- Quarterly Report (10-Q)

Share Name	Share Symbol	Market	Type
Century Petroleum Corp (CE)	USOTC:CYPE	OTCMarkets	Common Stock

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

Form 10-Q

(Mark One)

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

For the quarterly period ended October 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 Number 333-126490

CENTURY PETROLEUM CORP.
(Exact name of registrant as specified in its charter)

Nevada	47-0950123
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

9595 Six Pines Drive, Suite 8210, Building 8, Level 2, The Woodlands, TX 77380
(Address of principal executive offices) (Zip Code)

832.631.6061
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.
[ X ] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]	(Do not check if a smaller reporting company)	Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
[ ] YES [ X ] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 71,857,024 common shares issued and outstanding as of December 12, 2008

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim consolidated financial statements for the six month period ended October 31, 2008 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

Century Petroleum Corp.

October 31, 2008

	Index
Balance Sheets	F-1
Statements of Operations	F-2
Statements of Cash Flows	F-3
Notes to the Financial Statements	F-4

F-1

Century Petroleum Corp.

Condensed Balance Sheets

(Expressed in US dollars)

		October 31,			April 30,
		2008			2008
		(unaudited)
ASSETS
Current Assets
Cash	$	21,392		$	128,672
Accounts receivable		7,999			143,152
Prepaid expenses and other current assets		153,169			256,868
Notes receivable		–			490,332
Total Current Assets		182,560			1,019,024
Property and Equipment, net		5,461			7,121
Intangible Assets, net		5,427			8,026
Oil and Gas Interest (full cost method) (Note 2)		4,412,805			4,466,531
Total Assets	$	4,606,253		$	5,500,702

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	369,621		$	333,823
Accounts payable-related party (Note 7(a))		234			100
Accrued liabilities		165,604			217,120
Notes payable – related party		500,000			–
Due to related party (Note 7(a))		2,000			2,000
Total Current Liabilities	$	1,037,459		$	553,043
Asset Retirement Obligation		2,680			2,310
Total Liabilities	$	1,040,139		$	555,353
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
69,857,024 shares issued and outstanding (April 30, 2008 - 69,557,024 shares)		69,857			69,557
Additional Paid-in Capital		17,460,763			17,167,063
Common Stock Subscribed (128,333 shares to be issued)		40,133			272,866
Deferred Compensation		(5,670,000	)		(6,615,000	)
Deficit		(8,334,639	)		(5,949,137	)
Total Stockholders’ Equity		3,566,114			4,945,349
Total Liabilities and Stockholders’ Equity	$	4,606,253		$	5,500,702

(The Accompanying Notes are an Integral Part of These Financial Statements)
F-1

Century Petroleum Corp.

Condensed Statements of Operations

(Expressed in US dollars)

(unaudited)

		For the			For the			For the			For the
		Three Months			Three Months			Six Months			Six Months
		Ended			Ended			Ended			Ended
		October 31,			October 31,			October 31,			October 31,
		2008			2007			2008			2007


Revenue	$	(27,060	)	$	–		$	221,790		$	–

Expenses
Consulting (Note 7(b) and (c))		535,267			582,484			1,156,267			1,172,383
Depletion, accretion and amortization		37,596			1,714			99,017			3,427
Impairment of oil and gas property		372,660			–			1,187,670			–
General and administrative		47,152			60,897			114,441			150,512
Production expenses		10,982			–			20,952			–
Professional fees		22,045			7,946			31,212			23,547
Total Operating Expenses		1,025,702			653,041			2,609,559			1,349,869
Operating Loss		(1,052,762	)		(653,041	)		(2,387,769	)		(1,349,869	)
Other Income (Expenses)
Foreign exchange gain (loss)		507			–			515			(408	)
Interest income		230			1,693			1,752			8,234
Total Other Income (Expenses)		737			1,693			2,267			7,826
Loss Before Income Taxes		(1,052,025	)		(651,348	)		(2,385,502	)		(1,342,043	)
Provision for Income Taxes		–			–			–			–
Net Loss	$	(1,052,025	)	$	(651,348	)	$	(2,385,502	)	$	(1,342,043	)
Net Loss Per Share – Basic and Diluted	$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.02	)

Weighted Average Number of Shares Outstanding		64,742,894			65,137,664			69,857,024			64,707,185

(The Accompanying Notes are an Integral Part of These Financial Statements)
F-2

Century Petroleum Corp.

Condensed Statements of Cash Flows

(Expressed in US dollars)

(unaudited)

		For the			For the
		Six Months			Six Months
		Ended			Ended
		October 31,			October 31,
		2008			2007


Operating Activities
Net loss	$	(2,385,502	)	$	(1,342,043	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion and accretion		99,017			3,427
Impairment loss on oil and gas properties		1,187,670			–
Stock-based compensation		1,006,267			1,046,383
Change in operating assets and liabilities:
Prepaid expenses and deposits		17,520			47,968
Amounts receivable		135,153			–
Accounts payable and accrued liabilities		27,710			(25,957	)
Net Cash Provided by (Used in) Operating Activities		87,835			(270,222	)
Investing Activities
Payments received on note receivable		490,332			–
Purchase of oil and gas interest		(1,185,447	)		(2,789,173	)
Net Cash Provided by (Used in) Investing Activities		(695,115	)		(2,789,173	)
Financing Activities
Notes payable from (Repayment to) related party		500,000			(4,598	)
Proceeds from common stock subscribed		–			2,500,000
Net Cash Provided by Financing Activities		500,000			2,495,402
Decrease in Cash		(107,280	)		(563,993	)
Cash and Cash Equivalents - Beginning of Period		128,672			978,654
Cash and Cash Equivalents - End of Period	$	21,392		$	414,661

Non-Cash Financing Activities
Shares issued for consulting services	$	294,000		$	1,046,383
Supplemental Disclosures
Interest paid	$	––		$	––
Income taxes paid	$	––		$	––

(The Accompanying Notes are an Integral Part of These Financial Statements)
F-3

Century Petroleum Corp.

Notes to the Condensed 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.

	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 the useful life and recoverability of long-lived assets, 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)	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 October 31, 2008, one of the Company’s properties has proven 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-4

Century Petroleum Corp.

Notes to the Condensed Financial Statements

(Expressed in US dollars)

(Unaudited)

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

	e)	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.

	f)	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.

	g)	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.

	h)	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-5

Century Petroleum Corp.

Notes to the Condensed Financial Statements

(Expressed in US dollars)

(Unaudited)

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

	i)	Asset Retirement Obligations

		The Company recognizes a liability for future retirement obligations associated with the Company’s oil and gas properties. The estimated fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted risk-free rate. This liability is capitalized as part of the cost of the related asset and amortized over its useful life. The liability accretes until the Company settles the obligation.

	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 October 31, 2008, the effect of 6,868,027 (2007 – 11,089,071 per Note 6) stock purchase warrants was anti dilutive and not included in the calculation of dilutive net loss.

	l)	Revenue Recognition

		Oil and natural gas revenues are recorded using the sales method whereby the Company recognizes oil and natural gas revenue based on the amount of oil and gas sold to purchasers when title passes, the amount is determinable and collection is reasonably assured. Actual sales of gas are based on sales, net of the associated volume charges for processing fees and for costs associated with delivery, transportation, marketing, and royalties in accordance with industry standards. Operating costs and taxes are recognized in the same period of which revenue is earned.

	m)	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 did not 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 did not have a material effect on the Company's financial statements.

F-6

Century Petroleum Corp.

Notes to the Condensed Financial Statements

(Expressed in US dollars)

(Unaudited)

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

	m)	Recent Accounting Pronouncements (continued)

		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.

		In December 2007, the FASB issued SFAS No. 141R, “ Business Combinations ”. This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

		In March 2008, the FASB issued SFAS No. 161, “ Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133 ”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

		In May 2008, the FASB issued SFAS No. 162, “ The Hierarchy of Generally Accepted Accounting Principles ”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

		In May 2008, the FASB issued SFAS No. 163, “ Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60 ”. SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

F-7

Century Petroleum Corp.

Notes to the Condensed Financial Statements

(Expressed in US dollars)

(Unaudited)

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

	n)	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 Canadian transactions into US dollars. These gains and losses are included in operations.

	o)	Reclassifications

		Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.

	p)	Concentration of Credit Risk

		The Company at times has cash in banks in excess of FDIC insurance limits. At October 31, 2008, the Company had $Nil in excess of FDIC limits.

	q)	Concentration of Revenue

		During the three month period ended October 31, 2008, 100% of the Company’s sales were to one customer.

2.	Oil and Gas Properties

	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 totalling 1,224 gross acres located in Louisiana in consideration for $2,000,000. As of April 30, 2008, the Company has capitalized $2,071,275 of costs related to its interest. During the year ended April 30, 2008, the Company decided not to pursue the development of this property. As a result, an impairment of $2,071,275 was recognized.

	b)	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 year ended April 30, 2008, the Company incurred an additional $44,155 of lease costs and $899,229 of drilling expenses. During the six month period ended October 31, 2008, the Company incurred $57,644 of lease costs and incurred an additional $30,579 of drilling costs. On October 25, 2007, the Company increased its working interest in certain objectives of Well No. 1 to 5.44%. On March 14, 2008, the Company’s working interest in certain leases was decreased to 3.58% pursuant to a pre-existing agreement.

	c)	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 year ended April 30, 2008, the Company incurred an additional $17,414 of lease costs and $1,230,217 of drilling expenses. During the six month period ended October 31, 2008, the Company incurred an additional $1,138 of lease costs and $16,331 of drilling expenses. In September 2007, the Company increased its working interest after casing point to 15.17%. Subsequent to October 31, 2008, the Company paid $18,318 to clean out and re-perforate a well on the Shadyside Prospect.

	d)	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 for $800,000. On April 20, 2008, the Company agreed to sell a 4% interest in the property to three separate parties in consideration for $490,332, which represents 40% of estimated expenses incurred by the Company on the property up to April 10, 2008. At during the three month period ended October 31, 2008, the Company received $490,332 included in notes receivable at April 30, 2008. During the year ended April 30, 2008, the Company had capitalized $1,231,943 of costs related to its interest. During the six month period ended October 31, 2008, the Company recovered $28,188 of lease costs and incurred an additional $1,153,432 of drilling costs.

		All of the Company’s proven and unproven oil and gas properties are located in the United States. The following table summarizes information regarding the Company's oil and gas acquisition, exploration and development activities:

F-8

Century Petroleum Corp.

Notes to the Condensed Financial Statements

(Expressed in US dollars)

(Unaudited)

2.	Oil and Gas Properties (continued)

	October 31, 2008		April 30, 2008
	$		$

Proved Properties

Acquisition costs	2,096,359		2,095,221
Exploration costs	1,292,028		1,275,697
Less:
Accumulated depletion (At $10 per MCF)	(455,869	)	(361,481	)
Impairment of oil and gas properties	(2,221,821	)	(1,034,151	)

	710,697		1,975,286

Unproven Properties

Acquisition costs	1,059,092		1,029,635
Exploration costs	3,135,953		1,951,942
Less:
Oil and gas interest sold	(492,937	)	(490,332	)

	3,702,108		2,491,245

Net Carrying Value	4,412,805		4,466,531

During the six months ended October 31, 2008, the Company recorded an impairment of $1,187,670 as the capitalized costs in the full cost pool exceeded the aggregate of the estimated present value of the future net revenues from proved reserves, using a ten percent discount rate and based on current economic and operating conditions plus the lower of cost and estimated net realizable value of unproven properties.

3.	Asset Retirement Obligations

	The Corporation’s asset retirement obligations (“AROs”) in regards to oil and gas properties (Note 2) relates to site restoration. A reconciliation between the opening and closing AROs balance is provided below:

	October 31,
	2008	April 30, 2008
	$	$
Beginning asset retirement obligations	2,310	–
Liabilities incurred	–	2,310
Accretion	370	–
		–
Total asset retirement obligations	2,680	2,310

In accordance with SFAS No. 143 "Accounting for Asset Retirement Obligations," the Company measured the AROs at a fair value of $2,310 and capitalized this to the oil and gas property. The AROs will accrete to $10,771 until the time at which it is expected to be settled, being 21.5 years. A discount rate of 10% was used to calculate the present value of the ARO. The corresponding accretion at October 31, 2008, being $370 (April 30, 2008 - $Nil), is included in depletion, depreciation and amortization. Actual retirement costs will be recorded against the AROs when incurred. Any difference between the recorded AROs and the actual retirement costs incurred will be recorded as a gain or loss in the period of settlement.

4.	Notes Payable – Related Party

	a)	On September 10, 2008, the Company received a $200,000 loan from the Chief Financial Officer of the Company. The loan is unsecured, bears interest at a rate of 12% per annum, and matures on December 31, 2008. At October 31, 2008, the Company $3,353 of interest was included in accrued liabilities.

	b)	On October 7, 2008, the Company received a $300,000 loan from the Chief Financial Officer of the Company. The loan is unsecured, bears interest at a rate of 12% per annum, and matures on December 31, 2008. At October 31, 2008, the Company $2,367 of interest was included in accrued liabilities.

F-9

Century Petroleum Corp.

Notes to the Condensed Financial Statements

(Expressed in US dollars)

(Unaudited)

5.	Stockholders’ Equity

	During the six months ended October 31, 2008:

	On July 9, 2008, the Company issued 300,000 shares of common stock to two members of the advisory board pursuant to the advisory services agreements described in Note 8(d) and (e).

6.	Warrants

	A summary of the changes in the Company’s share purchase warrants is presented below:

Six Months Ended

October 31, 2008

October 31, 2007

Weighted Average

Exercise

Number

Price

Number

Price

Balance, beginning of period

11,903,024

1.27

6,622,705

1.64

Issued

–

4,466,366

0.84

Exercised

–

Forfeited / Expired

(5,034,997

)

1.50

–

Balance, end of period

6,868,027

1.10

11,089,071

1.32

7.	Related Party Transactions

	a)	At October 31, 2008, a balance of $2,234 is due to two related parties for expense reimbursement and is non-interest bearing, unsecured and has no specific terms of repayment.

	b)	During six month period ended October 31, 2008, the Company paid $60,000 (2007 - $60,000) for consulting services provided by the former President of the Company.

	c)	During the six month period ended October 31, 2008, the Company paid $90,000 (2007 - $66,000) for services provided by the President of the Company.

	d)	During the six month period ended October 31, 2008, the Company received $500,000 of notes payable from the Chief Financial Officer of the Company. Refer to Note 4.

	e)	Refer to Notes 8(a), (d) and (e).

8.	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. For the year ended April 30, 2008, 1,000,000 shares with a fair value of $1,890,000 were released from escrow and charged to consulting. During the six month period ended October 31, 2008, 250,000 shares with a fair value of $944,000 was released from escrow and charged to consulting, and an additional $157,500 of stock-based compensation was accrued 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 agreement for a period of 6 months at $1,029 per month. On May 1, 2008 the Company renewed the agreement for a period of 6 months at $1,022 per month.

	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

F-10

Century Petroleum Corp.

Notes to the Condensed Financial Statements

(Expressed in US dollars)

(Unaudited)

		purchaser at a price equal to 150% of subscription price. During the year ended April 30, 2007, the Company received cash proceeds of $1,500,000 and issued 987,708 units. During the year ended April 30, 2008, the Company received cash proceeds of $2,850,000 and issued 5,280,319 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 three month period ended October 31, 2008, the Company recognized $73,500 of consulting fees, of which $20,008 is included in common stock subscribed.

F-11

Century Petroleum Corp.

Notes to the Condensed Financial Statements

(Expressed in US dollars)

(Unaudited)

8.	Commitments (continued)

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 three month period ended October 31, 2008, the Company recognized $73,500 of consulting fees, of which $20,125 is included in common stock subscribed.

9.	Going Concern

	As reflected in the accompanying financial statements, the Company has a deficit of $8,334,639 from inception and has a working capital deficit of $854,899 at October 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.

10.	Subsequent Event

	On November 6, 2008, the Company issued 2,000,000 units at $0.15 per unit for proceeds of $300,000. Each unit consists of one common share and one and one half share purchase warrant. Each whole warrant is exercisable within one year of the date of issuance at a price of $0.20 per share.

F-12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) 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. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us” and “our” mean Century Petroleum Corp., unless otherwise indicated.

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 capital 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.

The address of our principal executive office is Suite 9595 Six Pines Drive, Suite 8210, Building 8, Level 2, The Woodlands, TX 77380. Our telephone number is 832.631.6061.

We do not have any subsidiaries.

Our Current Business

We are an oil and gas exploration and production 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 are generating revenue from one of our properties and we intend to focus our efforts on our current exploratory 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. During the year ended April 30, 2008, our company decided not to pursue the development of this property. As a result, an impairment of $2,071,275 was added to the full cost pool.

On November 1, 2006, we entered into an agreement whereby we acquired from Kossic Oil & Gas LP, a 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 were 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 early 2009. 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 October 31, 2008, we had spent $1,826,056 in 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 on the Shadyside #1 well started in July 2007. Target depth was reached in September 2007. At that 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 October 31, 2008, we had spent $1,317,112 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. During the three months ended October 31, 2008, we recorded an impairment of $372,660 as the capitalized costs in the full cost pool exceeded the aggregate of the estimated present value of the future net revenues from proved reserves, using a ten percent discount rate and based on current economic and operating conditions plus the lower of cost and estimated net realizable value of unproven properties. As of December 12, 2008, Shadyside #1 well was shut-in and awaiting a $120,000 work-over program (of which we will pay 15.17%) .

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. Drilling operations of the Alligator Bayou #1 well began in late April 2008 and El Paso Corporation is the operator of the well. On April 20, 2008, our company agreed to sell a 4% working interest in the property to three separate parties. At the close of the quarter ended October 31, 2008, we had spent $2,357,187 on the acquisition of the project, lease rentals, drilling and geological studies related to this prospect. As of December 12, 2008, the well reached total depth of 23,830 feet and petrophysical analysis suggests that multiple pay horizons were encountered. The well is awaiting testing operations.

Our plan of operation is to conduct exploration work on our properties and prospects in order to ascertain whether they possess economic quantities of hydrocarbons in accordance with available funds. There can be no assurance that an economic hydrocarbon reserve exists on any of our exploration prospects until appropriate exploration work is completed. Our only source of revenue is the production of the Shadyside #1 well.

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 the presence of hydrocarbons, 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.

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:

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
11 March 2008	$350,000	813,953	0.43	813,953	0.64	25 March 2011

On November 6, 2008, we issued 2,000,000 units at $0.15 per unit for proceeds of $300,000 to an US accredited investor pursuant to the exemption from registration provided for under Rule 506 of Regulation D, promulgated under the United States Securities Act of 1933, as amended. Each unit consisted of one common share and one and one half share purchase warrant. Each whole warrant is exercisable within one year of the date of issuance at a price of $0.20 per share.

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 extracted from our properties. If we discover a reserve on our exploration properties, 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 world.

In the oil and gas exploration sector, our competitive position is insignificant. There are numerous oil and gas exploration and production 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 found to justify our expenditures.

Cash Requirements

Despite having earned revenues of $221,790 during the six-month period ended October 31, 2008, we have never been profitable. We require additional funds of approximately $2,000,000 at a minimum to proceed with our plan of operation over the next twelve months, exclusive of any acquisition or exploration costs. As we do not have the funds necessary to cover our projected operating expenses for the next twelve-month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates.

Our auditors have issued a going concern opinion for our year ended April 30, 2008. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any significant revenues and no significant

revenues are anticipated until production on our properties increase. As we had cash in the amount of $21,392 and working capital in the amount of $(854,899) as of October 31, 2008, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We will require additional funds to implement our growth strategy in exploration operations. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. We currently do not have any arrangements in place for the completion of any debt financings or private placement financings and there is no assurance that we will be successful in completing any debt financing or private placement financing.

Estimated Net Expenditures During the Next Twelve Months
General and administrative	$	400,000
Exploration Expenses – Alligator Bayou	$	1,400,000
Exploration Expenses – Shadyside	$	50,000
Exploration Expenses – Alligator Bayou	$	150,000
Total	$	2,000,000

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used 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.

We utilize the full-cost method of accounting for petroleum and natural gas properties. Under this method, our 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 October 31, 2008, one of our properties has proven reserves. When our 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 our company assesses 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 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.

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, our company assesses 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. Our company adds the amount of impairment assessed to the cost to be amortized subject to the ceiling test.

Going Concern

We have suffered recurring losses from operations. The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our company discontinue operations.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Results of Operations

Three Months Ended October 31, 2008 and 2007

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended October 31, 2008 which are included herein.

Our operating results for the three months ended October 31, 2008, for the three months ended October 31, 2007 and the changes between those periods for the respective items are summarized as follows:

	Three Months Ended October 31, 2008	Three Months Ended October 31, 2007	Change Between Three Month Period Ended October 31, 2008 and October 31, 2007
Revenue	$ (27,060)	$ Nil	$ (27,060)
Consulting Expenses	535,267	582,484	(47,217)
Depletion, Accretion and Amortization	37,596	1,714	35,882
Impairment of Oil and Gas Property	372,660	Nil	372,660
General and Administrative	47,152	62,611	(15,459)
Production Expenses	10,982	Nil	10,982
Professional Fees	22,045	7,946	14,099

Other Income (Expenses)	737	1,693	(956)
Net loss	1,052,025	651,348	400,677

Our financial statements report a net loss of $1,052,025 for the three-month period ended October 31, 2008 compared to a net loss of $651,348 for the three-month period ended October 31, 2007. Our losses have increased primarily as a result of an increase in depletion, accretion and amortization costs, an increase in the impairment of an oil and gas property, an increase in production expenses and an increase in professional fees.

During the three months ended October 31, 2008, we recorded an impairment of $372,660 as the capitalized costs in the full cost pool exceeded the aggregate of the estimated present value of the future net revenues from proved reserves, using a ten percent discount rate and based on current economic and operating conditions plus the lower of cost and estimated net realizable value of unproven properties. In addition, a negative revenue was recorded during the quarter ended October 31, 2008 because the accrued revenues recorded during the quarter ended July 31, 2008 where higher than the real revenue figures. We expect much lower revenue during the next quarter due to a shut-in and work-over operations on the Shadyside No. 1 well. Work-over operations are expected to be completed in December 2008.

In recent months, oil and natural gas prices have continued to decrease and may decrease further. Should the price for our products suffer additional substantial decreases, our company might need to record additional impairments to its capitalized oil and gas costs, based on the estimated value of those reserves.

Six Months Ended October 31, 2008 and 2007

Our operating results for the six months ended October 31, 2008, for the six months ended October 31, 2007 and the changes between those periods for the respective items are summarized as follows:

	Six Months Ended October 31, 2008	Six Months Ended October 31, 2007	Change Between Six Month Period Ended October 31, 2008 and October 31, 2007
Revenue	$ 221,790	$ Nil	$ 221,790
Consulting Expenses	1,156,267	1,172,383	(16,116)
Depletion, Accretion and Amortization	99,017	3,427	95,590
Impairment of Oil and Gas Property	1,187,670	Nil	1,187,670
General and Administrative	114,441	153,939	(39,498)
Production Expenses	20,952	Nil	20,952
Professional Fees	31,212	23,547	7,665
Other Income (Expenses)	2,267	7,826	(5,559)
Net loss	2,385,502	1,342,043	1,043,459

Our financial statements report a net loss of $2,385,502 for the six-month period ended October 31, 2008 compared to a net loss of $1,342,043 for the six-month period ended October 31, 2007. Our losses have increased primarily as a result of an increase in depletion, accretion and amortization, an increase in the impairment of an oil and gas property, an increase in production expense and an increase in professional fees.

Liquidity and Financial Condition

Working Capital
		At			At
		October 31,			April 30,
		2008			2008
Current assets	$	182,560		$	1,019,024
Current liabilities		1,037,459			555,353
Working capital	$	(854,899	)	$	463,671

Cash Flows
		Six Months Ended
		October 31,			October 31,
		2008			2007
Cash flows provided by (used in) operating activities	$	87,835		$	(270,222	)
Cash flows used in investing activities		695,115			2,789,173
Cash flows provided by financing activities		500,000			2,495,402
Net increase (decrease) in cash during period	$	(107,280	)	$	(563,993	)

Operating Activities

Net cash provided by operating activities was $87,835 during the six months ended October 31, 2008 compared with net cash used in operating activities of $270,222 in the same period in 2007.

Investing Activities

Net cash used in investing activities was $695,115 in the six months ended October 31, 2008 compared to net cash used in investing activities of $2,789,173 in the same period in 2007. During the six months ended October 31, 2008, the $695,115 in net cash used in investing activities was from $490,332 in payments received on notes receivable, offset by $1,185,447 in purchases of oil and gas interests.

Financing Activities

Net cash provided by financing activities was $500,000 during the six months ended October 31, 2008 compared to $2,495,402 in the same period in 2007. The main reason for the change was no $Nil were raised by way of private placements during the six months ended October 31, 2008 compared to $2,500,000 in the same period in 2007.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Off-Balance Sheet Arrangements

We have no significant 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 are material to stockholders.

Recently Issued Accounting Standards

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 did not have a material effect on our 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 did not have a material effect on our 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 our company's financial statements.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”. This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on our company's financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on our company’s financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on our company’s financial statements.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on our company’s financial statements.

Item 4(T). Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and with the participation of our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

Additionally, there were no changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Our company is not a party to any pending legal proceeding and no legal proceeding is contemplated or threatened as of the date of this quarterly report.

Item 1A. Risk Factors

Risks Associated With Our Business

We are an early stage exploration and production 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 and production 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.

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.

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 hydrocarbons 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 hydrocarbons 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 hydrocarbon 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 hydrocarbons 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.

As of October 31, 2008, only one of our properties has proven reserves. On our other exploratory properties, we have not yet established any reserves and resources and we cannot assure you that we will ever establish any reserve or resources on them.

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 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.

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 $21,392 and working capital deficit of $854,899 as at October 31, 2008. We have had limited income from operations during our last quarter ended October 31, 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 $4,350,000 from the date of the share issuance agreement to October 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 profitable operations, we face a high risk of business failure.

Despite having earned revenues of $221,790 during the six-month period ended October 31, 2008, we have never been profitable. 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 significant additional 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 October 31, 2008 is $8,334,639. We recognize that if we are unable to generate significant additional 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 significant additional revenues in the future. We can provide investors with no assurance that we will 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.

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 oil and gas 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, 2008 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, 2008 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 (FINRA). 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.

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 2. Unregistered Sales of Equity Securities and Use of Proceeds

On November 6, 2008, we closed a private placement consisting of 2,000,000 units at a purchase price of $0.15 per unit, for gross proceeds of $300,000. Each unit consists of one common share and one and one-half (1½) share purchase warrants. Each whole warrant is exercisable into one share of common stock for a period of twelve months at an exercise price of $0.20 per warrant share.

We issued 2,000,000 shares and 3,000,000 share purchase warrants to one (1) US person pursuant to the exemption from registration provided for under Rule 506 of Regulation D, promulgated under the United States Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit	Description
Number
(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).

Exhibit	Description
Number
(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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CENTURY PETROLEUM CORP.
	(Registrant)


Dated: December 15, 2008	/s/ James B. Hersch
	James B. Hersch
	President and Director
	(Principal Executive Officer, Principal
	Accounting Officer and Principal Financial
	Officer)



Dated: December 15, 2008	/s/ Johannes T. Petersen
	Johannes T. Petersen
	Chief Financial Officer, Secretary and Director
	(Principal Accounting Officer and Principal
	Financial Officer)

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