September 21, 2005

Mr. Thornton Donaldson
President
Canwest Petroleum Corp.
206-475 Howe Street
Vancouver, British Columbia V6C 2B3 Canada

Re:	Canwest Petroleum Corp.
		Registration Statement on Form SB-2
      Filed August 23, 2005
	File No. 333-127777

Dear Mr. Donaldson:

      We have limited our review of the above filings to only the
areas upon which we have issued comments.  Where indicated, we
think
you should revise your documents in response to these comments.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form SB-2

General

1. You indicate that the opinion of counsel will be filed by
amendment.  Please note that we will need time to review this
document.  We may have additional comments.

Registration Fee Table

2. We note in footnote 1 that in addition to the shares set forth
in
the table, the amount to be registered includes an indeterminate
number of shares issuable upon conversion of the convertible notes
and
exercise of the warrants, as such number may be adjusted as a
result
of stock splits, stock dividends and similar transactions in
accordance with Rule 416.  Please confirm that you will register
additional shares if the current amount is insufficient upon
conversion of the notes.
Canwest Petroleum Corporation, page ii
3. With a view towards possible disclosure, please advise of the
following:
* The conversion price at which the monthly payments would be made
in
shares;
* Clarify whether the note holders will be able to convert the
full
balance of the notes they hold if the company elects to make the
monthly payment in shares;
* Whether any of the first three monthly payments have been
deferred.
We note that the convertible note was issued in June for a
principal
amount of $2 million and that the balance is now $1,669,444. and
* The due date of the convertible note.

4. Given that the prospectus is for resale of the shares issuable
underlying the convertible note, but not the convertible note
itself,
it does not appear that the detailed disclosure of the convertible
note is required on the Cover Page pursuant to Item 501(b) of
Regulation S-B.  That information would appear to be more
appropriately addressed in the Summary.  Please remove that
disclosure
or advise us as to why you feel it is necessary.
Selling Stockholders, page 35
5. Clarify whether any of the selling shareholders are registered
broker-dealers or affiliates of a registered broker-dealer.  If a
registered broker-dealer, please identify the selling shareholder
as
an underwriter unless the securities you are registering on its
behalf
compensated the shareholder for investment banking services.  If
any
selling shareholder is an affiliate of a registered broker-dealer,
please confirm to us that the shareholder purchased the securities
you
are registering on its behalf in the ordinary course of business,
and
that at the time of the purchase of the securities to be resold,
the
shareholder had no agreements or understandings, directly or
indirectly, with any party to distribute the securities.
Otherwise,
identify the selling shareholder as an underwriter.  We may have
additional comments.

Closing Comments

      As appropriate, please amend the above filings in response
to
these comments.  You may wish to provide us with a marked copy of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please Jason Wynn at (202) 551-3756 or me at (202) 551-3740
with
any questions.  Direct all correspondence to the following ZIP
code:
20549-7010.

									Sincerely,


									H. Roger Schwall
									Assistant Director


      cc:  J. Wynn

            via facsimile
      Theresa M. Mehringer, Esq.
            Burns, Figa & Will, P.C.
            (303) 796-2777
??

??

??

??

Mr. Thornton Donaldson
Canwest Petroleum Corp.
September 21, 2005
page 1



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

         DIVISION OF
CORPORATION FINANCE
         MAIL STOP 7010