SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q








(Mark
One)





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





For the
quarterly period ended June 30, 2008





OR





[    ]
TRANSITION REPORT UNDER SECTION
13 OF 15(d) OF THE EXCHANGE ACT OF 1934





From the
transition period from ___________ to ____________.





Commission
File Number 000-51750





GULF
ONSHORE, INC.


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





Nevada
            
            91-1869677(State
      or other jurisdiction of incorporation or organization)
            
            (IRS
      Employer Identification No.)





4310 Wiley Post Road, Suite
201


Addison, Texas
75001


(Address
of principal executive offices)





(972)
788-4500


(Issuer's telephone
number)





15851 Dallas
Parkway


Addison, Texas
75001


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by check mark whether the registrant (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
[     ].





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







Large
      Accelerated Filer [  ]
            
            Accelerated
      Filer [  ]Non-Accelerated
      Filer [    ].
            
            Smaller
      Reporting Company [X]





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





As of
June 30, 2008, there were 11,837,279shares of Common Stock of
the issuer outstanding.








TABLE OF
CONTENTS


PART I FINANCIAL STATEMENTSItem
      1
            Financial
      Statements
            3Item
      2
            Management's
      Discussion and Analysis or Plan of Operation
            21PART II OTHER INFORMATIONItem
      1
            Legal
      Proceedings
            24Item
      2
            Changes
      in Securities
            24Item
      3
            Default
      upon Senior Securities
            24Item
      4
            Submission
      of Matters to a Vote of Security Holders
            24Item
      5
            Other
      Information
            24Item
      6
            Exhibits
      and Reports on Form 8-K
            24











2


GULF
ONSHORE, INC.


Consolidated
Balance Sheets








June
      30,
              2008
              (Unaudited)
            
            
            December
      31,
              2007
              (Audited)AssetsCurrent
      AssetsCash
            
            $
            454
            
            
            $
            4,769Accounts
      Receivable
            
            
            67,577
            
            
            
            11,675Other
      Receivables
            
            
            2,283
            
            
            
            -Total
      Current Assets
            
            
            70,314
            
            
            
            16,444Oil
      & Gas Properties:Proved
      Properties
            
            
            100,000
            
            
            
            -Less:
      Accumulated DDA
            
            
            -
            
            
            
            -Net
      Oil & Gas Properties
            
            
            100,000
            
            
            
            -Fixed
      assets:Equipment
            
            
            18,472
            
            
            
            2,000Less:
      Accumulated Depreciation
            
            
            (1,202
            )
            
            
            (33
            )Total
      Fixed Assets
            
            
            17,270
            
            
            
            1,967Other
      Assets:Deposits
            
            
            80,487
            
            
            
            -Goodwill
            
            
            92,960
            
            
            
            -Prepaid
      Expenses
            
            
            3,269
            
            
            
            -Total
      Other Assets
            
            
            176,716
            
            
            
            -Total
      Assets
            
            $
            364,300
            
            
            $
            18,411Liabilities
      and Shareholders’ Equity/(Deficit)Current
      Liabilities:Accounts
      Payable
            
            $
            346,741
            
            
            $
            329,583Accounts
      Payable – Related Parties
            
            
            3,856
            
            
            
            -Accrued
      Expenses
            
            
            151,940
            
            
            
            1,432,525Accrued
      Interest Payable to Affiliate
            
            
            100,603
            
            
            
            64,860Due
      to Former Officers
            
            
            -
            
            
            
            5,000,000Loan
      Payable to Affiliate
            
            
            817,742
            
            
            
            814,742Line-of-Credit
      to Affiliate
            
            
            48,992
            
            
            
            66,657Total
      Current Liabilities
            
            
            1,466,874
            
            
            
            7,708,367Long-Term
      Liabilities:Note
      Payable to Affiliate
            
            
            250,000
            
            
            
            250,000Total
      Liabilities
            
            
            1,716,874
            
            
            
            7,708,367Shareholders’
      Equity/(Deficit):Common
      Stock, $.001 par value, 30,000,000 shares
              authorized,
      11,837,279 and 1,328,198 shares issued
              and outstanding respectively
            
            
            11,837
            
            
            
            1,327Additional
      Paid in Capital
            
            
            47,972,043
            
            
            
            45,380,218Accumulated
      Deficit
            
            
            (49,336,454
            )
            
            
            (53,071,501
            )Total
      Shareholders’ Equity/(Deficit)
            
            
            (1,352,574
            )
            
            
            (7,689,956
            )Total
      Liabilities and Shareholder’ Equity/(Deficit)
            
            $
            364,300
            
            
            $
            18,411





See
accompanying summary of accounting policies and notes to consolidated financial
statements.


3








GULF
ONSHORE, INC.


Consolidated
Statements of Operations


For
the Three and Six Months Ended June 30, 2008 and 2007


(Unaudited)








Three
      Months Ended
            
            
            Six
      Months EndedJune
      30,
              2008
            
            
            June
      30,
              2007
            
            
            June
      30,
              2008
            
            
            June
      30,
              2007OIL
      & GAS OPERATIONSOil
      & Gas Revenues
            
            $
            114,870
            
            
            $
            0
            
            
            $
            161,559
            
            
            $
            0Lease
      Operating Expenses
            
            
            80,293
            
            
            
            0
            
            
            
            94,177
            
            
            
            0Gross
      Profit
            
            
            34,577
            
            
            
            0
            
            
            
            67,382
            
            
            
            0OTHER
      EXPENSES:Professional
      Fees
            
            
            38,244
            
            
            
            1,410,683
            
            
            
            90,360
            
            
            
            2,661,453Impairment
      of Oil & Gas Leases
              (Note
      1)
            
            
            2,400,000
            
            
            
            0
            
            
            
            2,400,000
            
            
            
            0Net
      Gain on Settlement of
              Liabilities
      (Note 9)
            
            
            0
            
            
            
            
            
            
            
            (6,285,651
            )General
      and Administrative
            
            
            46,381
            
            
            
            34,039
            
            
            
            91,168
            
            
            
            133,706Total
      Operating Expenses
            
            
            2,484,625
            
            
            
            (1,444,722
            
            
            
            (3,704,123
            )
            
            
            2,795,159OPERATING
      INCOME (LOSS)
            
            
            (2,450,048
            )
            
            
            (1,444,722
            )
            
            
            3,771,505
            
            
            
            (2,795,159
            )Other
      Income (Expense)Beneficial
      Conversion Feature
            
            
            (9,275
            )
            
            
            0
            
            
            
            (32,335
            )
            
            
            0Interest
      Expense
            
            
            (4,123
            )
            
            
            (162,500
            )
            
            
            (4,123
            )
            
            
            (675,000
            )Total
      Other Income (Expense)
            
            
            (13,398
            )
            
            
            (162,500
            )
            
            
            (36,458
            )
            
            
            (675,000
            )NET
      INCOME (LOSS)
            
            $
            (2,436,446
            )
            
            $
            (1,607,772
            )
            
            $
            3,735,047
            
            
            $
            (3,470,159
            )Basic
      and Diluted Earnings  per Share
            
            $
            (0.59
            )
            
            $
            (0.02
            )
            
            $
            1.38
            
            
            $
            (.0.04
            )Basic
      and Diluted Earnings  per Share
            
            $
            (0.59
            )
            
            $
            (0.02
            )
            
            $
            1.37
            
            
            $
            (.0.04
            )Weighted
      Average Shares Outstanding: Basic
            
            
            4,097,041
            
            
            
            812,734
            
            
            
            2,712,151
            
            
            
            784,738Weighted
      Average Shares Outstanding: Diluted
            
            
            4,115,041
            
            
            
            812,734
            
            
            
            2,730,151
            
            
            
            784,738








See
accompanying summary of accounting policies and notes to consolidated financial
statements.





4






GULF
      ONSHORE, INC.Consolidated
      Statement of Shareholders' EquityFor
      the Six Months Ended June 30, 2008 (Unaudited)and
      the Year Ended December 31, 2007
(Audited)
 
 AdditionalCommon
              
              
              Paid-in
              
              
              Prepaid
              
              
              RetainedShares
              
              
              Par
              
              
              Capital
              
              
              Consulting
              
              
              (Deficit)
              
              
              TotalsBalance
      at December 31, 2006
              
              
              415,178
              
              
              $
              415
              
              
              $
              38,436,125
              
              
              $
              (7,633,750
              )
              
              $
              (38,064,384
              )
              
              $
              (7,261,594
              )Shares
      Issued For Services
              
              
              63,021
              
              
              
              63
              
              
              
              528,285
              
              
              
              (387,500
              )Shares
      Issued for Debt Conversion
              
              
              350,000
              
              
              
              350
              
              
              
              349,650
              
              
              
              0Amortization
      of Beneficial Conversion Feature
              
              
              0
              
              
              
              0
              
              
              
              1,066,657
              
              
              
              0Amortization
      of shares issued for services
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              8,021,250Shares
      Issued for Properties
              
              
              500,000
              
              
              
              500
              
              
              
              4,999,500
              
              
              
              0Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (15,007,117
              )
              
              
              (15,007,117
              )Balance
      at December 31, 2007
              
              
              1,328,198
              
              
              
              1,328
              
              
              
              45,380,217
              
              
              
              0
              
              
              
              (53,071,501
              )
              
              
              (7,689,956
              )Amortization
      of Beneficial Conversion Feature
              
              
              0
              
              
              
              0
              
              
              
              32,335
              
              
              
              
              
              
              
              
              
              
              
              32,335Cancellation
      and Amortization of Shares
              
              
              (919
              )
              
              
              (1
              )
              
              
              1
              
              
              
              
              
              
              
              
              
              
              
              0Issuance
      of Shares for Cash
              
              
              10,000
              
              
              
              10
              
              
              
              19,990
              
              
              
              
              
              
              
              
              
              
              
              20,000Shares
      Issued for Debt Conversion
              
              
              500,000
              
              
              
              500
              
              
              
              49,500
              
              
              
              
              
              
              
              
              
              
              
              50,000Purchase
      of Subsidiary with Stock
              
              
              10,000,000
              
              
              
              10,000
              
              
              
              2,490,000
              
              
              
              
              
              
              
              
              
              
              
              2,500,000Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              3,735,047
              
              
              
              3,735,047Balance
      at June 30, 2008
              
              
              11,837,279
              
              
              $
              11,837
              
              
              $
              47,972,043
              
              
              $
              0
              
              
              $
              (49,336,454
              )
              
              $
              (1,352,574
              )
 
 See
accompanying summary of accounting policies and notes to consolidated financial
statements.





5











GULF
ONSHORE, INC.


Consolidated
Statements of Cash Flows


(Unaudited)








Six
      Months Ended June 30, 2008
            
            
            Six
      Months Ended June 30, 2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Income (Loss)
            
            $
            3,735,047
            
            
            $
            (3,470,159
            )Adjustments
      to reconcile net income (loss) to cash from (used
              in)
      operating activities:Depreciation
      and Depletion
            
            
            1,169
            
            
            
            0Impairment
      on Oil Lease Investments
            
            
            2,400,000
            
            
            
            0Stock
      Issued for Services
            
            
            0
            
            
            
            490,848Amortization
      of Prepaid Consulting Fees
            
            
            0
            
            
            
            1,936,666Amortization
      of Beneficial Conversion Feature
            
            
            32,335
            
            
            
            1,000,000Change
      in assets and liabilities:(Decrease)
      in Shares to be Issued
            
            
            (5,000,000
            )
            
            
            0(Increase)
      in Accounts Receivable
            
            
            (58,185
            )
            
            
            0(Increase)
      in Other Assets
            
            
            (176,716
            )
            
            
            (6,000
            )Increase
      in Accrued Interest to Affiliates
            
            
            35,743
            
            
            
            0Increase
      in Accounts Payable
            
            
            17,158
            
            
            
            166,994Increase
      in Accounts Payable – Related Parties
            
            
            3,856
            
            
            
            0Increase
      (Decrease)  in Accrued Expenses
            
            
            (1,280,585
            )
            
            
            30,753CASH
      FLOWS FROM (USED IN) OPERATING ACTIVITIES
            
            
            (290,178
            )
            
            
            149,102CASH
      FLOWS USED IN INVESTING ACTIVITIESAcquisition
      of Equipment
            
            
            (16,472
            )
            
            
            0CASH
      FLOWS USED IN INVESTING ACTIVITIES
            
            
            (16,472
            )
            
            
            0CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from Convertible Note – Related Party
            
            
            50,000
            
            
            
            141,148Related
      Party Advances
            
            
            (17,665
            )
            
            
            (288,400
            )Proceeds
      from sale of common stock
            
            
            20,000
            
            
            
            0Loan
      Payable to Affiliates
            
            
            250,000
            
            
            
            0CASH
      FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
            
            
            302,335
            
            
            
            (147,252
            )NET
      INCREASE (DECREASE) IN CASH
            
            
            (4,315
            )
            
            
            1,850Cash,
      beginning of period
            
            
            4,769
            
            
            
            61Cash,
      end of period
            
            $
            454
            
            
            $
            1,911SUPPLEMENTAL
      CASH FLOW INFORMATIONCommon
      Stock Issued for Debt
            
            $
            50,000
            
            
            $
            350,000Common
      Stock Issued for Acquiring Oil & Gas Leases
            
            $
            2,500,000
            
            
            $
            0








See
accompanying summary of accounting policies and notes to consolidated financial
statements.


6


GULF
ONSHORE, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2008





NOTE 1 – NATURE OF
ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES





Organization and Description
of Business:





Gulf
Onshore, Inc.  (“We” or “the Company”), formerly known as Brighton Oil
& Gas, Inc., was incorporated under the laws of the State of Colorado, on
July 6, 2005. From formation until April 3, 2006, the Company’s business was
effected through its wholly-owned subsidiary, Special Stone Surfaces, Es3, Inc.,
a Nevada Corporation ("Es3").  Thereafter, the Company changed its
name to Brighton and commenced business  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 191,828 shares of the Company's common stock (adjusted for splits)
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 was 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.  As such the Company
changed its name from National Healthcare Technology, Inc., to Brighton Oil
& Gas, Inc., on June 6, 2007.  On March 25, 2008 the Company
announced that its name is changing to Gulf Onshore, Inc.





On June
6, 2008, the Company entered into a Stock Purchase Agreement (“SPA”) with South
Beach Live, Inc., a Florida corporation, to purchase 100% of the common shares
of Curado Energy Resources, Inc., a Texas corporation (“Curado”). Curado is
registered with the Texas Railroad Commission as an oil and gas well operator,
and is the operator for the Leases. The Company has agreed to issue South Beach
a promissory note for $250,000, payable in 1 year at 10%
interest.   The Company consolidates the operations of Curado
Energy Resources, Inc.




Unaudited Interim Financial
Statements:





The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
and applicable Securities and Exchange Commission (“SEC”) regulations for
interim financial information. These financial statements are unaudited and, in
the opinion of management, include all adjustments (consisting of normal
recurring accruals) necessary to present fairly the balance sheets, statements







7







of
operations and statements of cash flows for the periods presented in accordance
with accounting principles generally accepted in the United States. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to SEC rules and
regulations. It is presumed that users of this interim financial information
have read or have access to the audited financial statements and footnote
disclosure for the preceding fiscal year contained in the Company’s Annual
Report on Form 10-K. Operating results for the interim periods presented are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2008.





Significant Accounting
Policies:





The
Company’s management selects accounting principles generally accepted in the
United States of America and adopts methods for their
application.  The application of accounting principles requires the
estimating, matching and timing of revenue and expense. It is also necessary for
management to determine, measure and allocate resources and obligations within
the financial process according to those principles.  The accounting
policies used conform to generally accepted accounting principles which have
been consistently applied in the preparation of these financial
statements.





The
financial statements and notes are representations of the Company’s management
which is responsible for their integrity and objectivity. Management further
acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud.  The Company's system of
internal  accounting control is designed to assure, among other items,
that  1) recorded  transactions  are
valid;  2) valid  transactions  are
recorded;  and  3)
transactions  are  recorded in the proper  period
in a timely  manner to produce financial  statements which
present fairly the financial  condition,  results of
operations  and cash  flows of
the  Company  for
the  respective  periods  being
presented.





Management
believes that all adjustments necessary for a fair statement of the results of
the three months ended June 30, 2008 and 2007 have been made.




Basis of
Presentation:





The
Company prepares its financial statements on the accrual basis of
accounting.  All intercompany balances and transactions are
eliminated.  Investments in subsidiaries are reported using the equity
method.  The financial statements include the accounts of Emazing
Gaming, LLC, an operating subsidiary.




Gulf
Onshore, Inc., up until this filing has filed as a Development Stage Company, as
defined by SFAS 7, “Accounting and Reporting by Development Stage
Enterprises”.  The Company no longer is devoting substantially all of
its efforts to establish a new business and has begun principal
operations.  Also, the Company has begun to generate significant
revenues, particularly through its new subsidiary, Curado Energy Resources,
Inc., and consolidated pro-forma revenue for the six month period ended June 30,
2008 is $415,000 (see footnote 4).




Stock
Splits




On March
6, 2008 the Directors of Gulf Onshore, Inc. (the “Company) announced a one for
ten (1:10) stock split (the “Reverse Split”) and a contemporaneous one for ten
(1:10) reduction in the number of the Company’s authorized shares of common
stock, par value $0.001 (the "Common Stock"), in accordance with the procedure
authorized by N.R.S. §78.207. The Directors determined that it would be in the
Company's best interest to effect the Reverse Split and approved this corporate
action by unanimous written consent. The Reverse Split did not require
shareholder approval.  All shares referenced, except where otherwise
noted, are net of the Reverse Split.




8







Reclassification:




Certain
prior year amounts have been reclassified in the consolidated balance sheets,
consolidated statements of operations and consolidated statements of cash flows
to conform to current period presentation.  These reclassifications
were not material to the consolidated financial statements and had no effect on
net earnings reported for any period.




Use of
Estimates:





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures.  Accordingly, actual
results could differ from those estimates.





Recently Issued Accounting
Pronouncements:





The
Company  does not
expect  the  adoption  of  recently  issued  accounting
pronouncements  to have a significant  impact on the
Company’s  results of  operations, financial position or
cash flow.  See Notes 13 and 14 for a discussion of new accounting
pronouncements.




Cash and Cash
Equivalents:





Cash and
cash equivalents includes cash in banks with original maturities of three months
or less and are stated at cost which approximates market value, which in the
opinion of management, are subject to an insignificant risk of loss in
value.




Long Lived
Assets:




Effective
January 1, 2005, 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 & gas lease of $56,000 was impaired and recorded an impairment
loss of $46,667.




During
the year ended December 31, 2007, the Company had acquired two oil & 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 500,000
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.


9





In June
2008 the Company acquired eleven oil well leases in a related party transaction
with the majority shareholder, K&D Investments, for 10,000,000
shares.  The value of the stock at the time of the transaction was
$2,500,000 and the predecessor cost was $100,000.  Therefore, an
impairment of $2,400,000 was recorded related to the transaction and the net
cost recorded on the Company’s balance sheet is $100,000.




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 consolidated
balance sheet for current assets and current liabilities qualifying as financial
instruments are a reasonable estimate of fair value.




Technology Licenses and
Royalties




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 June 30, 2008.  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.




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 ofJanuary01, 2006and will recognize stock-based
compensation expense using the modified prospective method.




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.


10







Property and
Equipment:





Property
and equipment are stated at cost less accumulated depreciation.  Major
renewals and improvements are capitalized; minor replacements, maintenance and
repairs are charged to current operations.  Depreciation is computed by
applying the straight-line method over the estimated useful lives which are
generally five to seven years.





Earnings per Share
(Loss):





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
three month period ended June 30, 2008, diluted earnings per share is ($0.59)
and average weighted diluted shares are 4,115,041 and for the three month period
ended June 30, 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. For the six month period ended June 30, 2008, diluted earnings
per share is $1.37 and average weighted diluted shares are 2,730,151 and for the
six month period ended June 30, 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





Comprehensive
Income:





SFAS No.
130 “Reporting Comprehensive Income”, establishes standards for reporting and
display of comprehensive income and its components in a full set of general
purpose financial statements.  For the quarters ended June 30, 2008
and 2007, the Company had no items of other comprehensive
income.  Therefore, the net loss equals the comprehensive loss for the
periods then ended.






NOTE 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 a cumulative deficit of
$49,336,454 and had a stockholders’ deficit of $1,352,574 at June 30,
2008.  The information included in this Form 10-Q should be read in
conjunction with Management’s Discussion and Analysis and Financial Statements
and notes thereto included in the Company’s December 31, 2007 Form
10-KSB.


























11


NOTE3– FIXED
ASSETS





Fixed
assets at June 30, 2008 and December 31, 2007 are as follows:





June
      30, 2008
            
            
            Dec
      31, 2007Equipment
            
            $
            18,472
            
            
            $
            2,000Less:
      Accumulated Depreciation
            
            
            (
      1,202
            )
            
            
            (
      33
            )Total
      Fixed Assets
            
            $
            17,270
            
            
            $
            1,967





Depreciation
expense for the three month periods ended June 30, 2008 and 2007 was $1,069 and
$0 respectively, and $1,169 and $0 for the six month periods ended June 30, 2008
and 2007 respectively.








NOTE 4 – PROVED
PROPERTIES





Proved
Properties at June 30, 2008 and December 31, 2007 are as follows:





June
      30, 2008
            
            
            Dec
      31, 2007Proved
      Properties
            
            $
            100,000
            
            
            $
            0Less:
      Accumulated DDA
            
            
            (
      0
            )
            
            
            0Net
      Proved Properties
            
            $
            100,000
            
            
            $
            0





The
properties were acquired from K&D Investments, the majority shareholder,
effective June 1, 2008 (see Note 1).  The acquisition of the eleven
oil well leases meets the requirements of a related party transaction and
therefore was capitalized at the predecessor cost of $100,000.  The
leases were acquired with production equipment including pump jacks, pumps,
tubing and rods as well as tank batteries and separators, which have an
estimated replacement value in excess of $800,000.





We expect
to have reserve reports prepared by an SEC-qualified engineer within the time
period permitted to amend, if necessary, our 8-K disclosure on this
transaction.





NOTE5–PROFESSIONAL
FEES





Professional
fees, for the three month periods ended June 30, 2008 and 2007 respectively were
$38,244 and $1,410,683  Professional fees for the six month periods
ended June 30, 2008 and 2007 were $90,360 and $2,661,453.  The
professional fees in 2008 are related to normal operations (auditors, outside
consultants and attorneys).  In 2007 the higher expense is
predominately related to consulting agreements entered into in 2006 and on
January 11, 2007, with related parties.




During
the period ended March 31, 2007, the Company amortized prepaid professional fees
of $987,083 in conjunction with issued shares in exchange for professional fees
to various consultants under separate agreements.  The agreements took
place during the fiscal year 2006.




On
January 11, 2007, the Company entered into a consulting agreement with Summitt
wherein the Company agreed to pay Summitt $450,000 and issue Summitt five
million shares of the Company's common stock, in restricted form, in
consideration for Summitt's services through December 31, 2007. The shares were
issued in January, 2007. The Company recorded the consulting expense based on
the cash and the fair value of the shares on the date of issuance. The expense
is being amortized over the term of the consulting agreement. During the three
month period ended June 30, 2007, the Company recorded a consulting expense of
$162,500 on the agreement and for the six month period ended June 30, 2007,
$325,000.





12





NOTE6– INCOME
TAXES





The
Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
the  recognition of deferred tax assets and  liabilities for
the expected future tax  consequences of events that have been
included in the financial  statements or tax returns. Under this
method, deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and liabilities and their
financial reporting amounts at each period end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income.  Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.





The
following table sets forth the significant components of the net deferred tax
assets as of June 30, 2008:





June
      30, 2008Net
      operating loss carry forward
            
            $
            49,336,454Total
      deferred tax assets
            
            
            16,774,394Less:
      valuation allowance
            
            
            (16,774,394
            )Net
      deferred tax assets
            
            $
            -





For the
quarter ended June 30, 2008, income taxes were offset by the utilization of a
portion of the net operating loss carryforward.




NOTE7–NOTE
PAYABLE





On
January 11, 2007 the Company entered into an agreement with Camden Holdings,
Inc., also an affiliate of the Company, wherein the Company memorialized its
obligation to pay Camden Holdings, Inc $650,000 by December 31, 2007 for monies
owed to Camden. The Company also gave Camden the right to convert all or part of
this debt into shares of the Company's common stock at $.01 per share. The
Company recorded a beneficial conversion of $650,000 on the note which is being
amortized over the life of the note. During the three month period ended March
31, 2007, the Company amortized $162,500 of this unamortized discount as
interest expense.  The Company recorded an interest payable of $16,250
for the three month period ended June 31, 2008 and $32,500 for the six months
ended June 30, 2008.





NOTE8-EQUITY
TRANSACTIONS





The
Company is authorized to issue 30,000,000 shares of common shares with a par
value of $.001 per share.  These shares have full voting
rights.  There were 11,837,279 issued and outstanding as of June 30,
2008.





A.
            Issuance
      of Common Stock




In April
2006, in accordance with the terms of a Consulting Agreement, the Company issued
35,000 shares of the Company's common stock to Credit First Holding 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 three month period ended March31, 2007 the Company amortized
$597,197.




In April
2006, in accordance with the terms of a Consulting Agreement, the Company issued
7,000 shares of the Company's common stock to Monterosa Group Limited for
consulting services. The Company recorded the


13




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 three month period ended March 31, 2007 the Company amortized
$119,583.




In April
2006, in accordance with the terms of a Consulting Agreement, the Company issued
7,000 shares of the Company's common stock to Bluefin, LLC 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 three month period
ended March 31, 2007 the Company amortized $119,583.




On
January 11, 2007 the company entered into an agreement with Summitt Oil and Gas,
Inc., also an affiliate of the Company, wherein the Company memorialized its
obligation to pay Summitt $350,000 by December 31, 2007 for monies owed to
Summitt. The Company also gave Summitt the right to convert all or part of this
debt into shares of the Company's common stock at $.01 per share, which right
Summitt has exercised. As a result of this conversion, Summitt was issued
350,000 shares of the Company's common stock, in restricted form, and the
Company has extinguished the debt of $350,000 owed to Summitt.  The
company recorded a beneficial conversion of $350,000 on the note.  The
Company extinguished the debt of $350,000 to the related party on conversion of
the note and recorded $350,000 as interest expense. Additionally, the Company
entered into a consulting agreement with Summitt wherein the Company agreed to
pay Summitt $450,000 and issue Summitt five million shares of the Company's
common stock, in restricted form, in consideration for Summitt's services
through December 31, 2007. During the three month period ended March 31, 2007
the Company expensed $162,500.




In April,
2007, pursuant to the terms of a consulting agreement, the Company issued 1,000
shares of its common stock to Claudia J. Zaman, attorney.  The Company
recorded the transaction at the fair market value of shares of $24,000,
recognized $10,000 of expense in April, 2007 and recorded and additional $10,000
of expense in June, 2007.  At March 31, 2007 there was $0
expense.




In April,
2007, pursuant to the terms of a consulting agreement, the Company issued 1,000
shares of its common stock to Stephen Taylor, consultant.  The Company
recorded the transaction at the fair market value of shares of
$48,000.  At March 31, 2007 there was $0 expense.




In April,
2007, pursuant to the terms of a consulting agreement, the Company issued 10,000
shares of its common stock to Dieu Vuong, consultant.  The Company
recorded the transaction at the fair market value of shares of
$180,000.  At March 31, 2007 there was $0 expense.





On June
6, 2008, Gulf Onshore, Inc. (the “Company”), entered into an Asset Purchase
Agreement (the “Agreement”) with K&D Equity Investments, Inc., a Texas
corporation (“K&D”). Under the terms of the Agreement, the Company will
acquire, though Curado Energy Resources, Inc., working interests in ten (10)
oil, gas and mineral leases (the “Leases”) located in Texas, with Net Revenue
Interests (N.R.I.) in these leases ranging from 75% to 84.76%.  Gulf
paid K&D 10,000,000 shares of its $.001 par value common stock for the
Leases. K&D is currently the owner of 500,000 shares of the Company’s common
stock, and its president, Jeffrey Joyce, is an officer of the Company. K&D
is currently the Company’s largest single shareholder, but does not own a
majority of the Company’s shares; upon completion of the Agreement, K&D will
own approximately 88% of the Company’s issued and outstanding
shares.





On June
6, 2008, the Company entered into a Stock Purchase Agreement (“SPA”) with South
Beach Live, Inc., a Florida corporation, to purchase 100% of the common shares
of Curado Energy Resources, Inc., a Texas corporation (“Curado”). Curado is
registered with the Texas Railroad Commission as an oil and gas well operator,
and is the operator for the Leases. The Company has agreed to issue South Beach
a promissory note for $250,000, payable in 1 year at 10% interest. The Company
will close the SPA at the same time it closes the Agreement.  The Fair
Market Value (“FMV”) of net assets of Curado at the time of the transaction were
$157,040.  This generated an amount of Goodwill of $92,960 which is
reflected in the consolidated financial statements.


14







On June
13, 2008, the Company issued 500,000 shares of its $.001 par value common stock
to South Beach Live, Inc., a Florida corporation, pursuant to the terms of an
October 4, 2007, Promissory Note.  Under the terms of the Note, the
Company was released from $50,000 of the principal obligation under the Note in
exchange for issuance of these shares.  Provisions of the Note are
fully disclosed in the Company’s Form 10-KSB, filed on April 10,
2008.




B.
            Warrants




In
February 2005, the Company issued a warrant to acquire up to 6,000 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 6,000 shares of unregistered
common stock at an exercise price of $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.




In June
2005, the Company issued a warrant to an employee to purchase up to 1,000 shares
of the  company's restricted common stock at an exercise price of $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.




No
warrants were granted during the three month period ended June 30,
2008.




The weighted average remaining contractual life of
warrants outstanding is 1.44 years at June 30, 2008.





Outstanding
      Warrants
            
            
            Exercisable
      WarrantsRange
      of Exercise Price
            Number
            Average
      Remaining Contractual Life
            Average
      Intrinsic Value
            Number$67.00
            18,000
            1.44
            -
            18,000







The
current Exercise Price of $67.00 per share reflects the impact of the two 1:10
stock splits.  Prior to the splits the Exercise price was $0.67 per
share.




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 warrants
outstanding as of June 30, 2008, along with the weighted-average grant date fair
values, were as follows.





2008Expected
      volatility
            80.0%Expected
      life in years
            5
      yearsRisk
      free interest rate
            5.07%Dividend
      yield
            0%





C.
            Employee
      Options




On April
3, 2006, the Board of Directors of the Company authorized and approved the
adoption of the 2006 Stock Option Plan effective April 3, 2006 (the
"Plan").  The Plan is administered by the duly appointed compensation
committee.  The Plan is authorized to grant stock options of up to
25,000 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 vesting schedules  at which such shares
of common stock of
the Company may be acquired.  As of June 30, 2008, no options to
purchase the Company's common stock have been granted under the
Plan.  There were no options outstanding at June 30,
2008.


15




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 38,000 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 vesting schedules  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 June 30, 2008 a total of 37,990
shares had been issued and granted under the Consultants Plan.





NOTE9–RELATED
PARTY





The
following transaction took place between the Company and parties sharing common
ownership or control with Boston Equities Corporation, a shareholder, which, at
the time of these transactions, owned approximately 25% of the Company's
outstanding and issued common stock:




On April
25, 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 three hundred and
fifty thousand dollars ($350,000) to be used as working capital. The Note was
due on August 25, 2006.  No interest is payable on the note and
imputed interest, at a rate of 10% p.a., at 12/31/06 was deemed not material by
management, and therefore, no accrual was booked.  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 on December 31, 2006 and has been extended to December 31,
2007.  No interest is payable on the note and imputed interest, at a
rate of 10% p.a., at 12/31/06 was deemed not material by management, and
therefore, no accrual was booked.  On January 11, 2007, Camden
converted $650,000 of the advances into a Note Payable bearing 10% interest per
annum.  Advances due Camden at June 30, 2008 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, former CEO and President of Gulf Onshore, Inc.  The
line-of-credit has a maximum of $100,000 and bears interest at 10% per annum.
Payable quarterly.  The amount due at March 31, 2008 was
$89,717.  The note, if payments are not made as agreed, can be
converted into restricted stock at $.10 per share and therefore a deemed
dividend of $89,717 was recorded of which $23,060 was recorded in the three
month period ended June 30, 2008. On June 13, 2008, the Company issued
500,000 shares of its $.001 par value common stock to South Beach Live, Inc., a
Florida corporation, pursuant to the terms of an October 4, 2007, Promissory
Note.  Under the terms of the Note, the Company was released from
$50,000 of the principal obligation under the Note in exchange for issuance of
these shares.





On June
6, 2008, Gulf Onshore, Inc. (the “Company”), entered into an Asset Purchase
Agreement (the “Agreement”) with K&D Equity Investments, Inc., a Texas
corporation (“K&D”). Under the terms of the Agreement, the Company will
acquire, though Curado Energy Resources, Inc., working interests in ten (10)
oil, gas and mineral leases (the “Leases”) located in Texas, with Net Revenue
Interests (N.R.I.) in these leases ranging from 75% to 84.76%.  Gulf
paid K&D 10,000,000 shares of its $.001 par value common stock for the
Leases. K&D is currently the owner of 500,000 shares of the Company’s common
stock, and its president, Jeffrey Joyce, is an officer of the Company. K&D
is currently the Company’s largest single shareholder, but does not own a
majority of the Company’s shares; upon completion of the Agreement, K&D will
own approximately 88% of the Company’s issued and outstanding
shares.


16







On June
6, 2008, the Company entered into a Stock Purchase Agreement (“SPA”) with South
Beach Live, Inc., a Florida corporation, to purchase 100% of the common shares
of Curado Energy Resources, Inc., a Texas corporation (“Curado”). Curado is
registered with the Texas Railroad Commission as an oil and gas well operator,
and is the operator for the Leases. The Company has agreed to issue South Beach
a promissory note for $250,000, payable in 1 year at 10% interest. The Company
will close the SPA at the same time it closes the Agreement.  The Fair
Market Value (“FMV”) of net assets of Curado at the time of the transaction were
$157,040.  This generated an amount of Goodwill of $92,960 which is
reflected in the consolidated financial statements..







NOTE 10 – COMMITMENTS AND
CONTINGENCIES




A.
            Legal




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 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 leases office space at 4310 Wiley Post Road, Addison, Texas
75001. The lease is a one year lease and expires on May 31, 2009.  The
Company is not committed to any additional lease obligations.





C.
            Liabilities




The
Company had a collection notice for $87,183 related to legal billings in 2006
that had not been booked.  The amount was recorded in the third
quarter of 2007.  The billings were related to acquisition work that
was never completed.  The Company contends that the agreement was not
with Gulf Onshore, Inc. but with a potential acquirer and therefore believes
that the accrual is not necessary.  A legal opinion will be obtained
during the third quarter of 2008.





NOTE 11 – EXTINGUISHMENT OF
DEBT




On March
21, 2008 the Board of Directors determined that it was in the best interest of
the Company and its shareholders to void the contracts of two former directors
and extinguish the associated liability and related accrued payroll
taxes.  The contracts originated in 2006 and called for the issuance
of restricted common stock in the amount of $5,000,000.  During 2006 a
liability for $5,000,000 and $1,285,651 of related accrued payroll taxes was
recorded.  Accordingly, during the three months ended March 31, 2008,
management has recorded a nonrecurring gain in the amount of
$6,285,651.























17


NOTE
12 – PRO-FORMA FINANCIAL STATEMENTS





On June
6, 2008 the Company announced the acquisition of Curado Energy Resources, Inc
(“Curado”).   The following pro-forma Statements of Operations
represents the Company as if Curado had been acquired and consolidated as of
January 1, 2008.





Six
      Months EndedJune
      30,
              2008
            
            
            June
      30,
              2007OIL
      & GAS OPERATIONSOil
      & Gas Revenues
            
            $
            415,546
            
            
            $
            0Lease
      Operating Expenses
            
            
            247,473
            
            
            
            0Gross
      Profit
            
            
            168,073
            
            
            
            0OTHER
      EXPENSES:Professional
      Fees
            
            
            99,313
            
            
            
            1,410,683Impairment
      of Oil & Gas Leases
            
            
            2,400,000
            
            
            
            0Net
      Gain on Settlement of    Liabilities (Note
      9)
            
            
            (6,285,651
            )General
      and Administrative
            
            
            206,931
            
            
            
            34,039Total
      Operating Expenses
            
            
            (3,579,4407
            )
            
            
            (1,444,722
            )OPERATING
      INCOME (LOSS)
            
            
            (3,747,480
            )
            
            
            (1,444,722
            )Other
      Income (Expense)Interest
      Income
            
            
            1,698
            
            
            
            0Gain
      on Settlement of Debt
            
            
            0
            
            
            
            0Interest
      Expense
            
            
            (4,123
            )
            
            
            (162,500
            )Total
      Other Income (Expense)
            
            
            (,2,425
            )
            
            
            (162,500
            )NET
      INCOME (LOSS)
            
            $
            3,745,055
            
            
            $
            (1,607,772
            )











NOTE 13 - RECENTLY ADOPTED
ACCOUNTING PROUNCEMENTS





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Standards (“SFAS”) No. 157, Fair Value Measurements
(“SFAS No. 157”), which defines fair value, establishes a framework for
consistently measuring fair value under GAAP and expands disclosures about fair
value measurements. SFAS No. 157 became effective for the Company on
January 1, 2008. SFAS No. 157 establishes a hierarchy in order to segregate fair
value measurements using quoted prices in active markets for identical assets or
liabilities, significant other observable inputs and significant unobservable
inputs. For assets and liabilities that are measured at fair value on a
recurring basis, SFAS No. 157 requires disclosure of information that enables
users of financial statements to assess the inputs used to determine fair value
based on the aforementioned hierarchy. See Note 11 for further information
regarding our assets and liabilities that are measured at fair value on a
recurring basis.





In
February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2 “Partial
Deferral of the Effective Date of Statement
157”. FSP 157-2 delays the effective date of SFAS No. 157 to
fiscal years beginning after November 15, 2008 for all nonfinancial assets
and nonfinancial liabilities, except those that are recognized or disclosed at
fair value in the financial statements on a recurring basis (at least annually).
The Company has adopted SFAS No. 157 as of January 1,








18











In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities – Including an Amendment of FASB Statement
No. 115(“SFAS No. 159”). SFAS No. 159 permits entities to
choose to measure eligible items at fair value at specified election dates and
report unrealized gains and losses on items for which the fair value option has
been elected in earnings at each subsequent reporting date.
SFAS No. 159 was effective for the Company on January 1, 2008.
However, the Company has not elected to apply the provisions of SFAS No. 159 to
any of our financial assets and financial liabilities, as permitted by the
Statement.





NOTE 14 –ACCOUNTING PRONOUNCEMENTS
NOT YET ADOPTED





In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS
No. 141(R)”) which replaces SFAS No. 141, Business Combinations, and
requires the acquirer of a business to recognize and measure the identifiable
assets acquired, the liabilities assumed, and any non-controlling interest in
the acquiree at fair value. SFAS No. 141(R) also requires transaction costs
related to the business combination to be expensed as incurred. SFAS No. 141(R)
is effective for business combinations for which the acquisition date is on or
after fiscal years beginning after December 15, 2008. Management does not
believe that adoption of this statement will have a material impact on the
Company’s consolidated financial position or results of operations.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements (“SFAS No. 160”). This Statement amends
ARB No. 51, Consolidated
Financial Statements, to establish accounting and reporting standards for
the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. SFAS No. 160 is effective for fiscal years beginning after December
15, 2008. We are currently evaluating the effect that the adoption of SFAS No.
160 will have on our consolidated financial position, results of operations and
cash flows.





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 June
2008, the Securities and Exchange Commission announced that it has approved a
one-year extension of the compliance data for smaller public companies to meet
the section 404(b) auditor attestation requirement of the Sarbanes-Oxley
Act.  With the extension, small companies will now be required to
provide the attestation reports in their annual reports for the fiscal years
ending on or after December 15, 2009.








NOTE 15 – FAIR VALUE OF FINANCIAL
      INSTRUMENTS




In
September 2006, the FASB issued SFAS 157, Fair Value Measurement. SFAS
157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosures about
fair




19




value
measurements. SFAS 157 was effective for our financial assets and liabilities on
January 1, 2008. The FASB delayed the effective date of SFAS 157 for all
non-financial assets and non-financial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually) to fiscal years beginning after November 15,
2008.




SFAS
157’s valuation techniques are based on observable and unobservable inputs.
Observable inputs reflect readily obtainable data from independent sources,
while unobservable inputs reflect our market assumptions. The Standard
classifies these inputs into the following hierarchy:




Level 1 Inputs – Quoted
prices for identical instruments in active markets.


Level 2 Inputs – Quoted
prices for similar instruments in active markets; quoted prices for identical or
similar instruments in markets that are not active; and model-derived valuations
whose inputs are observable or whose significant value drivers are
observable.


Level 3 Inputs – Instruments
with primarily unobservable value drivers.




As of
June 30, 2008, the Company did not have any instruments subject to valuation
under SFAS 157.


20


Item
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS





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. 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, the Company’s 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 Company’s activities in the
oil and gas business prior to 3Q 2007, however, when it undertook a change of
management, were desultory, at best; the Company generated no
revenues


and
recorded a complete impairment of all oil and gas related assets, effective
December 31, 2006.





Furthermore,
as a result of information gathered during 1Q 2008, in conjunction with the
audit of the Company’s December 31, 2007, financial statements, current
management is carefully reviewing all previous consulting and asset acquisition
agreements to ensure that they were appropriate and in the best interests of the
Company. We expect this contract review will take the balance of this fiscal
year.





In Q3
2007, we acquired interests in two oil and gas leases in Throckmorton Co., Texas
from K & D Energy, Inc. in exchange for 50,000,000 shares of newly issued
common stock. As of December 31, 2007, we also recorded a complete impairment of
the value of the asset, reflecting a $5 million charge against revenues. Also in
4Q 2007, we


effected
a 1:10 reverse stock split, reducing our total issued and outstanding shares of
common stock to 13,271,985 (reducing K & D’s ownership to 5,000,000 shares).
We generated revenues from both leases in 1Q and 2Q 2008, but one of the leases
does not generate sufficient revenues to warrant continuing operations and we
expect to transfer operating rights to another operator in 3Q 2008, in exchange
for its assumption of plugging obligations.





In Q1
2008, the Company effected a second 1:10 reverse share split, reducing our total
issued and outstanding shares of common stock to 1,327,199 (and reducing K &
D’s ownership to 500,000 shares). At that time, we also changed our name to Gulf
Onshore, Inc.; our shares now trade on the Over-the-Counter Bulletin Board under
the symbol GFON. Shortly thereafter, we moved into larger offices at 4310 Wiley
Post Blvd., Ste. 201, Addison, Texas.





Effective
June 1, 2008, the Company acquired all of the common stock of Curado Energy,
Inc. from South Beach Live, Inc. in exchange for a $250,000 note.
Contemporaneously, we acquired, through Curado, additional oil and gas leases in
Throckmorton Co. and Shackelford Co., Texas from K & D in exchange for the
issuance of an additional 10,000,000 shares of common stock. As a result of the
transaction, K & D became the owner of approximately 87% of the Company’s
outstanding shares.  The Company generated $92,583 in revenues from
these leases in June 2008, comprising a significant portion of its Q2 2008
revenues.  We are currently undertaking a Re-Work/Development Plan, on
these properties putting additional wells into production and re-committing
other wells into water disposal wells.





Also in
Q2 2008, the Company contracted to acquire oil and gas leases in Anderson Co.,
Texas from Roboco Oil, Inc. These leases cover approximately 1,000 acres, and
hold two producing wells. The transaction is scheduled to close on September 1,
2008. Under the terms of the contract, we will pay $700,000 for these leases,
comprised of 20,000 shares of common stock and $680,000 cash. In addition, the
contract calls for us to drill at least one well within 120-days of
closing.


21


All of
these transactions were covered in timely filed Forms 8-K, and, in accordance
with the representations made therein, SEC-qualified reserve reports the
Throckmorton Co. and Shackelford Co. properties have been filed herewith, along
with pro-forma consolidated financial information..








RESULTS
FOR THE QUARTER ENDED June 30, 2008





Our
quarter ended on June 30, 2008.  Any reference to the end of the
fiscal quarter refers to the end of the second calendar quarter for 2008 for the
period discussed herein.





REVENUE.  Revenue
for the three months ended June 30, 2008, was $114,870 compared to $0 for the
period ended June 30, 2007.   Revenue for the six months ended
June 30, 2008 was $173,798 compared to $0 for the six months ended June 30,
2007.  The increase is attributed to the oil properties acquired in
2007 and Curado Energy Resources, Inc., (“Curado”) acquired in June
2008.  The impact of Curado in both the three months and six months
ended June 30, 2008, was $92,583.





GROSS
PROFIT.  Gross profit for the three months ended June 30, 2008, was
$34,577 compared to $0 for the period ended June 30,
2007.   Gross profit the six months ended June 30, 2008 was
$67,382 compared to $0 for the six months ended June 30, 2007.  The
gross profit percentage improved from the first three months of the year vs. the
second three months due improved efficiencies within the operator.





OPERATING
EXPENSES. Total operating expenses for the three months ended June 30, 2008,
were $2,484,625 compared to expenses for the period ended June 30, 2007 of
$2,795,159.  The decrease is mainly attributed to professional fee
contracts entered into in 2007 that were fully amortized in 2007.  In
2008 we incurred an impairment if $2,400,000 related to acquire oil properties
due to writing own to predecessor cost.  Total operating expenses for
the six months ended June 30, 2008 were ($3,704,123) compared to expenses for
the period ended June 30, 2007 of $2,795,159.  2008 expenses include a
one-time nonrecurring gain of $6,285,651 due to the voiding of former director
contracts (see Note 11).  As discussed above concerning the three
month periods, professional fee contracts entered into in 2007 that were fully
amortized in 2007 were mostly offset by the impairment if $2,400,000 related to
acquire oil properties due to writing own to predecessor cost in
2008.





NET
INCOME (LOSS). Net loss for the three months ended June 30, 2008 was
($2,463,446) compared to the period ended June 30, 2007 of
($3,470,159).   Net income for the six months ended June 30, 2008
was $3,735,047 compared to the net loss of the period ended June 30, 2007 of
($3,470,159).  The 2008 balance is impacted by the voiding of former
director contracts and associated payroll taxes of $6,285,651 as discussed in
Note 11.  Adjusting for this transaction there would have been a net
operating loss for the six months ended June 30, 2008 of
($2,550,604).  The decrease in the adjusted loss is attributed to the
aforementioned professional fee contracts in 2007.





Employees





As of
June 30, 2008, the Company had five employees: its President, Vice-President,
Secretary and two office administrators.







ITEM
3.  CONTROLS AND PROCEDURES





Evaluation of Disclosure
Controls and Procedures




Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Securities Exchange Act of 1934, as
amended (the "Act") is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow








22


timely
decisions regarding required disclosure. It should be noted that the design of
any system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions,
regardless of how remote.  As of the end of the period covered by this
Quarterly Report, we carried out an evaluation, under the supervision and with
the participation of our President, also serving as our Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures.  Based on this evaluation, our President has concluded that the
Company’s disclosure controls and procedures are not effective because of the
identification of a material weakness in our internal control over financial
reporting which is identified below, which we view as an integral part of our
disclosure controls and procedures.




Changes in Internal Controls
over Financial Reporting




We have
not yet made any changes in our internal controls over financial reporting that
occurred during the period covered by this report on Form 10-Q that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.




Management’s Report on
Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
system was designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes, in accordance with generally accepted accounting principles. Because
of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.




The
Company’s management carried out an assessment of the effectiveness of the
Company’s internal control over financial reporting as of June 30, 2008. The
Company’s management based its evaluation on criteria set forth in the framework
in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on that assessment, management
has concluded that the Company’s internal control over financial reporting was
not effective as of June 30, 2008. A material weakness is a deficiency, or a
combination of control deficiencies, in internal control over financial
reporting such that there is a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements will not be
prevented or detected on a timely basis.




The
material weakness relates to the lack of segregation of duties in financial
reporting, as our financial reporting and all accounting functions are performed
by an external consultant with no oversight by a professional with accounting
expertise.  Our President does not possess accounting expertise and our
company does not have an audit committee.  This weakness is due to the
Company’s lack of working capital available to hire additional staff. 
To remedy this material weakness, we intend to engage another accountant to
assist with financial reporting as soon as our finances will allow.











23


PART
II





Items No.
1, 2, 3, 4, - Not Applicable.





Item No.
5 – Other Information


.




The
Company's CEO and CFO, Sam Plunkett, resigned in April 2007 and was replaced by
Linda Contreras, who was also appointed as the Company’s sole
officer.




In April,
2007, a majority of the Company’s shareholders approved its re-incorporation in
Nevada and name change to Brighton Oil & Gas, Inc., and ratified the 2006
Stock Option Plan.




On
September 25, 2007, Charles Stidham and E. Robert Barbee were appointed as
directors of the Company.  Mr. Stidham was appointed as President,
CEO, CFO and Chief Financial Officer.  The Board also appointed Ms.
Michele Sheriff as Secretary. Immediately following the appointment of the new
directors, Linda Contreras resigned as officer and director.




On
October 19, 2007, the Company announced that the Board determined that certain
issuances of common stock over the past year had not been paid for or otherwise
earned. The Company stopped transfer and/or cancelled 59,545,752 shares of its
common stock, and notified the individuals and companies
affected.  All existing consulting contracts with the Company have
been cancelled.  Also on this date, the Board appointed Wayne Duke as
a director of the Company.




On
November 5, 2007, the Board approved a one for ten (1:10) reverse split and an
increase in the number of its authorized shares from 100,000,000 to
300,000,000.  The Board’s resolution was approved by the holders of a
majority of the Company’s shares.




On
February 1, 2008, the Board appointed Jeffery Joyce and Dean Elliott as
directors and accepted Mr. Duke’s and Mr. Barbee’s resignations. After the
appointment of the new directors, Mr. Stidham resigned as President and
director, and appointed Mr. Joyce as President and Mr. Elliott as Vice President
and Secretary of the Company




Effective
March 6, 2008,  the Board approved a one for ten (1:10) reverse stock
split and a contemporaneous one for ten (1:10) reduction in the number of the
Company’s authorized shares of common stock in accordance with the procedure
authorized by N.R.S. §78.207. The Directors determined that it would be in the
Company's best interest to effect the Reverse Split and approved this corporate
action by unanimous written consent. The Reverse Split did not require
shareholder approval.




On March
25, 2008 the Company announced that it changed its name to Gulf Onshore, Inc.
from Brighton Oil & Gas, Inc.  The Company’s common stock is
quoted on the OTC Bulletin Board under the symbol GFON.




Effective
April 16, 2008, the Company dismissed its auditors, Kabani & Company, Inc.
and engaged Turner, Stone & Company, L.L.P. as its principal independent
accountant.  Kabani & Co. served as the Company’s independent public
accountant from July 2006 to the date of dismissal.  Kabani & Co.’s
audit reports for the past two fiscal years did not contain an adverse opinion
or disclaimer of opinion, or qualification or modification as to uncertainty,
audit scope, or accounting principles other than the uncertainty that the
Company might not be able to operate as a going concern.




On August
11, 2008, the Company appointed R. Wayne Duke, Earl Moore and Mark Smith as
directors. The board also appointed Mr. Moore as Chief Executive Officer and Mr.
Smith as Chief Financial Officer. Dean Elliot has resigned as an officer and
director.





Item No.
6 - Exhibits and Reports on Form 8-K





(a)
            Three
      Form 8-K’s were filed during the three month period ended June 30,
      2008.


April 24,
2008


24


June 6,
2008


June 18,
2008





(b)
            Exhibits





Exhibit
Number / Name of Exhibit




10.16
              Consolidated
      note and security agreement with Camden Holdings, Inc. dated January 5,
      2007 (previously filed as an exhibit to our form 8-K, file no. 01-28911
      and incorporated herein by reference)10.17
              Consulting
      agreement with Camden Holdings, 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
              Consolidated
      note and security agreement with Summitt Oil & Gas, Inc., 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., Inc. dated January 5, 2007
      (previously filed as an exhibit to our form 8-K, file no. 01-28911 and
      incorporated herein by reference)31.1
              Certification
      of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange
      Act, as enacted by Section 302 of the Sarbanes-Oxley Act of
      2002.31.2
              Certification
      of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange
      Act, as enacted by Section 302 of the Sarbanes-Oxley Act of
      2002.32.1
              Certification
      of Chief Executive Officer and Chief Financial Officer, pursuant to 18
      United States Code Section 1350, as enacted by Section 906 of the
      Sarbanes-Oxley Act of 2002.








SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.





GULF
ONSHORE, INC.





By /s/  Earl Moore




Earl
Moore, President





Date:
August 14, 2008

















25