UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549 FORM 10-KSBANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THESECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31,
2007 Commission File No. 001-28911 BRIGHTON OIL & GAS, INC.  Nevada






















































91-1869677(State or Jurisdiction of Incorporation or
Organization)






















































(I.R.S. Employer  Identification
No.)   15851
Dallas Parkway, Suite 190, Addison, Texas 75001 (PRINCIPAL EXECUTIVE OFFICES) 972 / 450-5990(ISSUER'S
TELEPHONE NUMBER) Securities
registered under Section 12(b) of the Exchange Act: None Securities registered
under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value Check
whether the issuer is not required to file reports pursuant to Section 13 or 15
(d) of the Exchange Act.[ ] Check whether the issuer (1)
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 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 [ ] Check
if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X] Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
under the Exchange Act). Yes [X] No [ ] The
issuer's revenues for its most recent fiscal year were $0.00 As of
February 25, 2008, the aggregate market value of the common stock held by
non-affiliates based on the closing sale price of Common Stock  was
$106,798. For the purposes of the foregoing calculation only, all directors,
executive officers, related parties and holders of more than 10% of the issued
and outstanding common stock of the registrant have been deemed affiliates. As of February 25, 2008, the
issuer had 13,271,985 shares of common stock outstanding. Documents incorporated
by reference: none Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]        PART I Item 1.
Description of Business Business
Development On July 19, 2005, National Healthcare Technology, Inc., (now
Brighton Oil & Gas, Inc.) a Colorado corporation, (the "Company", "us" or
"we") completed the acquisition of Special Stone Surfaces, Es3, Inc., a Nevada
corporation ("Es3") pursuant to the terms of an Exchange Agreement (the
"Exchange Agreement") by and among the Company, Crown Partners, Inc., a Nevada
corporation and at  such time, the largest stockholder of the Company
("Crown Partners"), Es3, and certain stockholders of Es3 (the "Es3
Stockholders"). The transactions effected by the Exchange Agreement have been
accounted for as a reverse merger. As a result of the transactions contemplated
by the Exchange Agreement, we had one active operating subsidiary, Es3. Es3 was
formed on January 27, 2005 and began operations in March 2005. Effective October
1, 2005, we transferred all of the capital stock of Es3 that we acquired under
the Exchange Agreement to Liquid Stone Partners ("Liquid Stone") in exchange for
Liquid Stone assuming all known and unknown liabilities of Es3. Business of
Issuer Upon the close of the acquisition of Es3 by the Company on July
19, 2005, we intended to use the public markets to secure additional working
capital and to make acquisitions using either common stock or cash. A
significant component of the intermediate term growth strategy was the
acquisition and integration of companies in related building materials fields.
However, with little or no investor interest in Es3 and its products we were
unable to secure necessary working capital through the public market to develop
a commercially viable market for our products. On April 3, 2006,
our Board of Director's approved a change of direction for the Company, from the
business of manufacturing and distributing decorative stone veneers and
finishes, to the business of oil and gas exploration and production, mineral
lease purchasing and all activities associated with acquiring, operating and
maintaining the assets of such operations. Pursuant to an agreement effective
retroactively to October 1, 2005, we transferred all of the capital stock of Es3
that we acquired under the Exchange Agreement to Liquid Stone Partners ("Liquid
Stone") in exchange for Liquid Stone assuming all known and unknown liabilities
of Es3. In furtherance of
this change of direction, we entered into consulting agreements with third
parties to provide business management services and advice as it relates to our
future. As of December 31, 2007 the agreements were either completed or
cancelled as the services, which were to include the drafting and preparation of
business plans, operating budgets, cash flow projections and other business
management services as we move into the oil and gas business, were not moving
the company forward in its new direction. The Company is in the
development stage as defined in Statement of Financial Accounting Standards No.
7. Item 2.
Properties. The Company currently shares an office at 15851 Dallas
Parkway, Suite 190, Addison, Texas 75001.  . As of December 31, 2007, the
Company had no future rental commitments. Item 3. Legal
Proceedings. We are not a party
to any material pending legal proceeding and no such action by or, to the best
of our knowledge, against us have been threatened. Item 4. Submission of Matters
to a Vote of Security Holders None. 2  PART II Item 5.
Market for Registrant's Common Equity and Related Shareholder
Matters.  Market information: Our common stock is quoted on the
over-the-counter market and quoted on the National Association of Securities
Dealers Electronic Bulletin Board ("OTC Bulletin Board") under the symbol
"BROG". The high and low bid prices for the common stock, as reported by the
National Quotation Bureau, Inc., are indicated for the periods described below.
Such prices are inter-dealer prices without retail markups, markdowns or
commissions, and may not necessarily represent actual transactions.     Fiscal Year Ending
December 2006
              HIGH
   LOW===========================================
  ======= ======Quarter Ending March 31, 2006
                   3.00
  2.35-------------------------------------------
  ------- ------Quarter Ending June 30, 2006
                    1.25
  1.25-------------------------------------------
  ------- ------Quarter Ending September 30, 2006
               0.28
  0.28-------------------------------------------
  ------- ------Quarter Ending December 31, 2006
                0.04
  0.04-------------------------------------------
  ------- ------Fiscal Year Ending December 2007
              HIGH
   LOW===========================================
  ======= ======Quarter Ending March 31, 2007
                   0.09
  0.04-------------------------------------------
  ------- ------Quarter Ending June 30, 2007
                    0.30
  0.10-------------------------------------------
  ------- ------Quarter Ending September 30, 2007
               0.20
  0.08-------------------------------------------
  ------- ------Quarter Ending December 31, 2007
                0.20
  0.07===========================================
  ======= ======  Holders As of
December 31, 2007, there were approximately 147 shareholders of record (in
street name) of our common stock. Dividends We have not declared nor paid cash dividends or made distributions
in the past, and we do not anticipate that we will pay cash dividends or make
distributions in the foreseeable future. We currently intend to retain and
reinvest future earnings, if any, to finance and expand our operations. Recent
Sales of Unregistered Securities During the fiscal
year ended December 31, 2007, we issued securities using the exemptions
available under the Securities Act of 1933 including unregistered sales made
pursuant to Section 4(2) of the Securities Act of 1933: we issued 36,200,000
shares to various consultants and affiliates for strategic, management and oil
and gas industry related consulting (after the 1:10 stock split the issued
shares equates to 3,620,000 of outstanding shares at December 31, 2007).
 See the Management Discussion and Analysis for a further breakdown of the
share issuance.  3     Item
6. Management's Discussion and Analysis or Plan of Operation. This report
contains forward looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the Securities Exchange
Act of 1934, as amended. When used in this Form 10-KSB, the words "anticipate",
"estimate", "expect", "project" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks,
uncertainties and assumptions including the possibility that the Company's
proposed plan of operation will fail to generate projected revenues. Should one
or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated or projected. The Company's actual results could differ
materially from those set forth on the forward looking statements as a result of
the risks set forth in the Company's filings with the Securities and Exchange
Commission, general economic conditions, and changes in the assumptions used in
making such forward looking statements. General On April 3, 2006,
our Board of Directors approved a change of direction for the Company, from the
business of manufacturing and distributing decorative stone veneers and
finishes, to the business of oil and gas exploration and production, mineral
lease purchasing and all activities associated with acquiring, operating and
maintaining the assets of such operations. The Board of Directors believes that
by changing the direction to the oil and gas markets we have improved our
prospects for success due to both the current and expected future positive
market conditions.  During 2007 and again in 2008 new Directors with
extensive oil and gas experience were appointed and we believe that this
experience will give the Company a better opportunity for success. Results for the years ended
December 31, 2007 and 2006 and the period January 27 to December 31,
2005 For the year ended December 31,
2007, the Company had revenue of $12,239, vs. revenue of $0 during the year
ended December 31, 2006.  Revenue was also $0 for the period January 27, to
December 31, 2005. For the year ended
December 31, 2007, the Company had a net operating loss of $13,940,460 vs. a net
operating loss of $37,121,584 for the year ended December 31, 2006.  The
net loss was $807,600 for the period January 27, to December 31, 2005.  The
decrease in the loss in 2007 is attributable to the decrease in professional
fees and expense related to prior consulting agreements of $13,091,316 and a
decrease in other general and administrative expenses of $15,107,569.This was
partially off-set by writing-off prepaid consulting fees of $4,085,417 in
December 2007.   Total operating expenses reduced significantly as the
new officers and directors that were appointed have agreed to $0 compensation
unlike the management team in 2006 that drove an increase in compensation
accruals.  Plus the new management is relying on their own expertise in the
oil business versus contracting consultants as the management team did in
2006. For the year ended
December 31, 2007, the Company had a net loss of $15,007,117 versus $36,906,584
for the year ended  December 31, 2006.  The change in other income is
$1,066,657 due to the amortization of the deemed dividend during 2007. Plan of Operation  In conjunction with our change of
direction, in April 2006, we entered into a consulting agreement with Summitt
Oil and Gas, Inc. ("Summitt"), as well as other third parties, to provide
business management services, and advice as it relates to the future of the
company.  This service shall include the drafting and preparation of
business plans, operating budgets, cash flow projections and other business
management services as we venture into the oil and gas business.  In
September 2007 and February 2008 new officers and directors were appointed who
have extensive experience in the oil and gas industry and will rely on their own
expertise to develop and grow the Company.  In April 2006 we executed an assignment of
an oil and gas lease under which we acquired 100% of the leasehold  rights
to drill and otherwise exploit 160 acres of certain underlying oil and gas
 reserves located in the County of Custer, Oklahoma, which we acquired from
Summitt for 677,000  restricted  shares of our common stock and agreed
to pay Summitt a royalty equal to 3% of the value of all oil  produced and
removed  under the lease and the net  proceeds  received by us
from the sale of all gas and  casinghead  gasoline  produced
 and sold under the lease.  The leasehold interest is not developed
and accordingly not currently producing oil or gas. Upon receiving the necessary
capitalization, we intend to explore the development of this field.  The
shares were valued at $406,200.  The Company recorded the asset at the
historical cost of $56,000 to the related party and recorded $350,200 as a
deemed dividend to the related party.  As of December 31, 2006 the Company
impaired the balance of the lease of $46,667.  In April 2006, we entered into a consulting
agreement with BlueFin, Inc. ("BlueFin").  BlueFin was retained to provide
business development, investor relations services, and introductions to
qualified funding sources, introductions to oil and gas business prospects and
introductions to accredited investors.  By leveraging BlueFin's resources
the Company anticipated that it would be able to find sources of capital to fund
its operations in the oil and gas business.  In April 2006, we also entered into an
agreement with Monterosa Group Limited ("Monterosa").  Monterosa was
retained to provide services including operation administration, transaction
processing and management, systems development, staff recruitment, acquisition
transaction support services, and other business management services as the
Company moves into the oil and gas business.  In April 2006, we also engaged Camden
Holdings, Inc. ("Camden"), an entity experienced in the energy sector that will
assist the Company in locating oil and gas opportunities.  Camdens
services include the drafting and preparation of business plans, operating
budgets, cash flow  4     projections and
other business management services as we venture into the oil and gas business.
 We have also been able to leverage our relationship with Camden to obtain
short-term financing as needed.  Camden has also agreed to advance sums to
the Company to assist in funding its operations over the short-term.  In
September 2007, the engagement of Camden ceased and as of December 31, 2007, the
balance of advances by Camden to the Company was $164,742.  In April 2006, we also engaged Design, Inc.
("Design"), an entity experienced in the energy sector that will assist the
Company in financing the transactions introduced by Camden and our other
consultants.  In July, 2006, the Company entered into a
Consulting Agreement with Catalyst Consulting Partners, LLC to provide the
Company with business consulting services in exchange for the issuance of
518,000 shares of the Company's common stock.  These shares were issued
during the quarter ended September 30, 2006.  In September, 2006, the Company entered
into a Consulting Agreement with Summitt Ventures Inc. ("SVI") for six months
which required the Company to issue 2,700,000 of its common stock to SVI for
services to be provided to the Company including business management services
and related services.  These shares were issued in September, 2006.  In September, 2006, the Company entered
into a Services Agreement with Rhone Alternative Marketing Partners ("RAMP) for
marketing and public relations services in exchange for the issuance of
1,000,000 shares of the Company's common stock.  These shares were issued
during the quarter ended September 30, 2006.  During the quarter ended September 30,
2006, the Company compensated certain third party individuals who provided
services to the Company.  In August and September, 2006, 600,000 shares
were issued for services.  In September, 2006, an additional 740,000 shares
were issued to consultants for services under the Company's 2006-1 Consultants
and Employees Services Plan.  This Plan was adopted in September, 2006 and
reserved 3,800,000 shares of the Company's common stock to consultants and
employees, which shares were registered in September, 2006.  During the
quarter ended December 31, 2006, 3,799,000 shares were issued under the Plan.  On October 19,
2007, the Company issued 50,000,000 shares of restricted stock K&D
Investments for oil properties in Throckmorton County, Texas (Walker-Buckler
Trust 380-381).   The Company recorded the transaction at fair market
value of $5,000,000 and on December 31, 2007, recorded impairment expense
related to the property of $5,000,000 resulting a net capitalized amount of $0. On October 29,
2007, the Company paid $30,000 to an individual for oil properties in
Throckmorton County, Texas (Putnam M Well).   The Company recorded the
transaction at fair market value of $30,000 and on December 31, 2007, recorded
impairment expense related to the property of $30,000 resulting a net
capitalized amount of $0.  We believe  that by changing  our
 direction  to the oil and gas markets we have improved our prospects
 for success due to both the current and expected  future positive
 market  conditions  which we expect to exploit initially from
the valuable contacts, industry expertise and business  opportunities we
expect to derive from our officers and directors who have extensive oil and gas
experience and contact.  We anticipate that we will have to raise
additional capital to fund operations over the next 12 months.  To the
extent that we are required to raise additional funds to acquire properties, and
to cover costs of operations, we intend to do so through additional public or
private offerings of debt or equity securities.  We currently have no full-time employees.  We will
primarily rely on our officers and directors to develop and grow the
Company.    Risk
Factors Risks
related to the Company Need for
additional financing.  We have a
line-of-credit for $100,000 with a related party, and at December 31, 2007, the
balance is $66,657.  This line-of-credit will not be sufficient to satisfy
our obligations and continue operations through the end of 2008, and therefore
we have an immediate need for capital.  Although our current strategy
requires significantly less capital versus the strategy from the prior
management team, there can be no assurance that we will be able to obtain the
sufficient short-term capital needed to sustain operations. The full and timely
development and implementation of our business plan and growth strategy will
require additional resources. We may not be able to obtain the working capital
necessary to implement our growth strategy. Furthermore, our growth strategy may
not produce material revenue even if successfully funded. Management intends to
explore a number of options to secure alternative sources of capital, including
the issuance of secured debt, volumetric production payments, subordinated debt,
or additional equity, including preferred equity securities or other equity
securities. We might not succeed, however, in raising additional equity capital
or in negotiating and obtaining additional and acceptable financing when we need
it. Our ability to obtain additional capital will also depend on market
conditions, national and global economies and other factors beyond our control.
Even if we are able to obtain the short-term capital necessary to sustain our
operations, if adequate capital is not available or is not available on 5     acceptable terms at a time when we needed it, our ability to close
acquisitions, execute our growth plans, develop or enhance our services or
respond to competitive pressures will be significantly impaired. There are no
assurances that we will be able to implement or capitalize on various financing
alternatives or otherwise obtain required working capital, the need for which is
substantial given our operating loss history. We have a
limited operating history.  We are a development stage company with a limited operating
history, and we face all the risks common to companies in their early stages of
development, including undercapitalization and uncertainty of funding sources,
high initial expenditure levels and uncertain revenue streams, an unproven
business model, and difficulties in managing growth. Our prospects must be
considered in light of the risks, expenses, delays and difficulties frequently
encountered in establishing a new business. Any forward-looking statements in
this report do not reflect any adjustments that might result from the outcome of
these types of uncertainty. Since inception, we have incurred significant
losses. No assurance can be given that we will be successful.  We may incur unforeseen costs and we may need to raise capital in
addition to that required by our business plan.  We are currently operating at a loss and intend to increase our
operating expenses significantly as we begin our acquisitions and oil and gas
production. Additionally, we may encounter unforeseen costs that could also
require us to seek additional capital. There can be no assurance that we will be
able to raise sufficient additional capital on acceptable terms, if at all. Any
additional financing may result in significant dilution to our existing
stockholders. Maintaining any
reserves and revenue we may acquire in the future depends on successful
development and acquisitions.  In general, the volume of production from oil and natural gas
properties declines as reserves are depleted, with the rate of decline depending
on reservoir characteristics. Except to the extent we acquire properties
containing proved reserves or conduct successful development activities, or
both, our proved reserves that we may acquire will decline. Our future oil and
natural gas production is, therefore, highly dependent upon our level of success
in finding or acquiring additional reserves. We are subject to substantial operating risks  The oil and natural gas business involves certain operating
hazards such as well blowouts, mechanical failures, explosions, uncontrollable
flows of oil, natural gas or well fluids, fires, formations with abnormal
pressures, hurricanes, pollution, releases of toxic gas and other environmental
hazards and risks. We could suffer substantial losses as a result of any of
these events. While we intend to carry general liability, control of well, and
operator's extra expense coverage typical in our industry, we will not be fully
insured against all risks incident to our business, such as acts of God. We may not always be the operator of some of our wells. As a
result, our operating risks for those wells and our ability to influence the
operations for these wells will be less subject to our control. Operators of
these wells may act in ways that are not in our best interests.  6     Our
operations have significant capital requirements.  We expect to experience substantial working capital needs as we
begin our active development and acquisition programs. Even if we are able to
obtain the short-term capital necessary to maintain our operations, additional
financing will be required in the future to fund our growth and operations. No
assurances can be given as to the availability or terms of any such additional
financing that may be required or that financing will continue to be available
under new credit facilities. In the event such capital resources are not
available to us, our drilling and other activities would be curtailed. We may have
difficulty managing future growth and the related demands on our resources
and may have difficulty in achieving future growth. We expect to experience rapid growth through acquisitions and
development activity for the foreseeable future. Any future growth may place a
significant strain on our financial, technical, operational and administrative
resources. Our ability to grow will depend upon a number of factors, including
our ability to identify and acquire new development or acquisition prospects,
our ability to develop existing properties, our ability to continue to retain
and attract skilled personnel, hydrocarbon prices and access to capital. There
can be no assurance that we will be successful in achieving growth or any other
aspect of our business strategy. We face
strong competition from larger oil and natural gas companies. Our competitors include major integrated oil and natural gas
companies and numerous independent oil and natural gas companies, individuals
and drilling and income programs. Many of our competitors are large,
well-established companies with substantially larger operating staffs and
greater capital resources than us. We may not be able to successfully conduct
our operations, evaluate and select suitable properties and consummate
transactions in this highly competitive environment. Specifically, these larger
competitors may be able to pay more for development projects and productive oil
and natural gas properties and may be able to define, evaluate, bid for and
purchase a greater number of properties and prospects than our financial or
human resources permit. In addition, such companies may be able to expend
greater resources on the existing and changing technologies that we believe are
and will be increasingly important to attaining success in the industry. Our
acquisition program may be unsuccessful, particularly in light of our recent
formation and limited history of acquisitions.  Although our personnel have had significant experience within the
oil and gas industry, we may not be in as good a position as our more larger and
better funded competitors to execute a successful acquisition program or close
additional future transactions. The successful acquisition of producing
properties requires an assessment of recoverable reserves, future oil and
natural gas prices, operating costs, potential environmental and other
liabilities and other factors. Such assessments, even when performed by
experienced personnel, are necessarily inexact and their accuracy inherently
uncertain. Our review of subject properties, which generally includes on-site
inspections and the review of reports filed with various regulatory
entities,will not reveal all existing or
potential problems, deficiencies and capabilities. We may not always perform
inspections on every well, and may not be able to observe structural and
environmental problems even when we undertake an inspection. Even when problems
are identified, the seller may be unwilling or unable to provide effective
contractual protection against all or part of such problems. There can be no
assurances that any acquisition of property interests by us will be successful
and, if unsuccessful, that such failure will not have an adverse effect on our
future results of operations and financial condition. We
cannot market our production without the assistance of third parties. The marketability of our production depends upon the proximity of
our reserves to, and the capacity of, facilities and third party services,
including oil and natural gas gathering systems, pipelines, trucking or terminal
facilities, and processing facilities. The unavailability or lack of capacity of
such services and facilities could result in the shut-in of producing wells or
the delay or discontinuance of development plans for properties. A shut-in or
delay or discontinuance could adversely affect our financial condition. In
addition, federal and state regulation of oil and natural gas production and
transportation affect our ability to produce and market our oil and natural gas
on a profitable basis. Risks
Relating to the Oil and Gas Industry Oil and Gas
Drilling, re-completions and re-working are speculative activities and
involve numerous risks and substantial and uncertain costs. Our growth will be materially dependent upon the success of our
future drilling and development program. Drilling for oil and gas and re-working
existing wells involve numerous risks, including the risk that no commercially
productive oil or natural gas reservoirs will be encountered. The cost of
drilling, completing and operating wells is substantial and uncertain, and
drilling operations may be curtailed, delayed or cancelled as a result of a
variety of factors beyond our control, including unexpected drilling conditions,
pressure or irregularities in formations, equipment failures or accidents,
adverse weather conditions, compliance with governmental requirements and
shortages or delays in the availability of drilling rigs or crews and the
delivery of equipment. Although we believe that our focus on re-developing
existing oil and gas field and advanced drilling technology should increase the
probability of success of our wells and should reduce average finding costs
through elimination of prospects that might otherwise be drilled using other
traditional methods, drilling or reworking remains a speculative activity. Even
when fully utilized, lateral drilling does not predetermine if hydrocarbons will
in fact be present in such structures if they are drilled.  Our future
drilling activities may not be successful and, if unsuccessful, such failure
will have an adverse effect on our future results of operations and financial
condition. There can be no assurance that our overall drilling success rate or
our drilling success rate for activity within a particular geographic area will
not decline. Although we may discuss drilling prospects that we have identified
or budgeted for, we may ultimately 7      not lease or drill these prospects within the expected time frame,
or at all. We may identify and develop prospects through a number of methods,
some of which do not include horizontal drilling. The drilling and results for
these prospects may be particularly uncertain Our drilling schedule may vary
from our capital budget. The final determination with respect to the drilling of
any scheduled or budgeted wells will be dependent on a number of factors,
including, but not limited to: (i) the results of previous development efforts
and the acquisition, review and analysis of data; (ii) the availability of
sufficient capital resources to us and the other participants for the drilling
of the prospects;(iii) the approval of the prospects by other participants
after additional data has been compiled; (iv) economic and industry conditions
at the time of drilling, including prevailing and anticipated prices for oil and
natural gas and the availability of drilling rigs and crews; (v) our financial
resources and results; (vi) the availability of leases and permits on reasonable
terms for the prospects; and (vii) the success of our drilling technology. There
can be no assurance that these projects can be successfully developed or that
the wells discussed will, if drilled, encounter reservoirs of commercially
productive oil or natural gas. There are numerous uncertainties in estimating
quantities of proved reserves, including many factors beyond our control. Reliance
on technological development and possible technological obsolescence. Our business is dependent upon utilization of changing technology.
As a result, our ability to adapt to evolving technologies, obtain new
technology and maintain technological advantages will be important to our future
success. We believe that our ability to utilize state of the art technologies
will give us an advantage over many of our competitors. This advantage, however,
is based in part upon technologies developed by others, and we may not be able
to maintain this advantage. As new technologies develop, we may be placed at a
competitive disadvantage, and competitive pressures may force us to implement
such new technologies at substantial cost. There can be no assurance that we
will be able to successfully utilize, or expend the financial resources
necessary to acquire, new technology, or that others will not either achieve
technological expertise comparable to or exceeding that of our Company or that
others will not implement new technologies before us. One or more of the
technologies we end up adopting or implementing may, in the future, become
obsolete. In such case, our business, financial condition and results of
operations could be materially adversely affected. If we are unable to utilize
the most advanced commercially available technology, our business, financial
condition and results of operations could be materially and adversely
affected. Oil and
natural gas prices are highly volatile in general and low prices negatively
affect our financial results.  Our revenue, profitability, cash flow, future growth and ability
to borrow funds or obtain additional capital, as well as the carrying value of
our properties, are substantially dependent upon prevailing prices of oil and
natural gas. Lower oil and natural gas prices also may reduce the amount of oil
and natural gas that we can produce economically. Historically, the markets for
oil and natural gas have been volatile, and such markets are likely to continue
to be volatile in the future. Prices for oil and natural gas are subject to wide
fluctuation in response to
relatively minor changes in the supply of and demand for oil and natural gas,
market uncertainty and a variety of additional factors that are beyond our
control. These factors include the level of consumer product demand, weather
conditions, domestic and foreign governmental regulations, the price and
availability of alternative fuels, political conditions, the foreign supply of
oil and natural gas, the price of foreign imports and overall economic
conditions It is impossible to predict future oil and natural gas price
movements with certainty. Declines in oil and natural gas prices may materially
adversely affect our financial condition, liquidity, ability to finance planned
capital expenditures and results of operations. Government
regulation and liability for environmental matters may adversely affect our
business and results of operations.  Oil and natural gas operations are subject to extensive federal,
state and local government regulations, which may be changed from time to time.
Matters subject to regulation include discharge permits for drilling operations,
drilling bonds, reports concerning operations, the spacing of wells, unitization
and pooling of properties and taxation. From time to time, regulatory agencies
have imposed price controls and limitations on production by restricting the
rate of flow of oil and natural gas wells below actual production capacity in
order to conserve supplies of oil and natural gas. There are federal, state and
local laws and regulations primarily relating to protection of human health and
the environment applicable to the development, production, handling, storage,
transportation and disposal of oil and natural gas, by-products thereof and
other substances and materials produced or used in connection with  oil and
natural gas operations. In addition, we may be liable for environmental damages
caused by previous owners of property we purchase or lease As a result, we may
incur substantial liabilities to third parties or governmental entities. We are
also subject to changing and extensive tax laws, the effects of which cannot be
predicted. The implementation of new, or the modification of existing, laws or
regulations could have a material adverse effect on us.  8    Risks
Associated with Our Stock Our
stock price has been and may continue to be very volatile. Our common stock is thinly traded and the market price has been,
and is likely to continue to be, highly volatile. During the 12 months prior to
December 31, 2007, our stock price as traded on the OTC Bulletin Board has
ranged from $0.20 to $0.07.  The variance in our share price makes it
extremely difficult to forecast with any certainty the stock price at which you
may be able to buy or sell shares of our common stock. The market price for our
 common stock could be subject to wide fluctuations due to factors beyond
our control, such as: actual or anticipated variations in our results of
operations, naked short selling of our common stock and stock price
manipulation, changes or fluctuations in  the commodity prices of oil and
natural gas, general conditions and trends in the oil and gas industry, general
economic, political and market conditions. Use of our common
stock to pay for third party services could dilute current investors.  In the past we have used our common stock to pay for the services
of third party consultants.  Due to the experience of our current investors
we do not anticipate having to use third party consultants to execute our growth
strategy.  However, unforeseen circumstances may arise where third party
services are required and common stock may be used to pay for said services.
 As of February 28, 2008,  we have issued 33,335,000 shares  of
our common stock to said consultants. Further issuances in exchange for such
services will dilute current investors. Future sales of our common stock in the
public market could adversely affect the price of our common stock. Sales of substantial amounts of common stock in the public market
that are not currently freely tradable, or even the potential for these sales,
could have an adverse effect on the market price for the shares of our common
stock. These shares include approximately 28.2 million shares held by founders,
investors and service providers, and 1,800,000 warrants at February 28, 2007.
Unregistered shares may not be sold except in compliance with Rule 144
promulgated by the SEC, or some other exemption from registration. Rule 144 does
not prohibit the sale of these shares but does place conditions and restrictions
on their resale, which must be complied with before they can be resold. A summary of the
warrant activity for the period ended December 31, 2007 is as follows:  Warrants
Outstanding
Weighted
Average Exercise Price
Aggregate
Intrinsic ValueOutstanding,
December 31, 2006
1,800,000
$0.67
$-Granted
-
2.63
-Forfeited /
Canceled
-
2.63
-Exercised
-
-
-Outstanding,
December 31, 2007
1,800,000
$0.67
$-  The weighted average
remaining contractual life of warrants outstanding is 2.10years at December 31, 2007.  Outstanding
Warrants


Exercisable
WarrantsRange of
Exercise Price
Number
Average
Remaining Contractual Life
Average
Exercise Price
Number$0.67
1,800,000
2.10
$0.67
1,800,000  The Company estimated the fair value of
each stock warrant at the grant date by using the Black-Scholes option-pricing
mode.  The weighted-average
assumptions used in estimating the fair value of warrantsgranted during the year ended December 31, 2007,
and the period ended December 31, 2006 along with theweighted-average grant date fair values, were as
follows.  2007
2006Expected volatility
80.0%
80.0%Expected life in years
5 years
5 yearsRisk free interest rate
5.07%
5.07%Dividend yield
0%
0%  During the period ended December
31, 2007, the Company did not grant any warrants. Future
sales of our common stock in the public market could limit our ability to raise
capital.  Sales of substantial amounts of our common stock pursuant to
Rule 144, upon exercise or conversion of derivative securities or otherwise, or
even the potential of these sales, could also affect our ability to raise
capital through the sale of equity securities. The Company
has never paid cash dividends on its common stock and does not intend to do so
in the foreseeable future.  Present
management and directors may control the election of our directors and all
other matters submitted to the stockholders for approval. Our executive officers and directors, in the aggregate,
beneficially own approximately 0.0% of our outstanding common stock. K&D
Equity Investments is our single largest shareholder owning 37.67% of our common
stock.  Summitt Oil Inc, holds 31.43% of our  common stock and is our
second largest shareholder. Accordingly, this concentration of ownership may
have the effect of delaying, deferring or preventing a change in control of the
Company, impede a merger, consolidation, takeover or other business combination
involving the Company or discourage a potential acquirer from making a tender
offer or otherwise attempting to obtain control of the Company, which in turn
could have an adverse effect on the market price of our common stock. 9      "Penny
stock" regulations may impose certain restrictions on marketability of
securities.  The SEC adopted regulations, which generally define "penny stock"
to be an equity security that has a market price of less than $5.00 per share.
Our common stock may be subject to rules that impose additional sales practice
requirements on broker-dealers who sell these securities to persons other than
established customers and accredited investors (generally those with assets in
excess of $1,000,000, or annual incomes exceeding $200,000 or $300,000 together
with their spouse). For transactions covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of these
securities and have received the purchaser's prior written consent to the
transaction. Additionally, for any transaction, other than exempt transactions,
involving a penny stock, the rules require the delivery, prior to the
transaction, of a risk disclosure document mandated by the SEC relating to the
penny stock market. The broker-dealer also must disclose the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities and, if the broker-dealer is the sole market-maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Finally, monthly statements must be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell our common stock and may affect
the ability to sell our common stock in the secondary market. The market
for our Company's securities is limited and may not provide adequate
liquidity.  Our common stock
is currently traded on the OTC Bulletin Board ("OTCBB"), a regulated quotation
service that displays real-time quotes, last-sale prices, and volume information
in over-the-counter equity securities. As a result, an investor may find it more
difficult to dispose of, or obtain accurate quotations as to the price of, our
securities than if the securities were traded on the Nasdaq Stock market, or
another national exchange. There are a limited number of active market makers of
our common stock. In order to trade shares of our common stock you must use one
of these market makers unless you trade your shares in a private transaction. In
the twelve months prior to December 31, 2007, the actual trading volume ranged
from a low of no shares of common stock to a high of 154,400 shares of common
stock. On most days, this trading volume means there is limited liquidity in our
shares of common stock. Selling our shares is more difficult because smaller
quantities of shares are bought and sold and news media coverage about us is
limited. These factors result in a limited trading market for our common stock
and therefore holders of our Company's stock may be unable to sell shares
 purchased should they desire to do so. Item 7.
Financial Statements. The report
of independent auditors and financial statements are set forth in this report
beginning on Page F-1.  Item
8. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure. There were no disagreements with
accountants on accounting and financial disclosure during the relevant period. Item 8A.
Controls and Procedures  Our Chief Executive Officer and Chief
Financial Officer have evaluated the effectiveness of our disclosure controls
and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period ended December 31, 2007 (the "Evaluation Date"). During the course
of the audit for our year ended December 31, 2005 in May, 2006, our auditor
discovered numerous errors in our financial statements in our financial
statements in our quarterly report for the period ended September 30, 2005 as
disclosed in our Form 8-K/A filed on June 14, 2006. As a result of these errors,
and others, we restated our  Form 10-QSB for the quarter ended September
30, 2005, and will restate the financial statements for the period ended June
30, 2005, in our Form 8-K/A filed on January 24, 2006. Our conclusion to restate
our Form 10-QSB for the quarter ended September 30, 2005 and Form 8-K/A filed on
January 24, 2006, resulted in the Company recognizing that its controls and
procedures were not effective as of the period ended December 31, 2005 and
constituted material weaknesses which began after the close of the Exchange
Agreement on or about July 16, 2005. The material weaknesses were primarily the
result of our having no controller and no qualified personnel and as a result,
transactions were omitted, recorded incorrectly, or recorded without support.  Limitations on the Effectiveness of Internal Controls  Disclosure controls and procedures are
designed to provide reasonable assurance of any entity achieving its disclosure
objectives. Our chief executive officer and chief financial officer have
concluded that our disclosure controls and procedures were not effective as the
fiscal year ended  December 31, 2005 and the Company has since implemented
disclosure controls and procedures to ensure that the Company has the proper
disclosure controls and procedures to keep this from happening again. The
likelihood of achieving such objectives is affected by limitations inherent in
disclosure controls and procedures. These include the fact that human judgment
in decision-making can be faulty and that breakdowns in internal control can
occur because of human failures such as simple errors or mistakes or intentional
circumvention of the established process.  In May, 2006, we remediated the material
weakness in internal control over financial reporting by having our Chief
Executive Officer and Chief Financial Officer review in detail all adjustments
affecting the issuances of our securities and we retained an outside consultant
to make accounting entries. 10     PART III Item 9. Directors, Executive
Officers, Promoters and Control Persons Compliance with
Section 16(a) of the Exchange Act. Identification of Directors and Executive
Officers of the Company Our current officers and directors consist of the
following persons:  NAME
                        AGE
     OFFICE
                         SINCE-------------------
        ------
  -------------------
            
 -----Jeffery Joyce
                45
      President & CEO
                 2008
Dean
Elliott
                 54
      Secretary
                       2008
Michelle
Sheriff
             35
      Director
                        2007  The Director named above will serve until the next annual meeting
of our shareholders. Thereafter, Directors will be elected for one-year terms at
the annual shareholders' meeting. Officers will hold their positions at the
pleasure of the Board of Directors. There is no arrangement or understanding
between the Directors and Officers of the Company and any other person pursuant
to which any Director or Officer was or is to be selected as a Director or
Officer of the Company. There is no
family relationship between or among any Officer and Director. On September 25,
2007, Charles Stidham and E. Robert Barbee were appointed directors.
Concurrently, Mr. Stidham and Ms. Michele Sheriff were appointed as President,
Chief Executive Officer and Chief Financial Officer and as Secretary,
respectively. Immediately following the appointment of the new directors, Linda
Contreras resigned as officer and director. Mr. Stidham also succeeded Ms.
Contreras as Chief Executive Officer and Chief Financial Officer of the
Registrant. On February 4,
2008, the Board of Directors filled two Director vacancies due to the
resignation of Mr. Duke and Mr. Barbee.  Jeffery Joyce and Dean Elliott
were appointed to fill the vacancies.  After the appointment of the new
Directors, Mr. Stidham offered his resignation as President and Director.
 Mr. Joyce was appointed President and Mr. Elliott was appointed Vice
President and Secretary. We have no audit committee. We have a compensation committee that
administers our 2006 Employee Stock Option Plan that we adopted in April
2006.  The following is a
brief account of the business experience during at the least the last five years
of the directors and executive officers, indicating their principal occupations
and employment during that period, and the names and principal businesses of the
organizations in which such occupations and employment were carried out.  Mr. Joyce was appointed as a member of the
Board of Directors of the Company and President effective February 4, 2008.
 Mr. Joyce's expertise is in project management and sales development,
having been active in project management and sales development roles for various
real estate concerns in the Dallas, Texas area.  Dean Elliott was appointed as a member of
the Board of Directors of the Company and President effective February 4, 2008.
 Mr. Elliott, has over 30 years experience in various oil and gas executive
positions varying from mid-size independent oil & gas operators to large
fully integrated publicly traded energy companies. For more than the last five
years, Mr. Elliott has been an independent oil and gas developer. Mr. Elliott
has extensive knowledge in seeking, evaluating, securing, drilling and
developing over 100 oil and gas wells in Texas, Oklahoma and Louisiana. His
background also includes extensive experience in mergers and acquisitions,
financing and hands-on experience in all aspects of oil and gas operations, from
prospect to pipeline.  Mr. Elliott is 54.  Michelle Sheriff was appointed as a member
of the Board of Directors of the Company September 25, 2007.  Ms. Sheriff
has been Vice-President of Curado Energy Resources in Dallas, Texas since 2005.
Her experience includes drilling operations, field operations management, oil
and gas accounting, land/lease/equipment purchasing, well operation evaluations,
contract preparation, and marketing programs management. Prior to joining Curado
Energy, Ms. Sheriff was employed with AirGATE Technologies, a Texas- based
corporation focusing on enterprise wireless technology solutions in the area of
RFID.  Ms. Sheriff has over 16 years sales and marketing experience
developing customer relationships with Fortune 500 and national corporations.
 Ms. Sheriff is 35.  Linda Contreras was appointed our sole
Director on April 12, 2007.  She has been working for the past year as the
Research & Acquisitions Officer for Summitt Oil & Gas in Beverly Hills,
California. She has led the acquisitions team in the evaluation of offerings in
oil and gas development programs, and provides economic analysis of all proposed
acquisitions, divestitures, and drilling activities.  Ms. Contreras
received her Bachelor of Arts in Political Science from the University of
California at Berkeley in 2003. On or about March 1, 2006, in the U.S. Bankruptcy Court for the
Southern District of California, an involuntary petition for bankruptcy under
chapter 7 under the United States Bankruptcy Code was filed against Boston
Equities Corporation, our then largest shareholder holding approximately 25.90%
of our issued and outstanding common stock. After such filing, Boston Equities
Corporation converted the case from chapter 7 to chapter 11. 11      Compliance
with Section 16(a) of the Exchange Act Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than 10% shareholders are required by SEC
regulations to furnish the Company  with copies of all Section 16(a) forms
they file. To our knowledge, based solely on its review of the copies of such
reports furnished to the company and written representations that no other
reports were required during the fiscal year ended December 31, 2006, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with. Code of
Ethics Code of
Ethics for the Chief Executive Officer and the Principal Financial Officer Our Board of
Directors has adopted the Code of Ethical and Professional Standards of National
Healthcare Technology, Inc. and Affiliated Entities Code of Business Conduct and
Ethics that applies to its officers and employees effective on April 11, 2007, a
copy of which is filed as an exhibit hereto. We will provide any person without
charge, a copy of our code of ethics, upon receiving a written request in
writing addressed to the Company at the Company's address, attention:
Secretary. Item 10.
Executive Compensation. During fiscal 2007
we paid a total of $81,375- in executive compensation, all of which was regular
compensation. The table below shows the compensation split:  Cash compensation
Stock issuances
Total CompensationJohn Carlson
$75,000
$0
$75,000Linda Contreras
6,375
0
6,375$81,375
$0
$75,000   Employment Agreements  The following
transaction took place between the Company and Ross-Lyndon James,the Company's then Chief Executive Officer and
Director:  On April 3, 2006, theCompany entered into an employment agreement with Ross Lyndon James who
has beenserving as the Company's President
without compensation and written agreementsince being appointed to such office by the Board of Directors of the
Company inJune 2005. Mr. Lyndon James had
also served without compensation as a directorof the Company. Under the terms of the agreement, Mr. Lyndon James
receivedcompensation equal to twenty five
thousand dollars ($25,000) per month payablemonthly in advance.  He was also  granted one million
 eight  hundred thousand(1,800,000)  restricted  shares of common stock upon execution
of the employmentagreement  as a
signing  bonus,  as well as a  termination  grant of two
million (2,000,000)  shares of  restricted  common  stock.
 All shares have piggy-backregistration rights. Additionally, the Company agreed to grant him a
warrant toacquire three hundred thousand
(300,000) restricted shares of the Company'scommon stock. The exercise price is to be based on the bid price of the
stock onthe date of the agreement.
 The warrants expire five years after the date ofgrant.  Additionally, Mr. Lyndon James will
be entitled to participate in anystock
option program offered by the Company to its employees.  In July 24, 2006,
Mr. Lyndon James resigned as the Companys Chief Executive Officer and Director.
On the resignation of the Director, the Company forfeited the warrants. The
Company recorded shares to be issued of $2,500,000 for the termination
shares.  On April 3, 2006,
 the Company  entered into an employment  agreement with
BrianHarcourt who has been serving as an
officer of the Company without  compensationand  written  agreement  since  being  appointed
 to such office by the Board ofDirectors  of the Company in June 2005.  Mr. Harcourt has also
served withoutcompensation as a director
of the Company. Under the terms of the agreement, Mr. Harcourt will receive
compensation equal to twenty five thousand dollars($25,000) per month payable monthly in advance.  He was also granted
one millioneight  hundred
 thousand  (1,800,000)  restricted  shares of common
 stock  uponexecution  of
 the  employment  agreement  as a  signing  bonus,
 as  well  as atermination
 grant of two million  (2,000,000)  restricted  shares of
the commonstock. All shares have piggy
back registration rights. Additionally, the Companyagreed to grant him a warrant to acquire three
hundred thousand (300,000)restricted
shares of the Company's common stock.  The exercise price is to bebased on the bid price of the stock on the date
of the agreement.  The warrantsexpire
five years after the date of grant.  Additionally, Mr. Harcourt will
beentitled to participate in any stock
option program offered by the Company toits employees.  In July 24, 2006, Mr. Harcourt resigned as the
Companys Chief Financial Officer and Director. On the resignation of the
Director, the Company forfeited the warrants. The Company recorded shares to be
issued of $2,500,000 for the termination shares.  Currently, the Company has no employment
agreements outstanding.   12     Stock
Option Plan The Company adopted an Incentive Stock Option Plan for
non-employee directors on October 1, 1998. We have not awarded any options under
this Plan. No director receives or accrues any compensation for his services as
a director, including committee participation and/or special assignments. On April 3, 2006, our Board of Directors authorized and approved
the adoption of the 2006 Stock Option Plan effective April 3, 2006 (the "2006
Stock Option Plan"). The 2006 Stock Option Plan is administered by the duly appointed
compensation committee. Our compensation committed consists of Rosamaria
DeSimone, a consultant to the Company, and Brian Harcourt. The 2006 Stock Option
Plan provides authorization to grant stock options of up to 2,500,000 shares. At
the time a stock option is granted under the Stock Option Plan, the compensation
committee shall fix and determine the exercise price at which shares of common
stock of the Company may be acquired and vesting period thereof. In the event an optionee ceases to be employed by or to provide
services to the Company for reasons other than cause, retirement, disability or
death, any stock option that is vested and held by such optionee generally may
be exercisable within up to ninety (90) calendar days after the effective date
that his position ceases, and after such 90-day period any unexercised stock
option shall expire. In the event an optionee ceases to be employed by or to
provide services to the Company for reasons of retirement, disability or death,
any stock option that is vested and held by such optionee generally may be
exercisable within up to one-year after the effective date that his position
ceases, and after such one-year period any unexercised stock option shall
expire. No stock options granted under the 2006 Stock Option Plan will be
transferable by the optionee, and each stock option will be exercisable during
the lifetime of the optionee subject to the option period of ten (10) years or
limitations described above. Any stock  option held by an optionee at the
time of his death may be exercised by his estate within one (1) year of his
death or such longer period as the compensation committee may determine. Upon exercise of the options, the optionee will deliver
consideration in the amount of the exercise price multiplied by the number of
shares to be issued as a result of the exercise; provided, however, the
compensation committee reserves, at any and all times, the right, in its sole
and absolute discretion, to establish, decline to approve or terminate any
program or procedures for the exercise of stock options by means of a cashless
exercise. Compensation of
Directors Directors
are entitled to reimbursement for reasonable travel and other out-of-pocket
expenses incurred in connection with attendance at meeting of the Board of
Directors. We have no written employment
agreements with our directors. Item 11.
Security Ownership of Certain Beneficial Owners and Management There were
13,271,985 shares of our common stock issued and outstanding on February 25,
2007.  The following tabulates holdings of shares of the Company by each
person who, subject to the above, at the date of this Report, holds of record or
is known by Management to own beneficially more than five percent (5%) of our
common stock and, in addition, by all of our directors and officers individually
and as a group.  ----------------------------------------
-------------------- ------------------NAME AND ADDRESS
                        NUMBER
OF SHARES
      PERCENT                                         OWNED
BENEFICIALLY     OF SHARES
OWNED---------------------------------------- --------------------
------------------Boston Equities Corporation(1)
            900,751
                 8.79%1660
Union StreetSan Diego, CA
90802---------------------------------------- --------------------
-----------------Summitt Oil & Gas(1)
                     4,170,800
               31.43%9595
Wilshire Boulevard Suite 510Beverly Hills, CA
90212----------------------------------------
--------------------------------------K&D Equity Investments
                   5,000,000
               37.67%1692
Club Hill DriveDallas, TX
75248----------------------------------------
--------------------------------------
Cede
& Co.
                               1,912,800
               14.41%PO
Box 222, Bowling Green StationNew York, NY
10274----------------------------------------
--------------------------------------


ALL
DIRECTORS AND EXECUTIVE OFFICERS
              0
               0.00%   (*) Denotes Officer or
Director;(1) Boston Equities Corporation and Summitt
Oil & Gas are related parties;  13    Changes in Control There are no
arrangements known by us, including any pledge by any person of securities of
the Company, the operation of which may at a subsequent date result in a change
of control of the Company. Item 12.
Certain Relationships and Related Transactions. During the year
the following transactions occurred between the Company and certain related
parties:  A.
      Ross-Lyndon James  The following
transaction took place between the Company and Ross-Lyndon James,the Company's Chief Executive Officer and
Director:  On April 3, 2006, theCompany entered into an employment agreement with Ross Lyndon James who
has beenserving as the Company's President
without compensation and written agreementsince being appointed to such office by the Board of Directors of the
Company inJune 2005. Mr. Lyndon James had
also served without compensation as a directorof the Company. Under the terms of the agreement, Mr. Lyndon James
receivedcompensation equal to twenty five
thousand dollars ($25,000) per month payablemonthly in advance.  He was also  granted one million
 eight  hundred thousand(1,800,000)  restricted  shares of common stock upon execution
of the employmentagreement  as a
signing  bonus,  as well as a  termination  grant of two
million (2,000,000)  shares of  restricted  common  stock.
 All shares have piggy-backregistration rights. Additionally, the Company agreed to grant him a
warrant toacquire three hundred thousand
(300,000) restricted shares of the Company'scommon stock. The exercise price is to be based on the bid price of the
stock onthe date of the agreement.
 The warrants expire five years after the date ofgrant.  Additionally, Mr. Lyndon James will
be entitled to participate in anystock
option program offered by the Company to its employees.  In July 24, 2006,
Mr. Lyndon James resigned as the Companys Chief Executive Officer and Director.
On the resignation of the Director, the Company forfeited the warrants. The
Company recorded shares to be issued of $2,500,000 for the termination shares.  B.
      Brian Harcourt  The following
transaction took place between the Company and Brian Harcourt, theCompany's Chief Financial Officer and Director
and parties related to BrianHarcourt:  On April 3, 2006,
 the Company  entered into an employment  agreement with
BrianHarcourt who has been serving as an
officer of the Company without  compensationand  written  agreement  since  being  appointed
 to such office by the Board ofDirectors  of the Company in June 2005.  Mr. Harcourt has also
served withoutcompensation as a director
of the Company. Under the terms of the agreement, Mr. Harcourt will receive
compensation equal to twenty five thousand dollars($25,000) per month payable monthly in advance.  He was also granted
one millioneight  hundred
 thousand  (1,800,000)  restricted  shares of common
 stock  uponexecution  of
 the  employment  agreement  as a  signing  bonus,
 as  well  as atermination
 grant of two million  (2,000,000)  restricted  shares of
the commonstock. All shares have piggy
back registration rights. Additionally, the Companyagreed to grant him a warrant to acquire three
hundred thousand (300,000)restricted
shares of the Company's common stock.  The exercise price is to bebased on the bid price of the stock on the date
of the agreement.  The warrantsexpire
five years after the date of grant.  Additionally, Mr. Harcourt will
beentitled to participate in any stock
option program offered by the Company toits employees.  In July 24, 2006, Mr. Harcourt resigned as the
Companys Chief Financial Officer and Director. On the resignation of the
Director, the Company forfeited the warrants. The Company recorded shares to be
issued of $2,500,000 for the termination shares.  On April 5, 2006, the
Company entered into a consulting agreement with First CreditHolding Ltd ("First Credit") to provide business
management services and adviceas it
relates to the Company's future.  Under the terms of the agreement,
theCompany agreed to pay First Credit a
fee of three million five hundred thousand(3,500,000) restricted shares of common stock. The fee is non-refundable
andconsidered earned when the shares are
delivered.  The company is amortizing theexpense over the period of the services.  Brian Harcourt, one of our
directors,is the controlling shareholder
of First Credit. The shares of stock were issuedin April 2006.  Item 13. Exhibits
and Reports on Form 8-K Exhibits   Exhibit

Description10.4

Consulting Agreement dated April 3, 2006 by and
between Summitt Oil and Gas, Inc. and Company (previously filed as an
exhibit to our Form 8-K, file no. 001-28911, on April 5, 2006 and
incorporated herein by reference.) 14     10.5

Management Employment Agreement dated April 3, 2006
by and between Ross Lyndon James and the Company (previously filed as an
exhibit to our Form 8-K, file no. 001-28911, on April 5, 2006 and
incorporated herein by reference.)10.6

Management Employment Agreement dated April 3, 2006
by and between Brian Harcourt  and the Company (previously filed as
an exhibit to our Form 8-K, file no. 001-28911, on April 5, 2006 and
incorporated herein by reference.)10.7

2006 Employee Stock Option Plan (previously filed
as an exhibit to the Companys Form 8-K, file no. 001-28911, on April 5,
2006 and incorporated herein by reference.)10.8

Consulting Agreement by and between us and Camden
Holdings, Inc. dated January 8, 2006 (previously filed as an exhibit to
our Form 10-KSB/A, file no. 001-28911, on June 8, 2006 and incorporated
herein by reference.)10.9

Consulting Agreement by and between us and Design,
Inc. dated January 8, 2006 (previously filed as an exhibit to our Form
10-KSB/A, file no. 001-28911, on June 8, 2006 and incorporated herein by
reference.)10.10

Stock Purchase Agreement between us and Liquid
Stone Partners dated April 4, 2006  (previously filed as an exhibit
to our Form 10-KSB/A, file no. 001-28911, on June 8, 2006 and incorporated
herein by reference.)10.11

Amended Assignment of leasehold rights between us
and Summitt Holdings, Inc. dated April 4, 2006 (previously filed as an
exhibit to our Form 10-KSB/A, file no. 001-28911, on June 8, 2006 and
incorporated herein by reference.)10.12

Consulting Agreement between us and Credit First
Holdings, Inc. dated April 5, 2006 (previously filed as an exhibit to our
Form 10-KSB/A, file no. 001-28911, on June 8, 2006 and incorporated herein
by reference.)10.13

Promissory note executed by us to repay Camden
Holdings, Inc. dated April 25, 2006 (previously filed as an exhibit to our
Form 10-KSB/A, file no. 001-28911, on June 8, 2006 and incorporated herein
by reference.)10.14

Promissory note executed by us to repay Camden
Holdings, Inc. dated June 8, 2006 (previously filed and incorporated
herein by reference.)10.16

Consolidated note and security agreement with
Camden Holdings, Inc. dated January 5, 2007  (previously filed as an
exhibit to our 8-K, file no. 01-28911 and incorporated herein by
reference)10.17

Consulting agreement with Camden Holdings, Inc.
dated January 5, 2007 (previously filed as an exhibit to our 8-K, file no.
01-28911 and incorporated herein by reference)10.18

Consolidated note and security agreement with
Summitt Oil & Gas, Inc. dated January 5, 2007 (previously filed as an
exhibit to our Form 8-K, file no. 01-28911 and incorporated herein by
reference)10.18

Consulting agreement with Summitt Oil & Gas,
Inc. dated January 5, 2007 (previously filed as an exhibit to our Form
8-K, file no. 01-28911 and incorporated herein by reference)14.1

Code of Ethical and Professional Standards of
Brighton Oil & Gas, Inc. and Affiliated Entities, attached
hereto.31.1

Certification by Jeffery Joyce, Chief Executive
Officer, as required under Section 302 of  Sarbannes-Oxley Act of
2002, attached hereto.31.2

Certification by Jeffery Joyce, Chief Financial
Officer, as required under Section 302 of  Sarbannes-Oxley Act of
2002, attached hereto. 15      32

Certification as required under Section 906 of
Sarbannes-Oxley Act of 2002, attached hereto    (b) Reports
on Form 8-K:    Item 14.
Principal Accountant Fees and Services. Audit Fees: The aggregate fees billed for the last fiscal year for
services rendered by our principal accountant for the audit of our financial
statementsand review
of financial statements included in our form 10QSB's for the fiscal years ended
December 31, 2007 and  2006 were $35,000 and $29,500 respectively. Audit
Related Fees: $ 35,000 Tax Fees: $
-0- All Other Fees: $ -0- SIGNATURES In accordance with Section 13 or
15(d) of the Exchange Act, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized. Brighton Oil
& Gas, Inc.  By: /s/ JEFFERY
JOYCE        Jeffery
Joyce,       Chief Executive 
       Officer
Dated: April
8,2008  In
accordance with the Exchange Act, this report has been duly signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.  /s/ JEFFERY
JOYCE  Jeffery Joyce,
CEO, CFO, Director  16     BRIGHTON OIL & GAS, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007          F-1      BRIGHTON OIL & GAS, INC. (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007 C O N T E N T S  Report of Independent
Registered Public Accounting Firm
                   F-3Consolidated
Balance Sheet
                                                 F-4Consolidated
Statements of Operations
                                      F-5Consolidated
Statements of Changes in Shareholders' Equity/(Deficit)
       F-6Consolidated
Statements of Cash Flows
                                      F-7Notes
to Consolidated Financial Statements
                          F-8
- F-16            F-2       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   The Board of Directors and Stockholders Brighton Oil & Gas, Inc.  We have audited the accompanying balance
sheet of Brighton Oil & Gas, Inc. as of December 31, 2007, and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
years ended December 31, 2007 and 2006 and for the period from January 25, 2005
(inception) to December 31, 2007 . These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.  We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States).
 Those standards required that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.  In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2007, and the results of its
operations and its cash flows for the years ended December 31, 2007 and 2006 and
for the period from January 25, 2005 (inception) to December 31, 2007, in
conformity with accounting principles generally accepted in the United States of
America.  The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As
discussed in Note 2 to the financial statements, the Company had accumulated
deficit of $53,071,501 as of December 31, 2007and net losses of
$15,007,117 for the year ended December 31, 2007. These factors raise
substantial doubt about its ability to continue as a going concern. Managements
plans concerning these matters are also described in Note 2. The accompanying
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.  As stated in Note 9, the Financial  Statements
 for the year ended December 31, 2006 were restated.  / s/ Kabani & Company, Inc. Kabani & Company, Inc.  Los Angeles, California April
9, 2008        F-3      BRIGHTON OIL & GAS, INC.(A DEVELOPMENT STAGE
COMPANY)CONSOLIDATED BALANCE SHEETDECEMBER 31, 2007 ASSETSCash &
cash equivalents
$
                 4,769Accounts
receivable
11,675Total
Current Assets
16,444Property
& equipment, net
1,967TOTAL
ASSETS
$
               18,411LIABILITIES AND STOCKHOLDERS' DEFICITCurrent
liabilities:Accounts
payable
$
             329,583Accrued
expenses
1,432,525Accrued
interest payable to affiliate
64,860Due to former
officers
5,000,000Loan payable
to affiliate
814,742Line-of-Credit
to affiliate
66,657Total
Current Liabilities
7,708,367Stockholders'
DeficitCommon Stock,
$.001 par value, 300,000,000 shares authorized,13,281,985
issued and outstanding as of December 31, 2007
13,282Additional
paid in capital
45,368,263Accumulated
deficit
(53,071,501)Total
stockholders' deficit
(7,689,956)Total
liabilities and stockholders' deficit
$
              18,411  The
accompanying notes are an integral part of these financial statements. F-4       BRIGHTON OIL & GAS, INC.(A DEVELOPMENT STAGE
COMPANY)CONSOLIDATED STATEMENT OF OPERATIONSFOR THE YEARS ENDED
DECEMBER 31, 2007 AND 2006 AND THE CUMMULATIVE
PERIOD FROM JANUARY 27, 2005 (INCEPTION) TO DECEMBER 31, 2007, December 31, 2007

December 31, 2006

Period from January 27, 2005 (inception) to December 31,
2007NET
REVENUE
$
                     12,239

$
                             -

$
                     12,239OPERATING
EXPENSESProfessional
fees
8,719,580

21,810,896

30,995,780Technology
license royalties
-

-

160,417Impairment of
oil & gas well lease
5,030,000

46,667

5,076,667Other general
and administrative
203,119

15,264,021

15,649,019Total
operating expenses
13,952,699

37,121,584

51,881,883NET OPERATING
LOSS
(13,940,460)

(37,121,584)

(51,869,644)Beneficial
conversion feature
(1,066,657)

-

(1,066,657)Gain on
settlement of debt
-

215,000

215,000NET
LOSS
$
             (15,007,117)

$
            (36,906,584)

$
            (52,721,301)LOSS PER
SHARE - BASIC & DILUTED
$
                       (0.20)

$
                       (1.13)WEIGHTED
AVERAGE SHARES OUTSTANDING - BASIC & DILUTED
74,515,857

32,695,891  The
accompanying notes are an integral part of these financial statements. F-5                  The
accompanying notes are an integral part of these financial statements. F-6        BRIGHTON OIL & GAS, INC.(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2007 AND
2006AND THE CUMULATIVE PERIOD FROM JANUARY 27, 2005
(INCEPTION) TO DECEMBER 31, 20072007

2006

Period from January 27, 2005 (inception) to Dec 31,
2007CASH FLOWS
FROM OPERATING ACTIVITIESNet
loss
$
   (15,007,117)

$
   (36,906,584)

$
   (52,721,301)Adjustments
to reconcile net loss to cash used by operating activities:Depreciation
and depletion
33

-

3,844Amortization
on investment in custer leasehold
-

9,333

9,333Impairment on
oil lease investments
5,030,000

46,667

5,076,667Stock issued
for services
140,848

29,652,250

29,793,098Amortization
of prepaid consulting fees
8,021,250

-

8,021,250Amortization
of beneficial conversion feature
1,066,657

-

1,066,657Shares to be
issued
-

5,000,000

5,000,000Changes in
certain assets and liabilities, net of divestitureIncrease in
accounts receivable
(11,675)

-

(11,675)Increase in
inventory
-

-

(29,102)Increase in
other assets
-

-

(2,087)Increase
 in accrued interest to affiliate
64,860

-

1,384,385Increase in
accounts payable and accrued expenses
853

1,319,525

853Increase in
accrued expenses
113,000

265,470

523,460CASH FLOWS
USED IN OPERATING ACTIVITIES:
(581,291)

(613,339)

(1,884,618)CASH FLOWS
FROM INVESTING ACTIVITIES:Purchase of
oil & gas leases
(30,000)

-

(30,000)Purchase of
property, plant & equipment
(2,000)

-

(40,952)CASH FLOWS
USED IN INVESTING ACTIVITIES
(32,000)

-

(70,952)CASH FLOWS
FROM FINANCING ACTIVITIESProceeds from
convertible note - related party, net
551,342

-

951,342Loans payable
to affiliates
66,657

613,400

1,008,997CASH FLOWS
PROVIDED BY FINANCING ACTIVITIES
617,999

613,400

1,960,339NET INCREASE
IN CASH &CASH EQUIVALENTS
4,708

61

4,769CASH
&CASH EQUIVALENTS, BEGINNING OF PERIOD
61

-

-CASH
&CASH EQUIVALENTS, END OF PERIOD
$
              4,769

$
                   61

$
              4,769SUPPLEMENTAL
CASH FLOW INFORMATION:Interest
paid
$
                   -

-

$
                   -Income taxes
paid
$
                   -

-

$
                   -Net
liabilities assumed with recapitalization
$
                   -

-

$
          200,000Divestiture
of subsidiary to related party
$
                   -

-

$
          544,340Common stock
issued for debt
$
          350,000

-

$
        1,050000Common stock
issued for acquiring oil & gas leases
$
        5,000,000

406,200

$
        5,406,200 The
accompanying notes are an integral part of these financial statements. F-7      BRIGHTON OIL
& GAS, INC.(A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31,
2007 1. Summary
of Significant Accounting Policies A.
Organization and General Description of Business Brighton Oil & Gas, Inc. (We or the Company) was
incorporated under the laws of the State of Colorado, on July 6, 2005. On July
19, 2005, the Company, completed the acquisition of Special Stone Surfaces, Es3,
Inc., a Nevada Corporation ("Es3") pursuant to the terms of an Exchange
Agreement (the "Exchange Agreement") by and among the Company, Crown Partners,
Inc., a Nevada corporation and at such time, the largest stockholder of the
Company ("Crown Partners"), Es3, and certain stockholders of Es3 (the "Es3
Stockholders"). Under the terms of the Exchange Agreement, the Company acquired
all of the outstanding capital stock of Es3 in exchange for the issuance of
19,182,759 shares of the Company's common stock to the Es3 Stockholders, Crown
Partners and certain consultants The transactions effected by the Exchange
Agreement have been accounted for as a reverse merger. This reverse merger
transaction has been accounted for as a recapitalization of Es3, as Es3 is the
accounting acquirer, effective July 19, 2005. As a result, the historical equity
of the Company has been restated on a basis consistent with the
recapitalization. In addition, the Company changed its accounting year-end from
September 30 to December 31, which is Es3's accounting year-end. Accordingly the
financial statements contained in report include the operations of the Company
in its new line of business. As a result of the transactions contemplated by the
Exchange Agreement, the Company had one active operating subsidiary--Es3. Es3
was formed in January 2005 and began operations in March 2005 in the business of
manufacturing and distributing a range of decorative stone veneers and finishes
based on proprietary Liquid Stone Coatings(TM) and Authentic Stone Veneers(TM).
  Effective October 1, 2005, the Company sold all of its shares in
Es3. On April 3, 2006 the Board of Directors approved a change of
direction for the Company, from the business of Manufacturing and distributing
decorative stone veneers and finishes, to the business of oil and gas
exploration and production, mineral lease purchasing and all activities
associated with acquiring, operating and maintaining the assets of such
operations. B. Basis of
Presentation and Organization The consolidated financial statements of the Company for the
periods January 1, 2007 to December 31, 2007 and from January 27, 2005
(Inception) through December 31, 2007 have been prepared in accordance with
generally accepted accounting principles. The consolidated financial statements
include the accounts of the Company and its wholly owned subsidiary, Es3,
through October 1, 2005 (the effective date of disposition). All inter-company
transactions have been eliminated. C. Use of Estimates The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues  and expenses during the
reporting period. Actual results could differ from those estimates. Estimates
and assumptions are reviewed periodically and the effects of revisions are
reflected in the financial statements in the period they are determined.  F-8      BRIGHTON OIL & GAS, INC.(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER
31, 2007 D. Cash and Cash Equivalents Cash and cash equivalents include cash in hand and cash in time
deposits,certificates of deposit and all
highly liquid debt instruments with originalmaturities of three months or less.  E. Long-Lived Assets & Impairment on oil lease
investments Effective January
1, 2002, the Company adopted Statement of Financial Accounting Standards No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS
144), which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets and supersedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,
and the accounting and reporting provisions of APB Opinion No. 30, Reporting
the Results of Operations for a Disposal of a Segment of a Business. The
Company periodically evaluates the carrying value of long-lived assets to be
held and used in accordance with SFAS 144. SFAS 144 requires impairment losses
to be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets carrying amounts. In that event, a
loss is recognized based on the amount by which the carrying amount exceeds the
fair market value of the long-lived assets. Loss on long-lived assets to be
disposed of is determined in a similar manner, except that fair market values
are reduced for the cost of disposal. Based on its
review, the Company believes that, as of December 31, 2006, the investment in
Custer oil & well lease of $56,000 was impaired and recorded an impairment
loss of $46,667. During the year
ended Decemer 31, 2007, the Company had acquired two oil & well gas leases
in two separate transactions. One lease was acquired for cash consideration of
$30,000 and the other lease was acquired in exchange of 50,000,000 (pre reverse
split) shares. The lease was valued at the fair market value of the shares which
was $5,000,000. As of December 31,
2007, the Company estimated the future cash flows expected to result from the
use and eventual disposition of the two oil & well gas leases. Based on its
review, the Company determined that the carrying value of the assets is not
recoverable and hence the leases were determined to be impaired as of December
31, 2007. The Company recorded an impairment loss of $5,030,000 for the year
ended December 31, 2007. F. Fair Value of Financial Instruments  Statement of financial accounting standard
No. 107, Disclosures about fair value of financial instruments, requires that
the Company disclose estimated fair values of financial instruments. The
carrying amounts reported in the statements of financial position for assets and
liabilities qualifying as financial instruments are a reasonable estimate of
fair value. G. Technology License and Royalties The Company's
former principal business activity focused on the commercialization of
distributing decorative coatings that can be used to resemble stone, which the
Company licensed from related parties. Minimum annual royalties for these
arrangements were accrued in 2005 on the Company's balance sheet till disposal
of the subsidiary. The Companys current principal activity focuses on oil and gas
exploration.  During 2007 the Company acquired the rights to drill and
otherwise exploit certain underlying reserves and agreed to pay a royalty
ranging from 17.7% to 21.8% on the value of the oil removed or produced and on
the net proceeds from all gas sold The royalty is being deducted by the operator
and therefore there are no applicable royalty accruals on the Companys balance
sheet at December 31, 2007.  During 2006 the Company acquired the rights to
drill and otherwise exploit certain underlying reserves and agreed to pay a 3%
royalty on the value of the oil removed or produced and on the net proceeds from
all gas sold.  To date there are no applicable accruals on the Companys
balance sheet as there has been no production or proceeds related to the
acquired rights. H. Stock-Based Compensation In
December 2004, the FASB issued SFAS No. 123 (revised 2004),
Share-Based Payment (SFAS 123R), which requires the measurement of all
employee share-based payments to employees, including grants of employee stock
options, using a fair-value-based method and the recording of such expense in
the consolidated statements of operations. In March 2005, the SEC issued Staff
Accounting Bulletin No. 107 (SAB 107) regarding the SECs interpretation
of SFAS 123R and the valuation of share-based payments for public companies. The
Company has adopted SFAS 123R and related FASB Staff Positions (FSPs) as of
January 01, 2006 and will recognize stock-based compensation expense using the
modified prospective method.  F-9      BRIGHTON OIL & GAS, INC.(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER
31, 2007 I. Income Taxes The Company accounts for its income taxes using the Financial
Accounting Standards Board Statements of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," which requires the establishment of a deferred
tax asset or liability for the recognition of future deductible or taxable
amounts and operating loss and tax credit carry forwards. Deferred tax expense
or benefit is recognized as a result of timing differences between the
recognition of assets and liabilities for book and tax purposes during the
year. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Deferred tax assets are
recognized for deductible temporary differences and operating loss, and tax
credit carry forwards. A valuation allowance is established to reduce that
deferred tax asset if it is "more likely than not" that the related tax benefits
will not be realized. J. Basic and Diluted Net Earnings (loss) per Share The Company  adopted the provisions of SFAS No. 128,
"Earnings Per Share" ("EPS"). SFAS No. 128 provides for the calculation of basic
and diluted earnings per share. Basic EPS includes no dilution and is computed
by dividing income or loss available to common shareholders by the weighted
average number of common shares outstanding for the period. Diluted EPS reflects
the potential dilution of securities that could share in the earnings or losses
of the entity. For the periods January 1, 2007 to December 31, 2007 and from
inception through December 31, 2007, basic and diluted loss per share are the
same since the calculation of diluted per share amounts would result in an
anti-dilutive calculation. K. Development
Stage Enterprise The Company is a
development stage enterprise, as defined in Financial Accounting Standards Board
No.7. The Companys planned principal operations have not commenced, and,
accordingly, insignificant revenue has been derived during this period. L. Recent
Accounting Pronouncements  In September 2006, FASB issued SFAS 157
Fair Value Measurements. This Statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This Statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this Statement does not require any new fair value measurements.
However, for some entities, the application of this Statement will change
current practice. This Statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. The management is currently evaluating the effect of this
pronouncement on financial statements.  In September 2006, FASB issued SFAS 158 Employers Accounting for
Defined Benefit Pension and Other Postretirement Plansan amendment of FASB
Statements No. 87, 88, 106, and 132(R) This Statement improves financial
reporting by requiring an employer to recognize the over funded or under funded
status of a defined benefit postretirement plan (other than a multiemployer
plan) as an asset or liability in its statement of financial position and to
recognize changes in that funded status in the year in which the changes occur
through comprehensive income of a business entity or changes in unrestricted net
assets of a not-for-profit organization. This Statement also improves financial
reporting by requiring an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position, with limited
exceptions. An employer with publicly traded equity securities is required to
initially recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after December 15, 2006. An employer without publicly traded equity securities
is required to recognize the funded status of a defined benefit postretirement
plan and to provide the required disclosures as of the end of the fiscal year
ending after June 15, 2007. However, an employer without publicly traded equity
securities is required to disclose the following information in the notes to
financial statements for a fiscal year ending after December 15, 2006, but
before June 16, 2007, unless it has applied the recognition provisions of this
Statement in preparing those financial statements: a. A brief
description of the provisions of this Statement b. The
date that adoption is required c. The
date the employer plans to adopt the recognition provisions of this Statement,
if earlier. The requirement to measure plan assets and benefit obligations as
of the date of the employers fiscal year-end statement of financial position is
effective for fiscal years ending after December 15, 2008. The management is
currently evaluating the effect of this pronouncement on financial
statements.  In February 2007, FASB issued FASB Statement No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities. FAS 159 is
effective for fiscal years beginning after November 15, 2007. Early adoption is
permitted subject to specific requirements outlined in the new Statement.
Therefore, calendar-year companies may be able to adopt FAS 159 for their first
quarter 2007 financial statements.  F-10     BRIGHTON OIL & GAS, INC.(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER
31, 2007  The new Statement allows entities to
choose, at specified election dates, to measure eligible financial assets and
liabilities at fair value that are not otherwise required to be measured at fair
value. If a company elects the fair value option for an eligible item, changes
in that item's fair value in subsequent reporting periods must be recognized in
current earnings. FAS 159 also establishes presentation and disclosure
requirements designed to draw comparison between entities that elect different
measurement attributes for similar assets and liabilities.  In December 2007, the
FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements. This Statement amends ARB 51 to establish accounting and reporting
standards for the noncontrolling (minority) interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. SFAS No. 160 is
effective for the Companys fiscal year beginning October 1, 2009. Management is
currently evaluating the effect of this pronouncement on financial
statements.  In March 2008, the FASB
issued FASB Statement No. 161, Disclosures about Derivative Instruments and
Hedging Activities. The new standard is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entitys financial position, financial performance, and cash flows. It is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. The new
standard also improves transparency about the location and amounts of derivative
instruments in an entitys financial statements; how derivative instruments and
related hedged items are accounted for under Statement 133; and how derivative
instruments and related hedged items affect its financial position, financial
performance, and cash flows. Management is currently evaluating the effect of
this pronouncement on financial statements.  In December 2007, the FASB issued SFAS No.
141(R), Business Combinations. This Statement replaces SFAS No. 141, Business
Combinations. This Statement retains the fundamental requirements in Statement
141 that the acquisition method of accounting (which Statement 141 called the
purchase method) be used for all business combinations and for an acquirer to be
identified for each business combination. This Statement also establishes
principles and requirements for how the acquirer: a) recognizes and measures in
its financial statements the identifiable assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree; b) recognizes and
measures the goodwill acquired in the business combination or a gain from a
bargain purchase and c) determines what information to disclose to enable users
of the financial statements to evaluate the nature and financial effects of the
business combination. SFAS No. 141(R) will apply prospectively to business
combinations for which the acquisition date is on or after Companys fiscal year
beginning October 1, 2009. While the Company has not yet evaluated this
statement for the impact, if any, that SFAS No. 141(R) will have on its
consolidated financial statements, the Company will be required to expense costs
related to any acquisitions after September 30, 2009.  F-11      BRIGHTON OIL & GAS, INC.(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER
31, 2007  M. Reclassifications  For comparative purposes, prior years
consolidated financial statements have been reclassified to conform with report
classifications of the current year.  2. Going Concern The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplate the
continuation of the Company as a going concern. The Company reported an
accumulated deficit of $53,071,501 and had a stockholders deficit of $7,689,956
at December 31, 2007. In view of the
matters described, there is substantial doubt as to the Company's ability to
continue as a going concern without a significant infusion of capital.  At
December 31, 2007, the Company had limited operations. In view of the matters
described, there is substantial doubt as to the Company's ability to continue as
a going concern without a significant infusion of capital. There can be no
assurance that management will be successful in implementing its plans. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. We anticipate that we will have to raise additional capital to
fund operationsover the next 12 months.
 To the extent that we are required to raise additionalfunds to acquire properties, and to cover costs
of operations, we intend to doso through
additional public or private offerings of debt or equity securities.  There
are no  commitments  orarrangements  for  other  offerings  in  place,
 no  guaranties  that  any  suchfinancings would be forthcoming,  or as to
the terms of any such financings. Anyfuture financing may involve substantial dilution to existing investors.
 We had been relying on our common stock to pay third parties for services
whichhas resulted substantial dilution to
existing investors. 3. Income Taxes Deferred income taxes are reported using
the liability method. Deferred tax assets are recognized for deductible
temporary differences and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.
  Current year and accumulated deferred tax benefit at the effective
Federal income tax rate of 34% is $17,650,659,and $12,548,239 respectively and a
valuation allowance has been set up for the full amount because of the
unlikelihood that the accumulated deferred tax benefit will be realized in the
future.  At December 31,
2007, the Company had available federal and state net operating loss
carryforwards amounting to approximately $53,071,501  that are available to
offset future federal and state taxable income and that expire in various
periods through 2027 for federal tax purposes and 2014 for state tax purposes.
 No benefit has been recorded for the loss carryforwards, and utilization
in future years may be limited under Sections 382 and 383 of the Internal
Revenue Code if significant ownership changes have occurred or from future tax
legislation changes  The following table sets forth the significant components
of the net deferred tax assets for operation in the US as of December 31, 2007
and 2006.  2007
2006Net operation loss carry forward
$
          53,071,501
$
     38,064,384Total deferred tax assets
17,650,659
12,548,239Less: valuation allowance
(17,650,659)
(12,548,239)Net deferred tax assets
$
                          -
$
                    -  F-12      BRIGHTON OIL
& GAS, INC.(A DEVELOPMENT STAGE COMPANY)NOTES TO
CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2007  The provision for incometaxes from
continuing operations on income consists of the following for the years ended
December 31, 2007 and 2006:  2007
2006US Current Income Tax Expense (Benefit)Federal
$
                     -
$
                    -State
-
-Total Provision for Income Tax
$
                     -
$
                    -  The following is a reconciliation of the
provision for income taxes at the U.S. federal income tax rate to the income
taxes reflected in the Consolidated Statements of Operations:  December 31
2007

December 31
2006Tax expense (credit) at statutory
rate-federal

(34)%

(34)%State tax expense net of federal tax

(6)

(6)Valuation allowance

40

40Tax expense at actual rate

-

-  4. Professional
fee Professional fee,
during the years ended December 31, 2007 and 2006, amounted to $8,719,580 and
$21,810,896, respectively. During the year
ended December 31, 2007 and 2006, the Company issued shares in exchange for
professional fee to various consultants under separate agreements. The shares
issued were valued at the fair market value pursuant to EITF- 96-18. The Company
issued 1,710,800 shares during the year ended December 31, 2006. Fair market
value of the shares was recorded at $28,798,500 and was expensed over the term
of the services provided. $21,164,750 was expensed during the year ended
December 31, 2006 and the balance of $7,633,750 was recorded as prepaid
consulting to be amortized as the services are performed. During the year
ended December 31, 2007, the Company issued 630,205 shares to various
consultants under separate agreements and valued them at $528,348. $387,500 of
the total amount was initially recorded as prepaid consulting. All of the
consulting agreements were completed during the year ended December 31, 2007 and
the prepaid consulting of $8,021,250 was amortized to professional fee.  5.  Accrued Expenses  As of December 31, 2007, the accrued
expenses comprise of the following:  Accrued
consulting fees $   102,500 Accrued audit fees
                                
25,000 Accrued dispute
settlement 13,000 Accrued payroll
taxes 1,285,651 Accrued
compensation costs 6,374  $1,432,525  6. Equity Transactions The Company is authorized to issue
100,000,000 shares of common shares with a par value of $.001 per share.
 These shares have full voting rights.  There were 13,281,985 issued
and outstanding as of December 31, 2007.  A. Issuance of Common
Stock  In February 2005, the
Company issued 8,380,000 shares of unregistered commonstock at par value of $0.001 to founding
stockholders without consideration,including 6,250,000 shares to Boston Equities Corporation (a related
party).  F-13      BRIGHTON OIL & GAS, INC.(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER
31, 2007 In June 2005, the
Company issued 800,000 shares of unregistered common stock atpar value of $0.001 in exchange for the debt
arising out of monies advanced tothe
Company in the amount of $400,000 by Boston Equities Corporation pursuant
toa  convertible debt agreement dated
March 1, 2005. The terms of the convertible debt agreement allowed Boston
Equities Corporation to convert its debt to sharesof common stock at $.50 per share.  In June  2005,
 the  Company's  issued  an  aggregate  of
 8,618,750  shares  ofunregistered  common at par value of $0.001 stock to the
shareholders of AroniteIndustries,
 Inc. ("Aronite") in connection with the license of certaintrademarks from Aronite.  Certain officers,
directors and shareholders of theCompany
are former or current officers, directors and shareholders of Aronite.
 Aronite and the Company are under common control and, therefore, the
transactionwas recorded at Aronite's
basis, which was zero.  In July  2005,
 in  accordance  with the terms of the  Exchange
 Agreement,  theCompany
 issued 400,000  shares of registered  common stock to two
 consultants,d.b.a. WB International,
Inc. in accordance with the terms of the Exchange Agreement.  In July 2005,
 the  Company  issued for no  consideration  78,571
 shares of itsunregistered
 common stock at par value of $0.001 to the former  shareholders
ofNational Healthcare  Technologies,
 Inc. and an additional 905,438 shares of itsunregistered  common  stock at par value of $0.001 to Crown
 Partners,  a formermajor
shareholder of National Healthcare  Technologies,  Inc. in accordance
withthe terms of the Exchange
Agreement.  In April 2006, the
Company issued 1,800,000  shares of its  unregistered
 commonstock to its  Chief
 Executive  Officer  and  Director,  Ross-Lyndon
 James,  inaccordance with the
terms of the Management Employment Agreement. The shares, which vested upon
issuance, were recorded at the fair market value of $3,690,000 on the date of
issuance.  In April 2006, the
Company issued 1,800,000 shares of its unregistered commonstock to its Chief Financial Officer and
Director, Brian Harcourt, in accordancewith the terms of the Management Employment Agreement.  The shares,
which vested upon issuance, were recorded at the fair market value of $3,690,000
on the date of issuance.  In April 2006, in
accordance with the terms of a Consulting Agreement, theCompany issued 3,500,000 shares of the Company's
common stock to Credit FirstHolding
Limited, a related party, for consulting services.  The Company recorded
the shares at the fair market value of $7,175,000. The expense is being
amortized over the period of the consulting agreement as the services are being
performed.  During the year ended December 31, 2007 and 2006, the Company
amortized $5,381,250 and $1,793,750,respectively..  In April 2006, in
accordance with the terms of a Consulting Agreement, theCompany issued 700,000 shares of the Company's
common stock to Monterosa GroupLimited for
consulting services. The Company recorded the shares at the fair market value of
$1,435,000. The expense is being amortized over the period of the consulting
agreement as the services are being performed.  During the years ended
December 31, 2007 and 2006, the Company amortized $1,076,250 & $6,440,000,
respectively.  In April 2006, in
accordance with the terms of a Consulting Agreement, theCompany issued 2,800,000 shares of the Company's
common stock to Design, Inc., arelated
party, for consulting services. The Company recorded the expense at the fair
market value of shares of $6,440,000.  In April 2006, in
accordance with the terms of a Consulting Agreement,  theCompany  issued  2,500,000
 shares  of the  Company's  common  stock  to
 CamdenHoldings, Inc., a related
party, for consulting services.  The Company recorded the expense at the
fair market value of shares of $5,750,000.  In April 2006, in
accordance with the terms of a Consulting Agreement, theCompany issued 1,800,000 shares of the Company's
common stock to Summit Oil &Gas, a
related party, for consulting services The Company recorded the expense at the
fair market value of shares of $3,690,000  In April 2006, in
accordance with the terms of a Consulting Agreement, theCompany issued 700,000 shares of the Company's
common stock to Bluefin, LLC forconsulting
services.  The Company recorded the shares at the fair market value of
$1,435,000. The expense is being amortized over the period of the consulting
agreement as the services are being performed. During the years ended December
31, 2007 and 2006, the Company amortized $1,076,250 and $358,750, respectively.  On June 16, 2006, we
issued 375,000 shares each to John McDermit and John E.Havens, who served on our advisory board.
 The shares, which vested upon issuance, were recorded at the fair market
value on the date of issuance, for a total of $1,027,500.  F-14      In August, 2006,
in accordance with an agreement between the parties, the Company issued 677,000
shares of the Company's common stock to Summitt Oil & Gas to acquire certain
lease rights.  The shares were valued at $406,200.  The Company
recorded the asset at the historical cost of $56,000 to the related party and
recorded $350,200 as a deemed dividend to the related party.  In September, 2006, pursuant to the terms
of a Consulting Agreement, the Company issued 2,700,000 shares of its common
stock to Summitt Ventures, under the Company's 2006-1 Consultant and Employee
Services Plan.   The Company recorded the expense at the fair market
value of shares of $1,680,000.  In August, 2006, in accordance with the
terms of a Consulting Agreement, the Company issued 209,000 shares of its common
stock to Catalyst Consulting, Inc.  In September, 2006, pursuant to the
terms of a Consulting Agreement, the Company issued an additional 209,000 shares
of its common stock to Catalyst Consulting, Inc., under the Company's 2006-1
Consultant and Employee Services Plan.  These shares issuances represent
prepaid consulting services for the period of July 1, 2006 through December 31,
2006. The Company recorded the expense at the fair market value of shares of
$209,000.  On August 17, 2006, in accordance with the
terms of a Consulting Agreement, the Company issued 500,000 shares of its common
stock to Ramp International, Inc.  In September, 2006, pursuant to the
terms of a Consulting Agreement, the Company issued 500,000 shares of its common
stock to Ramp International, Inc., under the Company's 2006-1 Consultant and
Employee Services Plan.  This share issuance represents prepaid consulting
expense for the period from September 2, 2006 through February 2, 2007 with this
expense to be amortized over 18 months.  The agreement was based on fair
market value totaling $500,000 of which $400,000 was amortized during the year
ended December 31, 2006.  The Company also owed Ramp a cash payment of
$215,000 which was waived off by Ramp as of December 31, 2006, so this amount
has been recorded as a gain on settlement of debt.  On August 17, 2006, in accordance with the
terms of a Consulting Agreement, the Company issued 100,000 shares of its common
stock to Jon Konheim.  The Company recorded the expense at the fair market
value of shares of $60,000.  In August 2006 in accordance with the terms
of a Consulting Agreement, the Company issued 100,000 shares of its common stock
to Linda Contreras.  The Company recorded the expense at the fair market
value of shares of $120,000  The Company issued 200,000 shares of its
common stock to its former president, Samuel Petrossian, in September, 2006 as
compensation for services, pursuant to an employment agreement.  Mr.
Petrossian resigned in November, 2006. The Company recorded the expense at the
fair market value of shares of $80,000.  In September, 2006, the Company adopted the
2006-1 Consultant and Employee Services Plan wherein the Company registered
3,800,000 shares of its common stock for issuance to consultants and employees
of the Company.  In September, 2006, pursuant to the terms
of a Consulting Agreement, the Company issued 190,000 shares of its common stock
to Frank Layton under the Company's 2006-1 Consultant and Employee Services
Plan.  The Company recorded the expense at the fair market value of shares
of $76,000.  In September, 2006, pursuant to the terms
of a Consulting Agreement, the Company issued 150,000 shares, of its common
stock to Linda Contreras under the Company's 2006-1 Consultant and Employee
Services Plan. The Company recorded the expense at the fair market value of
shares of $60,000.  In September, 2006, pursuant to the terms
of a Consulting Agreement, the Company issued 400,000 shares of its common stock
to Raymond Robinson under the Company's 2006-1 Consultant and Employee Services
Plan. The Company recorded the expense at the fair market value of shares of
$160,000. In October, 2006, pursuant to
the terms of a Consulting Agreement, the Company issued 50,000 shares of its
common stock to Claudia J. Zaman, attorney., under the Company's 2006-1
Consultant and Employee Services Plan.  The Company recorded the expense at
the fair market value of shares of $8,500. B. Warrants In February 2005, the Company issued a warrant to acquire up to
600,000 shares of unregistered common stock at an exercise price of $0.60 per
share to W.B. International, Inc., in exchange for consulting services. All
shares vested upon grant. The warrant expires 5 years from the date of
issuance. In June
2005, the Company issued a warrant to acquire up to 600,000 shares of
unregistered common stock at an exercise price of $0.70 per share to each of
Liquid Stone Manufacturing, Inc. and Stone  Mountain Finishes, Inc. in
consideration of certain license agreements. All shares vested upon grant. The
warrants expire 5 years from the date of issuance.  F-15      In June 2005,
the Company issued a warrant to an employee to purchase up to 100,000 shares of
the  company's restricted common stock at an exercise price of $0.70 per
share The shares vested monthly over three years and have a 10 year option
period. The employee was terminated in February 2006 and the warrants were
forfeited. A summary of the warrant activity for the period ended
December 31, 2007 is as follows:    Warrants
Outstanding
Weighted
Average Exercise Price
Aggregate
Intrinsic ValueOutstanding,
December 31, 2006
1,800,000
$0.67
$-Granted


-Forfeited /
Canceled


-Exercised
-
-
-Outstanding, December
31, 2007
1,800,000
$0.67
$-  The weighted average
remaining contractual life of warrants outstanding is 2.10years at December 31, 2007.  Outstanding
Warrants


Exercisable
WarrantsRange
of Exercise Price
Number
Average
Remaining Contractual Life
Average
Exercise Price
Number$0.67
1,800,000
2.10
$0.67
1,800,000  The Company estimated the fair value of
each stock warrant at the grant date by using the Black-Scholes option-pricing
mode.  The weighted-average
assumptions used in estimating the fair value of warrantsgranted during the year ended December 31, 2006
along with the weighted-average grant
date fair values, were as follows.  Expected
volatility
80.0%Expected life in
years
5 yearsRisk free interest rate
5.07%Dividend
yield
0%  During the period
ended December 31, 2006, the Company granted twowarrants which expire five years from date of grant and are
 convertible  into300,000
 shares of common stock at an exercise  price of $2.63 per share to
eachof Brian  Harcourt and
 Ross-Lyndon  James in accordance  with their
 respectiveManagement
 Employment  Agreements executed by and between them and the Company,respectively.  The warrants were granted on
April 5, 2006 and vest 6 months after grant.   Both Mr. Harcourt and
Mr. James resigned in July 24, 2006 and their warrants were forfeited. C. Employee
Options  On April 3,
2006, the Board of Directors of the Company authorized and approvedthe adoption of the 2006 Stock Option Plan
effective April 3, 2006 (the "Plan").The Plan is administered by the duly appointed compensation
committee.  The Planis authorized to
grant stock options of up to 2,500,000 shares of the Company'scommon stock.  At the time a stock
 option  is  granted  under  the  Plan,
 thecompensation  committee
 shall fix and determine the exercise  price and vestingschedules  at which such shares of common  stock of the Company may be
acquired.As of December 31, 2006 and
December 31, 2007, no options to purchase the Company's common stock have
beengranted under the Plan.  There were no options
outstanding at December 31, 2007. In September, 2006, the Board of Directors of the Company
authorized and approved the adoption of the 2006-1 Consultants and Employees
Service Plan effective September 7, 2006 (the "Consultants Plan").  The
Plan is administered by the duly appointed compensation committee.  The
Plan is authorized to grant stock options and make stock awards of up to
 3,800,000 shares of the Company's common stock.  At the time a stock
 option  is  granted  under  the  Plan,  the
compensation  committee  shall fix and determine the exercise
 price and vestingschedules  at
which such shares of common  stock of the Company may be acquired. The
Consultants Plan was registered on September 15, 2006 and as of December 31,
2006 a total of 3,799,000 shares had been issued and granted under the
Consultants Plan. During 2007 no additional shares were issued. F-16      BRIGHTON OIL
& GAS, INC.(A DEVELOPMENT STAGE COMPANY)NOTES TO
CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2007 7. Related Party Transactions During the year
the following transactions occurred between the Company and certain related
parties:  A.
      Ross-Lyndon James  Mr. James resigned on July 24, 2006 and on
his resignation Company warrants that had been granted to him were forfeited.
   The Company recorded shares to be issued of $2,500,000 for the
termination shares.  B.
      Brian Harcourt  Mr. Harcourt resigned on July 24, 2006 and
on his resignation Company warrants that had been granted to him were forfeited.
   The Company recorded shares to be issued of $2,500,000 for the
termination shares.  On April 5, 2006, the
Company entered into a consulting agreement with First CreditHolding Ltd ("First Credit") to provide business
management services and adviceas it
relates to the Company's future.  Under the terms of the agreement,
theCompany agreed to pay First Credit a
fee of three million five hundred thousand(3,500,000) restricted shares of common stock. The fee is non-refundable
andconsidered earned when the shares are
delivered.  The company is amortizing theexpense over the period of the services.  Brian Harcourt, one of our
directors,is the controlling shareholder
of First Credit. The shares of stock were issuedin April 2006.  C.
      Boston Equities Corporation  The following
 transaction  took place  between the Company and parties
 sharingcommon  ownership or
control with Boston  Equities  Corporation,  a shareholder,which owns  approximately  25% of the
Company's  outstanding  and issued common stock:  On April 3, 2006, the
Company entered into a consulting agreement with SummittOil and Gas, Inc.  ("Summit") to provide
business management services and adviceas
it relates to the future of the company.  Under the terms of the
 Agreement,the Company  shall
pay Summitt a fee of two hundred and fifty  thousand  dollars($250,000)  in  cash  plus
 one  million  eight  hundred  thousand
  (1,800,000)restricted  of
 the  Company's  common  stock.  The fee is
non-refundable andconsidered earned when
the shares are delivered. The agreement is for six monthsexpiring in October, 2006. The Company has fully
amortized the expensefor the cash and
shares paid for the period ended December 31, 2006.  On April 4, 2006, the
Company entered into an assignment of an oil and gas leasewith Summitt.  Under the  agreement in
exchange for the leasehold  rights in 160 acres in the County of Custer,  Oklahoma,  the Company
has agreed to pay Summittconsideration
 of  seventy-seven  thousand  (677,000)  restricted
 shares  of the Company's
common stock. The shares of stock have been issued on August 22, 2006. Additionally, there is excepted from
the assignment and conveyance and reserved and retained in  Summitt an
overriding  royalty equal to 3% of the value of all oil produced and
removed under the lease and the net proceeds received by Assignee from the sale
of all gas and  casing head  gasoline  produced  and
soldunder the lease.  On April 25, 2006, the
Company entered into a short term bridge financing in theform of a promissory note to Camden Holdings,
Inc. in the amount of threehundred and
fifty thousand dollars ($350,000) to be used as working capital. TheNote was due on August 25, 2006.  No
interest is payable on the note.  On June 8,2006, the Company entered into a short term bridge financing in the form
of a  promissory note to Camden Holdings, Inc. in the amount of one hundred
and fifty thousand dollars ($150,000)
to be used as working capital.  The Note was due onDecember 31, 2006 and has been extended to
December 31, 2007.  No interest is payable on the note.  On January
11, 2007, Camden converted $650,000 of the advances into a Note Payable bearing
10% interest per annum.  Advances due Camden at December 31, 2007 were
$164,742.  On October 4, 2007, the Company entered
into a Letter of Credit agreement with South Beach Live, Inc. (South Beach)
whose sole shareholder and Director, is Charles Stidham, CEO and President of
Brighton at December 31, 2007.  The line-of-credit has a maximum of
$100,000 and bears interest at 10% per annum. payable quarterly.  The
amount due at December 31, 207 was $66,657.  The note, if payments are not
made as agreed, can be converted into restricted stock at $.001 per share and
therefore a deemed dividend of $66,657 was recorded. F-17     BRIGHTON OIL & GAS, INC.(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER
31, 2007 8. Commitments and Contingencies A. Legal On December 19,
2006, Empire Relations Group Inc. (Empire) filed an arbitration claim against
the Company in connection with a consulting agreement entered into by and
between the Company and Empire on September 28, 2006. An arbitration award in
the amount of $13,000 was issued against the Company on March 9, 2007, which
also provided for interest at the rate of nine percent per annum, commencing 30
days after the date of the award and continuing until paid in full. The amount
has been accrued in the accompanying financials. The Company is periodically involved in legal actions and claims
that arise as a result of events that occur in the normal course of operations.
The Company is not currently aware of any other  formal legal proceedings
or claims that the Company believes will have, individually or in the aggregate,
a material adverse effect on the Company's financial position or results of
operations. B. Operating Leases The company
currently has no future lease obligations.  The space that is being leased
in Dallas is on a month-to-month basis.   Rent expense for the periods
ended December 31, 2007 and 2006 were $0 and $0 respectively.  9. Restatement  Subsequent to the issuance of the Company's
financial statements for the year ended December 31, 2006, the Company
determined that certain transactions and presentation in the financial
statements had not been accounted for properly in the Company's financial
statements.  Specifically, the issuance of shares pursuant to a consulting
agreement was recorded twice and expensed due to wrong certification by the
stock transfer agent. The company has restated its financial statements as of
December 31, 2006 for that correction.  The Company has restated its financial
statements for these adjustments as of December 31, 2006.  The effect of the correction of the error
is as follows:        F-18