8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

__________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: (Date of earliest event reported): April 11, 2008 (April 8, 2008)

Gulf Western Petroleum Corporation

(Exact name of registrant as specified in its charter)

Nevada	000-52309	98-0489324
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4801 Woodway Drive, Suite 306W

Houston, Texas 77056

(Address of Registrant’s principal executive offices)

(713) 355-7001

(Registrant’s telephone number, including area code)

(Not Applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14-d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.14d-4(c))

Item 1.02 Termination of a Material Definitive Agreement

As described in the Current Report on Form 8-K dated September 13, 2007, on September 10, 2007, Gulf Western Petroleum Corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Metage Funds Limited (“Metage”) and NCIM Limited (“NCIM,” and together with Metage, the “Buyers”), pursuant to which, among other things, the Company sold to the Buyers, upon the terms and conditions stated in the Purchase Agreement, shares of the Company’s common stock (the “Common Stock”) and securities convertible into and exercisable for shares of the Common Stock (the “Securities”).   In addition, in connection with the issuance of the Common Stock, the Company entered into a registration rights agreement with the Buyers, pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission with respect to the Common Stock issued under the Purchase Agreement or upon the exercise or conversion of the Securities.

On April 8, 2008, in connection with the recently adopted reduced holding periods for non-affiliates under Rule 144 under the Securities Act of 1933, as amended, the Company and the Buyers executed a Termination of Registration Rights Agreement which (i) terminated the registration rights agreement and (ii) waived, released and discharged any further obligations under the registration rights agreement, including the obligation on the part of the Company to pay any registration delay payments accrued or incurred thereunder.  The foregoing description is qualified in its entirety by reference to the Termination of Registration Rights Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference

Item 9.01 Financial Statements and Exhibits

(a)   Financial statements of businesses acquired.

Not applicable.

(b)   Pro forma financial information.

Not applicable.

(c)   Exhibits.

10.1 Termination of Registration Rights Agreement dated April 8, 2008 between Gulf Western Petroleum Corporation, Metage Funds Limited and NCIM Limited.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 11, 2008

GULF WESTERN PETROLEUM CORPORATION

/s/ Donald L. Sytsma

Donald L. Sytsma

Chief Financial Officer

EXHIBIT INDEX

10.1 Termination of Registration Rights Agreement dated April 8, 2008 between Gulf Western Petroleum Corporation, Metage Funds Limited and NCIM Limited.

EX-10.1

Exhibit 10.1

TERMINATION OF

REGISTRATION RIGHTS AGREEMENT

THIS TERMINATION OF REGISTRATION RIGHTS AGREEMENT (this “Termination”) is made effective as of the 8th day of April, 2008, by and among Gulf Western Petroleum Corporation (the “Company”), Metage Funds Limited (“Metage”), and NCIM Capital Limited (“NCIM”).  Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Registration Rights Agreement (hereinafter defined).

W I T N E S S E T H:

WHEREAS, the Company, Metage and NCIM are parties to that certain Registration Rights Agreement dated as of September 10, 2007 (the “Registration Rights Agreement”);

WHEREAS, under the Registration Rights Agreement, the Company was required to file a registration statement covering Initial Registrable Securities with the Securities and Exchange Commission (the “SEC”) on or before the Initial Filing Deadline (i.e., November 10, 2007) and cause such registration statement to be declared effective by the SEC on or before the Initial Effectiveness Deadline (i.e., February 10, 2008);

WHEREAS, the Company filed a Registration Statement on Form SB-2, File No. 333-147842 (the “Registration Statement”) on December 5, 2007 (and refiled an amended Registration Statement on February 1, 2008) pursuant to the Registration Rights Agreement, but the Registration Statement is still being reviewed by the SEC;

WHEREAS, effective February 15, 2008, the SEC enacted amendments to Rule 144 (as amended, “Rule 144”) under the Securities Act of 1933, as amended, whereby the holding period for restricted securities for non-affiliates has been shortened from one year to six months; and

WHEREAS,  in accordance with Rule 144, the six-month holding period for the resale of the Closing Shares expired on March 10, 2008, and, as such, the Company desires that the Investors (i) terminate the Registration Rights Agreement, as the Registration Period ends when the shares become eligible for resale without restriction pursuant to Rule 144 and (ii) waive, release and discharge any further obligations under the Registration Rights Agreement, including the obligation on the part of the Company to pay any Registration Delay Payments (as defined in Section 2(f)(ii) of the Registration Rights Agreement) accrued or incurred thereunder.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

1.           The Company, Metage and NCIM hereby agree to (i) terminate the Registration Rights Agreement, and (ii) waive, release and discharge any of their respective agreements, obligations or covenants contained in such Registration Rights Agreement (except those that expressly survive termination thereof), including, but not limited to, any obligation on the part of the Company to pay any Registration Delay Payments accrued or incurred thereunder.

2.           The Company hereby agrees to waive the delivery of an opinion of counsel of the holder in connection with a sale transaction required pursuant to Section 2.8 of the Securities Purchase Agreement.

3.           This Termination shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of laws and rules of such state.

4.           This Termination may be executed in counterparts, by means of original, facsimile or portable document format (pdf) signatures, each of which shall be deemed to be an original, and both of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have caused this Termination to be executed and delivered by their duly authorized representatives as of the day and year first above written.

GULF WESTERN PETROLEUM CORPORATION
By:	/ s / Donald L. Sytsma
	Donald L. Sytsma
	Chief Financial Officer,
	Corporate Secretary and Treasurer
METAGE FUNDS LIMITED
By:  Metage Capital Limited, as fund manager
By:	/ s / Tom Sharp
	Tom Sharp
	Investment Manager
NCIM LIMITED
By:	/s / David Coatrs
	David Coatrs
	Manager

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