UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-Q**





**x** **** QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For
      the
      quarterly period ended September 30, 2008




 ̈ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT


For
      the
      transition period from _____ to _____





**OSAGE
      EXPLORTION AND DEVELOPMENT, INC.**


(Exact
      name of small business issuer as specified in its charger)





Delaware
            
            0-52718
            
            26-0421736(State
                or other jurisdiction
              of
                incorporation or
              organization)
            
            (Commission
                File No.)
            
            (I.R.S.
                Employer
              Identification
                No.)





2445
                5thAvenue
              Suite
                310
              San
                Diego, CA 92101
              (Address
                of principal executive offices)
            
            (619)
                677-3956
              (Issuer’s
                telephone number)





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 past 12 month (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.





Yesx
            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
      in
      Rule 12b-2 of the Exchange Act.





Large
                Accelerated Filer ̈
            
            Accelerated
                Filer ̈Non-Accelerated
                Filer ̈
            
            Smaller
                Reporting Companyx





Indicate
      by check mark whether the registrant is a shell company (as defined in section
      12b-2 of the Exchange Act)




Yes ̈
            Nox





The
      number of outstanding shares of the registrant’s Common Stock, $0.0001 par
      value, as of November 11, was 40,559,775.





**OSAGE
      EXPLORATION AND DEVELOPMENT, INC. AND SUBSIDIARY**





**TABLE
      OF CONTENTS**





PagePART
                I – FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements (unaudited)Consolidated
                Balance Sheets; September 30, 2008 and December 31, 2007
            
            1Consolidated
                Statement of Operations; Three and Nine Months ended September 30,
                2008and
                September 30, 2007
            
            2Consolidated
                Statement of Cash Flows; Nine Months ended September 30, 2008 and
                September 30, 2007
            
            3Notes
                to Consolidated Financial Statements
            
            4Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            
            11Item
                3.
            Quantitative
                and Qualitative Disclosures about Market Risk
            
            19Item
                4.
            Controls
                and Procedures
            
            19PART
                II – OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            
            20Item
                1.A.
            Risk
                Factors
            
            20Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            20Item
                3
            Default
                upon Senior Securities
            
            20Item
                4
            Submission
                of Matters to a Vote of Security Holders
            
            20Item
                5
            Other
                Information
            
            20Item
                6
            Exhibits
            
            20Signatures
            
            
            21




ii


**PART
      I. FINANCIAL INFORMATION**





Item
      1.
      Financial Statements




OSAGE
      EXPLORATION AND DEVELOPMENT, INC. AND SUBSIDIARY


BALANCE
      SHEETS




September 30, 2008
            
            December 31, 2007(unaudited)**ASSETS**Current
                Assets:Cash
                and cash equivalents
            
            $
            972,237
            
            $
            689,545Short
                term Investments
            
            
            122,552
            
            $
            -Colombian
                Deposits (Note 4)
            
            
            800,577
            
            
            1,029,601Accounts
                Receivable
            
            
            269,349
            
            
            11,541Bank
                CD pledged for Letter of Credit (Note 6)
            
            
            144,818
            
            
            147,043Other
                Current Assets
            
            
            97,066
            
            
            -Prepaid
                Expenses
            
            
            87,455
            
            
            64,632Inventory
            
            
            35,373
            
            
            -Deposits
                (Note 5)
            
            
            -
            
            
            140,000Deferred
                Financing Costs
            
            
            -
            
            
            33,638Total
                Current Assets
            
            
            2,529,427
            
            
            2,116,000Property
                and Equipment, at cost (Note 2):Oil
                and gas properties and equipment
            
            
            2,366,969
            
            
            253,641Capitalized
                asset retirement costs
            
            
            13,675
            
            
            13,675Other
                property & equipment
            
            
            58,544
            
            
            23,5202,439,188
            
            
            290,836Less:
                accumulated depletion, depreciation and amortization
            
            
            (141,275
            )
            
            (10,761
            )2,297,913
            
            
            280,075Deposits
                (Note 5)
            
            
            82,000
            
            
            82,000Bank
                CD pledged for Bond
            
            
            30,000
            
            
            30,000Total
                Assets
            
            $
            4,939,340
            
            $
            2,508,075**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                Liabilities:Accounts
                payable
            
            $
            332,627
            
            $
            53,491Income
                Tax Payable
            
            
            370,558Accrued
                Expenses
            
            
            111,577Current
                Maturity of Promissory Note (Note 10)
            
            
            3,740
            
            
            3,518Unsecured
                Convertible Promissory Note, net of $0 and $652,753 of unamortized
                discount as of September 30, 2008 and December 31, 2007, respectively
                (Note 9)
            
            
            -
            
            
            447,247Total
                Current Liabilities
            
            
            818,502
            
            
            504,256Promissory
                Note, net of Current Maturity (Note 10)
            
            
            4,473
            
            
            7,289Liability
                for Asset Retirement Obligations (Note 14)
            
            
            17,789
            
            
            16,547Commitments
                and Contingencies (Note 11)Stockholders'
                Equity:Common
                stock, $0.0001 par value, 190,000,000 shares authorized; 40,559,775
                and
                35,959,775 shares issued and outstanding as of September 30, 2008
                and
                December 31, 2007, respectively.
            
            
            4,055
            
            
            3,595Additional-Paid-in-Capital
            
            
            10,897,653
            
            
            7,478,768Deferred
                Compensation
            
            
            (696,917
            )
            
            (2,750,201
            )Stock
                Purchase Notes Receivable
            
            
            (142,500
            )
            
            (309,875
            )Accumulated
                Deficit
            
            
            (5,499,705
            )
            
            (2,413,373
            )Accumulated
                Other Comprehensive Loss - Currency Translation
                (Loss)/Gain
            
            
            (464,010
            )
            
            (28,931
            )4,098,576
            
            
            1,979,983Total
                Liabilities and Stockholders' Equity
            
            $
            4,939,340
            
            $
            2,508,075





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





1


OSAGE
        EXPLORATION AND DEVELOPMENT, INC. AND SUBSIDIARY
 STATEMENT
        OF OPERATIONS




Nine Months Ended September 30,
            
            Three Months Ended September 30,2008
            
            2007
            
            2008
            
            2007(unaudited)
            
            (unaudited)
            
            (unaudited)
            
            (unaudited)Operating
                RevenuesOil
                & Gas Sales
            
            $
            1,558,502
            
            $
            225,238
            
            $
            636,199
            
            $
            62,538Pipeline
                Revenues
            
            
            494,007
            
            
            -
            
            
            298,824
            
            
            -Total
                Operating Revenues
            
            
            2,052,509
            
            
            225,238
            
            
            935,023
            
            
            62,538Operating
                Costs and ExpensesOperating
                Expenses
            
            
            516,181
            
            
            73,358
            
            
            157,716
            
            
            22,529Depreciation,
                Depletion and Accretion
            
            
            130,514
            
            
            5,447
            
            
            66,252
            
            
            2,178Stock
                Based Compensation Expense
            
            
            2,221,284
            
            
            -
            
            
            689,424
            
            
            -General
                and Administrative Expenses
            
            
            1,313,122
            
            
            401,748
            
            
            522,618
            
            
            143,546Total
                Operating Costs and Expenses
            
            
            4,181,101
            
            
            480,553
            
            
            1,436,010
            
            
            168,253Operating
                (Loss)
            
            
            (2,128,592
            )
            
            (255,315
            )
            
            (500,987
            )
            
            (105,715
            )Other
                Income (Expenses):Interest
                Income
            
            
            109,190
            
            
            46,702
            
            
            30,829
            
            
            42,233Interest
                Expense
            
            
            (754,446
            )
            
            (797,272
            )
            
            (253,312
            )
            
            (276,431
            )Other
            
            
            3,802
            
            
            
            
            
            866(Loss)
                before Income Taxes
            
            
            (2,770,046
            )
            
            (1,005,885
            )
            
            (722,604
            )
            
            (339,913
            )Provision
                for Income Taxes
            
            
            316,287
            
            
            -
            
            
            232,617
            
            
            -Net
                (Loss)
            
            
            (3,086,333
            )
            
            (1,005,885
            )
            
            (955,221
            )
            
            (339,913
            )Other
                Comprehensive Income, net of tax:Foreign
                Currency Translation Adjustment
            
            
            (435,079
            )
            
            (31,795
            )
            
            (426,488
            )
            
            (31,795
            )Other
                Comprehensive Income
            
            
            (435,079
            )
            
            (31,795
            )
            
            (426,488
            )
            
            (31,795
            )Comprehensive
                (Loss)
            
            $
            (3,521,412
            )
            $
            (1,037,680
            )
            $
            (1,381,709
            )
            $
            (371,708
            )Basic
                and Diluted Loss per Share
            
            $
            (0.08
            )
            $
            (0.03
            )
            $
            (0.02
            )
            $
            (0.01
            )Weighted
                average number of common share and common share equivalents used
                to
                compute basic and dilluted Loss per Share
            
            
            38,070,359
            
            
            31,240,867
            
            
            39,459,775
            
            
            32,986,677





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





2


OSAGE
        EXPLORATION AND DEVELOPMENT, INC. AND SUBSIDIARY
 STATEMENT
        OF CASH FLOWS




2008
              
              2007(unaudited)
              
              (unaudited)Cash
                  flows from Operating Activities:Net
                  (Loss)
              
              $
              (3,086,333
              )
              $
              (1,005,885
              )Adjustments
                  to reconcile net (loss) to net cash used by operating
                  activites:Beneficial
                  Conversion of Convertible Debenture
              
              
              652,753
              
              
              365,032Amortization
                  of shares issued with Secured Convertible Debenture
              
              
              
              
              
              250,000Amortization
                  of Warrants issued with Convertible Debenture
              
              
              
              
              
              111,481Amortization
                  of Deferred Compensation
              
              
              2,053,284Shares
                  issued for services
              
              
              168,000Accretion
                  of Asset Retirment Obligation
              
              
              1,242
              
              
              1,128Amortization
                  of Deferred Financing Costs
              
              
              33,638
              
              
              10,067Issuance
                  of shares for Accrued Interest
              
              
              
              
              
              58,700Provision
                  for depletion, depreciation amortization and valuation
                  allowance
              
              
              130,514
              
              
              5,447Changes
                  in operating assets and liabitlies:(Increase)
                  in accounts receivable
              
              
              (197,188
              )
              
              (5,209
              )(Increase)
                  in other current assets
              
              
              (34,298
              )(Increase)
                  in inventory
              
              
              (29,399
              )(Increase)
                  in prepaid expenses
              
              
              (22,823
              )
              
              (89,176
              )Increase/(Decrease)
                  in bank overdraft
              
              
              
              
              
              (4,138
              )Increase/(decrease)
                  in accounts payable and accrued expenses
              
              
              240,099
              
              
              (26,102
              )Net
                  cash used by operating activities
              
              $
              (90,511
              )
              $
              (328,655
              )Cash
                  flows from Investing Activities:Bank
                  CD pledged for Letter of Credit
              
              
              
              
              
              (144,000
              )Investments
                  in pipeline
              
              
              (421,880
              )Cash
                  acquired with Cimarrona Acquisition
              
              
              480,793Return
                  of deposit made on potential asset acquisition
              
              
              140,000Purchase
                  of Non Oil & Gas property
              
              
              (35,024
              )
              
              (17,717
              )Interest
                  earned on Bank CD pledged for Letter of Credit
              
              
              2,225
              
              
              (1,226
              )Interest
                  earned on Colombian Bonds
              
              
              4,970Maturity
                  of Colombian Bonds
              
              
              77,602Investment
                  in Colombian Deposits
              
              
              229,024
              
              
              (1,116,791
              )Investments
                  made on Colombian Oil & Gas Properties
              
              
              165,791
              
              
              (52,344
              )Net
                  cash provided (used) by investing activities
              
              
              643,501
              
              
              (1,332,078
              )Cash
                  flows from Financing Activities:Proceeds
                  from issuance of Stock and Warrant Units
              
              
              
              
              
              860,250Proceeds
                  from issuance of Common Stock
              
              
              
              
              
              427,500Proceeds
                  from issuance of Unsecured Convertible Promissory Note
              
              
              
              
              
              1,100,000Payment
                  of Debt Offering Costs
              
              
              
              
              
              (55,000
              )Proceeds
                  from payment on Stock Purchase Notes Receivable
              
              
              167,375
              
              
              250Proceeds
                  from issuance of Secured Convertible Debenture
              
              
              
              
              
              250,000Proceeds
                  from issuance of Promissory Note
              
              
              
              
              
              13,046Payments
                  on Promissory Notes
              
              
              (2,594
              )
              
              (1,087
              )Net
                  cash provided by financing activities
              
              
              164,781
              
              
              2,594,959Effect
                  of exchange rate on cash and cash equivalents
              
              
              (435,079
              )
              
              (31,795
              )Net
                  increase (decrease) in cash and cash equivalents
              
              
              282,692
              
              
              902,431Cash
                  and Cash equivalents beginning of period
              
              $
              689,545
              
              $
              -Cash
                  and Cash equivalents at end of period
              
              $
              972,237
              
              $
              902,431SUPPLEMENTAL
                  CASH FLOW INFORMATION:Cash
                  Payment for Interest
              
              
              66,813
              
              
              21,171Cash
                  Payment for Taxes
              
              
              317,590
              
              
              -Non-Cash
                  Transactions:Shares
                  issued with Secured Convertible Debenture
              
              
              
              
              
              250,000Shares
                  issued upon conversion of Secured Convertible Debenture and accrued
                  interest
              
              
              
              
              
              275,000Purchase
                  of Truck for Promissory Note
              
              
              
              
              
              13,046Shares
                  and Warrants issued in connection with acquisition of
                  Cimarrona
              
              
              2,128,845Shares
                  issued upon conversion of Unsecured Convertible Promissory
                  Note
              
              
              1,100,000





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





3




OSAGE
      EXPLORATION AND DEVELOPMENT, INC. AND SUBSIDIARY


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


September
      30, 2008 (unaudited)





1.
      BASIS
      OF PRESENTATION





Osage
      Exploration and Development, Inc. (“Osage” or the “Company”) has prepared the
      accompanying unaudited consolidated financial statements in accordance with
      accounting principles generally accepted (GAAP) in the United States of America
      (“USA”) for interim financial information and pursuant to the rules and
      regulations of the Securities and Exchange Commission (“SEC”) instructions to
      Form 10-Q and Item 310(b) of regulation S-K. These financial statements should
      be read together with the financial statements and notes in the Company’s 2007
      Form 10-KSB filed with the SEC. Certain information and footnote disclosures
      normally included in financial statements prepared in accordance with accounting
      principles generally accepted in the USA have been condensed or omitted. The
      accompanying financial statements reflect all adjustments and disclosures,
      which, in the Company’s opinion, are necessary for fair presentation. All such
      adjustments are of a normal recurring nature. The results of operations for
      the
      interim periods are not necessarily indicative of the results of the entire
      year.





The
      Company has incurred significant losses and had negative cash flow from
      operations in the last three years and in the nine months ended September 30,
      2008 and an accumulated deficit of $5,499,705 (unaudited) at September 30,
      2008
      and $2,413,373 at December 31, 2007. Substantial portions of the losses are
      attributable to legal and professional fees as well as interest expense. The
      Company's operating plans require additional funds that may take the form of
      debt or equity financings. There can be no assurance that any additional funds
      will be available. The Company's ability to continue as a going concern is
      in
      substantial doubt and is dependent upon achieving a profitable level of
      operations and obtaining additional financing.





Management
      of our Company has undertaken steps as part of a plan to improve operations
      with
      the goal of sustaining our operations for the next twelve months and beyond.
      These steps include (a) acquiring producing properties, (b) increasing our
      current production, (c) controlling overhead and expenses and (d) raising
      additional capital and/or obtaining financing.





There
      can
      be no assurance the Company can successfully accomplish these steps and it
      is
      uncertain the Company will achieve a profitable level of operations and obtain
      additional financing. There can be no assurance that any additional financings
      will be available to the Company on satisfactory terms and conditions, if at
      all. In the event we are unable to continue as a going concern, we may elect
      or
      be required to seek protection from our creditors by filing a voluntary petition
      in bankruptcy or may be subject to an involuntary petition in bankruptcy. To
      date, management has not considered this alternative, nor does management view
      it as a likely occurrence.





These
      consolidated financial statements do not give effect to any adjustments which
      would be necessary should the Company be unable to continue as a going concern
      and therefore be required to realize its assets and discharge its liabilities
      in
      other than the normal course of business and at amounts different from those
      reflected in the accompanying consolidated financial statements.





IMPACT
      OF
      RECENT ACCOUNTING PRONOUNCEMENTS





**Recent
      Pronouncements**





Fair
      Value Measurements





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      (‘SFAS”) SFAS No. 157, *“* Fair
      Value Measurements, *”* which
      establishes a framework for measuring fair value, and expands disclosures about
      fair value measurements required under the accounting pronouncements, but does
      not change existing guidance as to whether or not an instrument is carried
      at
      fair value. Additionally, it establishes a fair value hierarchy that prioritizes
      the information used to develop those assumptions. SFAS No. 157 is effective
      for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. Earlier application is
      encouraged, provided that the reporting entity has not yet issued financial
      statements for fiscal year, including financial statements for an interim period
      within the fiscal year. The Company has implemented SFAS No. 157 and believes
      it
      did not have a material impact on its consolidated financial
      statements.




4


Defined
      Benefit Pension and Other Postretirement Plans





In
      September 2006, the FASB, issued SFAS No. 158, “Employers’ Accounting for
      Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB
      Statements No. 87, 88, 106, and 132R,” which requires employers to recognize the
      underfunded or overfunded status of a defined benefit postretirement plan as
      an
      asset or liability in its statement of financial position and to recognize
      changes in the funded status in the year in which the changes occur through
      accumulated other comprehensive income. Additionally, SFAS No. 158 requires
      employers to measure the funded status of a plan as of the date of its year-end
      statement of financial position. The new reporting requirements and related
      new
      footnote disclosure rules of SFAS No. 158 are effective for fiscal years ending
      after December 15, 2006. We adopted the provisions of SFAS No. 158 for the
      year
      end 2006, and the effect of recognizing the funded status in accumulated other
      comprehensive income was not significant. The new measurement date requirement
      applies for fiscal years ending after December 15, 2008.





Fair
      Value Option for Financial Assets and Financial Liabilities





In
      February of 2007 the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities—Including an amendment of FASB
      Statement No. 115.” The statement permits entities to choose to measure many
      financial instruments and certain other items at fair value. The objective
      is to
      improve financial reporting by providing entities with the opportunity to
      mitigate volatility in reported earnings caused by measuring related assets
      and
      liabilities differently without having to apply complex hedge accounting
      provisions. The statement is effective as of the beginning of an entity’s first
      fiscal year that begins after November 15, 2007. Company has implemented SFAS
      No. 159 and believes it does not have a material impact on its consolidated
      financial statements.





Income
      Tax





The
      Company adopted the provisions of FASB Interpretation No. 48, Accounting for
      Uncertainty in Income Taxes, on January 1, 2008. As a result of the
      implementation of FIN 48, the Company performed a comprehensive review of its
      portfolio of income tax positions in accordance with recognition standards
      established by FIN 48. As a result of the implementation of Interpretation
      48,
      the Company recognized no material adjustments to liabilities or stockholders
      equity.





When
      tax
      returns are filed, it is highly likely that some positions taken would be
      sustained upon examination by the taxing authorities, while others are subject
      to uncertainty about the merits of the position taken or the amount of the
      position that would be ultimately sustained. The benefit of a tax position
      is
      recognized in the financial statements in the period during which, based on
      all
      available evidence, management believes it is more likely than not that the
      position will be sustained upon examination, including the resolution of appeals
      or litigation processes, if any. Tax positions taken are not offset or
      aggregated with other positions. Tax positions that meet the
      more-likely-than-not recognition threshold are measured as the largest amount
      of
      tax benefit that is more than 50 percent likely of being realized upon
      settlement with the applicable taxing authority. The portion of the benefits
      associated with tax positions taken that exceeds the amount measured as
      described above is reflected as a liability for unrecognized tax benefits in
      the
      accompanying balance sheets along with any associated interest and penalties
      that would be payable to the taxing authorities upon examination. The Company
      is
      not currently subject to any income tax examinations.





Interest
      associated with unrecognized tax benefits are classified as interest expense
      and
      penalties are classified in selling, general and administrative expenses in
      the
      statements of income.




Our
      provision for income taxes on a consolidated basis was $232,617 and $316,287
      for
      the three months and nine months ended September 30, 2008, respectively. We
      did
      not have a tax provision for the three and nine months ended September 30,
      2007.
      Our tax provision in 2008 arises entirely from income taxes due in Colombia.
      Due
      to a history of operating losses, the Company records a full valuation allowance
      against its net deferred tax assets and therefore has recorded no tax provision
      related to its US operations for the current period.




5


2  .
      OIL AND
      GAS PROPERTIES





Oil
      and
      gas properties consisted of the following as of September 30, 2008 and December
      31, 2007:





September 30, 2008
            
            December 31, 2007(Unaudited)Properties
                subject to amortization
            
            $
            2,073,546
            
            $
            103,177Properties
                not subject to amortization
            
            
            293,423
            
            
            150,464Capitalized
                asset retirement costs
            
            
            13,675
            
            
            13,675Accumulated
                depreciation and depletion
            
            
            (125,819
            )
            
            (4,751
            )Oil
                & Gas Properties, Net
            
            $
            2,254,825
            
            $
            262,565





3.
      GEOGRAPHICAL INFORMATION





The
      following table sets forth revenues (Unaudited) for the periods reported and
      assets by geographic location:





United States
            
            Colombia
            
            ConsolidatedSeptember
                30, 2008Revenues
                (quarter ended September 30, 2008)
            
            $
            86,369
            
            $
            848,654
            
            $
            935,023Revenues
                (nine months ended September 30, 2008)
            
            
            211,749
            
            
            1,840,760
            
            
            2,052,509Long
                Lived Assets
            
            $
            141,189
            
            $
            2,156,724
            
            $
            2,297,913September
                30, 2007Revenues
                (quarter ended September 30, 2007)
            
            $
            62,538
            
            $
            -
            
            $
            62,538Revenues
                (nine months ended September 30, 2007)
            
            
            225,238
            
            
            -
            
            
            225,238Long
                Lived Assets
            
            $
            126,327
            
            $
            52,344
            
            $
            178,671





4.
      COLOMBIAN DEPOSITS





In
      June
      2007, we entered into an agreement (the “Agreement”) with Gold Oil, Plc (“Gold”)
      and Empesa Petrolera de Servicios y Asesorias, S.A. (“Empesa), whereby we
      farmed-in to the approximately 165 square mile Rosablanca concession in Colombia
      awarded by the Agencia Nacional de Hidrocarburos (“ANH”) to Gold in June 2007.
      Under the Agreement, we are the operators of the concession and will pay all
      costs associated with drilling and testing of the first well on the Rosablanca
      project. Revenues generated from the first well will be allocated 50% to us,
      40%
      to Gold and 10% to Empesa. If we do not complete drilling of the first well
      by
      December 26, 2008, and we do not receive extensions from the ANH, we may lose
      our entire interest in the concession. On each additional well, we will
      contribute 50% of the costs, Gold will contribute 40% of the costs and Empesa
      will contribute 10% of the costs. Revenues will be allocated according to the
      above percentages. If any party doesn’t contribute its share of the costs, its
      revenue interest will automatically be transferred to the party that provides
      the capital. In August 2007, we (i) paid $1,200,000 to Gold representing the
      funds that Gold had previously issued to a trust established by the ANH to
      use
      for drilling the first well for the Rosablanaca concession and (ii) issued
      a
      letter of credit in the amount of $144,000 for the benefit of Gold’s bank in
      Colombia representing the guarantee required by the ANH. We anticipate that
      the
      total cost of drilling the first well to be approximately $2,500,000 to
      $3,000,000, of which $1,200,000 has already been deposited in trust with the
      ANH
      to be used for costs related to the first well. The balance in the trust deposit
      account as of September 30, 2008 is $800,577.




6


5.
      DEPOSITS





In
      January 2007, we placed a deposit totaling $82,000 on approximately 85% of
      the
      working interest of a natural gas property consisting of 640 acres with proved
      undeveloped reserves located in Hansford County, Texas. The agreement was
      amended in June 2007 stipulating that unless we acquired a contiguous lease
      by
      June 1, 2008 at a cost of $48,000, a second contiguous lease by August 1, 2008
      for $80,000 and place $445,180 in escrow for drilling and completing the first
      well with actual commencement of drilling prior to September 15, 2008, the
      seller shall have the right to refund 90% of the initial purchase price and
      void
      the agreement. In September 2007, the seller provided us with an extension
      until
      June 30, 2008 to fulfill all of our obligations under the agreement. As of
      November 10, 2008 we have not received an extension from the seller. We are
      in
      discussions with the Seller about continuation of the agreement.





In
      November 2007, we entered into an agreement to purchase out of bankruptcy a
      working interest in an oil & gas leasehold and producing wellbore in
      Louisiana for a purchase price of $1,400,000. Upon the signing of the agreement,
      we placed a deposit totaling 10% of the total purchase price, or $140,000.
      The
      bankruptcy court decided not to pursue the sale and we received our entire
      deposit of $140,000 back on June 1, 2008. We have no further obligations on
      this
      property.





In
      February 2008, we entered into a letter of intent and issued a $100,000 deposit
      to acquire a minority position in certain producing oil and gas assets in
      Colombia. On April 8, 2008, we entered into a membership interest purchase
      agreement (the “Purchase Agreement”) with Sunstone Corporation (“Sunstone”)
      pursuant to which the Company acquired from Sunstone 100% of the membership
      interests in Cimarrona Limited Liability company, an Oklahoma limited liability
      company (“Cimarrona LLC”). Cimarrona LLC is the owner of a 9.4% interest in
      certain oil and gas assets in the Guaduas field, located in the Dindal and
      Rio
      Seco Blocks that covers 30,665 acres in the Middle Magdalena Valley in Colombia
      as well as a pipeline with a current capacity of approximately 20,000 barrels
      of
      oil per day. The Purchase Agreement is effective as of April 1, 2008. The
      purchase price consisted of 2,750,000 shares of the Company’s common stock and a
      warrant to purchase 1,125,000 shares of the Company’s common stock exercisable
      at $1.25 per share and expiring April 8, 2013. The $100,000 deposit was returned
      to the Company in conjunction with closing of the transaction. In addition,
      we
      issued 50,000 shares of common stock to Energy Capital Solutions, LP for their
      role as financial advisor and $22,500 and 100,000 shares of common stock to
      Larry Ray, an individual, as a finder’s fee. The Cimarrona property is subject
      to an Ecopetrol Association Contract whereby we pay Ecopetrol S.A. (“Ecopetrol”)
      royalties of 20% of the oil produced. The royalty amount is paid in oil. In
      addition to the royalty, according to the Association Contract, Ecopetrol may,
      for no consideration, become a 50% partner, once an audit of revenues and
      expenses indicate that the partners in the Association Contract have a received
      a 200% reimbursement of all historical costs to develop and operate the Guaduas
      field. We believe that Ecopetrol could become a 50% partner as early as the
      first quarter of 2009 which would effectively reduce the cash flows generated
      by
      the property by 50%. In addition, in 2022, the Association Contract with
      Ecopetrol terminates, at which time we will have no economic interest remaining
      in this property. The property and the pipeline are both operated by Pacific
      Rubiales Energy Corp. (“Pacific Rubiales”), which owns 90.6% of the Guaduas
      field. Pipeline revenues primarily relate to transportation costs charged to
      third party oil producers, including Pacific Rubiales.





6.
      BANK
      CD PLEDGED FOR LETTER OF CREDIT





In
      August
      2007, we placed $144,000 in a certificate of deposit with a bank as collateral
      for the $144,000 letter of credit required by the ANH as more fully described
      in
      footnote 4 above. In June 2008, we received an extension from the ANH until
      December 26, 2008 to drill our first well. If we do not complete drilling and
      testing of the first well in the Rosablanca concession by December 26, 2008,
      and
      we do not receive any further extensions from the ANH, we may lose our entire
      interest in the concession and the $144,000 letter of credit we previously
      issued. The balance in the Bank CD as of September 30, 2008 is $144,818.





7.
      CONVERTIBLE DEBENTURES





From
      February 2006 through October 2006, we issued convertible debentures (the
“Convertible Debentures”) with three-year detachable warrants to accredited
      investors for gross proceeds of $349,000. The Convertible Debentures mature
      one
      year from issuance, carried a 10% interest rate and were convertible at $1.20
      per share for $263,000 of the Convertible Debentures, $0.75 as to $50,000 of
      the
      Convertible Debentures and $0.80 as to $36,000 of the Convertible Debentures.
      All of the Convertible Debentures, including accrued interest on $337,000 of
      the
      Convertible Debentures, converted in January and February 2007 into 362,417
      shares of our Common Stock. In May 2007, we paid $1,200 of interest on $12,000
      of the Convertible Debentures.




7


Pursuant
      to EITF 98-5, "Accounting for Convertible Securities with Beneficial Conversion
      Features or Contingently Adjustable Conversion Ratios" and EITF 00-27,
“Application of Issue No. 98-5 in Certain Convertible Instruments,” based on
      relative fair values of the warrant and the debt, the proceeds from the debt
      were allocated to the warrant and the debt on a relative fair value basis.
      We
      recorded $209,014 upon the issuance of the Convertible Debentures attributable
      to the beneficial conversion feature as additional paid in capital. The discount
      was being amortized using the effective interest rate method over the term
      of
      the indebtedness. The warrants are exercisable for a period of three years
      with
      an exercise price of $2.40, for $299,000 of the Convertible Debentures, and
      $1.50 as to $50,000 of the Convertible Debenture. Using the Black Scholes
      pricing model, with volatility of 80.0%, risk-free rate of 4.61% to 5.15% and
      a
      0% dividend yield, the warrants were determined to have a fair value of $138,604
      and were recorded as additional paid in capital. The balance of the unamortized
      discount at the date of conversion was expensed.





8.
      SECURED CONVERTIBLE DEBENTURE





On
      February 16, 2007, we issued a $250,000 secured convertible debenture (the
      “Secured Convertible Debenture”) and 300,000 shares of common stock to an
      institutional investor for gross proceeds of $250,000. The Secured Convertible
      Debenture matured July 31, 2007, had a 10% interest rate with a minimum interest
      amount of $25,000 due at maturity, and was convertible, in whole or in part,
      into shares of common stock at a conversion price $0.25 per share. The 300,000
      shares issued in conjunction with the Secured Convertible Debenture were valued
      at $250,000 based on the price of the stock issued at the most recent private
      placement offering and were recorded as additional paid in capital. The discount
      of $250,000 was amortized using the effective interest rate method over the
      term
      of the indebtedness. Pursuant to EITF 98-5, "Accounting for Convertible
      Securities with Beneficial Conversion Features or Contingently Adjustable
      Conversion Ratios", we recorded an interest expense of $0 upon the issuance
      of
      the Secured Convertible Debentures attributable to the beneficial conversion
      feature as the value of the shares exceeded the face value of the Secured
      Convertible Debenture. In July 31, 2007, the Secured Convertible Debenture
      along
      with accrued interest converted into 1,100,000 shares of common stock. The
      effective interest rate, which includes the value of the shares as well as
      the
      minimum interest amount of $25,000, was 241.5%.





9.
      UNSECURED CONVERTIBLE PROMISSORY NOTE





In
      July
      2007, we issued a $1,100,000 unsecured convertible promissory note (“Unsecured
      Convertible Promissory Note”) to one institutional investor for gross proceeds
      of $1,100,000. The Unsecured Convertible Promissory Note matured September
      30,
      2008, had an 8% interest rate, payable in cash quarterly, and was convertible,
      in whole or in part, into units, with each unit (“Unit”) priced at $1.00 and
      consisting of one share of common stock and one warrant, exercisable at $1.25
      per share maturing three years from issuance. We had the option to prepay the
      Unsecured Convertible Promissory Note at any time prior to maturity with no
      penalty. We had the option, but only at maturity, to repay the Unsecured
      Convertible Promissory Note in Units. At September 30, 2008, we elected to
      repay
      in full the Unsecured Convertible Promissory note by issuing 1,100,000 Units.
      As
      such, the balance of the Unsecured Convertible Promissory Note at September
      30,
      2008 is zero. Pursuant to EITF 98-5, "Accounting for Convertible Securities
      with
      Beneficial Conversion Features or Contingently Adjustable Conversion Ratios"
      and
      EITF 00-27, “Application of Issue No. 98-5 in Certain Convertible Instruments,”
we recorded $1,067,274 upon the issuance of the Unsecured Convertible Promissory
      Note attributable to the beneficial conversion feature as additional paid in
      capital. The discount was amortized using the effective interest rate method
      over the term of the indebtedness.





10.
      PROMISSORY NOTE





On
      April
      27, 2007, we purchased a truck to be used by our pumper in our Oklahoma property
      by issuing a promissory note (the “Promissory Note”) to a bank secured by the
      truck. The Promissory Note matures October 27, 2010, has a variable interest
      rate of Prime plus 1.0%, and has monthly principal and interest payments
      totaling $366. As of September 30, 2008, the interest rate on the Promissory
      Note was 6.0%.




The
      following table summarizes the balance of the note at September 30,
      2008:




Promissory
                Note Outstanding at September 30, 2008
            
            $
            8,213Less
                Current Portion
            
            
            3,740$
            4,473  8




11.
      COMMITMENTS AND CONTINGENCIES





Pursuant
      to our Agreement with Gold and Empesa, we are considered the operators of the
      Rosablanca concession and will pay all costs associated with drilling and
      testing of the first well on the Rosablanca. If we do not complete drilling
      of
      the first well by December 26, 2008, and we do not receive extensions from
      the
      ANH, we may lose our entire interest in the concession and the $144,000 letter
      of credit we previously issued. However, we would be entitled to receive the
      balance of the $1,200,000 deposit as more fully described in Note 4 previously
      ($800,577 as of September 30, 2008) that we have in trust with the ANH. After
      drilling the first well, we are required to provide the ANH with a budget and
      program for drilling successive wells. The concession with the ANH shall remain
      in effect as long as we meet our time obligations to drill each well that we
      present to the ANH. We anticipate that we will need to raise at least $2,000,000
      of additional capital to complete the first well.





ENVIRONMENT





Osage,
      as
      owner and operator of oil and gas properties, is subject to various federal,
      state, and local laws and regulations relating to discharge of materials into,
      and protection of, the environment. These laws and regulations may, among other
      things, impose liability on the owner of real property and the lessee under
      oil
      and gas leases for the cost of pollution clean-up resulting from operations,
      subject the owner/lessee to liability for pollution damages and impose
      restrictions on the injection of liquids into subsurface strata.





Although
      Company environmental policies and practices are designed to ensure compliance
      with these laws and regulations, future developments and increasing stringent
      regulations could require the Company to make additional unforeseen
      environmental expenditures





The
      Company maintains insurance coverage that it believes is customary in the
      industry, although it is not fully insured against all environmental
      risks.





The
      Company is not aware of any environmental claims existing as of September 30,
      2008, that would have a material impact on its consolidated financial position
      or results of operations. There can be no assurance, however, that current
      regulatory requirements will not change, or past non-compliance with
      environmental laws will not be discovered on the Company's
      property.





LAND
      RENTALS AND OPERATING LEASES





In
      February 2008, the Company entered into a 36 month lease for its corporate
      offices in San Diego. The lease is initially for $3,682 per month for the first
      year, increasing to $3,800 and $3,923 in the second and third year respectively.
      The lease is guaranteed by Mr. Bradford, our President and CEO. No compensation
      was given to Mr. Bradford for his guarantee. In addition, the Company is
      responsible for all operating expenses and utilities.





We
      lease
      approximately 1,000 square feet of modern office space in Oklahoma City, OK
      consisting of a large conference room, three offices, a drafting room and a
      storage room. The lease is based on a verbal agreement with a third party on
      a
      month-to-month basis for $575.




Future
        minimum rental payments required as of September 30, 2008 under operating
        leases
        are as follows by year:
 
 Year
              
              Amount2009
              
              $
              45,1282010
              
              
              46,5822011
              
              
              15,691Total
              
              $
              107,401


9




Rental
      expense charged to operations totaled $12,977 and $3,075 for the three months
      ended September 30, 2008 and September 30, 2007, respectively and $32,631 and
      $9,150 for the nine months ended September 30, 2008 and September 30, 2007,
      respectively





LEGAL
      PROCEEDINGS





The
      Company is not a party to any litigation that has arisen in the course of its
      business and that of its subsidiaries.





12.
      EQUITY TRANSACTIONS





Unit
      Offering


In
      June
      and July 2007, for gross proceeds of $925,000, we issued 925,000 shares of
      common stock and 1,387,500 warrants, exercisable at $1.50 per share expiring
      on
      June 31, 2010 to two accredited investors and one institutional investor.





Common
      Stock Offering


In
      April
      and May 2007, for gross proceeds of $475,000, we issued 1,187,500 shares of
      our
      common stock at a price per share of $0.40 to nine accredited investors and
      entities.





Cimarrona
      Acquisition


On
      April 8, 2008, pursuant to the Purchase Agreement with Sunstone whereby the
      Company acquired from Sunstone 100% of the membership interests in Cimarrona,
      the Company issued to Sunstone 2,750,000 shares of the Company’s common stock
      and a warrant to purchase 1,125,000 shares of the Company’s common stock
      exercisable at $1.25 per share and expiring April 8, 2013. In addition, the
      Company issued 50,000 shares of common stock to Energy Capital Solutions, LP
      for
      their role as financial advisor and $22,500 and 100,000 shares of common stock
      to Larry Ray, an individual, as a finder’s fee. The fair value of the warrants
      and shares were capitalized as part of the acquisition cost of Cimarrona.





13.
      MAJOR
      CUSTOMERS





During
      the three and nine months ended September 30, 2008 and September 30, 2007,
      one
      customer, Sunoco, Inc., accounted for 100.0% of our oil sales from our Osage
      property in Oklahoma. During the three and nine months ended September 30,
      2008,
      one customer, Hocol. S.A., accounted for 100% of our oil sales from our
      Cimarrona property. During the three and nine months ended September 30, 2008,
      the operator of the Cimarrona property, Pacific Rubiales, accounted for 100%
      of
      our pipeline sales from our Cimarrona property.





14.
      ASSET
      RETIREMENT OBLIGATIONS





The
      Company recognizes a liability at discounted fair value for the future
      retirement of tangible long-lived assets and associated assets retirement cost
      associated with the petroleum and natural gas properties. The fair value of
      the
      liability is capitalized as part of the cost of the related asset and amortized
      to expense over its useful life. The liability accretes until the date of
      expected settlement of the retirement obligations. The related accretion expense
      is recognized in the statement of operations. The provision will be revised
      for
      the effect of any changes to timing related to cash flow or undiscounted
      abandonment costs. Actual expenditures incurred for the purpose of site
      reclamation are charged to the asset retirement obligations to the extent that
      the liability exists on the balance sheet. Differences between the actual costs
      incurred and the fair value of the liability recorded are recognized in income
      in the period the actual costs are incurred.




10


There
      are
      no legally restricted assets for the settlement of asset retirement obligations.
      A reconciliation of the Company's asset retirement obligations for the periods
      presented is as follows:





Three Months Ended
            
            Nine Months EndedSeptember 30,
            
            September 30,Year Ended
            
            2008
            
            2007
            
            2008
            
            2007December 31, 2007
            
            (unaudited)
            
            (unaudited)
            
            (unaudited)
            
            (unaudited)Beginning
                Balance
            
            $
            15,043
            
            $
            17,375
            
            $
            15,795
            
            $
            16,547
            
            $
            15,043Incurred
                during the periodAdditions
                for new wellsAccretion
                Expense
            
            
            1,504
            
            
            414
            
            
            376
            
            
            1,242
            
            
            1,128Ending
                Balance
            
            $
            16,547
            
            $
            17,789
            
            $
            16,171
            
            $
            17,789
            
            $
            16,171




**Item
              2.**
            **Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations.**




This
      report contains forward-looking statements within the meaning of Section 27A
      of
      the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
      1934 that include, among others, statements of: expectations, anticipations,
      beliefs, estimations, projections, and other similar matters that are not
      historical facts, including such matters as: future capital requirements,
      development and exploration expenditures (including the amount and nature
      thereof), drilling of wells, reserve estimates (including estimates of future
      net revenues associated with such reserves and the present value of such future
      net revenues), future production of oil and gas, repayment of debt, business
      strategies, and expansion and growth of business operations. These statements
      are based on certain assumptions and analyses made by our management in light
      of
      past experience and perception of: historical trends, current conditions,
      expected future developments, and other factors that our management believes
      are
      appropriate under the circumstances. We caution the reader that these
      forward-looking statements are subject to risks and uncertainties, including
      those associated with the financial environment, the regulatory environment,
      and
      trend projections, that could cause actual events or results to differ
      materially from those expressed or implied by the statements. Such risks and
      uncertainties include those risks and uncertainties identified
      below.





Significant
      factors that could prevent us from achieving our stated goals include: declines
      in the market prices for oil and gas, adverse changes in the regulatory
      environment affecting us, the inherent risks involved in the evaluation of
      properties targeted for acquisition, our dependence on key personnel, the
      availability of capital resources at terms acceptable to us, the uncertainty
      of
      estimates of proved reserves and future net cash flows, the risk and related
      cost of replacing produced reserves, the high risk in exploratory drilling
      and
      competition. You should consider the cautionary statements contained or referred
      to in this report in connection with any subsequent written or oral
      forward-looking statements that may be issued. We undertake no obligation to
      release publicly any revisions to any forward-looking statement to reflect
      events or circumstances after the date hereof or to reflect the occurrence
      of
      unanticipated events.


11




In
      June
      2007, we entered into an agreement with Gold and Empesa, whereby we farmed-in
      to
      the approximately 165 square mile Rosablanca concession in Colombia awarded
      by
      the ANH to Gold in June, 2007. Under the Agreement, we are the operators of
      the
      concession and will pay all costs associated with drilling and testing of the
      first well on the Rosablanca project. Revenues generated from the first well
      will be allocated 50% to us, 40% to Gold and 10% to Empesa. If we do not
      complete drilling of the first well by December 26, 2008, and do not get
      extensions from the ANH, we may lose our entire interest in the concession
      and
      the $144,000 letter of credit we previously issued. On each additional well,
      we
      will contribute 50% of the costs, Gold will contribute 40% of the costs and
      Empesa will contribute 10% of the costs. Revenues will be allocated according
      to
      the above percentages. If any party doesn’t contribute its share of the costs,
      its revenue interest will automatically be transferred to the party that
      provides the capital. In August 2007, we (i) paid $1,200,000 to Gold
      representing the funds that Gold had previously issued to a trust established
      by
      the ANH to use for drilling the first well for the Rosablanaca concession and
      (ii) issued a letter of credit in the amount of $144,000 for the benefit of
      Gold’s bank in Colombia representing the guarantee required by the ANH. We have
      placed $1,200,000 in trust with the ANH to be used for the first well and
      anticipate that we will need to raise at least an additional $2,000,000 of
      additional capital to complete the first well.




In
      April
      2008, we entered into a membership interest purchase agreement (the “Purchase
      Agreement”) with Sunstone Corporation (“Sunstone”) pursuant to which the Company
      acquired from Sunstone 100% of the membership interests in Cimarrona Limited
      Liability Company, an Oklahoma limited liability company (“Cimarrona LLC”).
      Cimarrona LLC is the owner of a 9.4% interest in certain oil and gas assets
      in
      the Guaduas field, located in the Dindal and Rio Seco Blocks that covers 30,665
      acres in the Middle Magdalena Valley in Colombia. The Purchase Agreement was
      effective as of April 1, 2008. The purchase price consisted of 2,750,000 shares
      of the Company’s common stock and a warrant to purchase 1,125,000 shares of the
      Company’s common stock exercisable at $1.25 per share and expiring April 8,
      2013. In February 2008, The Company previously provided a $100,000 deposit
      to
      Sunstone, which was returned to the Company in conjunction with closing of
      the
      transaction. In connection with the Purchase Agreement, the Company also issued
      50,000 shares of the Company’s common stock to Energy Capital Solutions, LP for
      their role as financial advisor and $22,500 and 100,000 shares to Larry Ray,
      an
      individual, as a finder’s fee. The foregoing securities were issued pursuant to
      Section 4(2) of the Securities Act of 1933 and Regulation D promulgated
      thereunder and a restrictive legend was placed thereon. The Cimarrona property
      is subject to an Ecopetrol Association Contract whereby we pay Ecopetrol
      royalties of 20% of the oil produced. The royalty amount is paid in oil. In
      addition to the royalty, according to the Association Contract, Ecopetrol may,
      for no consideration, become a 50% partner, once an audit of revenues and
      expenses indicate that the partners in the Association Contract have a received
      a 200% reimbursement of all historical costs to develop and operate the Guaduas
      field. We believe that Ecopetrol could become a 50% partner as early as the
      first quarter of 2009 which would effectively reduce the cash flows generated
      by
      the property by 50%. In addition, in 2022, the Association Contract with
      Ecopetrol terminates, at which time we will have no economic interest remaining
      in this property. The property and the pipeline are both operated by Pacific
      Rubiales Energy Corp. (“Pacific Rubiales”), which owns 90.6% of the Guaduas
      field. Pipeline revenues primarily relate to transportation costs charged to
      third party oil producers, including Pacific Rubiales.





We
      anticipate that we will need to raise a minimum of $4,500,000 to provide the
      cash requirements for the next twelve months to commence drilling in Colombia
      and expand our operations in Colombia. Should we not be able to raise the entire
      sum, we may lose our Rosablanca concession and our ability to participate in
      our
      other Colombian projects. We believe that, without additional capital, our
      current production in our Osage and Cimarrona properties are sufficient to
      cover
      well operating expenses and most of our overhead.





We
      have
      made a deposit of $82,000 on a property in Hansford County, Texas. We were
      obligated to incur an additional $573,810 for the property by June 30, 2008
      consisting of purchasing of additional contiguous leases and depositing funds
      in
      escrow for drilling and completion of the first well. If we do not fulfill
      our
      obligations, the seller may void the agreement at any time after December 31,
      2008 and return 90% of all payments received. We do not anticipate incurring
      additional expenses on this property until we have raised sufficient capital
      for
      our Rosablanca project and as such, we may lose 10% of our initial funding.
      As
      of November 10, 2008, we have not received an extension from the seller. We
      are
      in discussions with the Seller about continuation of the agreement.





As
      of
      September 30, 2008, we have notes receivable due December 2009 totaling $142,500
      that were issued in conjunction with a change of control in December 2006.
      As of
      September 30, 2008, none of the outstanding receivable amount was from related
      parties.




12


We
      have
      undertaken steps as part of a plan to improve operations with the goal of
      sustaining our operations for the next twelve months and beyond. These steps
      include (a) acquiring producing properties, (b) increasing our current
      production, (c) controlling overhead and expenses and (d) raising additional
      capital and/or obtaining financing.





There
      can
      be no assurance that we will successfully accomplish these steps and it is
      uncertain we will achieve a profitable level of operations and/or obtain
      additional financing. There can be no assurance that any additional financings
      will be available to us on satisfactory terms and conditions, if at all. In
      the
      event we are unable to continue as a going concern, we may elect or be required
      to seek protection from our creditors by filing a voluntary petition in
      bankruptcy or may be subject to an involuntary petition in bankruptcy. To date,
      management has not considered this alternative, nor does management view it
      as a
      likely occurrence.





**Results
      of Operations**





**Three
      Months ended September 30, 2008 compared to Three Months ended September 30,
      2007**





Three
                Months Ended September 30,2008
            
            2007Amount
            
            Percentage
            
            Amount
            
            PercentageOil
                & Gas Sales
            
            $
            636,199
            
            
            68.0
            %
            $
            62,538
            
            
            100.0
            %Pipeline
                Sales
            
            
            298,824
            
            
            32.0
            %
            
            
            
            
            0.0
            %Total
                Revenues
            
            
            935,023
            
            
            100.0
            %
            
            62,538
            
            
            100.0
            %Operating
                ExpensesOperating
                Expenses
            
            
            157,716
            
            
            16.9
            %
            
            22,529
            
            
            36.0
            %Stock
                Based Compensation Expense
            
            
            689,424
            
            
            73.7
            %
            
            
            
            
            0.0
            %Depreciation
                , Depletion and Accretion
            
            
            66,252
            
            
            7.1
            %
            
            2,178
            
            
            3.5
            %General
                & Administrative Expenses
            
            
            522,618
            
            
            55.9
            %
            
            143,546
            
            
            229.5
            %Total
                Operating Costs and Expenses
            
            
            1,436,010
            
            
            153.6
            %
            
            168,253
            
            
            269.0
            %Operating
                Loss
            
            
            (500,987
            )
            
            -53.6
            %
            
            (105,715
            )
            
            -169.0
            %Other
                Expenses
            
            
            (221,617
            )
            
            -23.7
            %
            
            (234,198
            )
            
            -374.5
            %Loss
                before income Taxes
            
            
            (722,604
            )
            
            -77.3
            %
            
            (339,913
            )
            
            -543.5
            %Provision
                for Income Taxes
            
            
            232,617
            
            
            24.9
            %
            
            -
            
            
            0.0
            %Net
                Loss
            
            $
            (955,221
            )
            
            -102.2
            %
            $
            (339,913
            )
            
            -543.5
            %Comprehensive
                Loss
            
            $
            (1,381,709
            )
            
            -147.8
            %
            $
            (371,708
            )
            
            -594.4
            %





Revenues
      from oil sales were $636,199, an increase of $573,661, or 917.3%, in the three
      months ended September 30, 2008 compared to $62,538 of oil sales in the three
      months ended September 30, 2007 primarily due to the inclusion of the Cimarrona
      property which we acquired on April 1, 2008. In the three months ended September
      30, 2008, we also recognized pipeline revenues of $298,824 relating to the
      pipeline on our Cimarrona property. In the three months ended September 30,
      2008, we sold a total of 6,000 BOE equivalents in Colombia at an average gross
      price of $104.43 and 940 BOE in the United States at an average gross price
      of
      $118.61. In the three months ended September 30, 2007 we sold a total of 1,137
      BOE in the United States at an average gross price of $72.95.




13


Our
      operating expenses were $157,716 for the three months ended September 30, 2008
      with approximately $120,000 attributable to our Cimarrona property, compared
      to
      operating expenses of $22,529 in the three months ended September 30, 2007,
      which were entirely attributable to our Osage property. Operating expenses
      as a
      percentage of total revenues decreased from 36.0% in the three months ended
      September 30, 2007 to 16.9% for the three months ended September 30,
      2008.





Stock
      based compensation expense was $689,424 and zero in the three months ended
      September 30, 2008 and September 30, 2007, respectively as the 2008 stock based
      compensation expense related to the amortization of the value of shares issued
      to two employees in November 2007.





General
      and administrative expenses were $522,618 and $143,546 in the three months
      ended
      September 30, 2008 and September 30, 2007, respectively. The $379,072 increase,
      or 264.1%, is primarily attributable to increased expenses in Colombia relating
      to the Company’s Rosablanca property and the Cimarrona property which was
      acquired April 1, 2008 as well as increased compensation expense. General and
      administrative expenses as a percentage of total revenues decreased to 55.9%
      in
      the three months ended September 30, 2008 from 229.5% in the three months ended
      September 30, 2007, primarily due to the increase in revenues.





Depreciation,
      depletion and accretion were $66,252 in the three months ended September 30,
      2008 compared to $2,178 in the three months ended September 30, 2008, primarily
      due to depreciation and depletion relating to the Cimarrona property.





Loss
      from
      operations was $500,987 and $105,715for the three months ended September 30,
      2008 and September 30, 2007, respectively.





Interest
      expense was $253,312 and $276,431 in the three months ended September 30, 2008
      and September 30, 2007, respectively. Interest expense in the three months
      ended
      September 30, 2008 and September 30, 2007 consisted primarily of the
      amortization of the beneficial conversion feature of the $1,100,000 Unsecured
      Convertible Promissory Note, which converted into Units on September 30, 2008.





Provision
      for income taxes was $232,617 and $0 for the three months ended September 30,
      2008 and September 30, 2007, respectively. All of our income tax provision
      relates to income in Colombia.





Net
      loss
      was $955,221 and $339,913 for the three months ended September 30, 2008 and
      September 30, 2007, respectively.





Foreign
      currency translation loss was $426,488 and $31,795 for the three months ended
      September 30, 2008 and September 30, 2007, respectively.





Comprehensive
      loss was $1,381,709 and $371,708 for the three months ended September 30, 2008
      and September 30, 2007, respectively.


14


**Nine
      Months ended September 30, 2008 compared to Nine Months ended September 30,
      2007**





Nine
                Months Ended September 30,2008
            
            2007Amount
            
            Percentage
            
            Amount
            
            PercentageOil
                & Gas Sales
            
            $
            1,558,502
            
            
            75.9
            %
            $
            225,238
            
            
            100.0
            %Pipeline
                Sales
            
            
            494,007
            
            
            24.1
            %
            
            
            
            
            0.0
            %Total
                Revenues
            
            
            2,052,509
            
            
            100.0
            %
            
            225,238
            
            
            100.0
            %Operating
                ExpensesOperating
                Expenses
            
            
            516,181
            
            
            25.1
            %
            
            73,358
            
            
            32.6
            %Stock
                Based Compensation Expense
            
            
            2,221,284
            
            
            108.2
            %
            
            
            
            
            0.0
            %Depreciation
                , Depletion and Accretion
            
            
            130,514
            
            
            6.4
            %
            
            5,447
            
            
            2.4
            %General
                & Administrative Expenses
            
            
            1,313,122
            
            
            64.0
            %
            
            401,748
            
            
            178.4
            %Total
                Operating Costs and Expenses
            
            
            4,181,101
            
            
            203.7
            %
            
            480,553
            
            
            213.4
            %Operating
                Loss
            
            
            (2,128,592
            )
            
            -103.7
            %
            
            (255,315
            )
            
            -113.4
            %Other
                Expenses
            
            
            (641,454
            )
            
            -31.3
            %
            
            (750,570
            )
            
            -333.2
            %Loss
                before Income Taxes
            
            
            (2,770,046
            )
            
            -135.0
            %
            
            (1,005,885
            )
            
            -446.6
            %Provision
                for Income Taxes
            
            
            316,287
            
            
            15.4
            %
            
            -
            
            
            0.0
            %Net
                Loss
            
            $
            (3,086,333
            )
            
            -150.4
            %
            $
            (1,005,885
            )
            
            -446.6
            %Comprehensive
                Loss
            
            $
            (3,521,412
            )
            
            -171.6
            %
            $
            (1,037,680
            )
            
            -460.7
            %





Revenues
      from oil sales were $1,558,502, an increase of $1,333,264, or 591.9%, in the
      nine months ended September 30, 2008 compared to $225,238 of oil sales in the
      nine months ended September 30, 2007 primarily due the Cimarrona property which
      was acquired on April 1, 2008. In the nine months ended September 30, 2008,
      we
      also recognized pipeline revenues of $494,007 relating to the pipeline on our
      Cimarrona property. In the nine months ended September 30, 2008, we sold a
      total
      of 13,000 equivalents in Colombia at an average gross price of $110.37 and
      2,414
      BOE in the United States at an average gross price of $115.17. In the nine
      months ended September 30, 2007, we sold a total of 4,702 BOE in the United
      States at an average gross price of $63.52.





Our
      operating expenses were $516,181 for the nine months ended September 30, 2008
      with approximately $407,000 attributable to our Cimarrona property, compared
      to
      operating expenses of $22,529 in the nine months ended September 30, 2007,
      which
      were entirely attributable to our Osage property. Operating expenses as a
      percentage of total revenues decreased from 32.6% in the nine months ended
      September 30, 2007 to 25.1% for the nine months ending September 30,
      2008.





Stock
      based compensation expense was $2,221,284 and zero in the nine months ended
      September 30, 2008 and September 30, 2007, respectively as the stock based
      compensation expense related to the amortization of the value of shares issued
      to two employees in November 2007 and the value of the shares issued to two
      consultants in June 2008.




15


General
      and administrative expenses were $1,313,122 and $401,748 in the nine months
      ended September 30, 2008 and September 30, 2007, respectively. The $911,374
      increase, or 226.9%, is primarily attributable primarily to increased expenses
      in Colombia relating to the Company’s Cimarrona property which was acquired
      April 1, 2008 and the Rosablanca property and increased compensation expense.
      General and administrative expenses as a percentage of total revenues decreased
      to 64.07% in the nine months ended September 30, 2008 from 178.4% in the nine
      months ended September 30, 2008.





Depreciation,
      depletion and accretion were $130,514 in the nine months ended September 30,
      2008 compared to $5,447 in the nine months ended September 30, 2008. The
      increase is primarily due to depreciation and depletion relating to the
      Cimarrona property.





Loss
      from
      operations was $2,128,592 and $255,315for the nine months ended September 30,
      2008 and September 30, 2007, respectively.





Interest
      expense was $754,446 and $797,272 in the nine months ended September 30, 2008
      and September 30, 2007, respectively. Interest expense in the nine months ended
      September 30, 2008 consisted primarily of the amortization of the beneficial
      conversion of the Unsecured Convertible Promissory Note which converted into
      Units on September 30, 2008. Interest expense in the nine months ended September
      30, 2007 consisted primarily of amortization of the value of the shares issued
      with the $250,000 Secured Convertible Debenture as well as the amortization
      of
      the beneficial conversion feature and the value of the warrants, respectively,
      of the Convertible Debentures.





Provision
      for income taxes was $316,287 and $0 for the nine months ended September 30,
      2008 and September 30, 2007, respectively. All of our income tax provision
      relates to income in Colombia.





Net
      loss
      was $3,086,333 and $1,005,885 for the nine months ended September 30, 2008
      and
      September 30, 2007, respectively.





Foreign
      currency translation loss was $435,079 and $31,795 for the nine months ended
      September 30, 2008 and September 30, 2007, respectively.





Comprehensive
      loss was $3,521,412 and $1,037,680for the nine months ended September 30, 2008
      and September 30, 2007, respectively.





**Liquidity
      and Capital Resources**





At
      September 30, 2008, we had working capital of $1,710,925 consisting primarily
      of
      $972,237 in cash and cash equivalents, $800,577 in Colombian deposits and
      $269,349 in accounts receivable, offset by $370,558 of income taxes payable,
      entirely related to income in Colombia, and $332,627 of accounts payable.





We
      have
      raised in excess of $2,500,000 in gross proceeds through various debt and equity
      financings since January 1, 2007 and have used the majority of the net proceeds
      for costs related to our Rosablanca project in Colombia, as well as for working
      capital purposes and professional fees both in the United States and in
      Colombia.





Net
      cash
      used by operating activities totaled $90,511 for the nine months ended September
      30, 2008 compared to net cash used by operating activities of $328,655 for
      the
      nine months ended June 30, 2007. The major components of the net cash used
      in
      operating activities in the nine months ended September 30, 2008 were the net
      loss of $3,086,333, offset by $2,053,284 amortization of deferred stock based
      compensation and $652,753 of the beneficial conversion feature of the $1,100,000
      Unsecured Convertible Promissory Note, which converted on September 30, 2008
      into shares and warrants to purchase shares of our common stock. The major
      component of the net cash used in operating activities in the nine months ended
      September 30, 2007 was the net loss of $1,005,885, offset by $365,032 and
      $250,000 of the beneficial conversion feature of the convertible debenture
      and
      the amortization of the value of the shares issued with the Convertible
      Debenture, respectively, that converted into shares of our common stock in
      2007.




16


Net
      cash
      used provided by investing activities in the nine months ended September 30,
      2008 was $643,501 and consisted primarily of the beginning cash acquired with
      Cimarrona of $480,793 on April 1, 2008, the return of $140,000 deposit on a
      transaction that did not close, offset by $421,880 investments in pipeline.
      Net
      cash used in investing activities for the nine months ended September 30, 2007
      was $1,332,078 and consisted primarily of $1,116,791 investment in Colombian
      deposits and the purchase of a bank CD pledged for a letter of credit for
      $144,000.





Net
      cash
      provided by financing activities totaled $164,781for the nine months ended
      September 30, 2008 and consisted primarily of $167,375 of payments received
      on
      stock purchase notes receivable. Net cash provided by financing activities
      totaled $2,594,959 for the nine months ended September 30, 2007 and consisted
      primarily of $1,100,000 gross proceeds from the issuance of the Unsecured
      Convertible Promissory Note, $860,250 gross proceeds from issuance of stock
      and
      warrant units, $427,500 proceeds from issuance of common stock and $250,000
      gross proceeds from the issuance of the Secured Convertible Debenture.





Net
      operating revenues from our oil production are very sensitive to changes in
      the
      price of oil, making it very difficult for management to predict whether or
      not
      we will be profitable in the future.





We
      conduct no product research and development.





We
      operate our Osage County, Oklahoma properties through independent contractors
      that operate producing wells for several small oil companies. Our Cimarrona
      property and pipeline is operated by Pacific Rubiales, who owns 90.6% of the
      Cimarrona property.





We
      are
      responsible for any contamination of land we own or lease. However, there may
      be
      limitations on any potential contamination liabilities as well as claims for
      reimbursement from third parties.





We
      sell
      all of our oil production in our Osage property to Sunoco, Inc. and we sell
      all
      of our oil production in Colombia to Hocol, S.A. However, in the event these
      customers discontinued oil purchases, we believe we can replace these customers
      with other customers who would purchase the oil at terms standard in the
      industry. All of our pipeline revenues are generated from sales to Pacific
      Rubiales, the operator of the Cimarrona property.





**Effect
      of Changes in Prices**


Changes
      in prices during the past few years have been a significant factor in the oil
      and gas industry. The price received for the oil produced by us fluctuated
      significantly during the last year. Changes in the price that we receive for
      our
      oil and gas is set by market forces beyond our control as well as governmental
      intervention. In the United States, the average prices received by us for a
      BOE
      were $118.61 and $115.17 for the three and nine months ended September 30,
      2008,
      respectively compared to $72.95 and $63.52 for the three and nine months ended
      September 30, 2007, respectively. In Colombia, the average price received by
      us
      for a BOE in the three months and nine months ended September 30, 2008 was
      $104.43 and $110.37, respectively. The volatility and uncertainty in oil and
      gas
      prices have made it more difficult for a company like us to increase our oil
      and
      gas asset base and become a significant participant in the oil and gas industry.





**Critical
      Accounting Policies and Estimates**


Management's
      Discussion and Analysis of Financial Condition and Results of Operations
      discusses our consolidated financial statements, which have been prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America. The preparation of these financial statements requires management
      to
      make estimates and assumptions that affect the reported amounts of assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      revenues and expenses during the reporting period. On an on-going basis,
      management evaluates our estimates and judgments, including those related to
      revenue recognition, recovery of oil and gas reserves, financing operations,
      and
      contingencies and litigation.




17


**Oil
      and Gas Properties**


We
      follow
      the "successful efforts" method of accounting for our oil and gas exploration
      and development activities, as set forth in the Statement of Financial
      Accounting Standards (SFAS) No. 19, as amended, issued by the Financial
      Accounting Standards Board. Under this method, we initially capitalize
      expenditures for oil and gas property acquisitions until they are either
      determined to be successful (capable of commercial production) or unsuccessful.
      The carrying value of all undeveloped oil and gas properties is evaluated
      periodically and reduced if such carrying value appears to have been impaired.
      Leasehold costs relating to successful oil and gas properties remain capitalized
      while leasehold costs which have been proven unsuccessful are charged to
      operations in the period the leasehold costs are proven unsuccessful. Costs
      of
      carrying and retaining unproved properties are expensed as
      incurred.





The
      costs
      of drilling and equipping development wells are capitalized, whether the wells
      are successful or unsuccessful. The costs of drilling and equipping exploratory
      wells are capitalized until they are determined to be either successful or
      unsuccessful. If the wells are successful, the costs of the wells remain
      capitalized. If, however, the wells are unsuccessful, the capitalized costs
      of
      drilling the wells, net of any salvage value, are charged to operations in
      the
      period the wells are determined to be unsuccessful.





The
      provision for depreciation and depletion of oil and gas properties is computed
      on the unit-of-production method. Under this method, we compute the provision
      by
      multiplying the total unamortized costs of oil and gas properties including
      future development, site restoration, and dismantlement abandonment costs,
      but
      excluding costs of unproved properties by an overall rate determined by dividing
      the physical units of oil and gas produced during the period by the total
      estimated units of proved oil and gas reserves. This calculation is done on
      a
      country-by-country basis. As of September 30, 2008 our oil producing operations
      were conducted in Oklahoma, United States of America and in the country of
      Colombia. At December 31, 2007, all of our oil production operations were
      conducted in Oklahoma, United States of America. The cost of unevaluated
      properties not being amortized, to the extent there is such a cost, is assessed
      quarterly to determine whether the value has been impaired below the capitalized
      cost. The cost of any impaired property is transferred to the balance of oil
      and
      gas properties being depleted. The costs associated with unevaluated properties
      relate to projects which were undergoing exploration or development activities
      or in which we intend to commence such activities in the future. We will begin
      to amortize these costs when proved reserves are established or impairment
      is
      determined.





In
      accordance with SFAS No. 143, "Accounting for Asset Retirement Obligations,"
      we
      report a liability for any legal retirement obligations on our oil and gas
      properties. The asset retirement obligations represent the estimated present
      value of the amounts expected to be incurred to plug, abandon, and remediate
      the
      producing properties at the end of their productive lives, in accordance with
      state laws, as well as the estimated costs associated with the reclamation
      of
      the property surrounding. The Company determines the asset retirement
      obligations by calculating the present value of estimated cash flows related
      to
      the liability. The asset retirement obligations are recorded as a liability
      at
      the estimated present value as of the asset's inception, with an offsetting
      increase to producing properties. Periodic accretion of the discount related
      to
      the estimated liability is recorded as an expense in the statement of
      operations.





The
      estimated liability is determined using significant assumptions, including
      current estimates of plugging and abandonment costs, annual inflation of these
      costs, the productive lives of wells, and a risk-adjusted interest rate. Changes
      in any of these assumptions can result in significant revisions to the estimated
      asset retirement obligations. Revisions to the asset retirement obligations
      are
      recorded with an offsetting change to producing properties, resulting in
      prospective changes to depletion and depreciation expense and accretion of
      the
      discount. Because of the subjectivity of assumptions and the relatively long
      lives of most of the wells, the costs to ultimately retire the Company's wells
      may vary significantly from prior estimates.




**Revenue
      Recognition**


We
      recognize revenue upon transfer of ownership of the product to the customer
      which occurs when (i) the product is physically received by the customer, (ii)
      an invoice is generated which evidences an arrangement between the customer
      and
      us, (iii) a fixed sales price has been included in such invoice and (iv)
      collection from such customer is probable.




18


**Off-Balance
      Sheet Arrangements**


Our
      Company has not entered into any transaction, agreement or other contractual
      arrangement with an entity unconsolidated with us under which we have





·
            an
                obligation under a guarantee
                contract,


·
            a
                retained or contingent interest in assets transferred to the
                unconsolidated entity or similar arrangement that serves as credit,
                liquidity or market risk support to such entity for such
                assets,


·
            any
                obligation, including a contingent obligation, under a contract that
                would
                be accounted for as a derivative instrument,
                or


·
            any
                obligation, including a contingent obligation, arising out of a variable
                interest in an unconsolidated entity that is held by us and material
                to us
                where such entity provides financing, liquidity, market risk or credit
                risk support to, or engages in leasing, hedging or research and
                development services with us.





**Item
              3.**
            **Quantitative
                and Qualitative Disclosures about Market
                Risk**





Our
      company is a Smaller Reporting Company. A Smaller Reporting Company is not
      required to provide the disclosure information required by this
      item.





**Item
              4.**
            **Controls
                and Procedures**





The
      Company’s management, including the Company’s principal executive officer and
      principal financial officer, have evaluated the effectiveness of the Company’s
“disclosure controls and procedures,” as such term is defined in Rule 13a-15(e)
      promulgated under the Securities Exchange Act of 1934, as amended, (the
“Exchange Act”). Based upon their evaluation, the principal executive officer
      and principal financial offer concluded that, as of the end of the period
      covered by this report, the Company’s disclosure controls and procedures were
      effective for the purpose of ensuring that the information required to be
      disclosed in the reports that the Company files or submits under the Exchange
      Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded,
      processed, summarized and reported within the time periods specified in the
      SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s
      management, including its principal executive and principal financial offers,
      as
      appropriate to allow timely decisions regarding required
      disclosure.





The
      management of the Company is responsible for establishing and maintaining
      adequate internal control over financial reporting. The internal control process
      has been designed under our supervision to provide reasonable assurance
      regarding the reliability of financial reporting and the preparation of the
      Company’s financial statements for external reporting purposes in accordance
      with accounting principles generally accepted in the United States of
      America.





Management
      conducted an assessment of the effectiveness of the Company’s internal control
      over financial reporting as of September 30, 2008, utilizing a top-down, risk
      based approach described in SEC Release No. 34-55929 as suitable for smaller
      public companies.  Based on this assessment, management has determined that
      the Company’s internal control over financial reporting as of September 30, 2008
      is effective.





Our
      internal control over financial reporting includes policies and procedures
      that
      pertain to the maintenance of records that accurately and fairly reflect, in
      reasonable detail, transactions and dispositions of assets; and provide
      reasonable assurances that: (1) transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting principles
      generally accepted in the United States; (2) receipts and expenditures are
      being
      made only in accordance with authorizations of management and the directors
      of
      the Company; and (3) unauthorized acquisitions, use, or disposition of the
      Company’s assets that could have a material affect on the Company’s financial
      statements are prevented or timely detected.





All
      internal control systems, no matter how well designed, have inherent
      limitations. Therefore, even those systems determined to be effective can
      provide only reasonable assurance with respect to financial statement
      preparations and presentations. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.




19


This
      quarterly report does not include an attestation report of the Company’s
      independent registered public accounting firm regarding internal control over
      financial reporting. Management’s report was not subject to attestation by the
      Company’s independent registered public accounting firm pursuant to temporary
      rules of the Securities and Exchange Commission that permit the Company to
      provide only management’s report in this quarterly report.





Except
      as
      indicated herein, there were no changes in the Company’s internal control over
      financial reporting during the nine months ended September 30, 2008 that have
      materially affected, or are reasonable likely to materially affect, the
      Company’s internal control over financial reporting.





**PART
      II – OTHER INFORMATION**





**Item
              1.**
            **Legal
                Proceedings**





We
      are
      not a party to, or the subject of, any material pending legal proceedings other
      than ordinary, routine litigation incidental to our business.





**Item
              1A.**
            **Risk
                Factors**





Our
      company is a Smaller Reporting Company. A Smaller Reporting Company is not
      required to provide the risk factor disclosure required by this
      item.





**Item
              2.**
            **Unregistered
                Sales of Equity Securities and Use of
                Proceeds**




(a)
      None





(b)
      None





(c)
      None





**Item
              3**
            **Default
                upon Senior Securities**





None





**Item
              4**
            **Submission
                of Matters to a Vote of Security
                Holders**





None





**Item
              5**
            **Other
                Information**





(a)
      None





(b)
      None





**Item
              6**
            **Exhibits**





See
      Exhibit Index attached hereto.


20


**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 of the undersigned thereunto
      duly authorized.





**OSAGE
                EXPLORATION AND DEVELOPMENT, INC.**
              (Registrant)Date: 
                November 11, 2008
            By:
            /s/ Kim
                BradfordKim
                BradfordPresident
                and Chief Executive Officer




Date: 
                November 11, 2008
            By:
            /s/ Kim
                BradfordKim
                Bradford
              Principal
                Financial Officer


21


**EXHIBIT
      INDEX**





The
      following is a list of Exhibits required by Item 601 of Regulation S-K. Except
      for these exhibits indicated by an asterisk which are filed herewith, the
      remaining exhibits below are incorporated by reference to the exhibit previously
      filed by us as indicated.







**Exhibit
                No.**
            
            **Description**3.1
            
            Articles
                of Incorporation of Osage Exploration and Development, Inc.
                (1)3.2
            
            Bylaws
                of Osage Exploration and Development, Inc. (1)31.1
                (*)
            
            Certification
                pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 2002, signed by Kim Bradford, President
                and
                Chief Executive Officer (Principal Executive Officer)31.2
                (*)
            
            Certification
                pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 2002, signed by Kim Bradford, Chief Financial
                Officer (Principal Financial Officer).32.1
                (*)
            
            Certification
                pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002, signed by Kim Bradford, President
                and
                Chief Executive Officer (Principal Executive Officer and Principal
                Financial Officer).





(1)
            Incorporated
                herein by reference to Exhibit 3.1 to the Osage Exploration and
                Development, Inc. Form 10-SB Amendment No. 1 filed August 27,
                2007


(2)
            Incorporated
                herein by reference to Exhibit 3.2 to the Osage Exploration and
                Development, Inc. Form 10-SB Amendment No. 1 filed August 27,
                2007


22