Century Petroleum (CYPE) 10QSB 2008 Q3 Quarterly report (small business)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period endedJanuary 31, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number333-126490

CENTURY PETROLEUM CORP.
(Name of small business issuer in its charter)

Nevada	47-0950123
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
9595 Six Pines, Building 8, Level 2, Suite 8210
The Woodlands, TX	77380
(Address of principal executive offices)	(Zip Code)

Issuer's telephone number(832) 631.6061

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Nil	Nil

Securities registered pursuant to Section 12(g) of the Act:

Nil
(Title of class)

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 [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of theExchange Act). Yes [ ] No [X ]

State the number of shares outstanding of each of the issuer's classes of equity stock, as of the latest practicable date.

68,743,071 common shares issued and outstanding as of March 4, 2008

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X].

Item 1. Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with the instructions to the Form 10-QSB and Item 310(b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholder’s equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended January 31, 2008 are not necessarily indicative of the results that can be expected for the year ending April 30, 2008.

2

Century Petroleum Corp.

(An Exploration Stage Company)

January 31, 2008

	Index
Balance Sheet	F-1
Statements of Operations	F-2
Statements of Cash Flows	F-3
Statements of Stockholders’ Equity	F-4
Notes to the Financial Statements	F-6

Century Petroleum Corp.

(An Exploration Stage Company)

Balance Sheet

(Expressed in US dollars)

(unaudited)

ASSETS
Current Assets
Cash	$	262,656
Prepaid expenses and other current assets		156,259
Total Current Assets		418,915
Property and Equipment, net		5,416
Intangible Assets, net		9,327
Oil and Gas Interest (full cost method) (Note 2)		5,759,765
Total Assets	$	6,193,423
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	178,693
Accounts payable-related party (Note 5(a))		100
Accrued liabilities		158,879
Due to related party (Note 5(a))		2,000
Total Liabilities		339,672
Stockholders’ Equity
Preferred Stock, 7,000,000 shares authorized, $0.001 par value
none issued and outstanding		–
Common Stock, 483,000,000 shares authorized, $0.001 par value
68,743,071 shares issued and outstanding		68,743
Additional Paid-in Capital		16,817,877
Common Stock Subscribed (203,333 shares to be issued)		199,366
Deferred Compensation		(7,087,500	)
Deficit Accumulated During the Exploration Stage		(4,144,735	)
Total Stockholders’ Equity		5,853,751
Total Liabilities and Stockholders’ Equity	$	6,193,423

(The Accompanying Notes are an Integral Part of These Financial Statements)

F-1

Century Petroleum Corp.

(An Exploration Stage Company)

Statements of Operations

(Expressed in US dollars)

(unaudited)

														Accumulated
		For the			For the			For the			For the			From
		Three Months			Three Months			Nine Months			Nine Months			December 13, 2004
		Ended			Ended			Ended			Ended			(Date of Inception)
		January 31,			January 31,			January 31,			January 31,			To January 31,
		2008			2007			2008			2007			2008
Revenue	$	–		$	–		$	–		$	–		$	–
Expenses
Consulting (Note 6)		658,483			538,500			1,830,866			746,000			3,112,366
Mineral property exploration costs		–			–			–			–			30,300
Impairment of mineral property costs		–			–			–			–			3,000
Impairment of oil and gas property		–			–			–			528,756			528,756
General and administrative		70,988			83,988			224,927			114,501			392,729
Professional fees		6,668			15,269			30,215			40,107			100,708
Total Operating Expenses		736,139			637,757			2,086,008			1,429,364			4,167,859
Operating Loss		(736,139	)		(637,757	)		(2,086,008	)		(1,429,364	)		(4,167,859	)
Other Income (Expenses)
Foreign exchange gain (loss)		–			27			(408	)		(25	)		191
Interest income		2,036			4,184			10,270			7,186			22,933
Total Other Income		2,036			4,211			9,862			7,161			23,124
Loss Before Income Taxes		(734,103	)		(633,546	)		(2,076,146	)		(1,422,203	)		(4,144,735	)
Provision for Income Taxes		–			–			–			–			–
Net Loss	$	(734,103	)	$	(633,546	)	$	(2,076,146	)	$	(1,422,203	)	$	(4,144,735	)
Net Loss Per Share – Basic and Diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)
Weighted Average Number of Shares
Outstanding		68,871,404			58,420,000			67,033,748			57,046,000

(The Accompanying Notes are an Integral Part of These Financial Statements)

F-2

Century Petroleum Corp.

(An Exploration Stage Company)

Statements of Cash Flows

(Expressed in US dollars)

(unaudited)

								Accumulated
		For the			For the			From
		Nine Months			Nine Months			December 13, 2004
		Ended			Ended			(Date of Inception)
		January 31,			January 31,			to January 31,
		2008			2007			2008
Operating Activities
Net loss	$	(2,076,146	)	$	(1,422,203	)	$	(4,144,735	)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation		5,221			276			8,158
Impairment loss on oil and gas properties		–			528,756			531,756
Stock-based compensation		1,616,866			630,000			2,561,866
Change in operating assets and liabilities:
Prepaid expenses and deposits		(57,816	)		–			(156,259	)
Accounts payable and accrued liabilities		(18,532	)		8,453			337,572
Accounts payable-related party		(4,598	)		–			100
Net Cash Used in Operating Activities		(535,005	)		(254,718	)		(861,542	)
Investing Activities
Purchase of property and equipment		(2,680,993	)		(3,235,999	)		(6,314,422	)
Net Cash Used in Investing Activities		(2,680,993	)		(3,235,999	)		(6,314,422	)
Financing Activities
Advances from related party		–			1,338			2,000
Proceeds from issuance of common stock		2,500,000			2,955,000			7,436,620
Proceeds from common stock subscribed		–			1,425,000			–
Net Cash Provided by Financing Activities		2,500,000			4,381,338			7,438,620
Increase (Decrease) in Cash		(715,998	)		890,621			262,656
Cash and Cash Equivalents - Beginning of Period		978,654			372			–
Cash and Cash Equivalents - End of Period	$	262,656		$	890,993		$	262,656
Non-Cash Financing Activities
Shares issued for consulting services	$	1,616,866		$	472,500		$	2,561,866
Supplemental Disclosures
Interest paid		–			–			–
Income taxes paid		–			–			–

(The Accompanying Notes are an Integral Part of These Financial Statements)

F-3

Century Petroleum Corp.

(An Exploration Stage Company)

Statement of Stockholders’ Equity

For the Period from December 13, 2004 (Date of Inception) to January 31, 2008

(Expressed in US dollars)

(unaudited)

								Deficit
								Accumulated
			Additional				Common	During the
	Common Stock		Paid-in		Deferred		Stock	Exploration
	Shares	Amount	Capital		Compensation		Subscribed	Stage		Total
	#	$	$		$		$	$		$
Balance – December 13, 2004 (Date of
Inception)	–	–	–		–		–	–		–
Common stock issued to founders for cash at
$0.000143 per share	45,640,000	45,640	(39,120	)	–		–	–		6,520
Common stock issued for cash at $0.00714
per share	6,972,000	6,972	42,828		–		–	–		49,800
Net loss for the period	–	–	–		–		–	(5,185	)	(5,185	)
Balance – April 30, 2005	52,612,000	52,612	3,708		–		–	(5,185	)	51,135
Common stock issued for cash at $0.00714
per share	42,000	42	258		–		–	–		300
Net loss for the year	–	–	–		–		–	(51,368	)	(51,368	)
Balance – April 30, 2006	52,654,000	52,654	3,966		–		–	(56,553	)	67
Common stock issued for cash at $0.478 per
share	4,609,997	4,610	2,200,390		–		–	–		2,205,000
Common stock issued for cash at $1.00 per
share	425,000	425	424,575		–		–	–		425,000
Common stock issued for cash at $1.25 per
share	600,000	600	749,400		–		–	–		750,000
Common stock issued for cash at $2.01 per
share	248,756	249	499,751		–		–	–		500,000
Common stock issued for cash at $2.05 per
share	243,902	244	499,756		–		–	–		500,000
Common stock issued for consulting services	5,000,000	5,000	9,445,000		(8,505,000	)	–	–		945,000
Common stock issued for cash at $1.01 per
share	495,050	495	499,505		–		–	–		500,000
Net loss for the year	–	–	–		–		–	(2,012,036	)	(2,012,036	)
Balance – April 30, 2007	64,276,705	64,277	14,322,343		(8,505,000	)	–	(2,068,589	)	3,813,031

(The Accompanying Notes are an Integral Part of These Financial Statements)

F-4

Century Petroleum Corp.

(An Exploration Stage Company)

Statement of Stockholders’ Equity

For the Period from December 13, 2004 (Date of Inception) to January 31, 2008

(Expressed in US dollars)

(unaudited)

							Deficit
							Accumulated
			Additional			Common	During the
	Common Stock		Paid-in	Deferred		Stock	Exploration
	Shares	Amount	Capital	Compensation		Subscribed	Stage		Total
	#	$	$	$		$	$		$
Balance – April 30, 2007	64,276,705	64,277	14,322,343	(8,505,000	)	–	(2,068,589	)	3,813,031
Common stock issued for cash at $0.52 per
share	1,923,076	1,923	998,077	–		–	–		1,000,000
Common stock issued for cash at $0.56 per
share	1,785,714	1,786	998,214	–		–	–		1,000,000
Common stock issued for cash at $0.66 per
share	757,576	757	499,243	–		–	–		500,000
Common stock issuable for services	–	–	–	–		199,366	–		199,366
Amortization of deferred compensation	–	–	–	1,417,500		–	–		1,417,500
Net loss for the period	–	–	–	–		–	(2,076,146	)	(2,076,146	)
Balance – January 31, 2008	68,743,071	68,743	16,817,877	(7,087,500	)	199,366	(4,144,735	)	5,853,751

On August 9, 2006, the Company effected a seven (7) for one (1) forward stock split of the authorized, issued and outstanding stock. All share amounts have been retroactively adjusted for all periods presented.

(The Accompanying Notes are an Integral Part of These Financial Statements)

F-5

Century Petroleum Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(unaudited)

1.	Summary of Significant Accounting Policies and Organization
	a)	Basis of Presentation
		The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.
		It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results expected for the year.
	b)	Organization
		The Company was incorporated in the State of Nevada on December 13, 2004 as “Som Resources Inc.” On August 9, 2006, the Company changed its name to “Century Petroleum Corp.” The Company is a natural resource exploration company with the objective of acquiring, exploring and, if warranted and feasible, developing natural resource properties. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7 “Accounting and Reporting for Development Stage Enterprises”. Activities during the exploration stage include developing the business plan and raising capital.
	c)	Use of Estimates
		The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to stock-based compensation expense, deferred income tax asset valuations and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
	d)	Cash and Cash Equivalents
		The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
	e)	Mineral Property Interests
		The Company has been in the exploration stage since its inception and has not yet realized any revenues from its planned operations. Pursuant to SFAS No. 141 and SFAS No. 142, as amended by EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”, mineral interests associated with other than owned properties are classified as tangible assets. Mineral property interests will be amortized using the units-of-production method when production at each project commences. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
	f)	Oil and Gas Interests
		The Company utilizes the full-cost method of accounting for petroleum and natural gas properties. Under this method, the Company capitalizes all costs associated with acquisition, exploration and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling of productive and non-productive wells into the full cost pool on a country by country basis. As of January 31, 2008, one of the Company’s properties has unproven reserves. When the Company obtains proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such determination is made the Company assesses annually whether impairment has occurred, and includes in the amortization base drilling exploratory dry holes associated with unproved properties.

F-6

Century Petroleum Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(unaudited)

1.	Summary of Significant Accounting Policies and Organization (continued)
	f)	Oil and Gas Interests (continued)
		Once the Company has evaluated its properties as proven, the costs are transferred to the full cost pool. The Company then applies a ceiling test to the capitalized cost in the full cost pool. The ceiling test limits such cost to the estimated present value, using a ten percent discount rate, of the future net revenue from proved reserves, based on current economic and operating conditions. Specifically, the Company computes the ceiling test so that capitalized cost, less accumulated depletion and related deferred income tax, do not exceed an amount (the ceiling) equal to the sum of: (A) The present value of estimated future net revenue computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current cost) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus (B) the cost of property not being amortized; plus (C) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less (D) income tax effects related to differences between the book and tax basis of the property.
		For unproven properties, the Company excludes from capitalized costs subject to depletion, all costs directly associated with the acquisition and evaluation of the unproved property until it is determined whether or not proved reserves can be assigned to the property. Until such a determination is made, the Company assesses the property at least annually to ascertain whether impairment has occurred. In assessing impairment the Company considers factors such as historical experience and other data such as primary lease terms of the property, average holding periods of unproved property, and geographic and geologic data. The Company adds the amount of impairment assessed to the cost to be amortized subject to the ceiling test. As at January 31, 2008, the Company had no properties with proven reserves.
	g)	Property and Equipment
		Property and equipment consists of computer equipments, is recorded at cost and is being amortized on a straight-line basis over their estimated life of three years.
	h)	Website Development Costs
		The Company recognizes the costs associated with developing a website in accordance with the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) No. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Relating to website development costs the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) No. 00-2, “Accounting for Website Development Costs”.
		Costs associated with the website consist primarily of web site design costs. These capitalized costs are amortized based on their estimated useful life of three years. Payroll and related costs have not been capitalized, as the amounts principally relate to maintenance. Internal costs related to the development of website content will be charged to operations as incurred.
	i)	Long-lived Assets
		In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.
		Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

F-7

Century Petroleum Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(unaudited)

1.	Summary of Significant Accounting Policies and Organization (continued)
	j)	Income Taxes
		The Company accounts for income taxes under SFAS No. 109, “Accounting for Income Taxes.” Under SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
	k)	Loss Per Share
		Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by SFAS No. 128, “Earnings Per Share.” As of January 31, 2008, the effect of 11,089,071 (January 31, 2007 – 6,127,655) stock purchase warrants was anti dilutive and not included in the calculation of dilutive net loss.
	l)	Recent Accounting Pronouncements
		In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.
		In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”.The adoption of this statement is not expected to have a material effect on the Company's financial statements.
		In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

F-8

Century Petroleum Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(unaudited)

1. Summary of Significant Accounting Policies and Organization (continued)

m)	Foreign Currency Translation
	The Company uses US dollars as its functional and reporting currency. The Company has gains and losses arising as a result of translations of the Canadian funds deposited into US dollars. These gains and losses are included in operations.
n)	Reclassifications
	Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.
o)	Concentration of Credit Risk
	The Company at times has cash in banks in excess of FDIC insurance limits. At January 31, 2008, the Company had $162,656 in excess of FDIC limits.

1.	Acquisition of Oil and Gas Interest
	a)	On June 15, 2006, the Company acquired a 100% working interest and a 75% net revenue interest in certain oil and gas properties consisting of 32 leases totaling 1,224 gross acres located in Louisiana in consideration for $2,000,000. As of January 31, 2008, the Company has capitalized $2,071,275 of costs related to its interest.
	b)	On August 10, 2006, the Company acquired all of the right, title and interest to any leases on a property located in DeWitt County, Texas covered under a Participation Agreement dated September 1, 2005. The Company paid $512,750 to earn its interest, subject to a 2% carried working interest. On October 25, 2006, this lease agreement was terminated and the Company recognized an impairment of $528,756 related to this property, which included the Company’s share of drilling costs.
	c)	On November 1, 2006, the Company entered into an agreement to acquire a 4% interest in an oil and gas property and applicable leases located in southern Louisiana. The Company paid $222,552 as consideration which included prospect fees and property expenses. During the fiscal year ended April 30, 2007, the Company incurred an additional $1,296 of lease costs and $582,403 of drilling expenses. During the nine month period ended January 31, 2008, the Company incurred an additional $40,655 of lease costs and $493,259 of drilling expenses. On October 25, 2007, the Company increased its working interest in certain objectives of Well No. 1 to 5.44%.
	d)	On March 1, 2007, the Company entered into a participation agreement and joint operating agreement with two operators to purchase an undivided 8.92353% before casing point and 7.585% after casing point interest on the Shadyside Prospect located in St. Mary Parish, Louisiana. At April 30, 2007, the Company paid $52,012 towards their share of G&G reimbursement and land costs incurred to date. During the nine month period ended January 31, 2008, the Company incurred an additional $17,414 of lease costs and $1,152,641 of drilling expenses. In September 2007, the Company increased its working interest after casing point to 15.17%.
	e)	On July 10, 2007, the Company entered into a purchase and sale agreement with CTC Minerals, Inc. whereby the Company agreed to purchase a 10% interest in the Alligator Bayou Prospect located in Matagorda and Brazoria Counties, Texas, for a purchase price of $800,000. At January 31, 2008, the Company has capitalized additional $326,259 of costs related to its interest.

3.	Stockholders’ Equity
	a)	On March 31, 2005, the Company issued 45,640,000 shares of common stock to its founders for cash of $6,520.
	b)	On April 30, 2005, the Company issued 6,972,000 shares of common stock to individuals for cash of $49,800.
	c)	On May 2, 2005, the Company issued 6,000 shares of common stock to individuals for cash of $300.
	d)	On June 13, 2006, the Company issued 4,609,997 units at a price of $0.478 per unit for gross proceeds of $2,205,000. Each unit consists of one post split common share and one share purchase warrant. Each common share purchase warrant is exercisable into one post split common share at a price of $1.50 per share for a period of 24 months.

F-9

Century Petroleum Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(unaudited)

3.	Stockholders’ Equity (continued)
	e)	On August 9, 2006, the Company changed its name from “Som Resources, Inc.” to “Century Petroleum Corp.” and effected a seven (7) for one (1) forward stock split of the authorized, issued and outstanding stock. As a result, the authorized share capital increased from 69,000,000 shares of common stock with a par value of $0.001 to 483,000,000 shares of common stock with a par value of $0.001, and 1,000,000 shares of preferred stock with a par value of $0.001 to 7,000,000 shares of preferred stock with a par value of $0.001. All share amounts have been retroactively adjusted for all periods presented.
	f)	On August 15, 2006, the Company issued 425,000 units at a price of $1.00 per unit for gross proceeds of $425,000. Each unit consists of one post split common share and one share purchase warrant. Each common share purchase warrant is exercisable into one post split common share at a price of $1.50 per share for a period of 24 months.
	g)	On October 25, 2006, the Company issued 600,000 units at a price of $1.25 per unit for gross proceeds of $750,000. Each unit consists of one post split common share and one share purchase warrant. Each common share purchase warrant is exercisable into one post split common share at a price of $1.75 per share for a period of 36 months.
	h)	On January 10, 2007, the Company accepted stock subscriptions for 248,756 units at a price of $2.01 per unit for cash proceeds of $500,000. Each unit consists of one post split common share and one share purchase warrant. Each common share purchase warrant is exercisable into one post split common share at a price of $3.015 per share for a period of 36 months.
	i)	On January 15, 2007, the Company issued 5,000,000 restricted shares of common stock to the President of the Company at a fair value of $1.89 per share. The shares are held in escrow by the Company and 250,000 shares are released at the end of each three-month period immediately following the effective date of the employment agreement dated October 1, 2006. During the year ended April 30, 2007, 500,000 shares with a fair value of $945,000 were released from escrow and charged to consulting. During the nine month period ended January 31, 2008, 750,000 shares with a fair value of $1,417,500 were released from escrow and charged to consulting. Refer to Note 6(a).
	j)	On January 25, 2007, the Company accepted stock subscriptions for 243,902 units at a price of $2.05 per unit for cash proceeds of $500,000. Each unit consists of one post split common share and one share purchase warrant. Each common share purchase warrant is exercisable into one post split common share at a price of $3.075 per share for a period of 36 months.
	k)	On April 30, 2007, the Company accepted stock subscriptions for 495,050 units at a price of $1.01 per unit for cash proceeds of $500,000. Each unit consists of one post split common share and one share purchase warrant. Each common share purchase warrant is exercisable into one post split common share at a price of $1.515 per share for a period of 36 months.
	l)	On May 24, 2007, the Company entered into an agreement to appoint an individual as a member of the Company’s Advisory Board. The Individual agreed to provide advisory services to the Company for an indefinite period, or until terminated by either party, in consideration for 37,500 restricted shares of common stock at the end of every financial quarter of the Company in which the individual serves as a member of the Company’s Advisory Board. During the nine month period ended January 31, 2008, the Company recognized $104,366 of consulting fees and the amount is included in common stock subscribed.
	m)	On June 1, 2007, the Company entered into an agreement to appoint an individual as a member of the Company’s Advisory Board. The Individual agreed to provide advisory services to the Company for an indefinite period, or until terminated by either party, in consideration for 37,500 restricted shares of common stock at the end of every financial quarter of the Company in which the individual serves as a member of the Company’s Advisory Board. During the nine month period ended January 31, 2008, the Company recognized $95,000 of consulting fees and the amount is included in common stock subscribed.
	n)	On July 2, 2007, the Company issued 961,538 units at a deemed price of $0.52 per unit in consideration for $500,000 pursuant to the share issuance agreement described in Note 6(c). Each unit consists of one common share and one share purchase warrant. Each whole warrant is exercisable within three years of the date of issuance at a price of $0.78 per share.
	o)	On July 16, 2007, the Company issued 1,785,714 units at a deemed price of $0.56 per unit in consideration for $1,000,000 pursuant to the share issuance agreement described in Note 6(c). Each unit consists of one common share and one share purchase warrant. Each whole warrant is exercisable within three years of the date of issuance at a price of $0.835 per share.

F-10

Century Petroleum Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(unaudited)

3.	Stockholders’ Equity (continued)
	p)	On October 12, 2007, the Company issued 961,538 units at a deemed price of $0.52 per unit in consideration for $500,000 pursuant to the share issuance agreement described in Note 6(c). Each unit consists of one common share and one share purchase warrant. Each whole warrant is exercisable within three years of the date of issuance and are exercisable at a price of $0.78 per share.
	q)	On October 22, 2007, the Company issued 757,576 units at a deemed price of $0.66 per unit in consideration for $500,000 pursuant to the share issuance agreement described in Note 6(c). Each unit consists of one common share and one share purchase warrant. Each whole warrant is exercisable within three years of the date of issuance at a price of $0.99 per share.
4.	Warrants
	A summary of the changes in the Company’s share purchase warrants is presented below:

	January 31, 2008		April 30, 2007
		Weighted Average		Weighted Average
		Exercise		Exercise
	Number	Price	Number	Price
Balance, beginning of year	6,622,705	1.64	–	–
Issued	4,466,366	0.84	6,622,705	1.64
Exercised	–	–	–	–
Forfeited / Expired	–	–	–	–
Balance, end of period	11,089,071	1.32	6,622,705	1.64

5.	Related Party Transactions
	a)	During the fiscal year ended April 30, 2006, the former President of the Company advanced $2,000 to the Company. At January 31, 2008, a balance of $100 is due to a related party for expense reimbursement and is non-interest bearing, unsecured and has no specific terms of repayment.
	b)	During the nine month period ended January 31, 2008, the Company paid $100,000 for consulting services provided by the former President of the Company.
	c)	During the nine month period ended January 31, 2008, the Company paid $114,000 for services provided by the President of the Company.
	d)	Refer to Notes 6(a), (d) and (e).
6.	Commitments
	a)	On October 1, 2006 (the “effective date”), the Company hired an employee for the position of President and CEO. The contract is for a period of twelve months, and is renewable. On January 11, 2007, the contract was amended to increase the remuneration from $10,000 per month to $11,000 per month, and to increase the number of common shares to be issued from 3,000,000 shares to 5,000,000 shares of common stock. The shares are to be held in escrow by the Company and will vest and be earned as follows: 250,000 shares at the end of each three-month period immediately following the effective date. The shares have an aggregate fair value of $9,450,000. During the fiscal year ended April 30, 2007, 500,000 shares with a fair value of $945,000 were released from escrow and charged to consulting, and an additional $157,500 of stock-based compensation was accrued and charged to consulting. For the nine month period ended January 31, 2008, 750,000 shares with a fair value of $1,417,500 were released from escrow and charged to consulting. On January 1, 2008, the contract was further amended to increase the employee’s remuneration to $15,000 per month.
	b)	On October 10, 2006, the Company signed an agreement to rent office space in Houston, Texas beginning November 1, 2006 for a period of 12 months at $800 per month. On November 1, 2007, the Company renewed the office rent for a period of 6 months at $1,029 per month.

F-11

Century Petroleum Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(unaudited)

6. Commitments (continued)

c)	On December 15, 2006, the Company entered into a share issuance agreement for share subscriptions up to $5,000,000. The subscriber shall make available to the Company by way of advances up to $5,000,000 until December 15, 2009. Upon receipt of the advances, the Company shall issue units of the Company at a price equal to 75% of volume weighted average closing price of the Company (ticket symbol “CYPE.OB”) during the 10 previous trading days according to Yahoo! Finance at http://finance.yahoo.com. Each unit consists of one common share of the Company and one share purchase warrant. Each whole warrant may be exercised within three years of the date of issuance to the purchaser at a price equal to 150% of subscription price. During the fiscal year ended April 30, 2007, the Company received cash proceeds of $1,500,000 and issued 987,708 units. During the nine month period ended January 31, 2008, the Company received cash proceeds of $2,500,000 and issued 4,466,366 units.
d)	On May 24, 2007, the Company entered into an agreement to appoint an individual as a member of the Company’s Advisory Board. The Individual agreed to provide advisory services to the Company for an indefinite period, or until terminated by either party, in consideration for 37,500 restricted shares of common stock at the end of every financial quarter of the Company in which the individual serves as a member of the Company’s Advisory Board. During the nine month period ended January 31, 2008, the Company recognized $104,366 of consulting fees and the amount is included in common stock subscribed.
e)	On June 1, 2007, the Company entered into an agreement to appoint an individual as a member of the Company’s Advisory Board. The Individual agreed to provide advisory services to the Company for an indefinite period, or until terminated by either party, in consideration for 37,500 restricted shares of common stock at the end of every financial quarter of the Company in which the individual serves as a member of the Company’s Advisory Board. During the nine month period ended January 31, 2008, the Company recognized $95,000 of consulting fees and the amount is included in common stock subscribed.

7. Going Concern

As reflected in the accompanying financial statements, the Company is in the Exploration stage with no operations, has a deficit accumulated during the exploration stage of $4,144,735 from inception and used cash from Operations of $530,407 for the nine month period ended January 31, 2008. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

F-12

Item 2. Management’s Discussion and Analysis and Plan of Operation.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. Statements containing terms like "believes", "does not believe", "plans", "expects", "intends", "estimates", "anticipates", and other phrases of similar meaning are considered to imply uncertainty and are 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 and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all references to “common shares” refer to the common shares in our capital stock and the terms “we”, “us”, “our” and “Century” mean Century Petroleum Corp.

Corporate History

We were incorporated in the State of Nevada on December 13, 2004 under the name SOM Resources Inc. On August 9, 2006, we changed our name to Century Petroleum Corp. and effected a seven (7) for one (1) forward stock split of our authorized and outstanding common stock. As a result, our authorized capital increased from 69,000,000 shares of common stock with a par value of $0.001 and 1,000,000 shares of preferred stock with a par value of $0.001 to 483,000,000 shares of common stock with a par value of $0.001 and 7,000,000 shares of preferred stock with a par value of $0.001.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Our common stock is listed for quotation on the OTC Bulletin Board under the symbol “CYPE”.

Our principal executive offices are located at 9595 Six Pines, Building 8, Level 2, Suite 8210, The Woodlands, Texas 77380. Our telephone number is 832.631.6061. We do not have any subsidiaries.

Our Current Business

We are an exploration stage company. We are engaged in the acquisition and exploration of oil and gas properties with a view to exploiting any oil and gas reserves we discover. We intend to focus our efforts on our current property interests for the next twelve months.

On June 15, 2006, we acquired a 100% working interest and 75% net revenue interest in certain oil and gas properties, located in Beauregard Parish, Louisiana, from Site Drilling Force Limited (BVI). To date, we have only conducted preliminary geological and geophysical studies on the Beauregard Parish leases. At the close of the quarter ended January 31, 2008, we had spent $2,071,200.92 on the acquisition of these leases, lease renewals and geological studies.

On November 1, 2006, we entered into an agreement whereby we acquired from Kossic Oil & Gas LP, a 4%

4

working interest in the Thunder Stud Prospect, located in southern Louisiana. On October 25, 2007 we increased our working interest in certain geologic objectives of well No. 1 to 5.44% . Drilling on the property began in late January 2007 and operations are being carried out by Sterling Energy plc. Target depth for well No. 1 was reached in May 2007 and petrophysical analysis suggests that multiple pay horizons were encountered. Testing operations of Well No. 1 were carried out in two intervals of the Yegua formation. One of these intervals was deemed to be noncommercial, whilst the other interval flowed oil and gas at a gross rate of 1,057 MCFD and 456BOPD. Working interest partners are expected to drill Thunder Stud #2 confirmation well in 2008. The second well will target a geologic structure interpreted to be up-dip of the existing well control. At the close of the quarter ended January 31, 2008, we had spent $1,340,164.77 on the acquisition of the project, lease renewals, drilling, completion and testing costs for this well.

On February 16, 2007, we entered into a letter of intent with Houston Energy, Inc. and Red Willow Offshore, LLC. wherein we agreed to purchase an undivided 8.92353% before casing point and 7.585% after casing point interest on the Shadyside Prospect located in St. Mary Parish, Louisiana. The final participation agreement and joint operating agreement for the prospect were signed in May 2007 and drilling operations started in July 2007. Target depth was reached in September 2007. At this time, we increased our working interest after casing point to 15.17% . On December 2007, a production test was successfully completed and on January 7, 2008, hydrocarbons production started. At the close of the quarter ended January 31, 2008, we had spent $1,222,066.91 on the acquisition of the project, lease renewals, drilling, completion, testing and development costs for this well. In September 2007, Neumin Production Company replaced Red Willow Offshore LLC as the operator of this well.

On May 8, 2007, we entered into a letter of intent with CTC Minerals, Inc. wherein we agreed to purchase a 10% interest in the Alligator Bayou Prospect located in Matagorda and Brazoria Counties, Texas. On July 12, 2007 we entered into a final purchase and sale agreement with CTC Minerals. At the close of the quarter ended January 31, 2008, we had spent $1,126,259.13 on the acquisition of the project, lease rentals and geological studies related to this prospect.

Our plan of operation is to conduct exploration work on our properties and prospects in order to ascertain whether they possess economic quantities hydrocarbons in accordance with available funds. There can be no assurance that an economic hydrocarbon reserve exists on any of our prospects until appropriate exploration work is completed.

Oil and gas exploration is typically conducted in phases. Each subsequent phase of exploration work is recommended by a geologist based on the results from the most recent phase of exploration. We have only recently commenced the initial phase of exploration on some of our prospects. Once we have completed each phase of exploration, we will make a decision as to whether or not we proceed with each successive phase based upon the analysis of the results of that program. Even if we complete our proposed exploration programs on our properties, and we are successful in identifying an oil and gas deposit or reserve, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable oil and gas deposit or reserve.

There is no assurance that commercially viable oil and gas deposits or reserves exist on any of our properties; further exploration is required before we can evaluate whether any exist and, if so, whether it would be economically and legally feasible to develop or exploit those resources. Please refer to the section entitled “Risk Factors”, beginning at page 11 of this quarterly report on Form 10-QSB, for additional information about the risks of resource exploration.

On December 15, 2006 we entered into a share issuance agreement with E&P Investments GmbH wherein E&P Investments has agreed to advance up to $5,000,000 to our company. Each advance shall be in an aggregate of not less than $500,000 and in integral multiples of $500,000. In consideration for the advances, we agreed to issue to E&P Investments units of our company, each unit consisting of one share and one share purchase warrant. Each warrant shall entitle E&P Investments to purchase one additional share at an exercise price equal to 150% of the unit price at which the unit containing the warrant being exercised was issued, for a period of three years from the date such warrant is issued. The following advances have been made pursuant to our agreement with E&P Investments:

5

Date of Advance Request	Amount Advanced	Shares Issued		Warrants Issued
		Shares	Price	Warrants	Price	Expiry
10 January 2007	$500,000	248,756	2.01	248,756	3.015	10 January 2010
25 January 2007	$500,000	243,902	2.05	243,902	3.075	25 January 2010
23 April 2007	$500,000	495,050	1.01	495,050	1.510	23 April 2010
02 July 2007	$500,000	961,538	0.52	961,538	0.780	02 July 2010
16 July 2007	$1,000,000	1,785,714	0.56	1,785,714	0.835	16 July 2010
14 September 2007	$500,000	961,538	0.52	961,538	0.78	10 October 2010
22 October 2007	$500,000	757,576	0.66	757,576	0.99	22 October 2010

Employees

As of January 31, 2008, we had no employees other than our directors and officers.

We engage directors and contractors from time to time to supply work on specific corporate business and exploration programs.

On October 1, 2006, we entered into an agreement with Mr. Hersch, our president and chief executive officer, wherein we have agreed to pay Mr. Hersch a monthly fee of US$10,000 and we have agreed to issue to Mr. Hersch 3,000,000 restricted shares of common stock issuable on October 1, 2006. On January 11, 2007, we entered into an amendment agreement with Mr. Hersch. Under the amendment agreement, we have agreed to pay Mr. Hersch a monthly fee of US$11,000 and we have agreed to issue 5,000,000 restricted shares of common stock issuable on October 1, 2006. The shares shall be held in escrow and 250,000 shares shall vest at the end of each three-month period immediately following October 1, 2006. As of January 31, 2008, all of the 5,000,000 shares have been issued, 1,250,000 of these shares have been delivered to Mr. Hersch pursuant to the amendment agreement and the remaining shares are being held in escrow. From January 1, 2008, we agreed to increase Mr. Hersch’s compensation to $15,000 per month.

On May 24, 2007, we entered into an agreement to appoint Michael Cochran as a member of our advisory team. Mr. Cochran agreed to provide advisory services to our company for an indefinite period, or until terminated by either party, in consideration for 37,500 restricted shares of common stock at the end of every financial quarter in which he serves as a member of our company’s advisory team.

On June 1, 2007, we entered into an agreement to appoint an John Seitz as a member of our company’s advisory team. Mr. Seitz agreed to provide advisory services to our company for an indefinite period, or until terminated by either party, in consideration for 37,500 restricted shares of common stock at the end of every financial quarter in which he serves as a member of our company’s advisory team.

Consultants are retained on the basis of ability and experience. Except as set forth above, there is no preliminary agreement or understanding existing or under contemplation by us (or any person acting on our behalf) concerning any aspect of our operations pursuant to which any person would be hired, compensated or paid a finder’s fee.

Competition

The oil and gas industry is intensely competitive. Despite competition amongst oil and gas producers, there is a strong market for any oil or gas that may be removed from our properties. While it is unlikely that we will discover a reserve on our properties, if we do, the value of such properties will be influenced by the market price for hydrocarbons. These prices, to some degree, are influenced by the amount of oil and/or gas sold by advanced oil and gas companies.

In the oil and gas exploration sector, our competitive position is insignificant. There are numerous oil and gas exploration companies with substantially more capital and resources that are able to secure ownership of oil and gas properties with a greater potential to host economic reserves. We are not able to compete with such companies. Instead, we will focus on developing our current portfolio of prospects in the hope that sufficient oil and gas will be

6

found to justify our expenditures.

Compliance with Government Regulation

We are committed to complying and, to our knowledge, are in compliance with all governmental and environmental regulations. Permits from a variety of regulatory authorities are required for many aspects of mining and drilling operations and reclamation. We do not currently own or operate any mines nor operate any wells and are not required to comply with the requirements of these regulatory authorities. We cannot predict the extent to which these requirements will affect our company or our property if we identify the existence of resources in commercially exploitable quantities. In addition, future legislation and regulation could cause additional expense, capital expenditures, restrictions, and delays in the exploration of our property.

We are prepared to engage professionals, if necessary, to ensure regulatory compliance but in the near term expect our activities to require minimal regulatory oversight. If we expand the scope of our activities in the future it is reasonable to expect expenditures on compliance to rise.

Plan of Operations

We have a history of losses and no revenues from operations. Our capital needs have historically been met by the issuance of securities (either through private placements, the exercise of stock options, shares for debt, property or other assets) or shareholder loans.

For the next twelve months we intend to carry out a program of exploration and maintain our status with respect to our properties. The Thunder Stud and Shadyside Prospects have reached target depth and final evaluation is pending. The Alligator and El Grande prospects are expected to be drilled on the first half of calendar year 2008.

Purchase of Significant Equipment

We do not anticipate any further purchase or sale of any plant or significant equipment during the next twelve-month period.

Personnel Plan

We do not anticipate any significant changes in the number of employees during the next twelve-month period.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Financial Condition, Liquidity and Capital Resources

Our principal capital resources have been obtained through the issuance of common stock, although we may use shareholder loans, advances from related parties, or borrowing in the future.

At January 31, 2008, we had working capital of $79,243, compared to working capital of $722,494 as at January 31, 2007.

At January 31, 2008, our total current assets were $418,915 which consisted of cash of $262,656 and prepaid expenses and other current assets of $156,259 compared to current assets of $893,090 as at January 31, 2007.

At January 31, 2008, our total current liabilities were $339,672 compared to total current liabilities of $170,596 as at January 31, 2007.

7

At January 31, 2008, we had cash on hand of $262,656 compared to $890,993 as at January 31, 2007.

Three months ended January 31, 2008 compared to three months ended January 31, 2007

Operating expenses for the three months ended January 31, 2008 were $736,139 compared to $637,757 as at January 31, 2007, an increase of $98,382. The principal components for the increase of our operating expenses for the three months ended January 31, 2008 compared to the three months ended January 31, 2007 were increases of $119,983 in consulting expenses which were partially offset by decreases of $13,000 in general and administrative expenses and $8,601 in professional fees.

Nine months ended January 31, 2008 compared to Nine months ended January 31, 2007

Operating expenses for the nine months ended January 31, 2008 were $2,086,008 compared to $1,429,364 as at January 31, 2007, an increase of $656,644. The principal components for the increase of our operating expenses for the nine months ended January 31, 2008 compared to the nine months ended January 31, 2007 were increases of $1,084,866 in consulting expenses and $110,426 in general and administrative expenses, which were partially offset by decreases of $528,756 on impairment of oil and gas properties and $9,892 in professional fees.

Cash Requirements

For the next twelve months we intend to focus primarily on a program of exploration on the Thunder Stud, Shadyside and Alligator Bayou prospects. These endeavors will cost approximately $2,000,000.

We also intend to develop exploration programs for our other properties. To initiate exploration activities on our other properties, we will be required to raise substantial additional funding. While we have arranged for advances of up to $5,000,000 from E&P Investments GmbH by way of a share issuance agreement entered into on December 15, 2006, there can be no assurances that we will receive any additional funds from E&P Investments. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock or the issuance of convertible debt securities. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or issuance of debt securities to fund these exploration efforts.

As of January 31, 2008, we had working capital of $79,243. We have no income from operations but expect to receive income during the last quarter of our financial year ended 30 April, 2008. We will require additional funds to implement our plans. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We will also need more funds if the costs of the exploration of our oil, gas and mineral claims are greater than we have anticipated. We will also require additional financing to sustain our business operations if we are not successful in earning revenues. We currently do not have any arrangements for further financing, other than as previously described above with E&P Investments, and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain financing.

Going Concern

Due to our being an exploration stage company and not having generated revenues, in the Notes to our financial statements for the year ended April 30, 2007, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.

We have historically incurred losses, and through January 31, 2008 have incurred losses of $4,144,735 from our inception. Because of these historical losses, we will require additional working capital to develop our business operations. We intend to raise additional working capital through private placements, bank financing and/or advances from related parties or shareholder loans.

The continuation of our business is dependent upon obtaining further financing and achieving a break even or profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current or future stockholders. Obtaining commercial loans, assuming those loans would

8

be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placements, and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available we may not increase our operations. While we have arranged for advances of up to $5,000,000 from E&P Investments GmbH by way of a share issuance agreement entered into on December 15, 2006, and while we have received advances of $4,000,000 from the date of the share issuance agreement to January 31, 2008, there can be no assurances that we will receive any further funds from E&P Investments.

These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Application Of Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles 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 financial statements is critical to an understanding of our financials.

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

We utilize the full-cost method of accounting for petroleum and natural gas properties. Under this method, we capitalize all costs associated with acquisition, exploration and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling of productive and non-productive wells into the full cost pool on a country by country basis. As of January 31, 2008, one of our properties has unproven reserves. When we obtain proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such determination is made we assess annually whether impairment has occurred, and includes in the amortization base drilling exploratory dry holes associated with unproved properties.

Once we have evaluated our properties as proven, the costs are transferred to the full cost pool. We will then apply a ceiling test to the capitalized cost in the full cost pool. The ceiling test limits such cost to the estimated present value, using a ten percent discount rate, of the future net revenue from proved reserves, based on current economic and operating conditions. Specifically, we compute the ceiling test so that capitalized cost, less accumulated depletion and related deferred income tax, do not exceed an amount (the ceiling) equal to the sum of: (A) The present value of estimated future net revenue computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current cost) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus (B) the cost of property not being amortized; plus (C) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less (D) income tax effects related to differences between the book and tax basis of the property.

9

For unproven properties, we exclude from capitalized costs subject to depletion, all costs directly associated with the acquisition and evaluation of the unproved property until it is determined whether or not proved reserves can be assigned to the property. Until such a determination is made, we assess the property at least annually to ascertain whether impairment has occurred. In assessing impairment we consider factors such as historical experience and other data such as primary lease terms of the property, average holding periods of unproved property, and geographic and geologic data. We add the amount of impairment assessed to the cost to be amortized subject to the ceiling test. As at January 31, 2008, we had no properties with proven reserves.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on our company's future reported financial position or results of operations.

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on our company's financial statements.

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on our company’s financial statements.

RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other “forward-looking statements”. Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

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Such estimates, projections or other “forward-looking statements” involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward-looking statements”. In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

Risks Associated With Our Business

We are an early stage exploration company with a limited operating history implementing a new business plan. If we are unable to successfully implement our business plan, our shareholders may lose some or all of their investment.

We are an early stage exploration company with only a limited operating history upon which to base an evaluation of our current business and future prospects, and we have just begun to implement our business plan, having started in the oil and gas exploration and development industry in June of 2006. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. If we cannot successfully implement our business plan and we are not able to operate profitably, you could lose some or all of your investment in our company.

The oil and natural gas industry is highly competitive and there is no assurance that we will be successful in acquiring leases.

The oil and natural gas industry is intensely competitive. Although we do not compete with other oil and gas companies for the sale of any oil and gas that we may produce, as there is sufficient demand in the world market for these products, we compete with numerous individuals and companies, including many major oil and natural gas companies which have substantially greater technical, financial and operational resources and staff, for desirable oil and natural gas leases, suitable properties for drilling operations and necessary drilling equipment, as well as for access to funds. If we cannot identify and acquire a property before it is identified and acquired by our competition or if, when we go to explore or develop a property we find that the investment community prefers to invest in properties owned by others with whom we compete, our business could fail.

There can be no assurance that we will identify and acquire additional oil and natural gas exploration properties. Even if we do acquire one or more of such properties, there can be no assurance that we will discover oil or natural gas in any commercial quantity thereon.

Exploration for economic reserves of oil and natural gas is subject to a number of risks. Even if we are able to acquire an oil and natural gas exploration property, few properties that are explored are ultimately developed into producing oil and/or natural gas wells. If we cannot acquire one or more oil and natural gas exploration properties and discover oil or natural gas in any commercial quantity thereon, our business will fail.

Even if we acquire an oil and natural gas exploration property and establish that it contains oil or natural gas in commercially exploitable quantities, the potential profitability of oil and natural gas ventures depends upon factors beyond the control of our company.

The potential profitability of oil and natural gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and natural gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls or any combination of these and other factors, and respond to changes in domestic, international, political, social and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. In addition, adverse weather conditions can hinder drilling operations. These changes and events may materially affect our future financial performance. These factors cannot be accurately predicted and the combination of these factors may result in our company not receiving an adequate return on invested capital.

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In addition, a productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or natural gas from the well. Production from any well may be unmarketable if it is impregnated with water or other deleterious substances. Also, the marketability of oil and natural gas which may be acquired or discovered will be affected by numerous related factors, including the proximity and capacity of oil and natural gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection, all of which could result in greater expenses than revenue generated by the well.

The marketability of natural resources will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.

The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and natural gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and natural gas and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

Oil and natural gas operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.

Oil and natural gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and natural gas operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages. To date, we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in the future and this may affect our ability to expand or maintain our operations.

Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.

Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour natural gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labor, and other risks are involved. We may become subject to liability for pollution or hazards against which it cannot adequately insure or which it may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.

We have not yet established any reserves and resources and we cannot assure you that we will ever establish any reserve or resource on the properties subject to our farm-out agreements.

There are numerous uncertainties inherent in estimating quantities of oil and natural gas resources, including many factors beyond our control, and no assurance can be given that the recovery of oil and natural gas resources will be realized. In general, estimates of recoverable oil and natural gas resources are based upon a number of factors and assumptions made as of the date on which the resource estimates were determined, such as geological and engineering estimates which have inherent uncertainties and the assumed effects of regulation by governmental agencies and estimates of future commodity prices and operating costs, all of which may vary considerably from actual results. All such estimates are, to some degree, uncertain and classifications of oil and natural gas resources are only attempts to define the degree of uncertainty involved. For these reasons, estimates of the recoverable oil

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and natural gas resources, the classification of oil and natural gas resources based on risk of recovery, prepared by different engineers or by the same engineers at different times, may vary substantially. No estimates of commerciality or recoverable oil and natural gas resources can be made at this time, if ever.

Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.

The business of oil and natural gas exploration and development is subject to substantial regulation under various countries laws relating to the exploration for, and the development, upgrading, marketing, pricing, taxation, and transportation of oil and natural gas and related products and other matters. Amendments to current laws and regulations governing operations and activities of oil and natural gas exploration and development operations could have a material adverse impact on our business. In addition, there can be no assurance that income tax laws, royalty regulations and government incentive programs related to the properties subject to our farm-out agreements and the oil and natural gas industry generally will not be changed in a manner which may adversely affect our progress and cause delays, inability to explore and develop or abandonment of these interests.

Permits, leases, licenses, and approvals are required from a variety of regulatory authorities at various stages of exploration and development. There can be no assurance that the various government permits, leases, licenses and approvals sought will be granted in respect of our activities or, if granted, will not be cancelled or will be renewed upon expiry. There is no assurance that such permits, leases, licenses, and approvals will not contain terms and provisions which may adversely affect our exploration and development activities.

If we do not obtain additional financing, our business will fail and our investors could lose their investment.

We had cash in the amount of $262,656 and working capital of $79,243 as at January 31, 2008. We have no income from operations but expect to receive income during the last quarter of our financial year ended 30 April, 2008. Our business plan calls for substantial investment and cost in connection with the acquisition and exploration of our properties currently under lease and option. Any direct acquisition of the claim under lease or option is subject to our ability to obtain the financing necessary for us to fund and carry out exploration programs on the properties. The requirements are substantial. While we have arranged for advances of up to $5,000,000 from E&P Investments GmbH by way of a share issuance agreement entered into on December 15, 2006, and while we have received advances for $4,000,000 from the date of the share issuance agreement to January 31, 2008, there can be no assurances that we will receive any further funds from E&P Investments. Obtaining additional financing would be subject to a number of factors, including market prices for resources, investor acceptance of our properties and investor sentiment. These factors may negatively affect the timing, amount, terms or conditions of any additional financing available to us. The most likely source of future funds presently available to us is through the sale of equity capital and loans. Any sale of share capital will result in dilution to existing shareholders.

Because there is no assurance that we will generate revenues, we face a high risk of business failure.

We have not earned any revenues as of the date of this annual report and have never been profitable. We do not have an interest in any revenue generating properties. We were incorporated in December 2004 and to date have been involved primarily in organizational activities and limited exploration activities. Before we are able to generate revenue, we will incur substantial operating and exploration expenditures. We therefore expect to incur significant losses into the foreseeable future. We have limited operating history upon which an evaluation of our future success or failure can be made. Our net loss from inception to January 31, 2008 is $4,144,735. We recognize that if we are unable to generate significant revenues from our activities, we will not be able to earn profits or continue operations. We cannot guarantee that we will be successful in raising capital to fund these operating losses or generate revenues in the future. We can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail and our investors could lose their investment.

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If we are unable to hire and retain key personnel, we may not be able to implement our business plan.

Our success is largely dependent on our ability to hire highly qualified personnel. This is particularly true in highly technical businesses such as resource exploration. These individuals are in high demand and we may not be able to attract the personnel we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. Failure to hire key personnel when needed, or on acceptable terms, would have a significant negative effect on our business.

Our independent certified public accounting firm, in the Notes to the audited financial statements for the year ended April 30, 2007 states that there is a substantial doubt that we will be able to continue as a going concern.

Our independent certified public accounting firm, Webb & Company P.A., has stated in the Notes to the audited financial statements for the year ended April 30, 2007 that we have experienced significant losses since inception. Failure to arrange adequate financing on acceptable terms and to achieve profitability would have an adverse effect on our financial position, results of operations, cash flows and prospects. Accordingly, there is substantial doubt that we will be able to continue as a going concern.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of the shares.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and the NASD’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

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In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of the risk factors before making an investment decision with respect to our common stock.

Item 3. Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at January 31, 2008, which is the end of the period covered by this report. This evaluation was carried out by our principal executive officer and our principal financial officer. Based on this evaluation, our principal executive officer and our principal financial officer have concluded that the design and operation of our disclosure controls and procedures are effective as at the end of the period covered by this report. There were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting in our most recent fiscal quarter.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal 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 and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

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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
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation (incorporated by reference from our Form SB-2 Registration Statement, filed on July 8, 2005).
3.2	Bylaws (incorporated by reference from our Form SB-2 Registration Statement, filed on July 8, 2005).
(10)	Material Contracts
10.1	Purchase and Sale Agreement dated April 10, 2005 between our company and Multi Metal Mining Corp. (incorporated by reference from our Form SB-2 Registration Statement, filed on July 8, 2005).
10.2	Asset Purchase Agreement dated June 15, 2006 between our company and Site Drilling Force Limited (BVI) (incorporated by reference from our Current Report on Form 8-K, filed on June 20, 2006).
10.3	Assignment dated August 10, 2006 (incorporated by reference from our Current Report on Form 8-K, filed on August 17, 2006).
10.4	Executive Employment Agreement with James B. Hersch (incorporated by reference from our Current Report on Form 8-K, filed on October 5, 2006).
10.5	Amendment Agreement with James B. Hersch (incorporated by reference from our Current Report on Form 8-K, filed on January 17, 2007).
10.6	Share Issuance Agreement dated the 15th day of December 2006 (incorporated by reference from our Current Report on Form 8-K, filed on December 19, 2006).
10.7	Letter of Intent with Houston Energy, Inc. and Red Willow Offshore, LLC dated February 16, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on February 26, 2007).
10.8	Purchase and sale agreement with CTC Minerals, Inc. (incorporated by reference from our Current Report on Form 8-K, filed on July 25, 2007).

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(31)	302 Certification
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of James B. Hersch.
31.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Johannes T. Petersen.
(32)	906 Certification
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of James B. Hersch.
32.2*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Johannes T. Petersen.

* filed herewith

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CENTURY PETROLEUM CORP.

By:	/s/ James B. Hersch
James B. Hersch
President
Principal Executive Officer
Date: March 24, 2008.
By:	/s/ Johannes T. Petersen
Johannes T. Petersen
Chief Financial Officer and Secretary
Principal Accounting Officer, Principal Financial Officer
Date: March 24, 2008.

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