UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM
10-Q
 
 x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
quarterly period ended March 31,
2009
   ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
transition period from ________________ to _________________
 
 Commission
file number 1-4668
 
 COASTAL
CARIBBEAN OILS & MINERALS, LTD.
 (Exact
name of registrant as specified in its charter)
  BERMUDA
                    
                    NONE(State
      or other jurisdiction of
                    
                    (I.R.S.
      Employer Identification No.)incorporation
      or organization)
 
 Clarendon
      House, Church Street, Hamilton, Bermuda
                  
                  HM
      11(Address
      of principal executive offices)
                  
                  (Zip
      Code)
  (850)
653-2732
 (Registrant's
telephone number, including area code)
 
 (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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  ̈Yes ̈No
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
  Large
      accelerated filer  ̈
                  Accelerated
      filer  ̈Non-accelerated
      filer  ̈ (Do
      not check if 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  T
No
 
 The
number of shares outstanding of the issuer's single class of common stock as of
May 18, 2009 was 46,261,604.
  
  COASTAL
CARIBBEAN OILS & MINERALS, LTD.
 
 FORM
10-Q
 
 March 31,
2009
 
 Table
of Contents
 
 PagePART I - FINANCIAL
      INFORMATIONITEM
      1
                                      Financial
      StatementsConsolidated
      balance sheets at March 31, 2009 and December 31, 2008
                                      
                                      
                                      3Consolidated
      statements of operations for the three month periods ended March 31,
      2009 and 2008  and for the period from January 31, 1953
      (inception) to March 31, 2009
                                      
                                      
                                      4Consolidated
      statements of cash flows for the three month periods ended March 31, 2009
      and 2008 and for the period from January 31, 1953 (inception) to
      March 31, 2009
                                      
                                      
                                      5Notes
      to consolidated financial statements
                                      
                                      
                                      6ITEM
      2
                                      Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                      
                                      
                                      10ITEM
      3
                                      Quantitative
      and Qualitative Disclosure About Market Risk
                                      
                                      
                                      15ITEM
      4
                                      Controls
      and Procedures
                                      
                                      
                                      15PART
      II - OTHER INFORMATIONITEM
      5
                                      Other
      Information
                                      
                                      
                                      16ITEM
      6
                                      Exhibits
                                      
                                      
                                      17Signatures
                                      
                                      
                                      18
  2
  COASTAL
CARIBBEAN OILS & MINERALS, LTD.
 
 FORM
10-Q
 
 PART
I - FINANCIAL INFORMATION
 
 ITEM 1 - Financial
Statements
 
 CONSOLIDATED
BALANCE SHEETS
 (Expressed
in U.S. dollars)
 
 (A
Bermuda Corporation)
 A
Development Stage Company
 
 March 31,
                    
                    
                    December 31,2009
                    
                    
                    2008(Unaudited)
                    
                    
                    (Note)AssetsCurrent
      assets:Cash
      and cash equivalents
                    
                    $
                    854
                    
                    
                    $
                    752Total
      current assets
                    
                    
                    854
                    
                    
                    
                    752Certificates
      of deposit - Restricted
                    
                    
                    84,792
                    
                    
                    
                    84,765Petroleum
      leases
                    
                    
                    2,217,961
                    
                    
                    
                    2,200,475Equipment,
      net
                    
                    
                    5,785
                    
                    
                    
                    6,415Total
      assets
                    
                    $
                    2,309,392
                    
                    
                    $
                    2,292,407Liabilities
      and Shareholders’ EquityCurrent
      liabilities:Accounts
      payable and accrued liabilities
                    
                    $
                    123,768
                    
                    
                    $
                    58,885Amounts
      due to related parties
                    
                    
                    851,099
                    
                    
                    
                    758,021Total
      current liabilities
                    
                    
                    974,867
                    
                    
                    
                    816,906Shareholders'
      equityCommon
      stock, par value $.12 per share:Authorized
      - 250,000,000 sharesOutstanding
      – 46,261,604 shares
                    
                    
                    5,551,392
                    
                    
                    
                    5,551,392Capital
      in excess of par value
                    
                    
                    32,139,311
                    
                    
                    
                    32,139,31137,690,703
                    
                    
                    
                    37,690,703Deficit
      accumulated during the development stage
                    
                    
                    (36,356,178
                    )
                    
                    
                    (36,215,202
                    )Total
      shareholders’ equity
                    
                    
                    1,334,525
                    
                    
                    
                    1,475,501Total
      liabilities and shareholders’ equity
                    
                    $
                    2,309,392
                    
                    
                    $
                    2,292,407
 
 Note: The
balance sheet at December 31, 2008 has been derived from
 the
audited consolidated financial statements at that date.
 
 See accompanying
notes.
  3
  COASTAL
CARIBBEAN OILS & MINERALS, LTD.
 
 FORM
10-Q
 
 PART
I - FINANCIAL INFORMATION
 
 ITEM 1 - Financial
Statements
 
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 (Expressed
in U.S. dollars)
 
 (A
Bermuda Corporation)
 A
Development Stage Company
 
 (Unaudited)
 For theperiod fromJan. 31, 1953(inception)Three months ended
                  
                  
                  to March 31,March 31,
                  
                  
                  20092009
                  
                  
                  2008Interest
      and other income
                  
                  $
                  28
                  
                  
                  $
                  1,240
                  
                  
                  $
                  3,983,999Gain
      on settlement
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  8,124,01628
                  
                  
                  
                  1,194
                  
                  
                  
                  12,108,015Expenses:Legal
      fees and costs
                  
                  
                  38,573
                  
                  
                  
                  40,413
                  
                  
                  
                  17,610,261Administrative
      expenses
                  
                  
                  69,855
                  
                  
                  
                  88,193
                  
                  
                  
                  10,914,576Salaries
                  
                  
                  31,250
                  
                  
                  
                  31,250
                  
                  
                  
                  4,302,681Shareholder
      communications
                  
                  
                  1,326
                  
                  
                  
                  6,361
                  
                  
                  
                  4,126,347Goodwill
      impairment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  801,823Write
      off of unproved properties
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  6,690,752Exploration
      costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  188,218Lawsuit
      judgments
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,941,916Minority
      interests
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (632,974
                  )Other
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  364,865Contractual
      services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,155,728141,004
                  
                  
                  
                  166,217
                  
                  
                  
                  48,464,193Net
      loss
                  
                  $
                  (140,976
                  )
                  
                  $
                  (164,977
                  )Deficit
      accumulated during the development stage
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  (36,356,178
                  )Average
      number of shares outstanding (basic & diluted)
                  
                  
                  46,261,604
                  
                  
                  
                  46,214,351Net
      loss per share (basic & diluted)
                  
                  $
                  (.00
                  )
                  
                  $
                  (.00
                  )
 
 See
accompanying notes.
  4
  COASTAL
CARIBBEAN OILS & MINERALS, LTD.
 FORM
10-Q
 PART
I - FINANCIAL INFORMATION
 
 ITEM 1 - Financial
Statements
 
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (Expressed
in U.S. Dollars)
 
 (A
Bermuda Corporation)
 A
Development Stage Company
 (Unaudited)
 
 For
      the period fromJan.
      31, 1953Three
      months ended
                      
                      
                      (inception)March
      31,
                      
                      
                      To2009
                      
                      
                      2008
                      
                      
                      March 31, 2009Operating
      activities:Net
      loss
                      
                      $
                      (140,976
                      )
                      
                      $
                      (164,977
                      )
                      
                      $
                      (36,356,178
                      )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Gain
      on settlement
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (8,124,016
                      )Goodwill
      impairment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      801,823Minority
      interest
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (632,974
                      )Depreciation
                      
                      
                      630
                      
                      
                      
                      630
                      
                      
                      
                      7,188Write
      off of unproved properties
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      6,690,752Common
      stock issued for services
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      119,500Compensation
      recognized for stock option grant
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      75,000Recoveries
      from previously written off properties
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      252,173Net
      change in:Prepaid
      and other
                      
                      
                      -
                      
                      
                      
                      10,013
                      
                      
                      
                      -Accrued
      liabilities
                      
                      
                      140,475
                      
                      
                      
                      50,161
                      
                      
                      
                      957,382Net
      cash used in operating activities
                      
                      
                      129
                      
                      
                      
                      (4,173
                      )
                      
                      
                      (36,209,350
                      )Investing
      activities:Additions
      to oil, gas, and mineral properties net of assets acquired for common
      stock and  reimbursements
                      
                      
                      -
                      
                      
                      
                      (57,351
                      )
                      
                      
                      (6,453,252
                      )Well
      drilling costs
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (1,071,011
                      )Sale
      of unproved nonoperating interests
                      
                      
                      -
                      
                      
                      
                      25,000
                      
                      
                      
                      512,595Net
      proceeds from settlement
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      8,124,016Proceeds
      from relinquishment of surface rights
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      246,733Purchase
      of certificate of deposit
                      
                      
                      (27
                      )
                      
                      
                      -
                      
                      
                      
                      (139,447
                      )Redemption
      of CDs
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      54,655Purchase
      of minority interest in CPC
                      
                      
                      -
                      
                      
                      
                      (1,240
                      )
                      
                      
                      (801,823
                      )Purchase
      of fixed assets
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (74,623
                      )Net
      cash provided by (used in) investing activities
                      
                      
                      (27
                      )
                      
                      
                      (33,591
                      )
                      
                      
                      397,843Financing
      activities:Loans
      from officers
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      111,790Repayment
      of loans from officers
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (111,790
                      )Sale
      of common stock net of expenses
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      30,380,612Shares
      issued upon exercise of options
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      891,749Sale
      of shares by subsidiary
                      
                      
                      -
                      
                      
                      
                      7,500
                      
                      
                      
                      820,000Sale
      of subsidiary shares
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      3,720,000Net
      cash provided by financing activities
                      
                      
                      -
                      
                      
                      
                      7,500
                      
                      
                      
                      35,812,361Net
      decrease in cash and cash equivalents
                      
                      
                      102
                      
                      
                      
                      (30,264
                      )
                      
                      
                      854Cash
      and cash equivalents at beginning of period
                      
                      
                      752
                      
                      
                      
                      30,264
                      
                      
                      
                      -Cash
      and cash equivalents at end of period
                      
                      $
                      854
                      
                      
                      $
                      -
                      
                      
                      $
                      854
 
 See
accompanying notes.
  5
  COASTAL
CARIBBEAN OILS & MINERALS, LTD.
 FORM
10-Q
 PART
I - FINANCIAL INFORMATION
 
 March
31, 2009 (UNAUDITED)
 
 ITEM
1       Financial
Statements
 
 Note
1.                 Basis of
Presentation
 
 The accompanying unaudited consolidated
financial statements include Coastal Caribbean Oils & Minerals, Ltd. (“the
Company”) and its wholly owned subsidiary, Coastal Petroleum Company (“Coastal
Petroleum”) and have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments
considered necessary for a fair presentation have been included.  All
such adjustments are of a normal recurring nature.  Operating results
for the three month period ended March 31, 2009 are not necessarily indicative
of the results that may be expected for the year ending December 31,
2009.  For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company’s Annual Report on Form
10-K for the year ended December 31, 2008.
 
 Note
2.                 Going
Concern
 
 As of March 31, 2009, the
Company had no revenues, had recurring losses from operations and has had an
accumulated deficit during the development stage.  The Company's current
cash position is not adequate to fund existing operations or exploration and
development of its oil and gas properties.  Currently, management is
actively pursuing funding to allow the Company to undertake exploration efforts
on its own.  The Company has had contact with several parties
interested in investing in the Company so that the Company could explore its
leases on its own.  In addition, the Company has been in contact with
other parties interested in working with the Company, in buying some of the
Company’s leases or in buying an interest in those leases.  There is
no assurance that the Company will be able to obtain any funding, that
sufficient funding can be obtained, or that the Company will be able to raise
necessary funds through the sale of some of its leases or interests in those
leases.  These situations raise substantial doubt about the Company's
ability to continue as a going concern.  These consolidated financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or amounts and classification
of liabilities, which may result from the outcome of this
uncertainty.
 
 Note
3.                 Net income (loss) per
share
 
 Net income (loss) per share is based
upon the weighted average number of common and common equivalent shares
outstanding during the period.  The Company’s basic and diluted
calculations of EPS are the same because the exercise of options is not assumed
in calculating diluted EPS, as the result would be
anti-dilutive.
  6
  COASTAL
CARIBBEAN OILS & MINERALS, LTD.
 FORM
10-Q
 PART
I - FINANCIAL INFORMATION
 
 March
31, 2009 (UNAUDITED)
 
 ITEM
1       Financial
Statements(Continued)
 
 Note
4.                 Unproved Oil, Gas and
Mineral Properties
 
 Farm-out Agreements and
Drilling Activity
 
 In May
2008, the Company entered an agreement with Cobra Oil and Gas
(“Cobra”).  Under the agreement, Cobra paid Coastal $180,000 for the
option to acquire a half interest in approximately 78,000 acres of Coastal’s
Valley County Leases.  The agreement allowed the Company to pay its
Lease rentals that were due June 1st and
brings in a new party to explore on the Leases. Cobra has until May 2010 to
exercise the option by spending $1,000,000 on behalf of the Company, drilling
wells on the leases under the agreement.  Those leases include
approximately 62,000 acres of leases that were formally under an agreement with
F-Cross Resources (“F-Cross”) that expired in 2008 and more than 17,000 acres of
other leases Coastal held in Valley County.
 
 The
Company had previously entered two farm-out agreements with Western Standard
Energy Corp. (“Western Standard”) and F-Cross Resources (“F-Cross”), both of
which expired during 2008.
 
 Montana
Leases
 
 The
Company’s primary presence in Montana is in Valley County, where it holds leases
covering approximately 87,415 net acres , which are the remaining unexpired
leases from those leases the Company acquired in three separate acquisitions
between July 2005 and February 2006. The leases acquired in those acquisitions
are contiguous to each other and are referred to collectively as “the Valley
County Leases.”
 
 The first
acquisition of the Valley County Leases was in July 2005, when the Company
acquired the rights to drill two 6,500 foot wells to test Mississippian
Lodgepole reefs in Valley County, in northeast Montana for a one time fee of
$50,000 from an entity controlled by one of the Company’s Directors. That
acquisition included a small amount of acreage and the option to drill fifty
additional prospects in the Valley County area.
 
 The
second acquisition of the Valley County Leases was in November 2005, when the
Company acquired a group of oil and gas lease rights to approximately 109,423
net acres in eastern Montana for $1,568,000 from EOG Resources, Inc. and Great
Northern Gas Company. These leases are subject to various overriding royalty
interests to others ranging up to 19.5%. These leases expire in years through
2014.
 
 The final
acquisition of acreage within the Valley County Leases was in February 2006,
when the Company acquired additional oil and gas leases in eastern Montana
covering 27,740 net acres contiguous to its existing Montana leases. These
leases were acquired from the Bureau of Land Management and United States
Department of the Interior.
 
 Coastal
assigned a 5% overriding royalty interest (before all expenses) in 8/8ths of the
oil or natural gas produced from those Valley County Montana leases to a
previous lender.
  7
  COASTAL
CARIBBEAN OILS & MINERALS, LTD.
 FORM
10-Q
 PART
I - FINANCIAL INFORMATION
 
 March
31, 2009 (UNAUDITED)
 
 ITEM
1       Financial
Statements(Continued)
 
 Note
4.                 Unproved Oil, Gas and
Mineral Properties  (Continued)
 
 North Dakota
Leases
 
 In July
2005, the Company acquired leases to the deeper rights in approximately 21,688
net acres in and near Slope County, North Dakota for a one time fee of $50,000
from an entity controlled by one of the Company’s Directors and the Company has
invested some additional funds to geochemically test and high-grade these and
other prospects on the leases. Since that time, some of the leases have expired
and the Company currently holds leases on approximately 8,748 gross and 8,510
net acres in North Dakota. The Company is obligated to drill a test well on the
original leases totaling 7,031.08 acres before July 1, 2009, and has the option
to drill the remaining Lodgepole Reef prospects on these leases. The Company had
intended to team with other entities to share the cost of the initial 9,700 foot
test well, the total estimated drilling cost of which is estimated to be
$1,500,000, however, it is unlikely that the Company will be able to identify
and contract with a team prospect prior to the expiration date. The leases
making up the remaining acreage were leased by the Company and have no
obligation associated with them. The Company is actively seeking funding
sufficient to allow it to explore its lease on its own.
 
 In
December 2007 the Company entered a second farm-out agreement with Western
Standard.  Under the agreement, the Company assigned leases over four
of its high-graded Lodgepole Reef prospects to Western Standard in return for
$80,000. The Company received $40,000 in November 2007, $25,000 in February 2008
and received the other $15,000 in April 2008, which was recorded as a reduction
in capitalized petroleum lease costs.  The Company will also retain a
back-in working interest of 20% in the leases after payout.  Oil For
America has agreed to waive the drilling obligation on these four
prospects.  The Company still retains additional Lodgepole reef
prospects on its North Dakota leases that are not covered by this farm-out
agreement.
 
 Note
5.                 Income
Taxes
 
 For the
three months period ending March 31, 2009 and 2008, the Company reported a loss
for both financial statement reporting and income tax purposes.  The
Company has provided a 100% valuation allowance on its deferred tax asset as a
result of its net operating loss carryforwards.  The Company has
approximately $10,000,000 in net operating loss carryforwards at December 31,
2008.
 
 Note
6.                 Related Party
Transactions
 
 Pursuant
to a written agreement with respect to the Valley County Leases, the Company
uses an entity controlled by an individual who is a shareholder, officer and
director of the Company to perform geotechnical analysis of potential drilling
sites at a cost of $1,000 per site. The Company paid no amounts to this entity
for the three months ended March 31, 2009, and 2008, respectively.
  8
  COASTAL
CARIBBEAN OILS & MINERALS, LTD.
 FORM
10-Q
 PART
I - FINANCIAL INFORMATION
 
 March
31, 2009 (UNAUDITED)
 
 ITEM
1       Financial
Statements(Continued)
 
 Note
6.                 Related Party
Transactions  (Continued)
 
 The
Company pays a monthly retainer to the law firm of Angerer & Angerer which
has been litigation counsel to the Company for more than twenty-five years and
continues to serve the Company in that capacity as well as others including
general counsel services, management services, public relations, shareholder
relations and representing the Company before state and federal agencies for
permitting.  The principals of the law firm include two individuals
who are collectively shareholders, officers and a director of the
Company.  The Company expensed $36,000 and $36,000 in legal fees for
the three months ended March 31, 2009 and 2008, respectively.  The
Company owes $276,000 in accrued legal fees to Angerer & Angerer as of March
31, 2009.
 
 The
Company has retained the law firm of Igler & Dougherty, P.A. as securities
counsel.  One of the Company’s directors is a shareholder in the law
firm.  The Company has expensed $4,198 and $3,974 in legal fees and
costs for the three months ended March 31, 2009 and 2008,
respectively.
 
 Note
7.                 Stock
Transactions
 
 In March
2008, the Company received $7,500 from the exercise of outstanding stock options
for 50,000 shares from Robert J. Angerer, Sr., a vice president and a director
of the Company.
 
 Note
8.                 Certificates of Deposit –
Restricted
 
 The
Company has pledged certificates of deposit for pollution bond requirements
under three previous well permits.
  9
  COASTAL
CARIBBEAN OILS & MINERALS, LTD.
 FORM
10-Q
 PART
I - FINANCIAL INFORMATION
 
 March
31, 2009
 
 ITEM
2                 Management's Discussion and
Analysis of Financial Condition and Results of
Operations
 
 Forward
Looking Statements
 
 Statements included in Management’s
Discussion and Analysis of Financial Condition and Results of Operations, which
are not historical in nature are intended to be forward looking
statements.  The Company cautions readers that forward looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those indicated in the forward looking
statements.  Among the risks and uncertainties are: the uncertainty of
securing additional funding through the sale of shares of Coastal Petroleum
and/or Coastal Caribbean; changes in the income tax laws relating to tax loss
carry forwards; the failure of the Company’s test wells to locate oil or gas
reserves or the failure to locate oil or gas reserves which are economically
feasible to recover; reductions in world wide oil or gas prices; adverse weather
conditions; or mechanical failures of equipment used to explore the Company’s
leases.
 
 Critical
Accounting Policies
 
 The Company follows the full cost
method of accounting for its oil and gas properties.  All costs
associated with property acquisition, exploration and development activities
whether successful or unsuccessful are capitalized
 
 The capitalized costs are subject to a
ceiling test which basically limits such costs to the aggregate of the estimated
present value discounted at a 10% rate of future net revenues from proved
reserves, based on current economic and operating conditions, plus the lower of
cost or fair market value of unproved properties.
 
 The Company assesses whether its
unproved properties are impaired on a periodic basis.  This assessment
is based upon work completed on the properties to date, the expiration date of
its leases and technical data from the properties and adjacent
areas.
 
 General
 
 We are an
active independent oil and gas exploration company and through our subsidiary,
Coastal Petroleum, we hold mineral rights in Montana and North Dakota in the oil
producing region known as the Williston Basin.  Our objective
formations on those leases include the Lodgepole and the Eagle among
others.  The Company's future growth will be driven primarily by
exploration and development activities.  Our business strategy is to
increase shareholder value by acquiring and drilling reasonably priced prospects
that have good potential, whether in the Williston Basin or in other parts of
the United States, with the goal of shaping the Company into a producing
independent oil and gas firm. We will continue to seek high quality exploration
projects with potential for providing long-term drilling inventories that
generate high returns.
 
 In
Montana, we have obtained the rights to explore for oil and gas in one area
which will be our primary area of focus.  This primary area is a large
assembly of leases covering approximately 87,415 net acres in Valley County,
located in northeastern Montana close to known production from a Lodgepole
reef.
  10




COASTAL
CARIBBEAN OILS & MINERALS, LTD.


FORM
10-Q


PART
I - FINANCIAL INFORMATION





March
31, 2009





ITEM
      2
            Management's
      Discussion and Analysis of Financial Condition andResults
      of Operations(Continued)





This area
of Montana has a number of other producing formations in addition to the
Lodgepole, including the Eagle sands.  Currently we have one agreement
with a party covering some of the areas of the leases and during 2008 we had two
agreements expire under which exploration had begun on the leases.  We
also hold leases in southwestern North Dakota and have an agreement covering
four Lodgepole prospects on those leases.





Liquidity and Capital Resources


Liquidity





The Company has no available cash,
excluding certificate of deposits pledged for drilling permits, at March 31,
2009, and December 31, 2008.  Our current liabilities exceed our
current assets by $975,000 at March 31, 2009.  We have suspended
payments to our directors, general legal counsel, and employee since the second
quarter of 2007 and have accrued $975,000 in expenses as of March 31,
2009.  We expect to continue to suspend payments to these parties
until sufficient funding can be secured to resume exploration operations and
cover normal operating expenses.  During the three months ended March
31, 2009, we received no cash inflows.  In April 2009, we received a
loan of $20,800, which we used to pay lease payments due March 31, 2009 for
$20,800.  A private party made the loan to the Company in exchange for
the right to be repaid once the Company acquires funding as well as a %0.5
royalty in the leases for which rentals were paid by the loan.  We
have additional lease payments of approximately $125,614 due in June
2009.  We need to sell additional lease rights, obtain additional
loans or secure funding to obtain the cash to make these payments, although
there is no guarantee we will be able to sell additional lease rights or obtain
loans or funding.




We are
actively engaged in pursuing funding for our 2009 Drilling
Program.  The Program is an aggressive $9,500,000 exploration
operation which would allow us to explore the potential of each of the areas we
hold under lease.  The Drilling Program covers exploration in four
areas: a development Red River Formation prospect in Slope County, North Dakota,
on approximately 400 acres we acquired; the drilling of three Lodgepole
Formation prospects we have on our North Dakota Leases; ten step out wells from
the Federal 1-19 well on the Starbuck East prospect in Montana; and the drilling
of two other shallow gas prospects in Montana, but located off from the Starbuck
East prospect.  The Company is proceeding with the relativily
inexpensive process of permitting wells in its main block of leases in Valley
County, Montana, in order to accommodate the drilling of the expected
wells.  The 2009 Drilling Program is currently being reviewed by
prospective funding parties.  This Drilling Program is separate from
the agreements described below


11
 COASTAL
CARIBBEAN OILS & MINERALS, LTD.
 FORM
10-Q
 PART
I - FINANCIAL INFORMATION
  March 31,
2009
 ITEM
      2
              Management's
      Discussion and Analysis of Financial Condition andResults
      of Operations(Continued)


As of March 31, 2009, we had no
revenues, had recurring losses prior to 2005 and since 2005, and had an
accumulated deficit during the development stage.  Our current cash
position is not adequate to fund existing operations or exploration and
development of its oil and gas properties.  These situations raise
substantial doubt about our ability to continue as a going concern.




Capital
Resources





In May
2008, we entered an agreement with Cobra.  Under the agreement, Cobra
paid Coastal $180,000 for the option to acquire a half interest in approximately
87,000 acres of Coastal’s Valley County Leases.  The agreement allowed
the Company to pay its Lease rentals that were due June 1st and
brings in a new party to explore on the Leases. Cobra has until May 2010 to
exercise the option by spending $1,000,000 on behalf of the Company, drilling
wells on the leases covered by the agreement.  Those leases include
approximately 62,000 acres of leases that were formally under an agreement with
F-Cross Resources that expired in 2008 and more than 20,000 acres of other
leases Coastal held in Valley County.  No drilling has taken place yet
under this agreement.





Two other agreements covering the
leases expired during 2008.  The first of the two agreements was a
farm-out agreement with Western Standard, entered in August
2007.  Under the agreement, Western Standard paid us $40,000 at
execution and then paid an additional $384,000.  From the $384,000,
$255,000 was paid to cover the costs of drilling the first well to test a
shallow natural gas prospect in Valley County, Montana and $129,000 was paid to
cover associated lease rentals.  Western Standard would have had an
interest in the first well drilled as well as an option to purchase a 50%
interest in the 42,000 acres under the lease.  Upon receiving the
funds to cover lease rentals, we repaid in full our loan of
$126,000.  Under the loan agreement, the individual that loaned us the
money continues to hold a 5% overriding royalty on the same approximately 42,000
acres that are covered in the Western Standard farm-out agreement.





The first
well under this agreement was drilled during October 2007, to test a shallow
natural gas prospect near the middle of the Company’s Valley County Leases. The
well, known as the Federal 1-19 Well, had three objectives: to confirm the
34,000 acre Starbuck East Prospect by finding that the Eagle formation was high
to surrounding wells off the Prospect; to confirm that there were good natural
gas shows in the Starbuck East Prospect; and to find commercial gas in either
the Eagle formation or the Judith River formation. The first two objectives were
met. Due to drilling damage, the third objective has not yet been
met.





During
October 2007, the Federal 1-19 well reached a total depth of 1,126 feet, and
confirmed the structural high that was targeted. The well also had gas shows in
two zones. Casing was run into the hole and operations to complete and test the
well were scheduled to begin at the end of November, but were delayed by
equipment repairs. The well is located on Federal land and the Bureau of Land
Management would not allow the completion and testing operations or any further
drilling to begin until July 2008, so operations were suspended until that
time. The Company also received an additional $29,000 from Western Standard
to cover additional drilling and other costs associated with the delay in well
completion, which has been recorded
as a reduction in capitalized petroleum lease costs. Western Standard paid the
estimated well completion costs of $65,000 and operations to complete and test
the well were performed in two stages during the third quarter and proceeded to
the third stage in the fourth quarter of 2008.  In October 2008, the
Company received approximately $29,000 from Western Standard to pay for the
third stage of operations which included stimulation of the well, a common
procedure in completing oil and gas wells.




12


COASTAL
CARIBBEAN OILS & MINERALS, LTD.
 FORM
10-Q
 PART
I - FINANCIAL INFORMATION
  March 31,
2009
 ITEM
      2
              Management's
      Discussion and Analysis of Financial Condition andResults
      of Operations(Continued)


The Company was unable to determine by
this well whether the target formations contain economic quantities of
gas.  Drilling damage in the well prevented the testing of either of
the prospective formations at this location.  Completion efforts found
that the Eagle formation was damaged by the initial drilling and the formation
was not able to be tested from this well.  Further drilling into the
Eagle formation during completion did not yield gas like the gas show seen from
the upper part of the formation that was damaged.  The Judith River
formation, a secondary target, was damaged by drilling fluids lost into the
formation while drilling through it to get to the Eagle formation, the primary
target.  Future wells to test this structure will incorporate the
information obtained from these wells to prevent that damage from occurring
again in other locations on the structure.





It is not unusual that the first well
confirming a structure does not become a producing well.  The test
well did produce valuable information about the two gas bearing formations and
their potential for economically feasible commercial gas
production.  Problems encountered in drilling the test well can now be
avoided when future wells are drilled on the Starbuck East
Prospect.  With the first two objectives met, the Company will now
focus on achieving the third objective, specifically finding commercial gas in
either the Eagle or Judith River formations. We have received one permit to
drill a step-out well and are currently in the permitting process for two
more.





After the completion efforts on the
Federal 1-19 well were finished, Western Standard had the option to purchase a
50% interest in approximately 42,000 acres near the well location for
$1,000,000.  The time to exercise that option passed and Western
Standard did not exercise it, so we regained complete control of the leases
formerly under the Western Standard agreement and Western Standard no longer has
an interest in them.





The other agreement that expired in
2008 was with F-Cross and was entered in September of 2007, covering
approximately 64,000 acres on the northwest part of our Valley County
Leases.  Under the agreement, F-Cross had the option to drill a
Lodgepole test well within six months and after drilling that well had the
further option to acquire an interest in surrounding
acreage.   F-Cross was to pay for the cost of drilling the
initial well and will receive a 100% working interest in the well until payout
and an 80% working interest subsequent to payout.   F-Cross
exercised its option and the first Lodgepole test well was spudded on November
3, 2007.  Drilling has finished, but the well is still awaiting
completion and testing of several zones which have potential for both oil and
gas.  However, F-Cross did not meet the requirements in the agreement
and in late March 2008 the option to acquire an interest in additional acreage
expired, leaving F-Cross with rights only in the section in which it drilled the
well.




13


COASTAL
CARIBBEAN OILS & MINERALS, LTD.
 FORM
10-Q
 PART
I - FINANCIAL INFORMATION
  March 31,
2009
 ITEM
      2
              Management's
      Discussion and Analysis of Financial Condition andResults
      of Operations(Continued)


In North Dakota, we control the working
interest on approximately 8,510 net acres in Slope, Billings, and Stark
Counties, on which a number of drillable prospects have been mapped to
date.  The depth of wells in North Dakota is greater than in Montana
(approximately 9,500 feet versus approximately 5,000 feet), and thus the cost of
drilling is higher.  A typical North Dakota wildcat well costs about
$1.5 million to drill.  We had originally intended to bring in others
to share the risk and investment in wells it drills in North Dakota until the
Company is in a stronger financial position, but are now actively seeking
funding to allow us to begin such exploration on our own.





In December of 2007 we entered a second
farm-out agreement with Western Standard.  Under the agreement, we
assigned leases over four of our high-graded Lodgepole Reef prospects to Western
Standard in return for $80,000.  We received $40,000 in November 2007,
$25,000 in February 2008 and the other $15,000 in April 2008.  We will
also retain a back-in working interest of 20% in the leases after
payout.  The leases cover all rights below the Tyler formation,
including the Lodgepole formation, with an 80% net revenue interest. We acquired
these and other leases in the area in 2005 from Oil For America for $50,000 and
we have invested some additional funds to geochemically test and high-grade
these and other prospects on the leases.  Oil For America has agreed
to waive the drilling obligation on these four prospects.  We will
still retain additional Lodgepole reef prospects on our North Dakota leases that
are not covered by this farm-out agreement.





If our funding efforts are succesfull,
we plan to drill or participate in as many as sixteen exploratory wells under
our 2009 Drilling Plan.  However, the number of wells that we drill in
2009 and their cost will be subject to various factors, including whether or not
we can obtain sufficient funding to carry out the 2009 drilling program, whether
Cobra will exercise its option and begin exploration under its agreements, the
availability of drilling rigs that we can hire and whether we drill alone or
with other participants.  In addition, we could reduce the number of
wells that we drill if oil and natural gas prices were to decline
significantly.  We expect the cost of drilling the sixteen wells to
depend upon many factors, including those above, which may affect the cost of
operations and whether and to what extent others participate with the
Company.





Results of Operations





Three months ended March 31,
2009 vs. March 31, 2008





We did not conduct drilling
activities in the first quarter of 2009 or 2008.  Our efforts have
been focused on soliciting funding or potential partners for our 2009 drilling
program.  Substantially all the drilling activity on our leases for
2008 was funded under farm-out agreements with other entities, and we expect
that to continue in 2009.  Therefore, our expenses are primarily
administrative and our 2009 expenses remained consistent with 2008
amounts.





Our interest income decreased in 2009
from 2008 due to lower cash balances.





14




COASTAL
CARIBBEAN OILS & MINERALS, LTD.
 FORM
10-Q
 PART
I - FINANCIAL INFORMATION
  March 31,
2009


ITEM
      3
            Quantitative and
      Qualitative Disclosure About Market
Risk





The Company does not have any
significant exposure to market risk as there were no investments in marketable
securities at March 31, 2009.





ITEM
      4
            Controls and
      Procedures





a.
              Management’s
      annual report on internal control over financial
      reporting.





We
maintain controls and procedures designed to ensure that information required to
be disclosed in the reports that the Company files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission.  Our Chief Executive Officer and our Chief
Financial Officer, after evaluating the effectiveness of our “disclosure
controls and procedures” (as defined in the Securities Exchange Act of 1934 (the
“Exchange Act”) Rules 13a-15(e) or 15d-15(e)) as of the end of the period
covered by this quarterly report, have concluded that our disclosure controls
and procedures are effective based on their evaluation of these controls and
procedures required by paragraph (b) of Exchange Act Rules 13a-15 or
15d-15.





b.
            Changes
      in internal controls. The Company made no changes in its internal
      control over financial reporting that occurred during the Company’s first
      fiscal quarter that has materially affected, or which is reasonably likely
      to materially affect the Company’s internal control over financial
      reporting.





c.
            Limitations
      on the Effectiveness of Controls  Our
      management, including our ChiefExecutive
      and Chief Financial Officer, does not expect that our disclosure controls
      and internal controls will prevent all error and all fraud. A control
      system, no matter how well conceived and operated, can provide only
      reasonable, not absolute, assurance that the objectives of the control
      system are met. Further, the design of a control system must reflect the
      fact that there are resource constraints, and the benefits of controls
      must be considered relative to their costs. Because of the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      within the Company have been detected. These inherent limitations include
      the realities that judgments in decision-making can be faulty, and that
      breakdowns can occur because of simple error or mistake. Additionally,
      controls can be circumvented by the individual acts of some persons, by
      collusion of two or more people, or by management override of the
      control.





The design of any system of controls
also is based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions; over time, controls may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.




15




COASTAL
CARIBBEAN OILS & MINERALS, LTD.


FORM
10-Q


PART
II - OTHER INFORMATION





March
31, 2009





ITEM
      5
            Other
      Information





The Internal Revenue Code of 1986, as
amended, provides special rules for distributions received by U.S. holders on
stock of a passive foreign investment company (PFIC), as well as amounts
received from the sale or other disposition of PFIC stock.  Under the
PFIC rules, a non-U.S. corporation will be classified as a PFIC for U.S. federal
income tax purposes in any taxable year in which, after applying certain
look-through rules, either (1) at least 75 percent of its gross income is
passive income or (2) at least 50 percent of the gross value of its assets is
attributable to assets that produce passive income or are held for the
production of passive income.





The Company believes that it would not
be classified as a PFIC for the year 2008, because it derived the majority of
its gross income in 2008 from the sale of interests in parts of its leases to
other companies through farm-out agreements, and received a relatively small
amount of interest the Company.  However, the Company may have been
considered a PFIC in previous years, which could result in negative tax
consequences to a shareholder.  The determination of whether the
Company will be considered a PFIC for United States federal income tax purposes
is an annual determination that cannot be made until the close of the fiscal
year.  Also, how the Company was classified last year does not affect
how it will be classified this year.





If, for any taxable year, the Company’s
passive income or assets that produce passive income exceed levels provided by
U.S. law, the Company would be a "passive foreign investment company," or PFIC,
for U.S. federal income tax purposes.  For the years 1987 through 2004
and in 2006, Coastal Caribbean's passive income and assets that produce passive
income exceeded those levels and for those years Coastal Caribbean constituted a
PFIC.  If Coastal Caribbean is a PFIC for any taxable year, then the
Company’s U.S. shareholders potentially would be subject to adverse U.S. tax
consequences of holding and disposing of shares of our common stock for that
year and for future tax years.  Any gain from the sale of, and certain
distributions with respect to, shares of the Company’s common stock, would cause
a U.S. holder to become liable for U.S. federal income tax under section 1291 of
the Internal Revenue Code (the interest charge regime).  The tax is
computed by allocating the amount of the gain on the sale or the amount of the
distribution, as the case may be, to each day in the U.S. shareholder’s holding
period.  To the extent that the amount is allocated to a year, other
than the year of the disposition or distribution, in which the corporation was
treated as a PFIC with respect to the U.S. holder, the income will be taxed as
ordinary income at the highest rate in effect for that year, plus an interest
charge.





For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company’s Annual Report on Form 10-K for the year ended December 31,
2008.




16




COASTAL
CARIBBEAN OILS & MINERALS, LTD.


FORM
10-Q


PART
II - OTHER INFORMATION





March
31, 2009





ITEM
      6
            Exhibits





31.1 Certification
pursuant to Rule 13a-14 by Phillip W. Ware





32.1   Certification
pursuant to Section 906 by Phillip W. Ware





17




COASTAL
CARIBBEAN OILS & MINERALS, LTD.


FORM
10-Q


March
31, 2009




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.





COASTAL CARIBBEAN OILS & MINERALS,
      LTD.RegistrantDate:  May
      18, 2009
              
              By
              /s/ Phillip W. WarePhillip
      W. WareChief
      Executive Officer,President
      and Treasurer





18