Under cover of this page and forming a part of this Form-6K filing please find attached the following documents:

1.

"Quarterly Report – For Fiscal Quarter Ended January 31, 2005 : End Quarter-2 of Fiscal Year-2005" dated March 29, 2005 Includes un-audited quarterly interim financial statements for the second quarter of the Company’s fiscal year ending July 31, 2005. Also includes management discussion and analysis of registrant’s affairs, material events disclosure, summary of press releases, and descriptions of commitments and contingencies during the period. The report is presented in the Form-51/901F quarterly and annual report format required by the Canadian British Columbia Securities Commission in the registrant’s home jurisdiction.

2.

“Certificates Pursuant to Section 302 of the Sarbanes-Oxley Act” – dated March 29, 2005 to accompany the Company’s un-audited quarterly interim financial statements for the second quarter ended January 31, 2005 of the Company’s fiscal year ending July 31, 2005.

3.

“Certificates Pursuant to Section 906 of the Sarbanes-Oxley Act” – dated March 29, 2005 to accompany the Company’s un-audited quarterly interim financial statements for the second quarter ended January 31, 2005 of the Company’s fiscal year ending July 31, 2005.

4.

"Quarterly Report – For Fiscal Quarter Ended April 30, 2005 : End Quarter-3 of Fiscal Year-2005" June 27, 2005. Includes un-audited quarterly interim financial statements for the first quarter of the Company’s fiscal year ending July 31, 2005. Also includes management discussion and analysis of registrant’s affairs, material events disclosure, summary of press releases, and descriptions of commitments and contingencies during the period. The report is presented in the Form-51/901F quarterly and annual report format required by the Canadian British Columbia Securities Commission in the registrant’s home jurisdiction.

5.

“Certificates Pursuant to Section 302 of the Sarbanes-Oxley Act” – dated June 27, 2005 to accompany the Company’s un-audited quarterly interim financial statements for the third quarter ended April 30, 2005 of the Company’s fiscal year ending July 31, 2005.

6.

“Certificates Pursuant to Section 906 of the Sarbanes-Oxley Act” – dated June 27, 2005 to accompany the Company’s un-audited quarterly interim financial statements for the third quarter ended April 30, 2005 of the Company’s fiscal year ending July 31, 2005.

7.

"Press Release", dated March 29, 2005 about the Company’s Bengara-II Block being outside of a nearby disputed new discovery area.

8.

"Press Release", dated April 4, 2005 about the Company raising $500,000 through a Private Placement.

9.

"Press Release", dated April 4, 2005 the Company issuing and amending stock options.

10.

"Press Release", dated May 2, 2005 about the Company appointing a new Director and opening a representative office in Hong Kong.

11.

"Press Release", dated May 4, 2005 about the Company commissioning a feasibility study and plan of development for its Makapan Gas Field in Indonesia.

12.

"Press Release", dated July 11, 2005 about filing the Company’s un-audited quarterly interim financial statements for the third quarter ended April 30, 2004 of the Company’s fiscal year ending July 31, 2005 with the Canadian securities regulators on SEDAR.

All of the above listed documents except for the Sarbanes-Oxley Certificates have also been filed separately by the registrant electronically on SEDAR, the "System for Electronic Archiving and Retrieval", in compliance with Canadian British Columbia Securities Commission regulations in the registrant’s home jurisdiction. The listed documents are available for public review and download in Adobe Acrobat® PDF file format from SEDAR’s internet website,  www.sedar.com.

i - Indicate by check mark whether the registrant files annual reports under cover of FORM 20-F  X  or Form 40-F   .

ii - Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by:  Regulation S-T Rule 101(b)(1) ___ or Regulation S-T Rule 101(b)(7) ___ .

iii - Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934; Yes       or  No  X .  If "Yes" is marked, the file number assigned to the registrant in connection with Rule 12g3-2(b) is         .

Signatures

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, thereunto duly authorized.

CONTINENTAL  ENERGY  CORPORATION

Date: 22 July 2005

"James D. Eger"

By:

_____________________________

James D. Eger, Director & Secretary

CONTINENTAL ENERGY CORPORATION

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

These financial statements have not been reviewed by the Company’s auditor.

- See Accompanying Notes -

- See Accompanying Notes -

Interim Consolidated Statement of Cash Flows

U.S. Funds

Unaudited - Prepared by Management

- See Accompanying Notes -

Interim Consolidated Schedule of Resource Property Costs

- See Accompanying Notes -

(An Exploration Stage Company)

Interim Consolidated Schedule of General and Administrative Expenses

U.S. Funds

Unaudited - Prepared by Management

- See Accompanying Notes -

Notes to Interim Consolidated Financial Statements

Notes to Interim Consolidated Financial Statements

Fees: GATB has accrued an amount of $97,500 (31 July 2004 - $97,500) as a contingent and conditional liability payable to a director of the Company in respect of deferred compensation for personal services provided as director and/or manager of GATB. By agreement this entire amount is payable only in the event GATB commences commercial production from the Bangkudulis Field. If no production is achieved this liability is not payable.

Labor Dispute Provision: GATB has made provision for a Rupiah settlement of a labor dispute. At period-end this provision amounts to a US$ equivalent of $43,402 (31 July 2004 - $41,787). This amount is contingent and represents a maximum payable. Actual payment of the claim may occur at some reduced amount and is conditional upon settlement of the labor dispute claim.

Tax Penalties & Interest: GATB has made provision for payment of estimated Rupiah penalties and interest conditionally applicable to outstanding withholding taxes due to Indonesian tax authorities. At period-end this provision amounts to a US$ equivalent of $243,530 (31 July 2004 -$225,567). This amount is contingent and represents an estimated maximum payable. Actual payment of the claim may occur at some reduced amount and is conditional upon settlement terms.

Notes to Interim Consolidated Financial Statements

6. Contingent and Conditional Liabilities – Continued

Value Added Tax: GATB has accrued a US$ equivalent amount of $548,890 (31 July 2004 -$528,549) at period-end for Value Added Tax ("VAT") which is a contingent payable. VAT taxes are deferred under current Indonesian tax law and GATB shall be obliged to pay accrued VAT, if and only if, Bangkudulis Field production is achieved. VAT is not due and payable until such time as commercial production from the Bangkudulis Field and is not payable at all in the event no production is achieved. VAT is denominated in Indonesian Rupiah and the total amount changes monthly depending upon the US$ to Rupiah exchange rate applied.

Shareholder Loan: GATB has accrued an amount of $2,562,182 (31 July 2004 - $2,562,182) that is repayable to its former shareholders for funds contributed to GATB by them prior to the Company's involvement. In accordance with a 9 April 2001 agreement between only the current shareholders of GATB, the current shareholders have agreed to cause GATB to repay this amount, without interest, to the former shareholders. In such event the loan from former shareholders will be repaid, if and only if, Bangkudulis Field production is achieved and only at such time as GATB revenue is sufficient to repay it.

MANAGEMENT’S DISCUSSION & ANALYSIS

FORM 51-102F1

CONTINENTAL ENERGY CORPORATION

For the Quarter Ended January 31, 2005

NATURE OF BUSINESS

Continental Energy Corporation (“Continental” or the “Company”) is an oil and gas exploration company engaged in the assembly of a portfolio of oil and gas exploration properties with high potential resource prospects. Continental is focusing its efforts in Indonesia where large tracts of acreage can be accumulated, there is a long and positive history of oil exploration success, geological conditions are favorable for hydrocarbon accumulation and Continental has acquired rights to three production sharing contract areas covering 2.5 million acres, the Bangkudulis Block, the Bengara-II Block and the Yapen Block. Continental is an exploration stage company and none of its oil and gas properties currently generate revenue.

Our accompanying financial statements have been prepared using accounting principles generally accepted in Canada. Our fiscal year end is July 31st. All reported amounts are in United States dollars unless otherwise noted.

The date of this report is as of March 29, 2005.

FORWARD-LOOKING INFORMATION

This interim management discussion and analysis (“MD&A”) contains certain forward-looking statements and information relating to Continental that are based on the beliefs of its management as well as assumptions made by and information currently available to Continental. When used in this document, the words “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to Continental or its management, are intended to identify forward-looking statements. This MD&A contains forward-looking statements relating to, among other things, regulatory compliance, the sufficiency of current working capital, the estimated cost and availability of funding for the continued exploration and development of the Company’s oil and gas properties. Such statements reflect the current views of Continental with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievement of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Aside from factors identified in the annual MD&A, additional important factors, if any, are identified here.

HIGHLIGHTS OF THE QUARTER

The “Past Quarter” ended January 31, 2005 marks the end of the second quarter of the Company’s annual fiscal year ending July 31, 2005. Significant events having material effect on the business affairs of the Company which have occurred during the “Past Quarter” are summarized below:

Warrants Expired

A total of 500,000 outstanding share purchase warrants expired without exercise at the end of their five-year term on November 24, 2004.

Private Placement Completed

On December 13, 2004 a Private Placement of 133,333 Units, consisting of one common share and one warrant to purchase one common share at an exercise price of $ 0.15 valid until 6 December 2006, was completed. Proceeds to the Company were $ 20,000. No finder’s fees were paid on the placement.

Audited Annual Financial Statements Filed on SEDAR

The Company's audited annual financial statements for fiscal year ending July 31, 2004 were filed on SEDAR on December 14, 2004.

Interim Financial Statements Filed on SEDAR

The Company's interim, unaudited financial statements for fiscal quarter ending October 31, 2004 were filed on SEDAR on December 30, 2004.

Audited Annual Financial Statements & Annual Report Form-20F Filed on EDGAR

The Company's audited annual financial statements for fiscal year ending July 31, 2004 and its annual report for the same period were filed on Form-20F on the US SEC's EDGAR on January 26, 2005.

Annual General Meeting 2005

The Company's Annual General Meeting was held January 24, 2005. Proxies were sent out to shareholders in December 2004. The record date for the AGM was December 16, 2004. All management proposals for action at the shareholder meeting were approved by the shareholders. Staley Okada was re-appointed as the Company's

auditors for the next fiscal year.

SUBSEQUENT EVENTS

Significant events possibly having material effect on the business affairs of the Company which have occurred since the end of the Past Quarter ended January 31, 2005 but prior to publication of this report are summarized below:

Private Placement Completed

On February 7, 2005 a Private Placement of 100,000 Units, consisting of one common share and one warrant to purchase one common share for $ 0.50 until 7 February 2007, was completed. Proceeds to the Company were $ 15,000.

Option Exercises

On February 16, 2005 70,588 options were exercised at a price of $0.17. Proceeds to the Company were $ 12,000. On March 15, 2005 200,000 options were exercised at a price of $0.17. Proceeds to the Company were $ 34,000.

Shareholding

On March 24, 2005, the Company had 50,295,999 shares issued and outstanding.

RESULTS OF OPERATIONS

Financial Results for the Year Ended January 31, 2005

The Past Quarter ended January 31, 2005 marks the end of the second quarter of the Company’s annual fiscal year ending July 31, 2005.

Selected Annual Information

The following table sets out selected annual financial information of Continental and is derived from the Company’s audited consolidated financial statements for the years ended 31 July 2004, 2003 and 2002.

(i) The Contingent and Conditional Liabilities relating to GATB have been shown as long-term liabilities in this table for the 2003 and 2002

years. These balances have been reclassified to conform with the presentation used in the most recent annual financial statements.

Summary of Quarterly Results

The following table sets out selected unaudited quarterly financial information of Continental and is derived from unaudited quarterly consolidated financial statements as filed on SEDAR.

-

Current Working Capital Situation

As at January 31, 2005, the Company's interim consolidated financial statements reflect a working capital deficit of $1,113,376. This represents a working capital deficit increase of approximately $289,000 compared to the July 31, 2004 deficit of $824,545. The increase was due to the Company’s cash shortage compared to its operating requirements. The cash balance at January 31, 2005 was $3,324 compared to $126,313 as at July 31, 2004, a decrease of $122,989. To improve its working capital position the company is currently negotiating private placements and farm-out agreements for its properties.

The Company used $167,749 for operating activities during the current six-month period compared with $325,306 in the prior period. The decrease in spending on operations is due to the Company’s current cash shortage.

The Company used $27,879 for investing activities during the current six-month period compared with $174,220 in the prior period. The Company’s property expenditures have been reduced to a minimal level until such time as financing is obtained to continue further exploration and development of its Indonesian properties.

The cash resources provided by financing activities during the six-month period was $72,639 compared with $117,090 in the prior period.

-

Investments

During the three months ended January 31, 2005 the Company invested approximately $61,000 in its Indonesian oil & gas properties and recovered $40,000 from its farm out partner, GeoPetro. Year to date the Company has invested approximately $141,000 and recovered $105,000.

-

Finance

On December 13, 2004 a Private Placement of 133,333 Units, consisting of one common share and one warrant to purchase one common share at an exercise price of $ 0.15 valid until 6 December 2006, was completed. Proceeds to the Company were $ 20,000. No finders fees were paid on the placement.

During the three months ended January 31, 2005 there were 166,666 Stock Options and 250,000 Warrants exercised, generating proceeds to the company of $62,500.

On January 31, 2005, the Company had options outstanding granted to directors, officers and consultants to purchase an aggregate of 7,639,584 shares at prices ranging from $0.15 to $0.25 and expiring at varying dates between June 28, 2005 and December 31, 2005.

On January 31, 2005, the Company had warrants outstanding to purchase an aggregate of 6,931,145 shares at prices ranging from $0.15 to $0.60 and expiring at varying dates between June 10, 2005 and July 14, 2006.

-

Expenses

Overall, expenses decreased by $309,043 from $759,836 to $450,793 for the six-month periods ended January 31, 2004 and 2005 respectively. Expenses for the quarter were $216,665 compared to $456,592 for the same period in the prior year. The major changes in the current period as compared with the same prior year period are outlined below. The largest difference was that the stock compensation expense in the current six-month period was only $4,355 compared to $431,634 in the prior year period. This was offset by the fact that the Company received $251,869 from farm out proceeds in the prior period and there were no such proceeds in the current period. In the current six-month period the Company wrote down its resource properties to nominal values, which resulted in an expense in the amount of $36,456. The amount written down in the quarter was $20,789. In the prior year the properties were not written down until year-end and therefore there was no similar expense in the prior year quarter. General and administrative expenses decreased by $31,494 from $195,209 to $163,715 for the six-month periods ended January 31, 2004 and 2005 respectively. General and administrative expenses for the quarter were $77,668 compared to $122,583 for the same period in the prior year. The significant changes to general and administrative expenses were lower professional fees, office expenses and shareholder information costs in the current six-month period. Management fees decreased by $121,210 from $267,820 to $146,610 for the six-month period ended January 31, 2004 and 2005 respectively. The decrease is due to the loss of a director in the Langley office coupled with less management fees paid out by the Company’s subsidiaries and offset by one additional management position in the Company’s Dallas office. Management fees for the quarter were $63,613 compared to $165,546 for the same period in the prior year. Investor relations costs decreased by $11,172 from $15,746 to $4,574 for the six-month period ended January 31, 2004 and 2005 respectively. Amortization expense decreased by $13,212 from $52,210 to $38,998 for the six-month period ended January 31, 2004 and 2005 respectively. Wage expense decreased to $3,319 from $11,792 due to the closure of the Langley office. The current year amount includes certain benefits paid to directors and officers. The foreign exchange loss was $40,162 compared to $19,663 for the same six-month period last year. The increase is mainly due to the revaluing of the Company’s Rupiah denominated payables. All other expense groups appear consistent with the comparative period.

ADDITIONAL DISCLOSURE

Material Contracts & Commitments

During the Past Quarter, no new material contracts or commitments were undertaken that were not disclosed elsewhere.

Related Party Transactions

During the Past Quarter, no new related party agreements, or modifications to existing agreements, of any kind were made by the Company which are not otherwise already disclosed herein. Expenditures made by the Company to related parties in the six-months ended January 31, 2005 and balances payable or receivable as at January 31, 2005 are as follows:

-

During the six month period ended 31 January 2005, management and/or director fees in the amount of $180,000 were paid or accrued to directors and subsidiary directors. Of that amount, $71,250 has been recorded in resource property costs.

-

As at 31 January 2005, current liabilities include $132,794 and contingent & conditional liabilities include $97,500 payable to directors, or directors of one of the company’s subsidiaries.

-

As at 31 January 2005 accounts receivable includes $138,178 receivable from a company previously controlled by a deceased former director.

Investor Relations, Publicity and Promotion

During the Past Quarter, no new arrangements, or modifications to existing agreements, were made by the Company for investor relations services, publicity, promotion or advertising agreements which are not otherwise already disclosed herein.

Finder's Agreements, Financial Advice & Fund Raising

During the Past Quarter, no new arrangements, or modifications to existing agreements, were made by the Company relating to financial advice, fund raising or finder's agreements which are not otherwise already disclosed herein, except for the following:

-

A finder’s agreement was signed with America West Pacific International Investment Corporation of San Francisco, California in connection with possible private placement financing by an Asian investor. A successful efforts fee of ten percent in cash plus five percent in units on the initial investment amount, and a further ten percent in cash on exercised warrants would be payable by the Company upon completion of this private placement financing.

-

A finder’s agreement was signed with Marshall Berol of San Francisco, California in connection with possible private placement financing by accredited investors. A successful efforts fee of ten percent in cash on the initial investment amount, and a further ten percent in cash on exercised warrants would be payable by the Company upon completion of this private placement financing.

Significant Accounting Policies

The interim consolidated financial statements for the quarter ended January 31, 2005 followed the same accounting policies and methods of application in the most recent annual financial statements.

Approval

The Board of Directors of Continental has approved the disclosure contained in this interim MD&A.

Claims, Contingencies & Litigation

Except for the following actions, and any contingencies elsewhere disclosed in this Schedule-C, the Company knows of no material, active or pending claims or legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation that might materially adversely affect the Company or a property interest of the Company.

Labor Tribunal - The Company’s GAT Bangkudulis Petroleum Company Ltd. (“GATB”) affiliate, owner of the Bangkudulis TAC property, is involved in a labor dispute with 8 former employees who resigned at their own initiation in December 2001 and in May 2002 brought a claim against GATB with the Jakarta district Committee for Settlement of Labor Disputes (“CSLD”) regarding claimed severance benefits from GATB which GATB disputes. GATB is confident it will prevail in getting the claim eliminated or substantially further reduced. Nevertheless, GATB has booked the Rupiah 383,099,363 (about $ 41,000) claim as a contingent liability.

Equity Credit Line Dispute - In a press release dated September 19, 2001 the Company announced that it has entered into a financing arrangement and related agreements with a private "Investor" providing a firm and binding "Equity Line of Credit" to the Company in the amount of up to $ 20,000,000 over the next three years. The Investor was Cornell Capital Partners, LP, ("Cornell") a New York-based investment fund managed by Yorkville Advisors Management, LLC. ("Yorkville"). The Company issued 1,000,000 of its common shares to the principals of Cornell and Yorkville soon after signing the financing arrangement in full expectation of performance of promises made by Cornell and Yorkville under the agreements. Subsequently, the Global uncertainty post 9-11 and depressed US stock market conditions contributed to the Company’s decision to delay filing of the required prospectus to implement the Equity Line funding arrangement. A dispute between the Company and Cornell/Yorkville has arisen over a claim by Cornell/Yorkville for payment of a second tranche of Company common shares which the original agreements contemplated, which agreements were contingent upon certain performance by Cornell and Yorkville. The Company does not believe that the issue of any more shares to Cornell/Yorkville is appropriate given the fact that all parties agree original Equity Line of Credit agreements provide for a financing arrangement that is no longer available. Consequently, on January 13, 2004, the Company filed a civil complaint in United States District Court for the Southern District of NewYork against Cornell and Yorkville seeking an order (i) declaring that the Equity Line of Credit Agreement is void and unenforceable, and that accordingly the Company is not required to deliver any additional shares of its common stock to Cornell, (ii) for the return of shares of its common stock the Company has already delivered to Cornell, and (iii) for damages caused by Cornell/Yorkville’s failure to return such shares to the Company and to perform certain services for the Company. Cornell/Yorkville’s has filed a counter claim suit against the Company for the payment of the second tranche of shares. As at the report date of these financial statements the outcome of this suit is not determinable and no provision has been made in these financial statements as a result of the counter claim. The suit continues at the end of the Past Quarter.

CONTINUOUS DISCLOSURE & FILINGS - CANADA

Additional disclosure is made on a continuous basis through periodic filings of Company financial information, significant events, including all press releases and material change reports and disclosure of new or changed circumstances regarding the Company. Unaudited quarterly financial statements are filed by the Company with the British Columbia Securities Commissions (“BCSC”) for each fiscal quarter. Shareholders and interested parties may obtain downloadable copies of mandatory filings made by the Company with Canadian securities regulators on the internet at the “SEDAR” website www.sedar.com which is the “System for Electronic Document Archiving and Retrieval”, employed by Canadian securities regulatory commissions to enable publicly traded companies to electronically file and archive documents and filings in compliance with applicable laws and securities trading regulations. The Company began filing on SEDAR in 1997. All Company filings made on SEDAR during the Past Quarter and up to the date of this filing are incorporated herein by this reference.

CONTINUOUS DISCLOSURE & FILINGS - USA

The Company is also a full reporting issuer and filer of US Securities and Exchange Commission (“US-SEC”) filings. US-SEC filings include Form 20F annual reports and audited financial statements. Interim unaudited quarterly financial reports in this format together with press releases and material contracts and changes are filed under Form-6K. The Company has filed electronically on the US-SEC’s EDGAR database commencing with the Company’s Form 20F annual report and audited financial statements for the fiscal year ended 31 July 2003. See website www.sec.gov/edgar/searchedgar/webusers.htm. Prior to that event the Company filed with the US-SEC in paper form. All Company filings made to US-SEC during the past fiscal year and during the Past Quarter and up to the date of this filing are incorporated herein by this reference.

---o0o---

Certification of Disclosure in

Continental Energy Corporation’s Quarterly Report

I, Richard L. McAdoo, certify that:

1.

I have reviewed and read this quarterly report  of Continental Energy Corporation; as filed on Form 51/901F with the British Columbia Securities Commission, and;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.

The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the quarterly report that has materially affected, or is reasonable likely to materially affect, the company’s internal control over financial reporting; and

5.

The company’s other certifying officer and I have disclosed, based on our most recent evaluations of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Dated: March 29, 2005

/s/ Richard L. McAdoo

Richard L. McAdoo, President, CEO and Director.

 Certification of Disclosure in

Continental Energy Corporation’s Annual Report

I, James D. Eger, certify that:

1.

I have reviewed and read this quarterly report  of Continental Energy Corporation; as filed on Form 51/901F with the British Columbia Securities Commission, and;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.

The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the quarterly report that has materially affected, or is reasonable likely to materially affect, the company’s internal control over financial reporting; and

5.

The company’s other certifying officer and I have disclosed, based on our most recent evaluations of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Dated: March 29, 2005

/s/ James D. Eger

James D. Eger, Chief Financial Officer (Principal Accounting Officer)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 51/901F for fiscal quarter ended January 31, 2005 of Continental Energy Corporation, a British Columbia, Canada corporation (the “Company”), as filed with the British Columbia Securities Commission on the date hereof (the “Quarterly Report”), I, Richard L. McAdoo, President and Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.

The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.

The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.  

Dated: March 29, 2005

/s/ Richard L. McAdoo

Richard L. McAdoo, President, CEO and Director

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 51/901F for fiscal quarter ended January 31, 2005 of Continental Energy Corporation, a British Columbia, Canada corporation (the “Company”), as filed with the British Columbia Securities Commission on the date hereof (the “Quarterly Report”), I, James D. Eger, Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.

The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.

The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.  

Dated: March 29, 2005

/s/ James D. Eger

James D. Eger, Chief Financial Officer (Principal Accounting Officer)

CONTINENTAL ENERGY CORPORATION

(An Exploration Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS 30 April 2005 PREPARED BY MANAGEMENT

U.S. Funds

These financial statements have not been reviewed by the Company’s auditor.

Interim Consolidated Statement of Changes In Shareholders’ Deficiency

U.S. Funds

Unaudited - Prepared by Management

- See Accompanying Notes -

- See Accompanying Notes -

Interim Consolidated Statement of Cash Flows

U.S. Funds

Unaudited - Prepared by Management

- See Accompanying Notes -

Interim Consolidated Schedule of Resource Property Costs

- See Accompanying Notes -

(An Exploration Stage Company)

Interim Consolidated Schedule of General and Administrative Expenses

U.S. Funds

Unaudited - Prepared by Management

- See Accompanying Notes -

Notes to Interim Consolidated Financial Statements

Notes to Interim Consolidated Financial Statements

Labor Dispute Provision: GATB has made provision for a Rupiah settlement of a labor dispute. At period-end this provision amounts to a US$ equivalent of $42,532 (31 July 2004 - $41,787). This amount is contingent and represents a maximum payable. Actual payment of the claim may occur at some reduced amount and is conditional upon settlement of the labor dispute claim.

Tax Penalties & Interest: GATB has made provision for payment of estimated Rupiah penalties and interest conditionally applicable to outstanding withholding taxes due to Indonesian tax authorities. At period-end this provision amounts to a US$ equivalent of $248,902 (31 July 2004 -$225,567). This amount is contingent and represents an estimated maximum payable. Actual payment of the claim may occur at some reduced amount and is conditional upon settlement terms.

Notes to Interim Consolidated Financial Statements

6. Contingent and Conditional Liabilities – Continued

Value Added Tax: GATB has accrued a US$ equivalent amount of $551,257 (31 July 2004 -$528,549) at period-end for Value Added Tax ("VAT") which is a contingent payable. VAT taxes are deferred under current Indonesian tax law and GATB shall be obliged to pay accrued VAT, if and only if, Bangkudulis Field production is achieved. VAT is not due and payable until such time as commercial production from the Bangkudulis Field and is not payable at all in the event no production is achieved. VAT is denominated in Indonesian Rupiah and the total amount changes monthly depending upon the US$ to Rupiah exchange rate applied.

Shareholder Loan: GATB has accrued an amount of $2,562,182 (31 July 2004 - $2,562,182) that is repayable to its former shareholders for funds contributed to GATB by them prior to the Company's involvement. In accordance with a 9 April 2001 agreement between only the current shareholders of GATB, the current shareholders have agreed to cause GATB to repay this amount, without interest, to the former shareholders. In such event the loan from former shareholders will be repaid, if and only if, Bangkudulis Field production is achieved and only at such time as GATB revenue is sufficient to repay it.

Notes to Interim Consolidated Financial Statements