments for goods or services. SFAS No. 123(R)
        focuses primarily on accounting for transactions in which an entity obtains
        employee services in share-based payment transactions. SFAS No. 123(R) requires
        that the fair value of such equity instruments be recognized as expense in
        the
        financial statements as services are performed.
  
  *Principles of
        Consolidation*
  Gulf
        Western’s consolidated financial statements include the accounts of its 100%
        owned subsidiary and limited partnership interests in Wharton Resources Corp.,
        a
        Delaware corporation; and Wharton Resources LLC, a Delaware limited liability
        company.  Wharton Corp. and Wharton Resources LLC have formed Gulf
        Western Petroleum LP (formerly Wharton Resources LP), a Texas limited
        partnership, to conduct the development of its natural gas and oil properties.
        Wharton Resources LLC owns a 1% general partner interest in the Texas limited
        partnership and Wharton Corp. owns the remaining 99% of Gulf Western Petroleum
        LP.
 
 *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. Depletion and depreciation of gross proved oil and gas properties
        is calculated on the units-of-production method based upon estimates of proved
        reserves.
 
 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 May 31, 2007, no impairment
        of oil and gas properties was required.  Gulf Western holds oil and gas
        lease acreage in Texas, Kansas and Kentucky.  Gulf Western will
        begin amortization of these costs once the lease acreage drilled, developed
        and
        commercial production commences.
 
 Properties
        not subject to amortization consist of exploration and development costs
        which
        are evaluated on a property-by-property basis.  Amortization of the
        unproved property costs begins when the properties become proved or their
        values
        become impaired.   Gulf Western assesses the realizability of
        unproved properties on at least an annual basis or when there has been an
        indication that an impairment in value may have occurred.  Impairment
        of unproved properties is assessed based on management’s intention with regard
        to future exploration and development of individually significant properties
        and
        the ability of Gulf Western to obtain funds to finance such exploration and
        development.  If the results of an assessment indicate that the
        properties are impaired, the amount of the impairment is added to the
        capitalized costs to be amortized.  There was no impairment of
        unproved properties during the nine months ending May 31, 2007 and
        2006.
 
 The
        fair
        value of an asset retirement obligation is recognized in the period in which
        it
        is incurred if a reasonable estimate of fair value can be made.  The
        present value of the estimated asset retirement costs is capitalized as part
        of
        the carrying amount of the long-lived asset.  For Gulf Western, asset
        retirement obligations relate to the abandonment of oil and gas producing
        properties.  The amounts recognized are based upon numerous estimates
        and assumptions, including future retirement costs, future recoverable
        quantities of oil and gas, future inflation rates and the credit-adjusted
        risk-free interest rate.
 
 *Mineral
        Property Costs*
 
 Gulf
        Western holds interests in 14 non-oil and gas mineral claims in British
        Columbia, Canada, known as the Chub Claims and has completed an initial
        evaluation of the Claims. Mineral property exploration costs have historically
        been expensed as incurred. Should an evaluation determine that a Claim(s)
        may be
        economically developed; the costs subsequently incurred to develop the mineral
        property would be capitalized and amortized on a unit-of-production basis
        over
        the estimated life of the mineral reserves being developed. Since Gulf Western’s
        inception, it has expensed approximately $12,500 in mineral property costs,
        and
        no mineral claim property capitalized costs are carried in Gulf Western’s
        balance sheet.
 
 *Foreign
        Currency Translation*
 
 Gulf
        Western’s functional currency was originally the Canadian dollar. In connection
        with the Merger Transaction, Gulf Western’s functional currency was converted to
        U.S. dollars as its principal activities are based in the United States.
        Balance
        sheet items are translated into U.S. dollars at exchange rates prevailing
        at the
        balance sheet date for monetary items and at exchange rates in effect at
        the
        transaction date for non-monetary items. Operating statement items are
        translated at average rates prevailing during the period. Gains and losses
        on
        translation of current monetary assets and liabilities are included in
        income.
 
 NOTE
        4 -
        GOING CONCERN
  
  Gulf
        Western is in its development stage and, accordingly, has limited operations
        and
        no revenues. Gulf Western has raised limited financing and has incurred
        operating losses since its inception in January 2005. These factors raise
        substantial doubt about Gulf Western’s ability to continue as a going concern,
        and its ability to achieve and maintain profitability and positive cash flow
        is
        dependent on its ability to secure sufficient financing to fund the acquisition,
        drilling and development of profitable oil and gas properties. Gulf Western
        is
        seeking financing that it believes would allow it 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
        stockholders. The financial statements do not include any adjustments that
        might
        result from the outcome of this uncertainty.
 
 NOTE
        5 -
        RELATED PARTY TRANSACTIONS
 
 During
        Gulf Western’s formation and development to date, it has had oil and gas
        transactions with the current directors, executive officers and shareholders
        with interests in excess of 10.0%. These transactions are as
        follows:
 
 *Oakcrest
        Prospect, Wharton County, Texas*
 
 On
        October 16, 2006, Wharton acquired from CodeAmerica Investments LLC, a company
        controlled by W. Milton Cox, its oil and gas lease interests held in Wharton
        County, Texas in exchange for 5,000,000 common shares of Gulf
        Western's common stock. W. Milton Cox was previously Wharton’s Chairman and
        Chief Executive Officer and a director of Wharton and is currently the Chairman,
        Chief Executive Officer and a director of Gulf Western.
 
 In
        accordance with SEC requirements and for financial reporting purposes, the
        acquisition of the Oakcrest oil and gas lease acreage from CodeAmerica was
        recorded at CodeAmerica’s net cost basis of approximately $460,500.
 
 *Mound
        Branch Project, Elk County, Kansas*
 
 In
        conjunction with the Mound Branch Development Agreement between Orbit Energy,
        LLC and Gulf Western dated September 1, 2006, on January 30, 2007 Gulf
        Western  purchased all of Orbit's working and associated net revenue
        interests in approximately 8,800 gross acres, existing drilled wells, and
        associated equipment in the Mound Branch Project.
 
 The
        purchase price was $6.8 million, comprised of the following: a) $760,947
        previously paid by Gulf Western for testing of the existing drilled wells;
        b) a
        thirty-six month $2.0 million 10% convertible note; and c) 4,039,053 common
        shares of Gulf Western.  The shares were placed in escrow (“Orbit
        Escrow Shares”) to be released upon Orbit's delivery to the escrow agent of an
        independent report assessing the fair value of the purchased assets at no
        less
        than the purchase price of $6.8 million.  Should the valuation be less
        than the Purchase Price, then the number of shares to be released from escrow
        will be ratably reduced for the lower valuation.   Shares
        remaining in escrow at the end of the twelve month period will be cancelled
        and
        returned to Gulf Western’s treasury.   Orbit is owned by
        CodeAmerica Investment, LLC for which Milton Cox, our Chairman and Chief
        Executive Officer is the Managing Member, and Paragon Capital, LLC for
        which Bassam Nastat, a Director and our President, serves as
        Manager.
 
 In
        accordance with SEC requirements and for financial reporting purposes, the
        acquisition of the Mound Branch Project oil and gas lease interests from
        Orbit
        was treated as a transaction between entities under common control and recorded
        at the seller’s net cost basis of $3.2 million.  The balance of the
        purchase price was recorded as a deemed dividend.  Immediately prior
        to the acquisition and the issuance of the Orbit Escrow Shares, Messrs. Cox
        and
        Nastat held 22.5 million common shares of Gulf Western or 49.6% of the issued
        and outstanding common shares.  The issuance of the Orbit Escrow
        Shares increased Messrs. Cox and Nastat direct and indirect holdings in Gulf
        Western to 26,539,053 common shares, or 52.5% of the current total issued
        and
        outstanding common shares of Gulf Western.  Should the independent
        fair market appraisal of the assets acquired be less than the Purchase Price,
        Orbit Escrow Shares released to Orbit will be ratably reduced for the lower
        valuation, and Messrs. Cox and Nastat direct and indirect holdings in Gulf
        Western would ratchet down for the number of Orbit Escrow Shares cancelled
        and
        returned to Gulf Western’s treasury.
 
 Orbit
        serves as operator of the Mound Branch Project, and in addition to the $760,047
        advanced to Orbit prior to the execution of the purchase and sale agreement
        with
        Gulf Western, Orbit has billed Gulf Western $625,533 for materials, services
        and
        overhead for the period ending May 31, 2007, of which $253,391 is currently
        unpaid.
 
 
  *Baxter
        Bledsoe Prospect, Clay County, Kentucky*
 
 On
        February 1, 2006, Gulf Western purchased the Baxter Bledsoe Prospect oil
        and gas
        lease acreage from Code America. The prospect has approximately 2,200 acres
        located in Clay County, Kentucky. This
        acquisition from
        CodeAmerica was treated as a transaction between entities under common control
        and recorded at the seller’s net cost basis of approximately
        $330,000.
 
 *Bell
        Prospect, Bell County, Kentucky*
 
 On
        October 1, 2006, Gulf Western purchased CodeAmerica's oil and gas lease
        interests located in Bell County, Kentucky. The Bell Prospect is comprised
        of
        approximately 3,400 acres. The purchase price was $255,000 plus reimbursement
        of
        $59,475 for land, legal and title services expended by CodeAmerica on the
        prospect. This acquisition from Code America was treated
        as a
        transaction between entities under common control and recorded at the seller’s
        net cost basis of approximately $255,000.
   NOTE
        6 -
        NOTES PAYABLE AND CONVERTIBLE UNSECURED DEBENTURES
 
 *Notes
        Payable*
 
 Wharton
        entered into three short term loan agreements with private lenders dated
        August
        21, 2006 that provided for total borrowings of $500,000 for general working
        capital purposes. The loans had a 90-day maturity; bore interest at 10% per
        annum with principal and interest due upon maturity; and were secured by
        all
        existing and after acquired assets of Wharton. The loans may be extended
        at
        Wharton’s option for an additional 90 days under the same terms and
        conditions.  Pursuant to the loan agreements the loans provided for a
        total of 150,000 shares of common stock “Bonus Shares” to be issued to the
        lenders in the event that Wharton completed a public
        transaction.   Wharton elected to extend the loans for an
        additional 90 days until February 2007.  At August 31, 2006, proceeds
        under the loans totaling $312,500 had been funded to Wharton, and at May
        31,
        2007 the loans were fully repaid to the lenders.
 
 During
        the second fiscal quarter ending February 28, 2007, the triggering event
        occurred to effect the issuance of the Bonus Shares.  Accordingly,
        Gulf Western recorded a non-cash interest expense charge totaling $300,000
        for
        the 300,000 Bonus Shares provided for under the loan agreements. One May
        21,
        2007, Gulf Western issued 100,000 common shares to one lender, and the remaining
        200,000 Bonus Shares have not been issued to the other lenders under their
        loan
        agreements with Gulf Western.
 
 On
        October 17, 2006, Wharton entered into a short term loan agreement for $350,000
        with a private lender.  The loan had a 90-day maturity; bore interest
        at 18% per annum with principal and interest due upon maturity; and was secured
        by all existing and after acquired assets of Gulf Western.   The
        loan provided for 100,000 shares of common stock, “Bonus Shares”, to be issued
        to the lender in the event that Wharton completed a public
        transaction.  The loan provided for Gulf Western to use its best
        efforts to register the Bonus Shares issued in connection with the loan
        agreement within a 12-month period from the date of issuance.  During
        the second fiscal quarter ending February 28, 2007, the triggering event
        occurred to issue the Bonus Shares.  Accordingly, Gulf Western
        recorded a non-cash charge of $100,000 to interest expense for the 100,000
        Bonus
        Shares provided for under the loan agreement.    On May 21,
        2007, Gulf Western issued the 100,000 common shares to the lender for its
        Bonus
        Shares.
  
  *Series
        A - Convertible Unsecured Debentures*
  Gulf
        Western had obligations associated with three unsecured convertible debentures
        issued on March 13, 2006 with total principal borrowing of CAD $85,000 (US
        $78,477).  The debentures had a maturity date of September 13, 2007
        and bore an interest at 10% per annum.  In the event that the stock
        of Gulf Western began trading on a public market, the debentures
        contained an automatic conversion provision whereby they would be converted
        into
        common shares at a conversion rate of 85% of the initial publicly traded
        share
        price. If not converted by the maturity date, the outstanding principal balance
        together with interest accrued since the debentures’ issuances would be due and
        payable to the debenture holders.
  On
        January 3, 2007, the date of the merger, the automatic conversion provision
        of
        the debentures was triggered and the debentures were converted into 108,109
        common shares.    In connection with the debenture
        conversion, Gulf Western issued a total of 85,000 warrants to the three
        debenture holders.  The warrants have a 12-month term and an exercise
        price of $1.25 per common share.
 
 Gulf
        Western valued the beneficial conversion feature of the convertible debentures
        at $75,390 on January 3, 2007 (the date of merger) and recorded a debt
        discount of $75,390, and a corresponding increase in additional paid-in capital
        on that date.  Concurrently with the automatic conversion of the
        debentures into common shares, the debt discount arising from the beneficial
        conversion feature of the debenture was charged to interest
        expense.
 
 *Orbit
        Energy, LLC Mound Branch Convertible Note*
 
 As
        consideration in Gulf Western’s transaction with Orbit Energy, LLC for its Mound
        Branch lease acreage and existing drilled well bores, Gulf Western issued
        a
        thirty-six month $2.0 million convertible note bearing interest at 10% per
        annum. Interest is due quarterly in arrears.  After the initial twelve
        months, Orbit has the right to convert the principal and interest balance
        into
        common shares at $1.00 per share. Gulf Western has the right to repay all
        or a
        portion of the convertible loan without penalty after the initial twelve
        months.  On July 3, 2007 the note was amended to provide that interest
        payable for the first two quarters has been deferred by Orbit until the earlier
        of a Gulf Western financing of $3.0 million or greater; or October 30, 2007
        (the
        date the interest payment for the third quarter is due).
 
 Gulf
        Western evaluated the terms of the convertible note in accordance with EITF
        98-5
        and EITF 00-27 and concluded that the note contained no beneficial conversion
        features.  Orbit is owned by CodeAmerica Investment, LLC for which
        Milton Cox, our Chairman and Chief Executive Officer is the Managing
        Member, and Paragon Capital, LLC for which Bassam Nastat, a Director and
        our
        President, serves as Manager.
 
 *Convertible
        Secured Note*
 
 On
          July
          10, 2007, Gulf Western borrowed $500,000 from a private lender with a due
          date
          of January 3, 2009.  Principal payments commence in the third month,
          October 2007, at 1/15th of the loan amount or $33,333 per month until
          repaid.  The loan bears interest at 12.0% per annum and payable
          quarterly, and may be repaid in portion or in full at any time at 105%
          of the
          then outstanding principal and accrued interest.  The lender has the
          right to convert any or all of the outstanding balance to Gulf Western
          common
          shares at a conversion rate of $0.45 per common share during the loan
          term.  The lender also received three-year warrants for 125,000 common
          shares of Gulf Western at $0.30 per common share.
 
 Gulf
          Western evaluated the terms of the convertible note and attached warrants
          in
          accordance with EITF 98-5 and EITF 00-27 and concluded that there was no
          beneficial conversion feature.  The relative fair value of the
          warrants under the Black-Scholes option pricing model were approximately
          $22,210, which will be recorded as a discount on the convertible
          note.
 
 NOTE
        7 –
INTEREST EXPENSE
 
 The
        following table is a detail of the components of interest expense for the
        three
        and nine months ended May 31, 2007, respectively.
 
 Three
                  months ended
                May
                  31, 2007
              
              
              Nine
                  months ended
                May
                  31, 2007Interest
                  expense on Series A convertible note
              
              $
              50,413
              
              
              $
              66,301Interest
                  expense on notes payable
              
              ****
              **-**
              
              
              
              24,725Bonus
                  shares on notes payable
              
              ****
              **-**
              
              
              
              400,000Amortization
                  of debt discount
              
              ****
              **-**
              
              
              
              75,390Total
                  Interest Expense
              
              $
              50,413
              
              
              $
              566,416
 
 
  NOTE
        8 –
STOCKHOLDERS EQUITY
 
 On
        October 16, 2006, Gulf Western acquired from CodeAmerica Investments LLC,
        a
        company controlled by W. Milton Cox, its oil and gas lease interests held
        in
        Wharton County, Texas in exchange for 5,000,000 common shares. W. Milton
        Cox was previously Wharton’s Chairman and Chief Executive Officer and a director
        of Wharton and is currently the Chairman, Chief Executive Officer and a director
        of the Gulf Western. Pursuant to SEC requirements for entities under common
        control, the acquisition of the Oakcrest oil and gas lease acreage from
        CodeAmerica recorded at CodeAmerica’s cost basis of approximately
        $460,500.
 
 On
        January 3, 2007, the date of the merger, the automatic conversion provisions
        of
        the Wharton debentures resulted in the automatic conversion of the debentures
        into common stock of Gulf Western.  On January 3, 2007, the
        outstanding principal and interest due under the debentures was converted
        into
        108,109 common shares, and Gulf Western issued 85,000 warrants in total to
        all
        debenture holders. The warrants have a 12-month term and an exercise price
        of
        $1.25 per common share.
 
 Pursuant
        to the merger between Georgia and Wharton, each outstanding share of Wharton
        held by its stockholders was converted into 25,000 common shares in Gulf
        Western
        for an aggregate issuance of 30,000,000 common shares to the former Wharton
        stockholders.  Further 15,645,000 shares of Gulf Western common stock
        were cancelled concurrent with the closing of the Merger
        Transaction.  Immediately following the closing of the Merger
        Transaction, Gulf Western had 42,000,000 shares of common stock issued and
        outstanding.
 
 On
        January 22, 2007, Gulf Western completed and closed a private placement
        transaction for 3,205,000 units at a price of $1.00 per unit for aggregate
        proceeds of $3,205,000. Each unit consisted of one common share, one Class
        A
        Warrant and one Class B Warrant.  Each Class A Warrant is exercisable
        at a price of $2.00 per common share for a period of three
        years.  Each Class B Warrant is exercisable at a price of $3.00 per
        common share for a period of three years.
 
 On
        January 30, 2007, Gulf Western purchased Orbit’s interest in the Mound Branch
        Project for $6.8 million, which included 4,039,053 common
        shares.
 
 On
        May
        10, 2007, Gulf Western completed a private placement transaction for 525,000
        units at a price of $1.00 per unit for aggregate proceeds of $525,000. Each
        unit
        consisted of one common share, one Class A Warrant and one Class B
        Warrant.  Each Class A Warrant is exercisable at a price of $2.00 per
        common share for a period of three years.  Each Class B Warrant is
        exercisable at a price of $3.00 per common share for a period of three
        years.
 
 The
        relative fair value of the common shares and the Class A and Class B Warrants
        for the private placement transactions closed on January 22, 2007 and May
        10, 2007, were as follows:
 
 ****
 ****
              
              **Relative
                  Fair Value Amount**Description
              
              Jan.
                  22, 2007
                Placement
              
              
              May
                  10, 2007
                PlacementCommon
                  Shares (3,205,000 and
                  525,000 shares, respectively)
              
              $
              1,487,834
              
              
              $
              257,224Class
                  A Warrants (3,205,000 and
                  525,000 warrants, respectively)
              
              
              910,335
              
              
              
              143,323Class
                  B Warrants (3,205,000 and
                  525,000 warrants, respectively)
              
              
              806,831
              
              
              
              124,453Total
                  Placement
              
              $
              3,205,000
              
              
              $
              525,000
 
 
 On
        May
        21, 2007, Gulf Western issued 500,000 common shares to an advisor to Gulf
        Western for services valued at $360,000 during the current quarter. The value
        was at the common share price at the time Gulf Western became obligated to
        issue the shares to the advisor.
  
  *Stock
        Option Plan*
  On
        March
        9, 2007 Gulf Western adopted its 2007 Non Qualified Stock Option Plan for
        its
        directors, officers, employees and consultants. On May 10, 2007, Gulf
        Western issued stock options under the plan to officers, directors and an
        advisor for common shares totaling 3,000,000 at an exercise price of $.79
        per
        share.   The options vest quarterly in equal amounts over twelve
        months at the beginning of each quarter.
  The
        fair
        value for options granted was estimated at the date of grant using the
        Black-Scholes option-pricing model assuming an expected life of 2.0 years,
        a
        risk-free rate of 4.70% and an expected volatility of
        115.33%.    The Black-Scholes option-pricing model resulted
        in a total fair value on the date the options were granted of $1,432,321
        or
        $0.47 per share option.  On the date of grant 25.0% of the options
        became vested with the remaining options vesting over twelve
        months.  For the quarter ended May 31, 2007, Gulf Western recorded
        stock option expense reflecting the non-cash fair value amortization of
        $358,080.
 
 A
        summary
        of Gulf Western’s stock option activity for the three and nine months ending May
        31, 2007 is as follows:
  Three
                    months ended
                  May
                    31, 2007
                
                
                Nine
                    months ended
                  May
                    31, 2007Number
                    of Options
                
                
                Exercise
                    Price
                
                
                Number
                    of Options
                
                
                Exercise
                    PriceBalance,
                    at beginning of period
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Granted
                
                
                3,000,000
                
                
                $
                0.79
                
                
                
                3,000,000
                
                
                $
                0.79Cancelled
                    / forfeited
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Exercised
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Balance,
                    at May 31, 2007
                
                
                3,000,000
                
                
                $
                0.79
                
                
                
                3,000,000
                
                
                $
                0.79Vested,
                    at May 31, 2007
                
                
                750,000
                
                
                $
                0.79
                
                
                
                750,000
                
                
                $
                0.79Unvested,
                    at May 31, 2007
                
                
                2,250,000
                
                
                $
                0.79
                
                
                
                2,250,000
                
                
                $
                0.79
   As
        at May
        31, 2007, there is $1,074,241 of total unrecognized compensation cost related
        to
        fair value of the unvested share-based compensation granted under the 2007
        Stock
        Option Plan that will be amortized over the remaining service
        period.
  On
        June
        14, 2007, Gulf Western issued stock options under the plan to certain
        independent directors and to selected consultants to Gulf Western for 625,000
        shares at an exercise price of $0.50 per share.  The common share
        price on the date of grant was $0.42 per common share.  The options
        vest over twenty months, and the fair value of the options will be amortized
        over the service period.
 
 
  **Item 2.**
              **Management's
                  Discussion and Analysis and Plan of
                  Operation.**
 
 **FORWARD-LOOKING
        STATEMENTS**
 
 This
        quarterly report contains forward-looking statements as that term is defined
        in
        the Private Securities Litigation Reform Act of 1995. These statements relate
        to
        future events or our future financial performance. In some cases, you can
        identify forward-looking statements by terminology such as "may", "should",
        "expects", "plans", "anticipates", "believes", "estimates", "predicts",
        "potential" or "continue" or the negative of these terms or other comparable
        terminology. These statements are only predictions and involve known and
        unknown
        risks, uncertainties and other factors, including the risks in the section
        entitled "Risk Factors", that may cause our or our industry's actual results,
        levels of activity, performance or achievements to be materially different
        from
        any future results, levels of activity, performance or achievements expressed
        or
        implied by these forward-looking statements.
 
 Although
        we believe that the expectations reflected in the forward-looking statements
        are
        reasonable, we cannot guarantee future results, levels of activity, performance
        or achievements. Except as required by applicable law, including the securities
        laws of the United States, we do not intend to update any of the forward-looking
        statements to conform these statements to actual results.
 
 Our
        financial statements are stated in United States Dollars (US$) and are prepared
        in accordance with United States Generally Accepted Accounting Principles.
        In
        this quarterly report, unless otherwise specified, all dollar amounts are
        expressed in United States dollars. All references to "common shares" refer
        to
        the common shares in our capital stock.
 
 As
        used
        in this quarterly report, the terms "we", "us", "our", “Company”, and "Gulf
        Western" mean Gulf Western Petroleum Corporation,, unless otherwise
        indicated.
 
 ***Our
        Current Business***
 
 Gulf
        Western is engaged in the exploration and development of natural gas and
        oil
        reserves within the United States, and holds oil and gas leases in Texas,
        Kansas
        and Kentucky.
 
 We
        hold
        proved undeveloped natural gas and condensate reserves that are located in
        south
        central Texas associated with our Oakcrest Project oil and gas lease
        interests.    As part of our Texas Frio Project we are
        participating in the drilling of thirteen Frio-age natural gas wells in Dewitt
        and Lavaca County, Texas that have been identified through 3-D
        seismic.  In connection with our Mound Branch Kansas Project we hold
        interests in nine wells that are drilled and located in Elk County, Kansas
        together with approximately 8,800 acres held under oil and gas leases in
        Elk
        County.  These wells are pending interconnection with a gathering
        system that once constructed, will deliver well head production from our
        wells
        into the interstate natural gas market.   During the period ended
        covered by this report, we did not have any proved producing
        reserves.   We are actively pursuing oil and gas prospects and
        opportunities principally through its relationships with individuals and
        companies.
 
 ***Oakcrest
        Project, Wharton County, Texas***
 
 The
        Oakcrest Prospect, located in north central Texas, is adjacent to and lies
        immediately to the north-northeast of the Southwest Bonus Field.  The
        Southwest Bonus is comprised of approximately 44 Wilcox formation producing
        wells, and since initial production has produced over 96 billion cubic feet
        of
        natural gas and 2.8 million barrels of oil equivalent. The main target of
        hydrocarbon production is the Wilcox formation, with the Frio formation slated
        as secondary.
 
 We
        hold a
        95.75% working interest and a 73.0% net revenue interest in oil and gas leases
        that totals approximately 866 acres in Wharton County,
        Texas.   Our oil and gas lease interests contain reserves
        categorized as proved undeveloped, probable and
        possible.   Reference is made to the supplemental oil and gas
        disclosures contained in the Company’s Form 8-K filed with the SEC on January
        10, 2007 pursuant to the merger between Georgia and Wharton.
 
 The
        anticipated capital investment to drill, complete and interconnect a well
        in the
        Oakcrest Prospect is approximately $3.5 million per well.  Individual
        wells depths are approximately 11,500 feet to reach the target Wilcox
        formation.  The Frio formation is slated as a secondary
        target.   Our current plan of operation for the Oakcrest Prospect
        provides for a 3-D seismic shoot; followed by the construction of drilling
        locations; and the drilling of four Wilcox formation wells in the Oakcrest
        Project over the next twelve months.
  
  ***Mound
        Branch Project, Elk County, Kansas***
 
 On
        September 1, 2006, we entered into the Mound Branch Project Development
        Agreement (“Development Agreement”) with Orbit Energy, LLC (“Orbit”) associated
        with a reserve and infrastructure development program of existing and after
        acquired oil and gas lease acreage and nine existing wells that are shut-in
        pending the construction of and interconnection with a gathering
        system.  On January 30, 2007 we entered into a purchase and sale
        agreement with Orbit to purchase all of its working and associated net revenue
        interests in approximately 8,800 gross acres, existing drilled wells, and
        associated equipment in the Mound Branch Project.
  The
          purchase price was $6.8 million,comprised of the following: a) $760,947
          previously paid by Gulf Western for testing of the existing drilled wells;
          b) a
          thirty-six month $2.0 million 10% convertible note; and c) 4,039,053 common
          shares of Gulf Western.  The shares were placed in escrow (“Orbit
          Escrow Shares”) to be released upon Orbit delivery to the escrow agent of an
          independent report assessing the fair value of the purchased assets at
          no less
          than the purchase price of $6.8 million.  Should the valuation be less
          than the Purchase Price, then the number of shares to be released from
          escrow
          will be ratably reduced for the lower valuation.   Shares
          remaining in escrow at the end of the twelve month period will be cancelled
          and
          returned to Gulf Western’s treasury.   Orbit is owned by
          CodeAmerica Investment, LLC for which Milton Cox, our Chairman and Chief
          Executive Officer is the Managing Member, and Paragon Capital, LLC for
          which Bassam Nastat, a Director and our President, serves as
          Manager.
 
 In
          accordance with SEC requirements and for financial reporting purposes,
          the
          acquisition of the Mound Branch Project oil and gas lease interests from
          Orbit
          was treated as a transaction between entities under common control and
          recorded
          at the seller’s net cost basis of $3.2 million.  The balance of the
          purchase price was recorded as a deemed dividend.  Immediately prior
          to the acquisition and the issuance of the Orbit Escrow Shares, Messrs.
          Cox and
          Nastat held 22.5 million common shares of Gulf Western or 49.6% of the
          issued
          and outstanding common shares.  The issuance of the Orbit Escrow
          Shares increased Messrs. Cox and Nastat direct and indirect holdings in
          Gulf
          Western to 26,539,053 common shares, or 52.5% of the current total issued
          and
          outstanding common shares of Gulf Western. Should the independent fair
          market
          appraisal of the assets acquired be less than the Purchase Price, Orbit
          Escrow
          Shares released to Orbit will be ratably reduced for the lower valuation,
          and
          Messrs. Cox and Nastat direct and indirect holdings in Gulf Western would
          ratchet down for the number of Orbit Escrow Shares cancelled and returned
          to
          Gulf Western’s treasury.
 To
        date
        flow testing has been completed on the existing wells drilled to the Mississippi
        Limestone formation and the Cherokee coal group.  The wells are shut
        in behind pipe awaiting the construction of and the interconnection with
        the
        Mound Branch gathering system.   From inception to date and for
        the nine-month period ended May 31, 2007, we have expended approximately
        $1.4
        million associated with capital investment for the Mound Branch project
        acquisition and development, and non-cash amounts of the $2.0 million for
        the
        Orbit note and the issuance of 4,039,053 common shares (subject to adjustment
        for the Escrow Shares).
 
 Our
        current plan of operation for the Mound Branch Project provides for commencement
        of a three year drilling program to drill fifty wells per year; and for the
        construction of the 15-mile low pressure Mound Branch gathering system that
        is
        necessary to effect the delivery of well head production into the interstate
        natural gas pipeline grid in Kansas.  The drilling program and the
        gathering system construction is dependent on our securing or arranging
        financing to fund the capital investments.
 
 ***Texas
        Frio Projects, Dewitt and Lavaca County, Texas***
 
 We
        are
        participating in the drilling of thirteen Frio-age natural gas wells in Dewitt
        and Lavaca County, Texas that have been identified through 3-D seismic. For
        the
        Shamrock Project in Dewitt County Texas, three Frio wells will be drilled
        in
        2007, of which we hold a 90% working interest in each well.  In the
        Brushy Creek Project in Lavaca County, Texas we hold working interests in
        ten
        wells with our interests ranging from approximately 30-45%. The drilling
        of all
        ten Brushy Creek wells is scheduled for year 2007.  Information on the
        individual Frio Projects is provided below.
  **Shamrock
        Project**
  The
        Shamrock Project is a three well drilling program located in Dewitt County,
        Texas that is targeting Frio-age natural gas reserves that have been identified
        through 3-D seismic. Frio-age wells have proven to be prolific natural gas
        producers throughout the Texas Gulf Coast region. Typical Frio wells produce
        at
        approximately 200 to 250 Mcf per day with estimated total recoverable reserves
        of approximately 500 million cubic feet.  The target formation is the
        Jameson sand with total well depth at approximately 3200 feet. We hold a
        90%
        working interest in the three wells (i.e., the Miller-Thomas gas unit, Tulemore
        Dew No. 1, and Bushmills No. 1) that comprise this project.  The wells
        have been drilled with casing set and are in the process of being completed and
        interconnected into the field gathering system.  Our current plan of
        operation is to finish the completion and interconnection of the wells with
        initial production delivery into the field gathering system within 45-60
        days.
 
 
  **Brushy
        Creek Project**
  We
        hold
        an average 43.2% working interest position in the Lavaca County, Texas Brushy
        Creek project. The Brushy Creek project is a 3-D seismic controlled project
        situated in the prolific Oligocene Frio oil and gas trend located in the
        lower
        Texas Gulf Coast.  The Brushy Creek Project was initiated in 2005, and
        to date has been successful in ten out of ten wells.  The first ten
        wells resulted in six Frio discoveries, three Miocenen discoveries and one
        Yegua
        completion.
 
 Our
        participation in the Brushy Creek Phases IV, V, VI and VII entails the drilling
        of ten new wells targeting several high quality amplitude anomalies similar
        to
        those that have proven to be productive in the previous
        drilling.   The completion of drilling of the first two Brushy
        Creek wells (i.e., the O’Neal Smith No. 1 and Pope No. 1) has been
        announced.  Casing has been set to depths of approximately 3700 – 3800
        feet, and the two wells are awaiting interconnection with the gathering system
        and further testing procedures.   The third Brushy Creek well has
        been spud and drilling is continuing.   Our current plan of
        operation is to continue the drilling of the seven additional wells that
        comprise the Brushy Creek Project, and the interconnection of all wells to
        the
        local gathering lines.   Initial production delivery into the
        gathering system is anticipated within 45-60 days.
 
 ***Baxter
        Bledsoe Prospect, Clay County, Kentucky***
 
 On
        February 1, 2006, we entered into an agreement to acquire the Baxter Bledsoe
        Prospect oil and gas lease acreage totalling approximately 2,200 gross acres
        (1,584 net acres) in Clay County, Kentucky from CodeAmerica. The purchase
        has
        been consummated with our remittance of $330,000 to CodeAmerica for its oil
        and
        gas lease interests in the Baxter Bledsoe Prospect, and CodeAmerica has assigned
        the Baxter Bledsoe lease to the Company.  Our current plan of
        operation for the Baxter Bledsoe Prospect is to drill an initial well prior
        to
        year end 2007 to the Black River Group formation.
 
 ***Bell
        Prospect, Bell County, Kentucky***
 
 On
        October 1, 2006, we entered into an agreement with CodeAmerica to acquire
        its oil and gas lease interests with acreage totalling approximately 3,400
        gross
        acres (2,448 net acres) in Bell County, Kentucky, for a purchase price of
        $255,000 plus reimbursement of $59,475 for land and legal services incurred
        by
        CodeAmerica in connection with the lease acreage. On October 28, 2006, we
        made a payment to CodeAmerica totalling $144,475 to pay one-third of the
        purchase price and to reimburse CodeAmerica for the referenced services.
        On the
        same date, CodeAmerica executed and delivered to Wharton an assignment of
        the
        3,400 lease acres under the oil and gas leases held by CodeAmerica in Bell
        County, Kentucky. On December 6, 2006, the Company remitted payment to
        CodeAmerica of $170,000 for the remaining balance due CodeAmerica under the
        Bell
        Prospect purchase and sale agreement.    The Company’s
        current plan of operation for the Bell Prospect is to continue its title
        verification and confirmation process for the acquired acreage; provided
        that we
        secure funding to accomplish such.
 
 **Plan
        of Operation**
  Our
        plan
        of operation for the next twelve months is to secure financing sufficient
        to
        fund the drilling of four Oakcrest Project Wilcox formation wells in Texas;
        to
        accomplish the drilling, completion and interconnection of a minimum of ten
        Texas Frio formation wells in the Shamrock and Brushy Creek Projects; to
        kick
        off the Mound Branch Project three-year 150 well drilling program and to
        effect
        the construction and interconnection of the Mound Branch 15-mile low pressure
        gathering system in Elk County, Kansas; and to continue to identify and to
        effect oil and gas investments that are strategic to our interests, within
        our
        core competencies, and that allows us to build our reserve base and enhance
        the
        quality of our portfolio of oil and gas interests.
 
 **Liquidity
        and Capital Resources**
 
 Oil
        and
        natural gas exploration, exploitation and development programs in the United
        States are very capital intensive, and require substantial capital resources
        to
        fund the ongoing drilling and development of oil and gas reserves.  In
        instances where an existing infrastructure does not exist within the proximity
        of the area under drilling and development, additional capital requirements
        are
        necessary to construct and install the infrastructure necessary to effect
        the
        delivery of production to market in order to create cash flows from production.
        The U.S. oil and gas industry is highly competitive, and when opportunities
        are
        identified, we have found that in most instances we must be able to act quickly
        which necessitates that we have sufficient human and capital resources on
        hand,
        or readily available, for us to draw upon when opportunities are identified,
        and
        our technical and commercial evaluations confirm the economic viability of
        such
        and our continuing interest in the opportunity.  Once oil and gas
        prospects are identified, acquired,
        and they become part of our portfolio of oil and gas opportunities, we require
        sufficient capital funding to execute our business plans.
 
 
  Gulf
        Western is in its development stage and, accordingly, has limited operations
        and
        no revenues. To date we have raised external financing through unsecured
        and
        secured debt and private equity placements, and internally through advances
        and
        contributions of services from our officers, directors and founding
        shareholders.   We believe our existing oil and gas projects
        provide us a mechanism to create a sustainable reserve base that will produce
        recurring levels of cash flows; which will allow us to continue to build
        our
        portfolio of oil and gas prospects; and strengthen our base of production
        so as
        to internally fund our operating requirements and a portion of our capital
        investments going forward.
 
 We
        expect
        that over the next twelve months we will continue to raise capital resources
        through a combination of private placements and public offerings that would
        involve equity, debt or a combination of both.  Financing in the form
        of equity, debt or other sources could result in the dilution of our
        shareholders’ equity; increase in our debt and current liabilities; result in
        the pledging of all or substantially all of our assets; and most likely restrict
        our utilization of cash balances and limit our access to new or alternate
        sources of financing.   Additionally, there can be no assurance
        that adequate financing will be available to us when needed or, if available,
        that it can be obtained on commercially reasonable terms. If we are not able
        to
        obtain financing on a timely basis, we will be unable to execute our business
        plans, and will be required to scale back the pace and magnitude of our oil
        and
        gas prospects drilling and development initiatives. We also may not be able
        to
        meet our vendor and service provider obligations as they become due. In such
        event, we will be forced to further scale down our activities or perhaps
        even
        cease operations.
  ****Future
        Operations**
  *Cash
        Requirements*
 
 During
        the twelve month period ending May 31, 2008, we project total cash requirements
        of approximately $35.4 million.  Our total estimated cash requirements
        are comprised of $34.2 million for oil and gas capital investments, and $1.2
        million for general and administrative, operating and public company expenses,
        and working capital requirements.
 
 Based
        on
        our plan of operation, our current available cash will be insufficient to
        fund
        our aggregated capital and operating requirements over the twelve month period
        ending May 31, 2008.  To execute our plans we will require substantial
        financing and are actively pursuing equity and/or debt financing through
        private
        placements and public offerings.   In the event that we are
        unable to raise the financing to meet our needs, we will be required to scale
        back or slow our capital program. Should we be unable to acquire funding
        sufficient to effect our scheduled capital investments, we may not be able
        to
        create and sustain sufficient operating cash to fund our internal operating,
        general and administrative and public company costs.  In the absence
        of financing we may not be able to establish and sustain profitability. Should
        we raise funds through equity and debt placements, existing equity and ownership
        in the Company could be negatively affected due to the dilution of existing
        equity ownership of our shares.
 
 Over
        the
        next twelve months we intend to use all available funds to continue the
        exploration and development of our oil and gas prospect opportunities. Our
        estimated cash requirements for the next twelve months are summarized
        below:
  Estimated
        Funding Required During the Twelve Month Period Ending May 31,
        2008
 
 Exploration,
                  drilling and development expendituresOakcrest
                  project (seismic, drilling and completion four wells)
              
              $
              14,300,000Mound
                  Branch project (interconnection of existing wells, and drilling
                  initial
                  fifty wells)
              
              
              11,500,000Mound
                  Branch gathering system
              
              
              5,400,000Brushy
                  Creek & Shamrock Frio projects (drilling, completion &
                  interconnection)
              
              
              2,200,000Baxter
                  Bledsoe prospect (drill initial well)
              
              
              300,000Other
                  – Texas, Kansas and Kentucky
              
              
              500,000Operating
                  , general and administrative
              
              
              780,000Public
                  company expenses
              
              
              180,000Working
                  capital
              
              
              250,000**$**
              **35,410,000**
  
  *Product
        Research and Development*
  Our
        business plan is focused on the exploration and development of our oil and
        gas
        interests.
 
 We
        do not
        anticipate that we will expend any significant funds on research and development
        over the next twelve months ending May 31, 2008.
 
 *Purchase
        of Significant Equipment*
 
 We
        do not
        intend to purchase any significant equipment over the next twelve
        months.
 
 *Employees*
 
 Currently
        we have no full time or part-time employees. We utilize short term contractors,
        consultants and professional service providers, as necessary.  Our
        directors and officers provide services on a month to month basis pursuant
        to
        oral arrangements, but have not signed employment or consulting agreements
        with
        us. We do not expect any material changes in the number of employees over
        the
        next twelve month period. We may enter formal written service agreements
        with
        our directors and officers in the future. We expect to utilize contractors
        and
        consultants as needed to meet our staffing needs, and will continue to
        periodically evaluate costs benefits of staffing our resource requirements
        externally or internally. We expect that the level of success of our exploration
        and development initiatives will drive the timing and level of employees
        that we
        may retain in the future.
 
 *Going
        Concern*
 
 The
        accompanying financial statements have been prepared assuming we will continue
        as a going concern. The Company is in its development stage and, accordingly,
        has several capital initiatives but no revenues.  We have raised
        limited financing and have incurred operating losses since our inception.
        These factors raise substantial doubt about the our ability to continue as
        a going concern, and our ability to achieve and maintain profitability and
        positive cash flows are dependent on our ability to secure sufficient financing
        to fund the acquisition, drilling and development of profitable oil and gas
        properties. We are actively pursuing financing options which we believe would
        allow us to establish and sustain commercial production. There are no assurances
        that we will be able to obtain additional financing from investors or private
        lenders and, if available, such financing may not be on commercial terms
        acceptable to us or our stockholders. The financial statements do not include
        any adjustments that might result from the outcome of this
        uncertainty.
 
 We
        intend
        to raise financing sufficient to fund our capital expenditure and working
        capital requirements for the next twelve months principally through private
        placements and public offerings.
  *Recently
        Issued Accounting Standards*
 
 In
        September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS
        157"), which clarifies the definition of fair value, establishes guidelines
        for
        measuring fair value, and expands disclosures regarding fair value
        measurements.   SFAS 157 eliminates inconsistencies in guidance
        found in various prior accounting pronouncements. SFAS 157 will be effective
        for
        Gulf Western on the first quarter of fiscal 2008.  We are currently
        evaluating the impact of adopting SFAS 157 on our financial
        statements.
  APPLICATION
        OF CRITICAL ACCOUNTING POLICIES
 
 Our
        financial statements and accompanying notes are prepared in accordance with
        accounting principles generally accepted in the United States. Preparing
        financial statements requires management to make estimates and assumptions
        that
        affect the reported amounts of assets, liabilities, revenue, and expenses.
        These
        estimates and assumptions are affected by management's application of accounting
        policies. We believe that understanding the basis and nature of the estimates
        and assumptions involved with the following aspects of our consolidated
        financial statements is critical to an understanding of our balance sheet,
        the
        statements of operations and stockholders' equity, and the cash flows statements
        included elsewhere in this filing.
  
 **Item
                    3.**
                **Quantitative
                    and Qualitative Disclosures About Market
                    Risk**
 Market
        risk is the risk of loss arising from adverse changes in market rates and
        prices. We are exposed to risks related to increase in the prices of drilling
        rigs, field equipment and services, and commodity price fluctuations associated
        with crude oil, natural gas and natural gas liquid. We do not engage in
        commodity price hedging activities, but will evaluate hedges once we have
        production. We are exposed to currency rate fluctuations between the Canadian
        and U.S. dollar, that may arise from accounts payables that
        are denominated in Canadian dollars.
   **Item
                  4.**
              **Controls
                  and Procedures**
 
 As
        required by Rule 13a-15 under the Exchange Act, we have carried out an
        evaluation of the effectiveness of the design and operation of our company's
        disclosure controls and procedures as of the end of the period covered by
        this
        quarterly report, being May 31, 2007.   This evaluation was
        carried out under the supervision and with the participation of our company's
        management, including our company's president, the chief executive officer
        and
        the chief financial officer. Based upon that evaluation, our company's
        president, the chief executive officer and the chief financial officer concluded
        that, our disclosure controls and procedures were effective at the end of
        the
        period covered by this report.  Also as required by Rule 13a-15(d), we
        performed an evaluation of our internal controls over financial reporting
        and
        determined that no changes occurred during the current quarter covered by
        this report that have materially affected, or are reasonably likely to
        materially affect our internal control over financial reporting.
 
 Disclosure
        controls and procedures are controls and other procedures that are designed
        to
        ensure that information required to be disclosed in our company's reports
        filed
        or submitted under the Exchange Act is recorded, processed, summarized and
        reported, within the time periods specified in the Securities and Exchange
        Commission's rules and forms.  Disclosure controls and procedures
        include, without limitation, controls and procedures designed to ensure that
        information required to be disclosed in our company's reports filed under
        the
        Exchange Act is accumulated and communicated to management, including to
        our
        company's president, the chief executive officer and the chief financial
        officer
        as appropriate, to allow timely decisions regarding required
        disclosure.
 
 
  **Part
        II - OTHER INFORMATION**
  
 **Item
                  1.**
              **Legal
                  Proceedings.**
 
 We
        know
        of no material, active or pending legal proceedings against our company,
        nor are
        we involved as a plaintiff in any material proceeding or pending litigation.
        There are no proceedings in which any of our directors, officers or affiliates,
        or any registered or beneficial shareholder, is an adverse party or has a
        material interest adverse to our interest.
 
 **Item
                  2.**
              **Unregistered
                  Sales of Equity
                  Securities.**
 
 Pursuant
        to the Agreement and Plan of Merger dated November 21, 2006 between Gulf
        Western
        Petroleum Corporation (formerly Georgia Exploration, Inc.) and Wharton Resources
        Corp., (“Wharton”) and effective January 3, 2007, Gulf Western issued 30,000,000
        shares of its common stock to the stockholders of Wharton.   The
        shares were issued pursuant to the exemption from registration under the
        Securities Act of 1933, as amended (the “Securities Act”), available under Rule
        506 of Regulation D (“Regulation D”) promulgated under the Securities Act, with
        all of such stockholders being “accredited investors,” as such term is defined
        in Rule 501(a) of Regulation D.
 
 On
        January 22, 2007, Gulf Western issued 3,205,000 units at a price of $1.00
        per
        unit, with each unit consisting of a share in the common stock of Georgia,
        one
        Class A Warrant, and one Class B Warrant, for aggregate proceeds of $3,205,000.
         Each Class A Warrant may be exercised at a price of $2.00 for a period of
        3 years to acquire one additional share of Gulf Western.  Each Class B
        Warrant may be exercised at a price of $3.00 for a period of 3 years to acquire
        one additional share or Gulf Western.  The securities were sold to non-US
        persons pursuant to Regulation S and to an accredited investor pursuant to
        Rule
        506 of Regulation D under the *Securities Act of 1933*.  The
        securities are restricted securities pursuant to Rule 144.
 
 On
        February 1, 2007 Gulf Western issued 4,039,053 shares of its common stock
        and a
        $2,000,000 convertible debenture to Orbit Energy, LLC (“Orbit", as consideration
        for the acquisition of certain oil and gas interests. The shares were issued
        pursuant to section 4(2) of the Securities Act of 1933 on the basis of the
        relationship of the beneficial owners of Orbit being directors and officers
        of
        Georgia Exploration. The terms of the convertible debenture are set forth
        in
        Form 8K – Current Report dated January 30, 2007, and are incorporated herein by
        reference.
 
 On
        May
        10, 2007, Gulf Western issued 525,000 units at a price of $1.00 per unit,
        with
        each unit consisting of a share in the common stock of Georgia, one Class
        A
        Warrant, and one Class B Warrant, for aggregate proceeds of $3,205,000.
 Each Class A Warrant may be exercised at a price of $2.00 for a period of
        3 years to acquire one additional share of Georgia.  Each Class B Warrant
        may be exercised at a price of $3.00 for a period of 3 years to acquire one
        additional share or Georgia.  The securities were sold to non-US persons
        pursuant to Regulation S and to an accredited investor pursuant to Rule 506
        of
        Regulation D under the *Securities Act of 1933*.  The securities are
        restricted securities pursuant to Rule 144.
 
 On
        May
        10, 2007, Gulf Western issued 500,000 common shares to an advisor for services
        to Gulf Western.  The securities were issued to non-US persons
        pursuant to Regulation S and to an accredited investor pursuant to Rule 506
        of
        Regulation D under the *Securities Act of 1933*.  The securities are
        restricted securities pursuant to Rule 144.
 
 On
        May
        10, 2007, Gulf Western issued 200,000 common shares to lenders pursuant to
        loan
        agreements dated August 21, 2006 and October 17, 2006 as additional
        consideration to the lenders for advancing funds to Gulf Western.  The
        securities were issued to non-US persons pursuant to Regulation S and to
        an
        accredited investor pursuant to Rule 506 of Regulation D under the
*Securities Act of 1933*.  The securities are restricted securities
        pursuant to Rule 144.
 
 Effective
        July 3, 2007, Gulf Western entered into a convertible secured loan agreement
        with a private lender with a principal balance of $500,000 and a maturity
        date
        of January 3, 2009.  Principal payments commence in the third month
        with 1/15th of
        the loan amount, or $33,333 per month, until repaid.  The loan bears
        interest at 12.0% per annum payable quarterly in arrears, and may be repaid
        in
        portion or all by Gulf Western at any time at 105%.   The lender
        has the right to convert any or all of the outstanding balance to Gulf Western
        common shares at a conversion rate of $0.45 per common share during the loan
        term, and provides for best efforts piggy back registration.  Attached
        to the convertible loan was a three-year warrant for 125,000 common shares
        of
        Gulf Western at $0.30 per common share.   The securities were
        issued to non-US persons pursuant to Regulation S and to an accredited investor
        pursuant to Rule 506 of Regulation D under the *Securities Act of 1933*.
 The securities are restricted securities pursuant to Rule
        144.
 
 
  **Item
                  3.**
              **Defaults
                  Upon Senior Securities.**
 
 None.
 
 **Item
                  4.**
              **Submission
                  of Matters to a Vote of Security
                  Holders.**
 
 None.
 
 **Item
                  5.**
              **Other
                  Information.**
 
 None.
 
 **Item
                  6.**
              **Exhibits.**
 
 *Exhibits
        Required by Item 601 of Regulation S-B.*
 
 Exhibit
        Number/Description
 
 **(2)**
              **Articles
                  of Incorporation and
                  Bylaws**
 
 2.1
              Agreement
                  and Plan of Merger, dated November 21, 2006, among the Registrant,
                  GEX
                  Acquisition Corp., Wharton Resources Corp., and the stockholders
                  of
                  Wharton1
 
 **(3)**
              **Articles
                  of Incorporation**
 
 3.1
              Articles
                  of Incorporation2
  
 1
        Incorporated by reference from Current Report on Form 8-K for the event of
        November 21, 2006, as filed with the Securities and Exchange Commission on
        November 28, 2006.
 2
        Incorporated by reference from the Registration Statement on Form SB-2, as
        filed
        with the Securities and Exchange Commission on May 3, 2006.
  
 **(10)**
              **Material
                  Contracts**
  10.1
                  Agreement
                      between Wharton Resources LP and CodeAmerica Investments LLC
                      effective
                      October 1, 2006 for the purchase of 3,400 oil and gas lease
                      acreage
                      located in Bell County, Kentucky.   Incorporated by
                      reference to the current report on Form 10QSB for the period
                      ended
                      November 30, 2007.
 
 10.2
                  Agreement
                      between Wharton Resources LP and CodeAmerica Investments LLC
                      effective
                      February 1, 2006 for the purchase of 2,200 oil and gas lease
                      acreage
                      located in Clay County, Kentucky.  Incorporated by reference to
                      the current report on Form 10QSB for the period ended November
                      30,
                      2007.
 
 10.3
                  Agreement
                      between Wharton Resources LP and Orbit Energy, LLC effective
                      September 1,
                      2006 for the development of the Mound Branch Prospect in Elk
                      County,
                      Kansas. Incorporated by reference to the current report on
                      Form 10QSB for
                      the period ended November 30, 2007.
 
 10.4
                  Assignment
                      of Oil, Gas and Mineral Leases effective April 28, 2006 by
                      and between
                      CodeAmerica Investments, LLC and Wharton Resources LP for its
                      oil and gas
                      lease interests located in Wharton County, Texas.  Incorporated
                      by reference to the current report on Form 10QSB for the period
                      ended
                      November 30, 2007.
  
  10.5
                  Purchase
                      and Sale Agreement between Georgia Exploration, Inc. and Orbit
                      Energy, LLC
                      dated January 30, 2007 for the purchase of Orbit’s interest in the Mound
                      Branch Project.  Incorporated by reference to the Form 8-K dated
                      January 30, 2007.
 10.6
                  Convertible
                      Debenture dated January 30, 2007 for the purchase of the Mound
                      Branch
                      interest by Georgia Exploration, Inc. from Orbit Energy, LLC.
                      Incorporated
                      by reference to the Form 8-K dated January 30,
                      2007.
 
 10.7
                  Assignment
                      of Orbit Energy, LLC working Interest in oil and gas
                      wells.  Incorporated by reference to the Form 8-K dated January
                      30, 2007.
 
 10.8
                  Assignment
                      of Orbit Energy, LLC oil and gas lease interests.  Incorporated
                      by reference to the Form 8-K dated January 30,
                      2007.
 
 10.9
                  Convertible
                      Secured Note and Associated Warrant by and between NCIM Limited
                      and Gulf
                      Western Petroleum Corporation, effective July 3,
                      2007.
 
  **(31)**
                  **Section
                      302 Certifications**
 
 31.1
                  Chief
                      Executive Officer Certification Pursuant to Section 13a-14
                      of the
                      Securities Exchange Act
 
 31.2
                  Chief
                      Financial Officer Certification Pursuant to Section 13a-14
                      of the
                      Securities Exchange Act
 
 **(32)**
                  **Section
                      906 Certification**
 
 32.1
                  Certification
                      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                      Section 906 of
                      the Sarbanes-Oxley Act of 2002
 
 32.2
                  Certification
                      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                      Section 906 of
                      the Sarbanes-Oxley Act of
                      2002
 
  **SIGNATURES**
 
 Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, the registrant has duly caused this report to be signed on its behalf
        by
        the undersigned, thereunto duly authorized.
 
 **GULF
                  WESTERN PETROLEUM ORPORATION**By:
              /s/
                  Wm Milton
                  CoxWm
                  Milton CoxChairman
                  and Chief Executive OfficerDate:
                  July 16, 2007By:
              /s/
                  Sam NastatBassam
                  NastatPresident
                  and DirectorDate:
                  July 16, 2007By:
              /s/
                  Donald L. SytsmaDonald
                  L. SytsmaChief
                  Financial Officer and DirectorDate:
                  July 16, 2007