UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q/A




Amendment
No. 1




(Mark
One)




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




For the
quarterly period ended March 31,
2008




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




For the
transition period from ________ to ________




COMMISSION FILE NUMBER 000-28911




GULF ONSHORE,
INC.




(Exact
name of registrant as specified in its charter)





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





4310
      Wiley Post Road, Suite 201Addison, Texas
              75001(Address
      of principal executive offices)
              (Zip
      code)




(972)
788-4500




(Registrant's
telephone number, including area code)




Not
Applicable




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




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




Indicate
by check mark 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 [ ] (Do not check if a smaller reporting company)
            Smaller
      reporting company [X]




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




Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: As of March 31, 2008, the Issuer had
1,327,261 shares of common stock issued and outstanding.










EXPLANATORY
NOTE






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




















SIGNATURES






Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.





GULF
      ONSHORE, INC.Date:
            May
      14, 2009
            
            By:
            /s/
      Steven W. KubbySteven
      W. KubbyChief
      Executive Officer, DirectorDate:
            May
      14, 2009
            
            By:
            /s/
      Richard CowenRichard
      CowenChief
      Financial Officer, Director