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 September 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)





(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 30, 2008, there were 12,597,279shares of Common Stock of
the issuer outstanding.





TABLE OF
CONTENTS
 PART I FINANCIAL STATEMENTSItem
      1
              Financial
      Statements
              2Item
      2
              Management's
      Discussion and Analysis or Plan of Operation
              20PART II OTHER INFORMATIONItem
      1
              Legal
      Proceedings
              23Item
      2
              Changes
      in Securities
              23Item
      3
              Default
      upon Senior Securities
              23Item
      4
              Submission
      of Matters to a Vote of Security Holders
              23Item
      5
              Other
      Information
              23Item
      6
              Exhibits
      and Reports on Form 8-K
              24











i


GULF
ONSHORE, INC.


Consolidated
Balance Sheets








September
      30,
              2008
              (Unaudited)
            
            
            December
      31,
              2007
              (Audited)AssetsCurrent
      AssetsCash
            
            $
            1,072
            
            
            $
            4,769Accounts
      Receivable
            
            
            91,354
            
            
            
            11,675Related
      Party Receivables
            
            
            10,787Other
      Receivables
            
            
            2,283
            
            
            
            -Total
      Current Assets
            
            
            105,496
            
            
            
            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
            
            
            (2,271
            )
            
            
            (33
            )Total
      Fixed Assets
            
            
            16,201
            
            
            
            1,967Other
      Assets:Deposits
            
            
            77,987
            
            
            
            -Prepaid
      Expenses
            
            
            3,269
            
            
            
            -Total
      Other Assets
            
            
            81,256
            
            
            
            -Total
      Assets
            
            $
            302,953
            
            
            $
            18,411Liabilities
      and Shareholders’ Equity/(Deficit)Current
      Liabilities:Accounts
      Payable
            
            $
            369,217
            
            
            $
            329,583Accounts
      Payable – Related Parties
            
            
            -
            
            
            
            -Accrued
      Expenses
            
            
            148,194
            
            
            
            1,432,525Accrued
      Interest Payable to Affiliate
            
            
            118,475
            
            
            
            64,860Due
      to Former Officers
            
            
            -
            
            
            
            5,000,000Loan
      Payable to Affiliate
            
            
            817,742
            
            
            
            814,742Line-of-Credit
      to Affiliate
            
            
            -
            
            
            
            66,657Total
      Current Liabilities
            
            
            1,450,628
            
            
            
            7,708,367Long-Term
      Liabilities:Note
      Payable to Affiliate
            
            
            245,000
            
            
            
            -Total
      Liabilities
            
            
            1,695,628
            
            
            
            7,708,367Shareholders’
      Equity/(Deficit):Common
      Stock, $.001 par value, 30,000,000 shares
              authorized,
      15,597,279 and 1,328,198 shares issued
              and
      outstanding respectively
            
            
            12,517
            
            
            
            1,327Additional
      Paid in Capital
            
            
            48,150,863
            
            
            
            45,380,218Accumulated
      Deficit
            
            
            (49,546,055
            )
            
            
            (53,071,501
            )Total
      Shareholders’ Equity/(Deficit)
            
            
            (1,392,675
            )
            
            
            (7,689,956
            )Total
      Liabilities and Shareholder’ Equity/(Deficit)
            
            $
            302,953
            
            
            $
            18,411





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












2






GULF
ONSHORE, INC.


Consolidated
Statements of Operations


For
the Three and Nine Months Ended September 30, 2008 and 2007


(Unaudited)








Three
      Months Ended
            
            
            Nine
      Months EndedSept
      30,
              2008
            
            
            Sept
      30,
              2007
            
            
            Sept
      30,
              2008
            
            
            Sept
      30,
              2007OIL
      & GAS OPERATIONSOil
      & Gas Revenues
            
            $
            285,853
            
            
            $
            0
            
            
            $
            447,412
            
            
            $
            0Lease
      Operating Expenses
            
            
            132,718
            
            
            
            0
            
            
            
            226,895
            
            
            
            0Gross
      Profit
            
            
            153,135
            
            
            
            0
            
            
            
            220,517
            
            
            
            0OTHER
      EXPENSES:Professional
      Fees
            
            
            39,752
            
            
            
            1,117,102
            
            
            
            130,112
            
            
            
            3,778,555Impairment
      of Oil & Gas Leases
              (Note
      1)
            
            
            0
            
            
            
            0
            
            
            
            2,400,000
            
            
            
            0Net
      Gain on Settlement of
              Liabilities
      (Note 9)
            
            
            0
            
            
            
            0
            
            
            
            (6,285,651
            )
            
            
            0General
      and Administrative
            
            
            137,698
            
            
            
            16,520
            
            
            
            228,866
            
            
            
            150,226Total
      Operating Expenses
            
            
            177,450
            
            
            
            1,133,622
            
            
            
            (3,526,673
            )
            
            
            3,928,781OPERATING
      INCOME (LOSS)
            
            
            (24,315
            )
            
            
            (1,133,622
            )
            
            
            3,747,190
            
            
            
            (3,928,781
            )Other
      Income (Expense)Other
      Income
            
            
            1,439
            
            
            
            
            
            
            
            1,439Beneficial
      Conversion Feature
            
            
            0
            
            
            
            0
            
            
            
            (32,335
            )
            
            
            0Other
      Expense
            
            
            (107,091
            )
            
            
            
            
            
            
            (107,091
            )Interest
      Expense
            
            
            (79,634
            )
            
            
            (162,500
            )
            
            
            (83,757
            )
            
            
            (837,500
            )Total
      Other Income (Expense)
            
            
            (185,286
            )
            
            
            (162,500
            )
            
            
            (221,744
            )
            
            
            (837,500
            )NET
      INCOME (LOSS)
            
            $
            (209,601
            )
            
            $
            (1,296,122
            )
            
            $
            3,525,446
            
            
            $
            (4,766,281
            )Basic
      and Diluted Earnings  per Share
            
            $
            (0.02
            )
            
            $
            (1.56
            )
            
            $
            0.60
            
            
            $
            (5.96
            )Basic
      and Diluted Earnings  per Share
            
            $
            (0.02
            )
            
            $
            (1.56
            )
            
            $
            0.60
            
            
            $
            (5.96
            )Weighted
      Average Shares Outstanding: Basic
            
            
            9,877,895
            
            
            
            828,198
            
            
            
            5,878,173
            
            
            
            799,438Weighted
      Average Shares Outstanding: Diluted
            
            
            9,877,895
            
            
            
            828,198
            
            
            
            5,896,173
            
            
            
            799,438








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





3




GULF
      ONSHORE, INC.Consolidated
      Statement of Shareholders' EquityFor
      the Nine Months Ended September 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
              
              
              990,000
              
              
              
              990
              
              
              
              98,010
              
              
              
              
              
              
              
              
              
              
              
              99,000Purchase
      of Subsidiary with Stock
              
              
              10,000,000
              
              
              
              10,000
              
              
              
              2,490,000
              
              
              
              
              
              
              
              
              
              
              
              2,500,000Issuance
      of Stock for Services
              
              
              190,000
              
              
              
              190
              
              
              
              120,310
              
              
              
              
              
              
              
              
              
              
              
              120,500Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              3,525,446
              
              
              
              3,525,446Balance
      at September 30, 2008
              
              
              12,517,279
              
              
              $
              12,517
              
              
              $
              48,140,863
              
              
              $
              0
              
              
              $
              (49,546,055
              )
              
              $
              (1,392,675
              )


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


4











GULF
ONSHORE, INC.


Consolidated
Statements of Cash Flows


(Unaudited)








Nine
      Months Ended Sept 30, 2008
            
            
            Nine
      Months Ended Sept 30, 2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Income (Loss)
            
            $
            3,525,446
            
            
            $
            (4,766,281
            )Adjustments
      to reconcile net income (loss) to cash from (used
              in)
      operating activities:Depreciation
      and Depletion
            
            
            2,238
            
            
            
            0Impairment
      on Oil Lease Investments
            
            
            0
            
            
            
            0Stock
      Issued for Services
            
            
            0
            
            
            
            490,848Amortization
      of Prepaid Consulting Fees
            
            
            0
            
            
            
            2,936,250Amortization
      of Beneficial Conversion Feature
            
            
            32,335
            
            
            
            1,000,000Change
      in assets and liabilities:(Decrease)
      in Shares to be Issued
            
            
            (4,879,500
            )
            
            
            0(Increase)
      in Accounts Receivable
            
            
            (81,962
            )
            
            
            0(Increase)
      in Other Assets
            
            
            (81,256
            )
            
            
            0Increase
      in Accrued Interest to Affiliates
            
            
            53,615
            
            
            
            0Increase
      in Accounts Payable
            
            
            35,778
            
            
            
            253,602Increase
      in Accounts Payable – Related Parties
            
            
            3,856
            
            
            
            0Increase
      (Decrease)  in Accrued Expenses
            
            
            (1,284,331
            )
            
            
            47,003CASH
      FLOWS FROM (USED IN) OPERATING ACTIVITIES
            
            
            (2,673,781
            )
            
            
            (38,578
            )CASH
      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
            
            
            99,000
            
            
            
            164,742Related
      Party Advances
            
            
            (77,444
            )
            
            
            (125,900
            )Stock
      Issued for Oil and Gas Llease
            
            
            2,400,000Proceeds
      from sale of common stock
            
            
            20,000
            
            
            
            0Loan
      Payable to Affiliates
            
            
            245,000
            
            
            
            0CASH
      FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
            
            
            2,686,556
            
            
            
            38,842
            )NET
      INCREASE (DECREASE) IN CASH
            
            
            (3,679
            )
            
            
            264Cash,
      beginning of period
            
            
            4,769
            
            
            
            61Cash,
      end of period
            
            $
            1,072
            
            
            $
            325SUPPLEMENTAL
      CASH FLOW INFORMATIONCommon
      Stock Issued for Debt
            
            $
            99,000
            
            
            $
            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.


5





GULF
ONSHORE, INC.


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2008





NOTE 1 – NATURE OF
ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES





Organization and Description
of Business:





Gulf
Onshore, Inc.  (“We” or “the Company”), was incorporated under the
laws of the State of Colorado, on February 29, 1996, as Patriot Holdings,
Inc..  On August 26, 1999, the Company changed its name to National
Healthcare Technology, Inc., and commenced a business plan to develop Magkelate,
a patented intravenous drug developed to re-establish normal electrolyte balance
in ischemic tissue and certain other patents for medical instruments and medical
instrument technology.  On January 14, 2000, the Company filed its
Form 10SB12G.  In 2002, the Company ceased its medical technology
business following the death of Magkelate’s inventor.  The Company
conducted no substantial business until 2005.





In
July 2005, the Company acquired Es3, Inc., a Nevada Corporation ("Es3"),
pursuant to the terms of an Exchange Agreement (the "Exchange Agreement") by and
among the Company, Crown Partners, Inc., a Nevada corporation ("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 were accounted for as a reverse merger, and recapitalization. In
addition, the Company changed its accounting year-end from September 30 to
December 31, which was Es3's accounting year-end.  The Company then
commenced business manufacturing and marketing products under the name Special
Stone Surfaces.  The Company sold its shares in Es3 in October 2005,
and thereafter conducted no substantial business until 2006,





On April
3, 2006, the Company acquired a group of oil and gas leases in Oklahoma in
exchange for issuance of common stock and commenced 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.  On June 6, 2007, the Company changed its
name from National Healthcare Technology, Inc., to Brighton Oil & Gas, Inc.,
and converted to a Nevada corporation.  The Company acquired
additional oil and gas leases during 2007, all for issuance of common stock; in
October 2007, the Company acquired leases from K & D Equity Investments,
Inc., a Texas corporation in a transaction that effected a change of control,
with K & D acquiring a majority stake in the Company.   The
Company also entered into a Line of Credit Agreement with South Beach Live,
Inc., a Florida corporation, to provide it with working capital of up to
$100,000 on a revolving credit line. The Agreement permitted South Beach the
right to repayment on demand, or to convert amounts owed for
shares.





On March
25, 2008 the Company changed its name to Gulf Onshore, Inc.  On June 6,
2008, the Company entered into an Asset Acquisition Agreement with K & D to
acquire additional leases (the “Leases”) in exchange for common stock and 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 acquired the Leases into Curado, in
exchange for shares issued to K & D.  The Company
issued  South Beach a promissory note for $250,000, payable in 1 year
at 10% interest.   The Company consolidated the operations of
Curado Energy Resources, Inc.





Throughout
3Q 2007, declining oil prices and increased operating costs made continued oil
and gas operations on the Leases unprofitable, and the Company was continually
drawing down on its Line of Credit Agreement with South Beach. In exchange for
concessions from South Beach regarding further cash advances and future stock
conversions, in August 2007, the Company agreed to grant South Beach a security
interest in its South Beach shares.











6





On
October 6, 2008, in the face of further oil price declines and general economic
conditions, the Company and South Beach entered into an Accord and Satisfaction
Agreement under which the Company surrendered its interest in the Putnam “M” oil
and gas lease in Throckmorton Co., Texas in exchange for a complete release on
the Promissory Note and Line of Credit.  In addition, the Company
waived any claim on the shares of Curado common stock that secured the
Promissory Note or the assets of Curado.  As a result, the Company’s
4Q 2007, financial statements will reflect the disposition of Curado and its
assets, and furthermore that the Company has, once again, become a Development
Stage Company seeking a new business partner or acquisition.  A Form
8-K reflecting this transaction was timely filed.









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
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 and nine months ended September 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.






7




Gulf
Onshore, Inc., up until the June 30, 2008 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.









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









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 12 and 13 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.








8




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.





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.  The Leases
were acquired into Curado Energy Resources, Inc., the operator of the Leases,
which the Company acquired from South Beach Live, Inc., its most significant
creditor.





Throughout
3Q 2007, declining oil prices and increased operating costs made continued oil
and gas operations on the Leases unprofitable, and the Company was continually
drawing down on its Line of Credit Agreement with South Beach. In exchange for
concessions from South Beach regarding further cash advances and future stock
conversions, in August 2007, the Company agreed to grant South Beach a security
interest in its South Beach shares.





On
October 6, 2008, in the face of further oil price declines and general economic
conditions, the Company and South Beach entered into an Accord and Satisfaction
Agreement under which the Company surrendered its interest in the Putnam “M” oil
and gas lease in Throckmorton Co., Texas in exchange for a complete release on
the Promissory Note and Line of Credit.  In addition, the Company
waived any claim on the shares of Curado common stock that secured the
Promissory Note or the assets of Curado.  As a result, the Company’s
4Q 2007, financial statements will reflect the disposition of Curado and its
assets, and furthermore that the Company has, once again, become a Development
Stage Company seeking a new business partner or acquisition.  A Form
8-K reflecting this transaction was timely filed.







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 September 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.








9







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.





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 September 30, 2008, basic and diluted earnings per
share is ($0.01) and average weighted diluted shares are 9,877,895 and for the
three month period ended September 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 nine month period ended
September 30, 2008, diluted earnings per share is $0.62 and average weighted
diluted shares are 5,896,173 and for the nine month period ended Septmber 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 September 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.









10









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
$49,546,055 and had a stockholders’ deficit of $1,392,675 at September 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








NOTE3– FIXED
ASSETS





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





Sept
      30, 2008
            
            
            Dec
      31, 2007Equipment
            
            $
            18,472
            
            
            $
            2,000Less:
      Accumulated Depreciation
            
            
            (
      2,271
            )
            
            
            (
      33
            )Total
      Fixed Assets
            
            $
            16,201
            
            
            $
            1,967





Depreciation
expense for the three month periods ended September 30, 2008 and 2007 was $1,069
and $0 respectively, and $2,238 and $0 for the nine month periods ended
September 30, 2008 and 2007 respectively.








NOTE 4 – PROVED
PROPERTIES





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





Sept
      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 were represented
to have an estimated replacement value in excess of $800,000.








11





On
October 6, 2008, in the face of oil price declines and general economic
conditions, the Company and South Beach entered into an Accord and Satisfaction
Agreement under which the Company surrendered its interest in the Putnam “M” oil
and gas lease in Throckmorton Co., Texas in exchange for a complete release on
the Promissory Note and Line of Credit.  In addition, the Company
waived any claim on the shares of Curado common stock that secured the
Promissory Note or the assets of Curado.  South Beach has exercised
its collateral rights to the Curado shares and has requested that they be
re-registered in its name.  As a result, the Company’s 4Q 2007,
financial statements will reflect the disposition of Curado and its assets, and
furthermore that the Company has, once again, become a Development Stage Company
seeking a new business partner or acquisition.  A Form 8-K reflecting
this transaction was timely filed.








NOTE5–PROFESSIONAL
FEES







Professional
fees, for the three month periods ended September 30, 2008 and 2007 respectively
were $39,752 and $1,117,102  Professional fees for the nine month
periods ended September 30, 2008 and 2007 were $130,112 and
$3,778,555.  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 September 30, 2007, the Company recorded a consulting expense
of $162,500 on the agreement and for the nine month period ended September 30,
2007, $487,500.








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 September 30, 2008:





Sept
      30, 2008Net
      operating loss carry forward
            
            $
            49,546,055Total
      deferred tax assets
            
            
            17,341,119Less:
      valuation allowance
            
            
            (17,341,119
            )Net
      deferred tax assets
            
            $
            -





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








12








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 September 30, 2008 and $48,750 for the nine
months ended September 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 12,597,279 issued and outstanding as of September
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 and nine month periods ended September 30, 2007 the
Company amortized $597,197 and $1,793,750 respectively.




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 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 and nine
month periods ended September 30, 2007 the Company amortized $119,583 and
358,750 respectively.




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 and nine month
periods ended September 30, 2007 the Company amortized $119,583 and $358,750
respectively.




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 and nine month periods ended
September 30, 2007 the Company amortized $162,500 and $487,500
respectively.






13






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 September 30, 2007 the prepaid expense
was fully amortized and there was $0 of prepaid legal fees on the balance
sheet.




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.  The full $48,000 was expenses in April 2007.




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.  The full $180,000 was expenses in April 2007.





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
$142,909.  This generated an amount of Goodwill of $107,091 which was
reflected in the consolidated financial statements.





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.








14




No
warrants were granted during the three or nine month period ended September 30,
2008.




The weighted average remaining contractual life of
warrants outstanding is 0.95 years at September 30, 2008.





Outstanding
      Warrants
            
            
            Exercisable
      WarrantsRange
      of Exercise Price
            Number
            Average
      Remaining Contractual Life
            Average
      Intrinsic Value
            Number$67.00
            18,000
            0.95
            -
            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 September 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
September 30, 2008, no options to purchase the Company's common stock have been
granted under the Plan.  There were no options outstanding at
September 30, 2008.







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 September 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:






15




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 September 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 September 30, 2008 was $0 as the
balance was converted to stock during the three month period ended September 30,
2008.  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 $0 was recorded in the three month period ended
September 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.





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.





In
October 2008, the Company and SBL entered into an Accord and Satisfaction
Agreement.  Under the terms of the Agreement, South Beach released the
Company from any further obligation under the parties’ $250,000 Promissory Note
in exchange for an assignment of the Company’s interest in a (currently)
non-producing oil well, the Putnam M, located in Throckmorton Co., Texas, and a
surrender of any claim to shares of Curado Energy Resources, Inc., the Company’s
wholly-owned subsidiary, currently held by South Beach under a Security
Agreement.  The Company is advised that South Beach has exercised its
rights to these shares and requested re-registration thereof.








16






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 is expected to be
obtained during the fourth 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 nine months ended September 30,
2008, management has recorded a nonrecurring gain in the amount of
$6,285,651.





NOTE 12 - 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, 2008 related to financial assets
and financial liabilities. Refer to Note 11 for additional discussion on
fair value measurements. The Company is currently evaluating the impact of
SFAS No. 157 related to nonfinancial assets and nonfinancial
liabilities on the Company’s financial position, results of operations and cash
flows.





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.








17





NOTE 13 –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.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”(SFAS 162”). SFAS 162 identifies the sources of
accounting principles and the framework for selecting principles to be used in
the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. This statement shall be effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board’s amendments to AU
section 411, The Meaning of Present Fairly in Conformity with Generally Accepted
Accounting Principles. The Company is currently evaluating the impact of SFAS
162, but does not expect the adoption of this pronouncement will have a material
impact on its financial position, results of operations or cash
flows.





NOTE 14 – 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
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.








18




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










NOTE 15 –
SUBSEQUENT EVENTS




In
October 2008, the Company and SBL entered into an Accord and Satisfaction
Agreement.  Under the terms of the Agreement, South Beach released the
Company from any further obligation under the parties’ $250,000 Promissory Note
in exchange for an assignment of the Company’s interest in a (currently)
non-producing oil well, the Putnam M, located in Throckmorton Co., Texas, and a
surrender of any claim to shares of Curado Energy Resources, Inc., the Company’s
wholly-owned subsidiary, currently held by South Beach under a Security
Agreement.  The Company is advised that South Beach has exercised its
rights to these shares and requested re-registration thereof.




Proforma
financial statements for Gulf Onshore Inc., backing out CURADO ENERGY RESOURCES,
INC., impact in 2008follows:




Nine
      Months EndedSeptember
      30,
              2008
            
            
            September
      30,
              2007OIL
      & GAS OPERATIONSOil
      & Gas Revenues
            
            $
            86,007
            
            
            $
            0Lease
      Operating Expenses
            
            
            35,317
            
            
            
            0Gross
      Profit
            
            
            50,690
            
            
            
            0OTHER
      EXPENSES:Professional
      Fees
            
            
            87,060
            
            
            
            3,778,555Net
      Gain on Settlement of    Liabilities (Note
      9)
            
            
            (6,285,651
            )General
      and Administrative
            
            
            155,045
            
            
            
            150,226Total
      Operating Expenses
            
            
            (6,043,537
            )
            
            
            3,928,781OPERATING
      INCOME (LOSS)
            
            
            6,094,227
            
            
            
            (3,928,781
            )Other
      Income (Expense)Beneficial
      Conversion Feature
            
            
            (32,335
            )
            
            
            0Gain
      on Settlement of Debt
            
            
            0
            
            
            
            0Interest
      Expense
            
            
            (53,615
            )
            
            
            (837,500
            )Total
      Other Income (Expense)
            
            
            (85,950
            )
            
            
            (837,500
            )NET
      INCOME (LOSS)
            
            $
            6,008,277
            
            
            $
            (4,766,281
            )





19


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. (“SBL”) 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.






20









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.





During Q3
2008, the Company continued to implement its Re-Work/Development Plan on its
West Texas properties.   In July 2008, the Company entered into a
Consulting Agreement with Parabolic, LLC; the Company paid Parabolic 80,000
shares of common stock (restricted) to provide investor relations and financial
public relations services.  In August, 2008, the Company and Roboco
extended the closing date for the Anderson Co., Texas lease acquisition to
October 18, 2008, to permit the Company to further review the status of certain
of the leases; the Company paid Roboco 10,000 shares of common stock
(restricted) for the extension.  Also in August 2008, SBL exercised
its rights under its Line of Credit Agreement with the Company, requiring the
issuance of 490,000 shares of common stock in partial satisfaction of amounts
owed to SBL.  Subsequently, the Company renegotiated its promissory
note agreement with SBL granting it a security interest in the Curado shares
owned by the Company and consented to SBL’s separate Guarantee Agreement with
Curado, secured by Curado’s assets.  In exchange, the Company obtained
SBL’s agreement that it wouldn’t request any further debt conversions at prices
less than $.25 per share until either an Event of Default or
Maturity.   All of these transactions were covered in timely
filed Forms 8-K.





In
October 2008, the Company and SBL entered into an Accord and Satisfaction
Agreement.  Under the terms of the Agreement, South Beach released the
Company from any further obligation under the parties’ $250,000 Promissory Note
in exchange for an assignment of the Company’s interest in a (currently)
non-producing oil well, the Putnam M, located in Throckmorton Co., Texas, and a
surrender of any claim to shares of Curado Energy Resources, Inc., the Company’s
wholly-owned subsidiary, currently held by South Beach under a Security
Agreement.  The Company is advised that South Beach has exercised its
rights to these shares and requested re-registration thereof.




The
Company intends to focus its attention to operations of its oil field technology
company, GOI Exploration Technologies, Inc., and developing opportunities in the
Marcellus Shale in Pennsylvania through its Shale Oil, Inc.
subsidiary.








RESULTS
FOR THE QUARTER ENDED September 30, 2008





Our
quarter ended on September 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 September 30, 2008, was $285,853 compared to $0 for
the period ended September 30, 2007.   Revenue for the nine
months ended September 30, 2008 was $447,412 compared to $0 for the nine months
ended September 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 nine months ended September 30, 2008, was $268,882 and $361,405
respectively.





GROSS
PROFIT.  Gross profit for the three months ended September 30, 2008,
was $153,135 compared to $0 for the period ended September 30,
2007.   Gross profit the nine months ended September 30, 2008 was
$220,517 compared to $0 for the nine months ended September 30,
2007.  The gross profit percentage in the three month period ended
September 30, 2008 was $53.6% vs. 49.3% for the nine month period ended
September 30, 2008.  The increase is due to improved efficiencies
within the operator.





OPERATING
EXPENSES. Total operating expenses, net of depreciation expense of $1,069 and $0
respectively,  for the three months ended September 30, 2008, were
$176,381 compared to expenses for the period ended September 30, 2007 of
$1,133,622.  The decrease is mainly attributed to professional fee
contracts entered into in 2007 that were fully amortized in
2007.  Total operating expenses, net of depreciation expense of $2,238
and $0 respectively, for the nine months ended September 30, 2008 were
($3,528,911) compared to expenses for the period ended September 30, 2007 of
$3,928,781.  2008 expenses include a one-time nonrecurring gain of
$6,285,651 due to the voiding of former director contracts (see Note
11).  In 2008 we incurred an impairment if $2,400,000 related to
acquire oil properties due to writing own to predecessor
cost   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 of $2,400,000.






21





NET
INCOME (LOSS). Net income for the three months ended September 30, 2008 was
($209,601) compared to the period ended September 30, 2007 of
($1,296,122).   Net income for the nine months ended September
30, 2008 was $3,6525,446 compared to the net loss of the period ended September
30, 2007 of ($4,766,281).  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 nine months ended September 30, 2008 of
($2,653,114).  The decrease in the adjusted loss is attributed to the
aforementioned professional fee contracts in 2007.





Employees





As of
September 30, 2008, the Company had five employees: its President, CFO,
Secretary and two office administrators.







ITEM
3.  N/A







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 September 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 September 30, 2008, our Chief
Executive and Chief Financial Officer as of September 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.











22


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.








23





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





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


July 3,
2008


July 17,
2008


August
19, 2008


September
2, 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:
November 14, 2008


24