UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K/A




Amendment
No. 3




(Mark
One)




[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
fiscal year ended December
31, 2007




[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934




For the
transition period from _____to _____




COMMISSION FILE NUMBER 000-28911




BRIGHTON OIL & GAS,
INC.




(Exact
name of registrant as specified in its charter)





Nevada
                91-1869677State
      or other jurisdiction of incorporation or organization
                (I.R.S.
      Employer Identification No.)15851
      Dallas Parkway, Suite 190Addison, Texas
                75001(Address
      of principal executive offices)
                (Zip
      Code)




Registrant’s
telephone number, including area code (972)
450-5990




Securities
registered pursuant to Section 12(b) of the Act: NONE.




Securities
registered pursuant to Section 12(g) of the Act: Common
Stock, $0.001 Par Value Per Share.




Indicate
by check mark if the registrant is a well-known seasoned issuer as defined by
Rule 405 of the Securities Act. Yes [ ] No [X]




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes [ ] No [X]




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes
[X] No [ ]




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (s229.405 of this chapter) is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. `See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer [  ]
            
            Accelerated
      filer [  ]Non-accelerated
      filer [  ]
            
            Smaller
      reporting company [ X ](Do
      not check if a smaller reporting company)




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes [ ] No
[X]




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of February
25, 2008: $106,798




Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. As of
August 23, 2008, the registrant had 12,597,279 shares of common stock
outstanding .















EXPLANATORY
NOTE






This
Amendment No. 2 on Form 10-K/A (this “Amendment”) amends the
Registrant’s Amended Annual Report on Form 10-K for the fiscal year ended
December 31, 2007, which the Registrant previously filed with the Securities and
Exchange Commission on September 26, 2008 (the “Amended Filing”).  The
Registrant is filing this Amendment because management became aware of a
deficiency contained within the Amended Filing, namely the Amended Filing
incorrectly indicated that the Company is a shell company.  Except as
set forth above, the Amended Filing has not been amended, updated or otherwise
modified.  Other events occurring after the filing of the Form 10-K or
other disclosures necessary to reflect subsequent events have been addressed in
our reports filed with the Securities and Exchange Commission subsequent to the
filing of the Form 10-K.












SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





GULF
      ONSHORE, INC.By:
            /s/
      Steven W. KubbySteven
      W. KubbyChief
      Executive Officer, DirectorDate:
            May
      14, 2009









Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.





By:
            /s/
      Richard CowenRichard
      CowenChief
      Financial Officer, DirectorDate:
            May
      14, 2009