UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-Q




(Mark
      One)





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934




For
      the
      quarter ended March 31, 2008





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934




For
      the
      transition period from __________ to __________




Commission
      File Number: 333-134648





BLACK
      SEA OIL, INC.


(Exact
      name of issuer as specified in its charter)




Nevada
            
            20-4069588(State
                of incorporation)
            
            (IRS
                Employer ID Number)





415
      Madison Avenue


15 th Floor


New
      York, New York 10017


(Address
      of principal executive offices)





(604)
      673-8427


(Issuer's
      telephone number)


_____________________________________________________________________


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





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


YES x NO o





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





Large
      Accelerated Filer [ ]   Accelerated
      Filer [ ]   Non-Accelerated
      Filer [x]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


YES x NO o





APPLICABLE
      ONLY TO CORPORATE ISSUERS:





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date.





As
      of May
      14, 2008 the issuer had 180,075,000 **** shares
      outstanding.





*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. (Check one):





Large
      accelerated filer [ ]  Accelerated
      filer [ ]  Non-accelerated
      filer
      [ ]  Smaller
      reporting company [x]











**TABLE
      OF CONTENTS**




PagePART
                I - Financial Information
            
            
            1Item
                1. Financial Statements
            
            
            6Item
                2. Management’s Discussion and Analysis or Plan of
                OperationItem
                3. Market Risk
            
            
            9Item
                4. Controls and Procedures
            
            
            9PART
                II - Other Information
            
            
            9Item
                1. Legal Proceedings
            
            
            9Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            
            9Item
                3. Defaults Upon Senior Securities
            
            
            9Item
                4. Submission of Matters to a Vote of Security Holders
            
            
            9Item
                5. Other Information
            
            
            9Item
                6. Exhibits
            
            
            9SIGNATURES
            
            
            10




i


**PART
      I**


**FINANCIAL
      INFORMATION**


**Item
      1.**  **Financial
      Statements.**





**BLACK
      SEA OIL, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      BALANCE SHEET**




**March
                31,2008**
            
            **December
                31, 2007**
            ********
            ****
            **(Unaudited)**
            ******ASSETS**Current
                Assets:Cash
            
            $
            13,569
            
            $
            16,567Total
                Current Assets
            
            
            13,569
            
            
            16,567Total
                Assets
            
            $
            13,569
            
            $
            16,567**LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY**Current
                Liabilities:Accounts
                Payable and Accrued Expenses
            
            $
            9,922
            
            $
            8,235Notes
                Payable - Other
            
            
            57,233
            
            
            44,233Loan
                Payable - Related Party
            
            
            3,100
            
            
            3,100Total
                Current Liabilities
            
            
            70,255
            
            
            55,568Commitments
                and ContingenciesStockholders’
                Deficiency:Preferred
                Stock, $.0001 par value; 5,000,000 shares authorized, none issued
                and
                outstanding
            
            
            -
            
            
            -Common
                Stock, $.0001 par value; 1,750,000,000 shares authorized, 180,075,000
                shares issued and outstanding
            
            
            18,008
            
            
            18,008Additional
                Paid-In Capital
            
            
            25,357
            
            
            25,357Deficit
                Accumulated During the Development Stage
            
            
            (100,051
            )
            
            (82,366
            )Total
                Stockholders’ Deficiency
            
            
            (56,686
            )
            
            (39,001
            )Total
                Liabilities and Stockholders’ Deficiency
            
            $
            13,569
            
            $
            16,567








The
      accompanying notes are an integral part of these financial
      statements.


1


**BLACK
      SEA OIL, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      STATEMENT OF OPERATIONS**


**(Unaudited)**




****
            ****
            ****
            **For
                the Period**
            ********
            ****
            **For
                the Quarter Ended**
            ****
            **January
                10, 2006**
            ********
            ****
            **March
                  31,**
            ****
            **(Inception)
                to**
            ********
            ****
            **2008**
            
            **2007**
            ****
            **March
                31, 2008**Net
                Revenues
            
            $
            -
            
            $
            -
            
            $
            -Costs
                and Expenses:Website
                Development Costs
            
            
            -
            
            
            -
            
            
            30,000Professional
                Fees
            
            
            15,000
            
            
            8,713
            
            
            53,172General
                and Administrative Expenses
            
            
            1,677
            
            
            1,545
            
            
            6,587Start
                Up Costs
            
            
            -
            
            
            -
            
            
            8,625Total
                Costs and Expenses
            
            
            16,677
            
            
            10,258
            
            
            98,384Loss
                from Operations before Other Income (Expense)
            
            
            (16,677
            )
            
            (10,258
            )
            
            (98,384
            )Other
                Income (Expense):Interest
                Expense
            
            
            (1,008
            )
            
            -
            
            
            (3,611
            )Forgiveness
                of Debt
            
            
            -
            
            
            -
            
            
            1,857Interest
                Income
            
            
            -
            
            
            -
            
            
            87Total
                Other Income (Expense)
            
            
            (1,008
            )
            
            -
            
            
            (1,667
            )Net
                Loss
            
            $
            (17,685
            )
            $
            (10,258
            )
            $
            (100,051
            )Basic
                and Diluted Loss Per Share
            
            $
            (.00
            )
            $
            .00Weighted
                Average Common SharesOutstanding
            
            
            180,075,000
            
            
            180,075,000







The
      accompanying notes are an integral part of these financial
      statements.


2


**BLACK
      SEA OIL, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      STATEMENT OF CASH FLOWS**


**(Unaudited)**


For
                  the PeriodJanuary
                  10, 2006For
                  the Quarter Ended
              
              (Inception)
                  toMarch
                  31,
              
              March
                  31,2008
              
              2007
              
              2008Cash
                  Flows from Operating Activities:Net
                  Loss
              
              $
              (17,685
              )
              $
              (10,258
              )
              $
              (100,051
              )Adjustments
                  to Reconcile Net Loss to NetCash
                  Used in Operating Activities:Changes
                  in Assets and Liabilities:Common
                  Stock Issued for Services
              
              
              -
              
              
              -
              
              
              7,600Forgiveness
                  of Debt
              
              
              -
              
              
              -
              
              
              (1,857
              )Increase
                    in Accounts Payable andAccrued Expenses
              
              
              1,687
              
              
              10,238
              
              
              10,799Net
                  Cash Used in Operating Activities
              
              
              (15,998
              )
              
              (20
              )
              
              (83,509
              )Cash
                  Flows from Investing Activities:
              
              
              -
              
              
              -
              
              
              -Cash
                  Flows from Financing Activities:Proceeds
                  from Borrowings
              
              
              13,000
              
              
              5,100
              
              
              88,813Payments
                  of Borrowings
              
              
              -
              
              
              -
              
              
              (27,500
              )Payments
                  of Offering Costs
              
              
              -
              
              
              -
              
              
              (21,885
              )Proceeds
                  from Sale of Common Stock
              
              
              -
              
              
              -
              
              
              57,650Net
                  Cash Provided by Financing Activities
              
              
              13,000
              
              
              5,100
              
              
              97,078Increase
                  (Decrease) in Cash
              
              
              (2,998
              )
              
              5,080
              
              
              13,569Cash
                  - Beginning of Period
              
              
              16,567
              
              
              -
              
              
              -Cash
                  - End of Period
              
              $
              13,569
              
              $
              5,080
              
              $
              13,569Supplemental
                  Disclosures of Cash Flow Information:Interest
                  Paid
              
              $
              -
              
              $
              -
              
              $
              -Income
                  Taxes Paid
              
              $
              -
              
              $
              -
              
              $
              -








The
      accompanying notes are an integral part of these financial
      statements.


3


**BLACK
      SEA OIL, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**




NOTE
      1 -
Organization and Basis of Presentation





Black
      Sea
      Oil, Inc. was incorporated under Nevada law on January 10, 2006 originally
      as
      Terrapin Enterprises, Inc. (“Terrapin”). On December 6, 2006, Terrapin merged
      its newly-formed wholly-owned subsidiary, Black Sea Oil, Inc. (“Black Sea”) into
      Terrapin and changed its corporate name to Black Sea Oil, Inc. (“the Company”)
      pursuant to a Plan and Agreement of Merger dated December 6, 2006. For
      accounting purposes, this is a capital transaction and the equivalent to the
      issuance of common stock by Terrapin for the net monetary assets of Black Sea
      ($0), accompanied by a recapitalization. On December 18, 2006, the Company
      effected to a 17.5-for-1 forward stock split of its common stock, reduced the
      par value from $.001 per share to $.0001 per share and increased its authorized
      common shares from 100,000,000 to 1,750,000,000 shares. In addition, the Company
      changed the par value of its authorized preferred stock from $.001 per share
      to
      $.0001 per share. All share and per share information has been retroactively
      adjusted to give effect to this recapitalization. The Company has selected
      December 31 as its fiscal year.





In
      the
      opinion of the Company’s management, the accompanying unaudited condensed
      financial statements contain all adjustments (consisting of only normal
      recurring adjustments) necessary to present fairly the information set forth
      therein. These financial statements are condensed and therefore do not include
      all of the information and footnotes required by accounting principles generally
      accepted in the United States of America for complete financial statements.
      These condensed financial statements should be read in conjunction with the
      Company's December 31, 2007 audited financial statements and notes thereto
      included in the annual report on Form 10-KSB as of such date.





Results
      of operations for interim periods are not necessarily indicative of the results
      of operations for a full year.





The
      Company is a development stage company and has not commenced planned principal
      operations. The Company had no revenues and incurred a net loss of $17,685
      for
      the three months ended March 31, 2008 and a net loss of $100,051 for the period
      January 10, 2006 (inception) to March 31, 2008. In addition, the Company had
      a
      working capital deficit of $56,686 at March 31, 2008. These factors raise
      substantial doubt about the Company’s ability to continue as a going concern.





There
      can
      be no assurance that sufficient funds will be generated during the next year
      or
      thereafter from operations or that funds will be available from external sources
      such as debt or equity financings or other potential sources. The lack of
      additional capital could force the Company to curtail or cease operations and
      would, therefore, have a material adverse effect on its business. Furthermore,
      there can be no assurance that any such required funds, if available, will
      be
      available on attractive terms or that they will not have a significant dilutive
      effect on the Company's existing stockholders.





The
      Company is attempting to address its lack of liquidity by raising additional
      funds, either in the form of equity or debt or some combination thereof. There
      can be no assurance that the Company will be able to raise the additional funds
      it requires.





The
      accompanying condensed financial statements do not include any adjustments
      related to the recoverability or classification of asset-carrying amounts or
      the
      amounts and classifications of liabilities that may result should the Company
      be
      unable to continue as a going concern.




4


**BLACK
      SEA OIL, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**




NOTE
      2
      -  Loan
      Payable - Related Party





Loan
      payable to the Company’s President is payable on demand and bears interest at 8%
      per annum.




NOTE
      3 -  Notes
      Payable - Other





Notes
      payable consist of the following:





**March
                31,2008**
            
            **December
                31,2007**Notes
                payable, bearing interest at 8% per annum and payable on
                demand
            
            $
            12,475
            
            $
            12,475Notes
                payable, bearing interest at prime rate plus 1% per annum and payable
                on
                demand
            
            
            44,758
            
            
            31,758$
            57,233
            
            $
            44,233








NOTE
      4
      -  Stockholders'
      Deficiency





In
      April
      2006 the Company issued 133,000,000 shares of common stock valued at $7,600
      to
      the Founders of the Company for services.





In
      April
      2006 the Company sold 7,000,000 shares of common stock for $400 to a private
      investor.





During
      the quarter ended September 30, 2006 the Company sold 40,075,000 shares of
      common stock pursuant to its public offering for gross proceeds of $57,250.
      The
      Company incurred offering costs of $21,885 and net proceeds amounted to
      $35,365.





On
      December 18, 2006, the Company effected to a 17.5-for-1 forward stock split
      of
      its common stock, reduced the par value from $.001 per share to $.0001 per
      share
      and increased its authorized common shares from 100,000,000 to 1,750,000,000
      shares. All share and per share information has been retroactively adjusted
      to
      give effect to this recapitalization.





5


**Item
      2.**  **Management’s
      Discussion and Analysis or Plan of Operations.**





As
      used
      in this Form 10-Q, references to the “Company,” “we,” “our” or “us” refer to
      Black Sea Oil, Inc., unless the context otherwise indicates.





This
      Management’s Discussion and Analysis or Plan of Operation should be read in
      conjunction with the financial statements and the notes thereto.





**Forward-Looking
      Statements**





The
      following discussion should be read in conjunction with our financial
      statements, which are included elsewhere in this Form 10-Q. This Form 10-Q
      contains forward-looking statements which relate to future events or our future
      financial performance. In some cases, you can identify forward-looking
      statements by terminology such as “may”, “should”, “expects”, “plans”,
“anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or
      the negative of these terms or other comparable terminology. These statements
      are only predictions and involve known and unknown risks, uncertainties, and
      other factors that may cause our or our industry’s actual results, levels of
      activity, performance or achievements to be materially different from any future
      results, levels of activity, performance or achievements expressed or implied
      by
      these forward-looking statements.





While
      these forward-looking statements, and any assumptions upon which they are based,
      are made in good faith and reflect our current judgment regarding the direction
      of our business, actual results will almost always vary, sometimes materially,
      from any estimates, predictions, projections, assumptions or other future
      performance suggested herein. Except as required by applicable law, including
      the securities laws of the United States, we do not intend to update any of
      the
      forward-looking statements to conform these statements to actual
      results.





**Overview**




We
      were
      incorporated under Nevada law on January 10, 2006 under the corporate name
      Terrapin Enterprises, Inc. On December 6, 2006, we merged our newly-formed
      wholly-owned subsidiary, Black Sea Oil, Inc. into us and changed our corporate
      name to Black Sea Oil, Inc. pursuant to a Plan and Agreement of Merger dated
      December 6, 2006. On December 18, 2006, we effected to a 17.5-for-1 forward
      stock split of our common stock. All share and per share information in this
      Quarterly Report give effect to that 17.5-for-1 forward stock
      split.




We
      are a
      development stage company that has not generated any revenue. Prior to the
      merger, we were focused on developing and offering interactive educational
      enrichment media programming specifically designed for children ages 6 to 12
      years of age. Since the change of control in December 2006, we decided to seek,
      investigate and, if such investigation warrants, engage in a business
      combination with a private entity whose business presents an opportunity for
      our
      shareholders.





**Plan
      of Operation**





Our
      objectives discussed below are extremely general and are not intended to
      restrict our discretion. This discussion of the proposed business is not meant
      to be restrictive of our virtually unlimited discretion to search for and enter
      into potential business opportunities.




We
      have
      no particular acquisition in mind and have not entered into any negotiations
      regarding such an acquisition. Neither our sole officer nor any affiliate has
      engaged in any negotiations with any representative of any company regarding
      the
      possibility of an acquisition or merger between our company and such other
      company. We have not yet entered into any agreement, nor do we have any
      commitment or understanding to enter into or become engaged in a
      transaction.







6


We
      will
      not restrict our potential candidate target companies to any specific business,
      industry or geographical location and, thus, may acquire any type of business.
      Further, we may acquire a venture which is in its preliminary or development
      stage, one which is already in operation, or in a more mature stage of its
      corporate existence. Accordingly, business opportunities may be available in
      many different industries and at various stages of development, all of which
      will make the task of comparative investigation and analysis of such business
      opportunities difficult and complex.





We
      believe that there are numerous firms seeking the perceived benefits of a
      publicly registered corporation. These benefits are commonly thought to include
      the following: (i) the ability to use registered securities to acquire assets
      or
      businesses; (ii) increased visibility in the marketplace; (iii) ease of
      borrowing from financial institutions; (iv) improved stock trading efficiency;
      (v) shareholder liquidity; (vi) greater ease in subsequently raising capital;
      (vii) compensation of key employees through stock options; (viii) enhanced
      corporate image; and (ix) a presence in the United States capital market. We
      have not conducted market research and are not aware of statistical data to
      support the perceived benefits of a merger or acquisition transaction for the
      owners of a business opportunity.





Target
      companies interested in a business combination with our company may include
      the
      following: (i) a company for whom a primary purpose of becoming public is the
      use of its securities for the acquisition of other assets or businesses; (ii)
      a
      company which is unable to find an underwriter of its securities or is unable
      to
      find an underwriter of securities on terms acceptable to it; (iii) a company
      which desires to become public with less dilution of its common stock than
      would
      occur upon an underwriting; (iv) a company which believes that it will be able
      to obtain investment capital on more favorable terms after it has become public;
      (v) a foreign company which may wish an initial entry into the United States
      securities market; (vi) a special situation company, such as a company seeking
      a
      public market to satisfy redemption requirements under a qualified Employee
      Stock Option Plan; (vii) a company seeking one or more of the other mentioned
      perceived benefits of becoming a public company.




We
      anticipate seeking out a target business through solicitation. Such solicitation
      may include newspaper or magazine advertisements, mailings and other
      distributions to law firms, accounting firms, investment bankers, financial
      advisors and similar persons, the use of one or more World Wide Web sites and
      similar methods. No estimate can be made as to the number of persons who will
      be
      contacted or solicited. Such persons will have no relationship to our
      management.





The
      analysis of new business opportunities will be undertaken by or under the
      supervision of Marcus Segal, our sole executive officer and director. Marcus
      Segal, our sole executive officer, is not a business analyst. Therefore, it
      is
      anticipated that outside consultants or advisors may be utilized to assist
      us in
      the search for and analysis of qualified target companies.





A
      decision to participate in a specific business opportunity will be made based
      upon our analysis of the quality of the prospective business opportunity's
      management and personnel, assets, the anticipated acceptability of products
      or
      marketing concepts, the merit of a proposed business plan, and numerous other
      factors which are difficult, if not impossible, to analyze using any objective
      criteria. We have unrestricted flexibility in seeking, analyzing and
      participating in potential business opportunities.





In
      our
      efforts to analyze potential acquisition targets, we will consider the following
      kinds of factors: (a) potential for growth, indicated by new technology,
      anticipated market expansion or new products; (b) competitive position as
      compared to other firms of similar size and experience within the industry
      segment as well as within the industry as a whole; (c) strength and diversity
      of
      management, either in place or scheduled for recruitment; (d)  capital
      requirements and anticipated availability of required funds, to be provided
      by
      our company or from operations, through the sale of additional securities,
      through joint ventures or similar arrangements or from other sources; (e) the
      cost of participation by our company as compared to the perceived tangible
      and
      intangible values and potentials; (f) the extent to which the business
      opportunity can be advanced; (g) the accessibility of required management
      expertise, personnel, raw materials, services, professional assistance and
      other
      required items; and (h) other relevant factors.





In
      applying the foregoing criteria, no one of which will be controlling, management
      will attempt to analyze all factors and circumstances and make a determination
      based upon reasonable investigative measures and available data. Potentially
      available business opportunities may occur in many different industries, and
      at
      various stages of development, all of which will make the task of comparative
      investigation and analysis of such business opportunities extremely difficult
      and complex. Due to our limited capital available for investigation, we may
      not
      discover or adequately evaluate adverse facts about the opportunity to be
      acquired.




In
      implementing a structure for a particular business acquisition, we may become
      a
      party to a merger, consolidation, reorganization, joint venture, or licensing
      agreement with another entity. We also may acquire stock or assets of an
      existing business. On the consummation of a transaction it is probable that
      the
      present management and shareholders of the company will no longer be in control
      of the company. In addition, our officers and directors, as part of the terms
      of
      the acquisition transaction, likely will be required to resign and be replaced
      by one or more new officers and directors without a vote of our
      shareholders.





It
      is
      anticipated that any securities issued in any such reorganization would be
      issued in reliance upon exemption from registration under applicable federal
      and
      state securities laws. In some circumstances, however, as a negotiated element
      of a transaction, we may agree to register all or a part of such securities
      immediately after the transaction is consummated or at specified times
      thereafter. The issuance of substantial additional securities and their
      potential sale into any trading market which may develop in our securities
      may
      have a depressive effect on that market.





7


While
      the
      actual terms of a transaction to which we may be a party cannot be predicted,
      it
      may be expected that the parties to the business transaction will find it
      desirable to avoid the creation of a taxable event and thereby structure the
      acquisition as a “tax-free” reorganization under Sections 351 or 368 of the
      Internal Revenue Code of 1986, as amended.





With
      respect to any merger or acquisition, negotiations with target company
      management are expected to focus on the percentage of the Company which the
      target company shareholders would acquire in exchange for all of their
      shareholdings in the target company. Depending upon, among other things, the
      target company's assets and liabilities, the Company's shareholders will in
      all
      likelihood hold a substantially lesser percentage ownership interest in the
      Company following any merger or acquisition. The percentage ownership may be
      subject to significant reduction in the event the Company acquires a target
      company with substantial assets. Any merger or acquisition effected by the
      Company can be expected to have a significant dilutive effect on the percentage
      of shares held by the Company's shareholders at such time.





The
      Company will participate in a business opportunity only after the negotiation
      and execution of appropriate agreements. Although the terms of such agreements
      cannot be predicted, generally such agreements will require certain
      representations and warranties of the parties thereto, will specify certain
      events of default, will detail the terms of closing and the conditions which
      must be satisfied by the parties prior to and after such closing, will outline
      the manner of bearing costs, including costs associated with the Company's
      attorneys and accountants, and will include miscellaneous other
      terms.




We
      are
      presently subject to all of the reporting requirements included in the Exchange
      Act. Included in these requirements is the duty of the Company to file audited
      financial statements as part of its Form 8-K to be filed with the Securities
      and
      Exchange Commission upon consummation of a merger or acquisition, as well as
      the
      Company's audited financial statements included in its annual report on Form
      10-K. If such audited financial statements are not available at closing, or
      within time parameters necessary to insure the Company's compliance with the
      requirements of the Exchange Act, or if the audited financial statements
      provided do not conform to the representations made by the target company,
      the
      closing documents may provide that the proposed transaction will be voidable
      at
      the discretion of the present management of the Company.





It
      is
      anticipated that the investigation of specific business opportunities and the
      negotiation, drafting and execution of relevant agreements, disclosure documents
      and other instruments will require substantial management time and attention
      and
      substantial cost for accountants, attorneys and others. If a decision is made
      not to participate in a specific business opportunity, the costs theretofore
      incurred in the related investigation would not be recoverable. Furthermore,
      even if an agreement is reached for the participation in a specific business
      opportunity, the failure to consummate that transaction may result in the loss
      to the Registrant of the related costs incurred.





Our
      Company, based on our proposed business activities, is a “blank check” company.
      The U.S. Securities and Exchange Commission (the “SEC”) defines those companies
      as “any development stage company that is issuing a penny stock, within the
      meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”), and that has no specific business plan or purpose, or has
      indicated that its business plan is to merge with an unidentified company or
      companies.” Under SEC Rule 12b-2 under the Securities Act of 1933, as amended
      (the “Securities Act”), the Company also qualifies as a “shell company,” because
      it has no or nominal assets (other than cash) and no or nominal operations.
      Many
      states have enacted statutes, rules and regulations limiting the sale of
      securities of “blank check” companies in their respective jurisdictions.
      Management does not intend to undertake any efforts to cause a market to develop
      in our securities, either debt or equity, until we have successfully concluded
      a
      business combination. The Company intends to comply with the periodic reporting
      requirements of the Exchange Act for so long as we are subject to those
      requirements.





**Liquidity
      and Capital Resources**




We
      are in
      the development stage and have no revenue or business operations. Over the
      next
      12 months, we will attempt to acquire other assets or business operations that
      will maximize shareholder value. No specific assets or businesses have been
      definitively identified and there is no certainty that any such assets or
      business will be identified or any transactions will be
      consummated.




We
      expect
      that we will need to raise funds in order to effectuate our business plans.
      We
      intend initially to seek additional investors to purchase our stock to provide
      us with working capital to fund our operations. Thereafter, we will seek to
      establish or acquire businesses or assets with additional funds raised either
      via the issuance of shares or debt. There can be no assurance that additional
      capital will be available to us. We may seek to raise the required capital
      by
      other means. We may have to issue debt or equity or enter into a strategic
      arrangement with a third party. We currently have no agreements, arrangements
      or
      understandings with any person to obtain funds through bank loans, lines of
      credit or any other sources. Since we have no such arrangements or plans
      currently in effect, our inability to raise funds will have a severe negative
      impact on our ability to remain a viable company. In pursuing the foregoing
      goals, we may seek to expand or change the composition of the Board or make
      changes to our current capital structure, including issuing additional shares
      or
      debt and adopting a stock option plan.




We
      do not
      expect to generate any revenues over the next twelve months. Our principal
      business objective for the next 12 months will be to seek, investigate and,
      if
      such investigation warrants, engage in a business combination with a private
      entity whose business presents an opportunity for our shareholders.




8


**Going
      Concern Consideration**




The
      condensed financial statements contained in this Report have been prepared
      on a
‘going concern’ basis, which contemplates the realization of assets and the
      satisfaction of liabilities in the normal course of business. For the reasons
      discussed in this Report, there is a significant risk that we will be unable
      to
      continue as a going concern, in which case, you would suffer a total loss on
      your investment in our company.





**Off-Balance
      Sheet Arrangements**




None.





**Item
      3. Market Risk.**





Not
      applicable.





**Item
      4.**  **Controls
      and Procedures.**




**Evaluation
      of Disclosure Controls and Procedures**





Our
      disclosure controls and procedures are designed to ensure that information
      required to be disclosed in reports that we file or submit under the Exchange
      Act is recorded, processed, summarized and reported within the time periods
      specified in the rules and forms of the United States Securities and Exchange
      Commission. Our principal executive and financial officer has reviewed the
      effectiveness of our “disclosure controls and procedures” (as defined in the
      Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the end
      of
      the period covered by this Quarterly Report on Form 10-Q and has concluded
      that
      the disclosure controls and procedures are effective to ensure that material
      information relating to the Company is recorded, processed, summarized, and
      reported in a timely manner. There were no significant changes in our internal
      controls or in other factors that could significantly affect these controls
      subsequent to the last day they were evaluated by our principal executive and
      financial officer.





**Changes
      in Internal Controls over Financial Reporting**





There
      have been no changes in the Company's internal control over financial reporting
      during the quarterly period covered by this report that have materially
      affected, or are reasonably likely to materially affect, the Company's internal
      control over financial reporting.




**PART
      II**


**OTHER
      INFORMATION**


**Item
      1.**  **Legal
      Proceedings.**





There
      are
      no pending legal proceedings to which the Company is a party or in which any
      director, officer or affiliate of the Company, any owner of record or
      beneficially of more than 5% of any class of voting securities of the Company,
      or security holder is a party adverse to the Company or has a material interest
      adverse to the Company. The Company’s property is not the subject of any pending
      legal proceedings.




**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





None.




**Item
      3.**  **Defaults
      Upon Senior Securities.**





None.








**Item
      4.****Submission
      of Matters to a Vote of Security Holders.**





There
      was
      no matter submitted to a vote of security holders during the fiscal quarter
      ended September 30, 2007.




**Item
      5.**  **Other
      Information.**




None.





**Item
      6.**  **Exhibits**





Exhibit
                No.
            
            Description
            
            Where
                Found31.1
            
            Rule
                13a-14(a)/15d14(a) Certifications
            
            Attached
                Hereto32.1
            
            Section
                1350 Certifications
            
            Attached
                Hereto







9





SIGNATURES





In
      accordance with to requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




Dated:
      May 15, 2008




BLACK
                SEA OIL, INC.By:
            /s/
              Marcus U. SegalName:
                Marcus U. Segal
              Title:
                Chief Executive Officer, President, Chief Financial Officer and Director
                (Principal Executive, Financial and Accounting
                Officer)




10