UNITED STATES

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

July 23, 2007

Date of Report (Date of earliest event reported)

                LIONS PETROLEUM INC.               

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-30285 (Commission File Number)	N/A (IRS Employer Identification No.)
600 17th Street, Suite 2800 South, Denver, Colorado (Address of principal executive offices)		80202 (Zip Code)

Registrant’s telephone number, including area code   (720) 359-1604

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

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

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

[   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act  (17 CFR 240.13e-4(c))

Section 5 - Corporate Governance and Management

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Effective July 23, 2007, Duane D. Fadness resigned as a director of Lions Petroleum Inc.  Mr. Fadness recently changed employers and his new employer prohibits its employees from participating in outside corporate board of director activity.  Mr. Fadness has also terminated his consulting agreement, dated October 25, 2005, with Lions Petroleum.  Our board of directors intends to evaluate whether the directorship vacancy caused by his resignation will be filled or whether the number of directors set by the board will be reduced.

SIGNATURES

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

LIONS PETROLEUM, INC.

Date: July 25, 2007

By: /s/ Gordon L Wiltse                                                 

        Gordon L. Wiltse, Executive Officer and Director