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 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.

 Date of    Amount         Shares Issued                       Warrants Issued
 Advance   Advanced
 Request                Shares       Price     Warrants           Price              Expiry

   10        $500,000     248,756        2.01     248,756                  3.015 10 January 2010
 January
  2007
   25        $500,000     243,902        2.05     243,902                  3.075 25 January 2010
 January
  2007
23 April     $500,000     495,050        1.01     495,050                  1.510  23 April 2010
  2007
 02 July     $500,000     961,538        0.52     961,538                  0.780  02 July 2010
  2007
 16 July   $1,000,000   1,785,714        0.56   1,785,714                  0.835  16 July 2010
  2007
   14        $500,000     961,538        0.52     961,538                   0.78 10 October 2010
September
  2007
   22        $500,000     757,576        0.66     757,576                   0.99 22 October 2010
 October
  2007
11 March     $350,000     813,953        0.43     813,953                   0.64  25 March 2011
  2008

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

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

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 Three Months Ended Change Between

                        October 31,        October 31,      Three Month Period
                            2008               2007               Ended
                                                             October 31, 2008
                                                           and October 31, 2007
Revenue                  $ (27,060)           $ Nil             $ (27,060)
Consulting Expenses       535,267            582,484             (47,217)
Depletion, Accretion       37,596             1,714               35,882
and Amortization
Impairment of Oil         372,660              Nil               372,660
and Gas Property
General and                47,152             62,611             (15,459)
Administrative
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 Six Months Ended     Change Between
                          October 31,      October 31,    Six Month Period Ended
                              2008             2007          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         99,017           3,427               95,590
and Amortization
Impairment of Oil          1,187,670           Nil              1,187,670
and Gas Property
General and                 114,441          153,939             (39,498)
Administrative
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 . . .