CORPORATE AND SECURITIES LAWYERS
| Suite 1210, 777 Hornby Street | Telephone: (604) 689-1022 |
| Vancouver, B.C. | Facsimile: (604) 681-4760 |
| V6Z 1S4 CANADA | Email: info@wlmlaw.ca |
| Email: wmacdonald@wlmlaw.ca | |
| Email: svirani@wlmlaw.ca | |
| Email: lkowan@wlmlaw.ca |
| Reply Attention of | William Macdonald |
| Direct Tel. | 604.648-1670 |
| EMail Address | wmacdonald@wlmlaw.ca |
| Our File No. | 31266-0001 / W0009111 |
November 20, 2008
VIA EDGAR
Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549-7410
| Attention: | Jennifer O’Brien |
| Division of Corporate Finance |
Dear Sirs:
| Re: | Century Petroleum Corp. (the “Company”) | |
| Form 10-KSBfor Fiscal Year Ended April 30, 2007, As Amended | ||
| Filed June 23,2008 | ||
| Form 10-QSBfor Fiscal Quarter Ended January 31, 2008 | ||
| Filed March 24, 2008 | ||
| Your File No. 333-126490 |
We are the solicitors for the Company. We refer to your letter of August 7, 2008 addressed to the Company with your comments on the Company's Form 10-KSB, filed July 30, 2007 and Form 10-QSB for fiscal quarter ended January 31, 2008, filed March 24, 2008. For your ease of reference, our responses to your comments are numbered in a corresponding manner:
Form 10-KSB for the Fiscal Year Ended April 30, 2007
General
| 1. | Your comment in regards to corresponding revisions in related disclosure cited elsewhere in the document and all subsequent Exchange Act reports is noted. |
| 2. | We have analyzed the requirements of Section 12 of the Securities Exchange Act 1934 (the “1934 Act”) and have determined that as of the date of filing the Form 10-KSB and |
| {WLMLAW W0009111.DOC}Macdonald Tuskey is an association of law corporations with lawyers called in |
| the Provinces of British Columbia and Alberta and the States of New York and Washington. |
CORPORATE AND SECURITIES LAWYERS
subsequent amendments, the securities of the Company were not registered under Section 12 of the 1934 Act and have revised the cover page accordingly. | |
| 3. | We have referred to the Supplemental Information requirements and have provided the statement required after the signatures on the amended Form 10-KSB. |
| 4. | We have now revised the Form 10-KSB in response to your comments 5, 6, 7, 10, 11, 12 and 13 of your letter dated February 28, 2008. |
Form 10-QSB for the Fiscal Quarter Ended January 31, 2008
Going Concern
| 5. | We will contact you to set up a conference call to discuss this disclosure. |
Controls and Procedures
| 6. | We have updated the section entitled “Controls and Procedures” to provide the conclusion of both the principal executive officer and the principal financial and principal accounting officer. |
Exhibits 31.1 and 31.2
| 7. | We attach copies of Exhibits 31.1 and 31.2 which have been revised to reflect the requirements of Item 601(b)(31) of Regulation S-K. |
We look forward to the receipt of any further comments which you may have in regard to the Amended Form 10-KSB and Form 10-QSB shortly. Should you have any questions, please do not hesitate to contact the writer.
| Yours truly, | ||
| W.L. MACDONALD LAW CORPORATION | ||
| Per: | /s/ William L. Macdonald | |
| William L. Macdonald | ||
/lk