SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A





Amendment
No. 1 to 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 registrant 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
September 23, 2008, there were 12,597,279shares of Common Stock of
the issuer outstanding.

























Amendment
No. 1 to the Quarterly Report on Form 10-Q




For the
Year Quarter ended June 30, 2008







EXPLANATORY
NOTE





Gulf
Onshore, Inc., is filing this Amendment No.1 on Form 10-Q/A (this “Amendment”)
to its Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2008 which was originally filed on August 18, 2008 (the “Original
Filing”).





As part
of the Form 10-Q/A, the Amendment will amend Item 4 of Part II, that was
originally labeled Item 3, and amend the language on our assessment and
conclusion as to the effectiveness of our disclosure controls and
procedures.





In
addition, as part of the 10-Q/A, the Amendment will amend and restate, pursuant
to ITEM 601(b)(31) of Regulation S-K, the Exhibit 31.1, Certification of the
Principal Executive Officer and Exhibit 31.2, Certification of the Principal
Financial Officer, which adds the introductory language of paragraph 4 and the
language paragraph 4(b).





In
addition, as part of the 10-Q/A, the Amendment will amend and restate, Exhibit
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, which is updated for current language.





Except
with respect to the above changes, this Amendment does not modify or update any
other disclosures set forth in the Original or First Amended
filing.










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PART II









Item
4. Controls and Procedures




Evaluation of Disclosure
Controls and Procedures




We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) as of June 30, 2008.  This
evaluation was accomplished under the supervision and with the participation of
our chief executive officer / principal executive officer, and chief financial
officer / principal financial officer who concluded that our disclosure controls
and procedures are not effective to ensure that all material information
required to be filed in the annual Form 10-Q/A has been made known to
them.




For
purposes of this section, the term disclosure controls and procedures means
controls and other procedures of an issuer that are designed to ensure that
information required to be disclosed by the issuer in the reports that it files
or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed,
summarized and reported, within the time periods specified in the Commission’s
rules and forms.  Disclosure, controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by in our reports filed 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 timely
decisions regarding required disclosure.




Based
upon an evaluation conducted for the period ended June 30, 2008, our Chief
Executive and Chief Financial Officer as of June 30, 2008 and as of the date of
this Report, has concluded that as of the end of the periods covered by this
report, we have identified the following material weakness of our internal
controls:




·
            Reliance
      upon independent financial reporting consultants for review of critical
      accounting areas and disclosures and material non-standard
      transaction.




·
            Lack
      of sufficient accounting staff which results in a lack of segregation of
      duties necessary for a good system of internal
  control.




In order
to remedy our existing internal control deficiencies, as our finances allow, we
will hire additional accounting staff.  In August 2008, we hired a
Chief Financial Officer who is sufficiently versed in public company accounting
to implement appropriate procedures for timely and accurate
disclosures.




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/A that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.










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PART
III




ITEM
13.- Exhibits and Reports on Form 8-K




(a)
            Exhibits


No.
            Description31.1
            Certification
      of the Company’s Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200231.2
            Certification
      of the Company’s Principal Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200232.1
            Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of
      the Sarbanes-Oxley Act of 2002.

















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