**UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549

**FORM
10-QSB**

[X]
    Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For the quarterly period endedMarch
      31, 2005[
       ]
    Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For the transition period___________to__________Commission File Number:333-82636

Delta
Oil & Gas, Inc.
(Exact
name of small Business Issuer as specified in its charter)

Colorado
    91-2102350(State
      or other jurisdiction of incorporation or organization)
    (IRS Employer Identification No.)


1122
      6thStreet, Seattle, Washington 98109(Address
      of principal executive offices)

866-355-3644(Issuer’s
      telephone number)_______________________________________________________________(Former
      name, former address and former fiscal year, if changed since last
      report)


Check
whether the issuer (1) 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 issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X] Yes [
] No

State
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:42,496,750common
shares as of May 11, 2005

Transitional
Small Business Disclosure Format (check one): Yes [ ] No [X]
***Table of
Contents***

TABLE OF
      CONTENTS
    PagePART I - FINANCIAL INFORMATIONItem 1:
    Financial Statements
    3Item 2:
    Management Discussion and
    Analysis
    4Item 3:
    Controls and Procedures
    7PART II - OTHER INFORMATIONItem 1:
    Legal Proceedings
    8Item 2:
    Unregistered Sales of Equity Securities and Use
      of Proceeds
    8Item 3:
    Defaults Upon Senior Securities
    8Item 4:
    Submission of Matters to a Vote of Security
      Holders
    8Item 5:
    Other Information
    8Item 6:
    Exhibits
    92
***Table of
Contents*****PART I - FINANCIAL INFORMATION**

**Item
1.****Financial
Statements**

Our
unaudited consolidated financial statements included in this Form 10-QSB are as
follows:

(a)
    Balance
      Sheet as of March 31, 2005;
(b)
    Consolidated
      Statements of Operations for the three month periods ended March 31, 2005
      and 2004;
(c)
    Consolidated
      Statements of Cash Flow for the three month periods ended March 31, 2005
      and 2004;
(d)
    Consolidated
      Statement of Changes in Stockholders’ Equity (Deficiency) for period from
      inception, January 9, 2001, to March 31, 2005;
and
(e)
    Notes
      to Consolidated Financial Statements.

These
unaudited consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and the SEC instructions to Form 10-QSB. In
the opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the interim period ended
March 31, 2005 are not necessarily indicative of the results that can be
expected for the full year.
3
***Table of
Contents***


DELTA OIL
& GAS, INC.
(A
Development Stage Company)


CONSOLIDATED
FINANCIAL STATEMENTS


MARCH 31,
2005
(Unaudited)
(Stated
in U.S. Dollars)

***Table of
Contents***

DELTA OIL
& GAS, INC.
(A
Development Stage Company)

CONSOLIDATED
BALANCE SHEETS
(Unaudited)
(Stated
in U.S. Dollars)

**MARCH
      31**
    DECEMBER
      31**2005**
    2004**ASSETS****Current**Cash
    **$**
    **107,926**
    $
    -Accounts
      receivable
    
    **8,232**
    
    7,863Prepaid
      expenses
    
    **1,071**
    
    -**117,229**
    
    7,863**Natural
      Oil And Gas Properties**Proved
      property
    
    **1,272**
    
    1,272Unproved
      properties
    
    **1,012,038**
    
    50,000**1,013,310**
    
    51,272**Other
      Equipment**Computer
      equipment
    
    **3,492**
    
    1,741Less:
      Accumulated depreciation
    
    **(1,741)**
    
    1,741**1,751**
    
    -**$**
    **1,132,290**
    $
    59,135**LIABILITIES****Current**Excess
      of cheques issued over funds on deposit
    **$**
    **-**
    $
    5,283Accounts
      payable
    
    **27,258**
    
    16,679Accrued
      interest payable
    
    **-**
    
    17,362Advances
      payable
    
    **-**
    
    7,974Due
      to related party
    
    **-**
    
    13,122**27,258**
    
    60,420**Promissory
      Note Payable**
    
    **37,783**
    
    37,254**65,041**
    
    97,674**STOCKHOLDERS’
      EQUITY (DEFICIENCY)****Share
      Capital**Authorized:100,000,000
      common voting shares, par value $0.001 per share25,000,000
      preferred shares, par value $0.001 per shareIssued
      and outstanding:41,296,750
      common shares at March 31, 2005 and December31,
      2004
    
    **41,297**
    
    41,297Additional
      paid-in capital
    
    **63,328**
    
    63,328Share
      subscriptions received
    
    **1,300,000**
    
    160,000**Deficit
      Accumulated During The Development Stage**
    
    **(337,376)**
    
    (303,164)**1,067,249**
    
    (38,539)**$**
    **1,132,290**
    $
    59,135

The
accompanying notes are an integral part of these financial
statements.
F - 1
***Table of
Contents***


DELTA OIL
& GAS, INC.
(A
Development Stage Company)

CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited)
(Stated
in U.S. Dollars)


PERIOD
      FROMINCEPTIONJANUARY
      9**THREE
      MONTHS ENDED**
    2001
      TO**MARCH
      31**
    MARCH
      31**2005**
    2004
    2005**Revenue**Oil
      and gas sales
    **$**
    **1,936**
    $
    2,376
    $
    88,699**Costs
      And Expenses**Oil
      and gas operating expenses
    
    **1,322**
    
    1,563
    
    30,626General
      and administration
    
    **34,826**
    
    5,421
    
    173,944Depreciation
      and depletion
    
    **-**
    
    1,385
    
    37,312Impairment
      of oil and gas properties
    
    **-**
    
    -
    
    65,503Dry
      well costs written off
    
    **-**
    
    -
    
    118,690**36,148**
    
    8,369
    
    426,075**Net
      Loss For The Period**
    **$**
    **(34,212)**
    $
    (5,993)
    $
    (337,376)**Basic
      And Diluted Net Loss Per Share**
    **$**
    **(0.01)**
    $
    (0.01)**Weighted
      Average Number Of**
      **Outstanding
      Shares**
    
    **41,296,750**
    
    41,296,750

The
accompanying notes are an integral part of these financial
statements.

F - 2
***Table of
Contents*****


****


****


**DELTA OIL & GAS, INC.**




**(A
Development Stage Company)**





**CONSOLIDATED
STATEMENTS OF CASH FLOWS**


**(Unaudited)**


**(Stated
in U.S. Dollars)**





PERIOD
      FROMINCEPTIONJANUARY
      9**THREE
      MONTHS ENDED**
    2001
      TO**MARCH
      31**
    MARCH
      31**2005**
    2004
    2005**Cash
      Flows From (Used By) Operating Activities**Net
      loss for the period
    **$**
    **(34,212)**
    $
    (5,993)
    $
    (337,376)**Adjustments
      To Reconcile Net Loss To Net Cash Used By Operating
      Activities**Depreciation
      and depletion
    
    **-**
    
    1,385
    
    37,312Impairment
      of oil and gas properties
    
    **-**
    
    -
    
    65,503Dry
      well costs written off
    
    **-**
    
    -
    
    118,690Change
      in operating assets and liabilities:Accounts
      receivable
    
    **(369)**
    
    433
    
    (8,232)Accounts
      payable
    
    **10,579**
    
    3,248
    
    27,258Accrued
      interest payable
    
    **(17,362)**
    
    -
    
    -Prepaid
      expenses
    
    **(1,071)**
    
    2,143
    
    (1,071)**Net
      Cash From (Used By) Operating**
      **Activities**
    
    **(42,435)**
    
    1,216
    
    (97,916)**Cash
      Flows Used By Investing Activities**Purchase
      of oil and gas properties
    
    **(962,038)**
    
    -
    
    (1,233,074)Purchase
      of other equipment
    
    **(1,751)**
    
    -
    
    (3,492)**Net
      Cash Used By Investing Activities**
    
    **(963,789)**
    
    -
    
    (1,236,566)**Cash
      Flows From Financing Activities**Issue
      of common stock
    
    **-**
    
    -
    
    104,625Share
      subscriptions received
    
    **1,140,000**
    
    -
    
    1,300,000Due
      to related party
    
    **(13,122)**
    
    -
    
    -Advances
      payable (repaid)
    
    **(7,974)**
    
    -
    
    -Promissory
      note payable
    
    **529**
    
    -
    
    37,783**Net
      Cash From Financing Activities**
    
    **1,119,433**
    
    -
    
    1,442,408**Increase
      In Cash**
    
    **113,209**
    
    1,216
    
    107,926**Cash
      (Excess Of Cheques Issued Over**
      **Funds
      On Deposit), Beginning Of Period**
    
    **(5,283)**
    
    63
    
    -**Cash,
      End Of Period**
    **$**
    **107,926**
    $
    1,279
    $
    107,926








The
accompanying notes are an integral part of these financial
statements.




F - 3
 ***Table of
Contents***






DELTA OIL & GAS, INC.




**(A
Development Stage Company)**





**CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)**





**PERIOD
FROM INCEPTION, JANUARY 9, 2001, TO MARCH 31, 2005**


**(Unaudited)**


**(Stated
in U.S. Dollars)**











**DEFICIT****COMMON
      STOCK**
    **ACCUMULATED****NUMBER
      OF**
    
    **ADDITIONAL**
    **SHARE**
    **DURING
      THE****COMMON**
    **PAR**
    **PAID-IN**
    **SUBSCRIPTIONS**
    **DEVELOPMENT****SHARES**
    **VALUE**
    **CAPITAL**
    **RECEIVED**
    **STAGE**
    **TOTAL**Shares
      issued for cashat
      $0.00018
    13,750,000
    $
    13,750
    $
    (11,250)
    $
    -
    $
    -
    $
    2,500Shares
      issued for cashat
      $0.0036
    27,500,000
    
    27,500
    
    72,500
    
    -
    
    -
    
    100,000Shares
      issued for cashat
      $0.045
    46,750
    
    47
    
    2,078
    
    -
    
    -
    
    2,125Net
      loss for the period
    -
    
    -
    
    -
    
    -
    
    (184,407)
    
    (184,407)Balance,
      December 31,2001
    41,296,750
    
    41,297
    
    63,328
    
    -
    
    (184,407)
    
    (79,782)Net
      loss for the year
    -
    
    -
    
    -
    
    -
    
    (62,760)
    
    (62,760)Balance,
      December 31,2002
    41,296,750
    
    41,297
    
    63,328
    
    -
    
    (247,167)
    
    (142,542)Net
      loss for the year
    -
    
    -
    
    -
    
    -
    
    (24,423)
    
    (24,423)Balance,
      December 31,2003
    41,296,750
    
    41,297
    
    63,328
    
    -
    
    (271,590)
    
    (166,965)Share
      subscriptionsreceived
    -
    
    -
    
    -
    
    160,000
    
    -
    
    160,000Net
      loss for the year
    -
    
    -
    
    -
    
    -
    
    (31,574)
    
    (31,574)Balance,
      December 31, 2004
    41,296,750
    
    41,297
    
    63,328
    
    160,000
    
    (303,164)
    
    (38,539)Share
      subscriptions received
    -
    
    -
    
    -
    
    1,140,000
    
    -
    
    1,140,000Net
      loss for the period
    -
    
    -
    
    -
    
    -
    
    (34,212)
    
    (34,212)Balance,
      March 31, 2005
    41,296,750
    $
    41,297
    $
    63,328
    $
    1,300,000
    $
    (337,376)
    $
    1,067,249







The
accompanying notes are an integral part of these financial
statements.




F - 4
 ***Table of
Contents***




DELTA OIL & GAS, INC.




**(A
Development Stage Company)**





**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**





**MARCH
31, 2005**


**(Unaudited)**


**(Stated
in U.S. Dollars)**











**1.**
    **BASIS
      OF PRESENTATION**





The
unaudited consolidated financial statements as of March 31, 2005 included herein
have been prepared without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with United
States generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. It is suggested that these consolidated
financial statements be read in conjunction with the December 31, 2004 audited
financial statements and notes thereto.








**2.**
    **ORGANIZATION
      AND BUSINESS**





The
Company is a development stage, independent natural gas and oil company engaged
in the exploration, development and acquisition of natural gas and oil
properties in the United States. Delta’s entry into the natural gas and oil
business began on February 7, 2001.





The
Company was incorporated as a Colorado corporation on January 9,
2001.








**3.**
    **OIL
      AND GAS PROPERTIES**





On
February 7, 2001, the Company acquired an 8.9% working interest in a gas well
located in California at a cost of $90,000. The well commenced production in
February 2001 following a redrill.





During
the year ended December 31, 2004, the Company, through its wholly-owned Canadian
subsidiary, Delta Oil & Gas (Canada) Inc., entered into two Participation
Proposal Agreements to acquire an interest in lands and leases in Alberta,
Canada. The Company has paid a $50,000 deposit relating the
agreements.





During
the three months period ended March 31, 2005, the Company acquired a 20% working
interest in 13.75 sections (8,800 acres) of land in Todd Creek, Alberta, Canada,
for the purchase price of $597,263. The Company also has an option to acquire an
additional 15% interest in 7 additional sections of land. The option terminates
on December 31, 2006.





During
the three months period ended March 31, 2005, the Company acquired a 10% working
interest in 1 section (64 acres) of land in Hillspring, Alberta, Canada, for the
purchase price of $414,766. The Company also has an option to acquire an
additional 10% working interest in an additional 1.25 sections. The option
terminates on July 1, 2005.




F - 5
 ***Table of
Contents***





**DELTA
OIL & GAS, INC.**


**(A
Development Stage Company)**





**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**





**MARCH
31, 2005**


**(Unaudited)**


**(Stated
in U.S. Dollars)**











**4.**
    **SUBSEQUENT
      EVENTS**





Subsequent
to March 31, 2005, the Company issued 1,200,000 units at a price of $1.00 per
unit for proceeds of $1,200,000, of which $1,140,000 was received during the
three month period ended March 31, 2005. Each unit consists of one common share
and one common share purchase warrant exercisable within 5 years at an exercise
price of $1.50.








F - 6
 ***Table of
Contents***




**Item 2.     Management’s
Discussion and Analysis or Plan of Operation**


**Forward-Looking
Statements**
 
 Historical
results and trends should not be taken as indicative of future operations.
Management’s statements contained in this report that are not historical facts
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Actual results may differ materially from those
included in the forward-looking statements. The Company intends such
forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and is including this statement for purposes of complying with
those safe-harbor provisions. Forward-looking statements, which are based on
certain assumptions and describe future plans, strategies and expectations of
the Company, are generally identifiable by use of the words “believe,”
“expect,” “intend,” “anticipate,” “estimate,” “project,” “prospects,” or similar
expressions. The Company’s ability to predict results or the actual effect of
future plans or strategies is inherently uncertain. Factors which could have a
material adverse affect on the operations and future prospects of the Company on
a consolidated basis include, but are not limited to: unanticipated
problems relating to exploration, hazards such as pollution, or other hazards
which cannot be insured against or predicted, changes
in economic conditions, availability of capital, competition, and generally
accepted accounting principles. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue reliance should
not be placed on such statements. Further information concerning the Company and
its business, including additional factors that could materially affect the
Company’s financial results, is included herein and in the Company’s other
filings with the Securities and Exchange Commission.
 
 **Management’s
Discussion and Analysis**
 
 We
are an exploration company focused on developing North American oil and natural
gas reserves. Our current focus is on the exploration of our land portfolio
comprised of working interests in highly prospective acreage in the Southern
Alberta Foothills area. The disclosure that follows discusses each property that
we have an interest in.
 
 Liberty
Valance Well
 
 On
February 7, 2001, we acquired an 8.9% working interest in a production gas well
styled the Liberty Valance RD1 Gas Unit (“Liberty Valance” or the “well”). The
well is located in the Rancho Capay Gas Field in Glenn County, California. Our
interest was acquired by us at a cost of $90,000. The well is operated by
Production Specialties Company (the “operator”) pursuant to an Operating
Agreement dated December 29, 2000. Under the Operating Agreement, we are
considered a non-operator. The operator markets each non-operator’s share of gas
production from the well and deducts all royalty burdens and operating expenses
prior to the distribution of revenues.
 
 Proved
reserves are estimated quantities of natural gas and oil that geological and
engineering data demonstrate with reasonable certainty to be recoverable in
future years from known reservoirs under existing economic and operating
conditions. Proved developed reserves are proved reserves that reasonably can be
expected to be recovered through existing wells with existing equipment and
operating methods.
 
 4
 ***Table of
Contents***
 
 Based
upon a reserve report, reserves in the Liberty Valance Well were estimated at
1,284 (MCF) on December 31, 2004 translating in an estimate of $2,121 for the
standardized measure of discounted cash flows remaining from
reserves.
 
 Coalinga
Prospect
 
 On
July 5, 2001, we acquired for consideration of $50,000, the right to participate
to the extent of a 2.5% working interest in the Coalinga Prospect in Fresno
County, California. The Coalinga Prospect is approximately 5,000 acres in oil
and gas leases. Some of the $50,000 consideration paid for our 2.5% interest on
July 5, 2001, compensated our predecessors in interest for shared development
cost attributed to the 2.5% interest paid through that date. Since July 5, 2001,
we have paid $108,690 toward development of the Coalinga Prospect.
 
 The
first prospect was tested with a 12,000 foot well known as Olympic Coalinga No.
1. Even though certain intervals encountered totaling 49 feet returned excellent
resistivity, the well was dry and is capped. We are obligated to contribute 2.5%
of all drilling costs in the Coalinga Prospect in order to share in any
recovery. We expended $108,690 on Olympic Coalinga No. 1 which was a dry hole.
No drilling in the Coalinga Prospect is taking place at the present time or is
anticipated to occur in the foreseeable future. Accordingly, the entirety of the
Coalinga Prospect at the present time is undeveloped acreage consisting of 8,360
acres of which our interest is 2.5%.
 
 Todd
Creek (Twp. 9 Range 2W5) and Hillspring Prospect (Twp. 5, 6 Range 29-30W4M)
 
 On
November 26, 2004, through our wholly owned Canadian subsidiary, Delta Oil &
Gas (Canada), Inc., we entered into two agreements (the "Agreements") with Win
Energy Corporation, ("Win") an Alberta based Oil & Gas Exploration Company,
in order to acquire an interest in lands and leases owned by Win. On or about
January 25, 2005, we paid Win the full purchase price set forth in the
Agreements and acquired a working interest in two prospective properties known
as Todd Creek and Hillspring. Both properties are located approximately 90 miles
south of Calgary, Alberta in the Southern Alberta Foothills belt.
 
 Todd
Creek
 
 We
acquired a 20% working interest in 13.75 sections of land (8800 acres) in Todd
Creek for the purchase price of $597,263 (US dollars). We also have an option to
acquire an additional 15% interest in 7 additional sections of land (4,480
acres). This option terminates on December 31, 2006.
 
 Included
in the acquisition is a test well that has been drilled and cased. Under the
terms of this agreement, Win shall assume all costs of drilling and completing
or abandoning the test well up to gross costs of $1,330,000. Thereafter, we will
assume responsibility for 20% of all costs, risks, and expenses relating to the
test well.
 
 We
have commenced drilling on a well located in Todd Creek property. Following the
drilling and evaluation of this well, further drilling is anticipated during the
second half of the year on this property.
 
 Hillspring
Prospect
 
 We
acquired a 10% working interest in one section of land (640 acres) in Hillspring
for the purchase price of $414,766 (US dollars). We also have an option to
acquire an additional 10% working interest in 1.25 sections in the immediate
area. This option terminates on July 1, 2005.
  5
 ***Table of
Contents***
  Results
of Operations
 
 For
the three month period ended March 31, 2005, we earned revenues from gas sales
of $1,936, compared to revenue of $2,376 for the same three month period in the
prior year. Our revenue was entirely attributable to sales of natural gas from
the Liberty Valance Well. The decrease is our reported revenue is attributable
to the depletion of the reserves in the Liberty Valance Well. During the
reporting period, we acquired a working interest in two prospective properties
known as Todd Creek and Hillspring located approximately 90 miles south of
Calgary, Alberta in the Southern Alberta Foothills belt. We anticipate that our
revenues will increase if proved reserves that are capable of being mined are
found on our recently acquired properties and subsequently sold.
 
 For
the three month period ended March 31, 2005 we incurred costs and expenses in
the amount of $36,148, compared to costs and expenses of $8,369 for the same
three month period in the prior year. Our expense during the three months ended
March 31, 2004 primarily consisted of general and administrative expenses in the
amount of $34,826. This significant increase in costs and expenses is
attributable to administrative expenses we incurred in connection with the
following:
 
 ·
    our
      acquisition of the Todd Creek and Hillspring
properties,
 ·
    development
      of our corporate website located atwww.deltaoilandgas.com,
      and
 ·
    the
      acquisition of additional office space.
 
 **Assets**
 
 As
of March 31, 2005, we had current assets of $117,229, and total assets in the
amount of $1,132,290. We had total assets in the amount of $59,135 as of
December 31, 2004. The increase in our total assets in primarily attributable
our acquisition of the Todd Creek and Hillspring properties during the reporting
period that was booked as unproved oil and gas properties in the amount of
$1,012,038.
 
 **Liabilities
and Stockholders Deficit**
 
 Our
only liability as of March 31, 2004 was accounts payable in the amount of
$65,041.
 
 **Liquidity
and Capital Resources**
 
 As
of March 31, 2005, we had total assets of $117,229 and total liabilities in the
amount of $65,041. As a result, on March 31, 2005 we had working capital of
$52,188.
 
 On
February 1, 2005, we complete a private equity offering and raised proceeds in
the amount of $1,200,000. The increase in our cash since December 31, 2004 was
primarily attributable to the proceeds raised in this offering. This financing
was primarily used to acquire the Todd Creek and Hillspring properties. The
revenue we generate from a producing well currently does not exceed our
operating expenses. Following the acquisition of these properties, we still
anticipate the need to raise significant capital through the sale of equity
securities on a private or public basis in order to sustain operations and
participate in future drilling and/or other oil and gas development projects. It
is uncertain whether we will be able to obtain the necessary
capital.
 
 We
intend to fund operations over the next twelve months through increased revenue
from oil and gas sales resulting from our property acquisitions and debt and/or
equity financing arrangements, which may be insufficient to fund our capital
expenditures, working capital or other cash requirements for the next twelve
months. The completion of our business plan for the next 12 months is contingent
upon us
 
 6
 ***Table of
Contents***
 
 obtaining
additional financing. If we are unable to obtain additional financing, the full
implementation of our business plan will be impaired.
 
 **Going
Concern**
 
 Our
independent auditors have stated in their Auditor’s Report for the fiscal year
ended December 31, 2004 that we have suffered recurring losses and net cash
outflows from development stage activities. To achieve profitable operations, we
require additional capital for obtaining producing oil and gas properties
through either the purchase of producing wells or successful exploration
activity. As a result, our auditor’s concluded that there is a substantial doubt
about our ability to continue as a going concern.
 
 **Revenue
Recognition**
 
 We
use the sale method of accounting for natural gas and oil reserves. Under this
method, revenues are recognized based on actual volumes of gas and oil sold to
purchasers. Volumes sold may differ from the volumes to which we are entitled,
based on our interests in the properties. Differences between volumes sold and
entitled volumes create oil and gas imbalances which will be generally reflected
as adjustments to reported proved oil and gas reserves and future cash flows in
the supplemental oil and gas disclosures. If excess takes of natural gas or oil
exceed our estimated remaining proved reserves for a property, a natural gas or
oil imbalance liability will be recorded in the balance sheet.
 
 **Item 3.     Controls and Procedures**
 
 We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of March 31, 2005. This evaluation was carried out
under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, Mr. Douglas Bolen. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that, as of March
31, 2005, our disclosure controls and procedures are effective. There have been
no significant changes in our internal controls over financial reporting during
the quarter ended March 31, 2005 that have materially affected or are reasonably
likely to materially affect such controls.
 
 Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
 
 Limitations
on the Effectiveness of Internal Controls
 
 Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. An internal 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
 
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 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 internal
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, control may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate.
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  **PART II - OTHER INFORMATION**
 
 
 **Item 1.     Legal
Proceedings**
 
 We
are not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
 
 **Item 2.     Unregistered Sales
of Equity Securities and Use of Proceeds**
 
 The
information set forth below discloses all issuance of our equity securities
without registration under the Securities Act of 1933 during the reporting
period.
 
 On
February 1, 2005, we completed an offering of 1,200,000 Units at $1.00 per Unit
to a total of three (3) investors. Each Unit consisted of one (1) share of
common stock, par value $0.001, and one (1) Warrant (the "Warrant") to purchase
one (1) share of common stock, exercisable for five (5) years from the closing
of the offering. The exercise price for the Warrant was priced at $1.50. The
total amount we received from this offering was $1,200,000. Assuming that all of
the warrants are exercised by the investors, the gross proceeds received from
the warrants will equal $1,800,000.
 
 We
completed this offering pursuant to Regulation S of the Securities Act. Each
purchaser represented to us that he was a non-US person as defined in Regulation
S. We did not engage in a distribution of this offering in the United States.
Each purchaser represented his intention to acquire the securities for
investment only and not with a view toward distribution. We requested our stock
transfer agent to affix appropriate legends to the stock certificate issued to
each purchaser in accordance with Regulation S and the transfer agent affixed
the appropriate legends. Each investor was given adequate access to sufficient
information about us to make an informed investment decision. None of the
securities were sold through an underwriter and accordingly, there were no
underwriting discounts or commissions involved. No registration rights were
granted to any of the purchasers.
 
 **Item 3.     Defaults upon Senior
Securities**
 
 None.
 
 **Item 4.     Submission of Matters
to a Vote of Security Holders**
 
 No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the reporting period.
 
 **Item 5.     Other
Information**
 
 None.
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  **Item 6.      Exhibits**
 
 **Exhibit Number**
    **Description of Exhibit**31.1
    Certification of Chief Executive Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200231.2
    Certification of Chief Financial Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200232.1
    Certification of Chief Executive
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002
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  **SIGNATURES**
 
 In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
 
 **Delta
      Oil & Gas, Inc.**Date:
    May
      12, 2005By:       /s/
      Douglas Bolen
      Douglas
      Bolen
      Title:**Chief
      Executive Officer, Chief Financial Officer, and
      Director**


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