U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB




(Mark
      One)





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





For
      the
      quarter ended March 31, 2007





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





For
      the
      transition period from __________ to __________


Commission
      File Number: 333-134648





BLACK
      SEA OIL, INC.


(Exact
      name of small business 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





Number
      of
      shares of common stock outstanding as of May14, 2007: 180,075,000 shares of
      common stock.





Transitional
      Small Business Format  Yes
o No 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









**TABLE
      OF CONTENTS**


PagePART
                  I
              
              
              3Item
                  1. Financial Statements
              
              
              3Item
                  2. Management’s Discussion and Analysis or Plan of
                  Operation
              
              
              6Item
                  3 Controls and Procedures
              
              
              12PART
                  II
              
              
              12Item
                  1. Legal Proceedings
              
              
              12Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              
              
              12Item
                  3. Defaults Upon Senior Securities
              
              
              13Item
                  4. Submission of Matters to a Vote of Security Holders
              
              
              13Item
                  5. Other Information
              
              
              13Item
                  6. Exhibits
              
              
              13




2




PART
      I -
      FINANCIAL INFORMATION





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




BLACK
        SEA OIL, INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 CONDENSED
        BALANCE SHEET
 MARCH
        31, 2007
 (Unaudited)




ASSETSCurrent
                Assets:Cash
            
            $
            5,080Total
                Current Assets
            
            
            5,080Total
                Assets
            
            $
            5,080LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCYCurrent
                Liabilities:Accounts
                Payable
            
            $
            25,441Loan
                Payable - Related Party
            
            
            100Loan
                Payable - Other
            
            
            5,000Total
                Current Liabilities
            
            
            30,541Commitments
                and ContingenciesStockholders’
                Deficit: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
            
            
            18,008Additional
                Paid-In Capital
            
            
            25,357Deficit
                Accumulated During the Development Stage
            
            
            (
                68,826
            )Total
                Stockholders’ Deficiency
            
            
            (
                25,461
            )Total
                Liabilities and Stockholders’ Deficiency
            
            $
            5,080




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




3




BLACK
        SEA OIL, INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 CONDENSED
        STATEMENT OF OPERATIONS
 (Unaudited)




For
                    the Three Months Ended March 31,
                
                For
                    the Period January 10, 2006 (Inception) To March 31,2007
                
                2006
                
                2007Net
                    Revenues
                
                $
                -
                
                $
                -
                
                $
                -Costs
                    and Expenses:Start
                    Up Costs
                
                
                -
                
                
                -
                
                
                8,625Professional
                    Fees
                
                
                8,713
                
                
                -
                
                
                29,283Website
                    Development Costs
                
                
                -
                
                
                -
                
                
                30,000Other
                    General and Administrative Expenses
                
                
                1,545
                
                
                -
                
                
                1,985Total
                    Costs and Expenses
                
                
                10,258
                
                
                -
                
                
                69,893Loss
                    from Operations before OtherIncome
                    (Expense)
                
                
                (10,258
                )
                
                -
                
                
                (
                    69,893
                )Other
                    Income (Expense):Forgiveness
                    of Debt
                
                
                -
                
                
                -
                
                
                1,857Interest
                    Expense -
                
                
                -
                
                
                
                
                
                (877
                )Interest
                    Income
                
                
                -
                
                
                -
                
                
                87Total
                    Other Income (Expense)
                
                
                -
                
                
                -
                
                
                1,067Net
                    Loss
                
                $
                (10,258
                )
                $
                -
                
                $
                (
                    68,826
                )Basic
                    and Diluted Loss Per Share
                
                $
                (.00
                )
                $
                -Weighted
                    Average Basic and Diluted Shares Outstanding
                
                
                180,075,000
                
                
                -




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




4




BLACK
        SEA OIL, INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 CONDENSED
        STATEMENT OF CASH FLOWS
 (Unaudited)




For
                  the Three Months Ended
                March
                  31,
              
              For
                  the Period January 10, 2006 (Inception) To March 31,2007
              
              2006
              
              2007Cash
                  Flows from Operating Activities:Net
                  Loss
              
              $
              (
                  10,258
              )
              
              -
              
              $
              (
                  68,826
              )Adjustments
                  to Reconcile Net Loss to Net Cash Used in Operating
                  Activities:Common
                  Stock Issued for Services
              
              
              -
              
              
              -
              
              
              7,600Forgiveness
                  of Debt
              
              
              -
              
              
              -
              
              
              (1,857
              )Changes
                  in Assets and Liabilities:Increase
                  in Accrued Liabilities
              
              
              10,238
              
              
              -
              
              
              26,318Net
                  Cash Used in Operating Activities
              
              
              (20
              )
              
              -
              
              
              (
                  36,765
              )Cash
                  Flows from Investing Activities:
              
              
              -
              
              
              -
              
              
              -Cash
                  Flows from Financing Activities:Proceeds
                  of Borrowings
              
              
              5,000
              
              
              -
              
              
              33,480Payments
                  of Borrowings
              
              
              -
              
              
              -
              
              
              (
                  27,500
              )Proceeds
                  from Sale of Common Stock
              
              
              -
              
              
              -
              
              
              57,650Payments
                  of Offering Costs
              
              
              -
              
              
              -
              
              
              (
                  21,885
              )Proceeds
                  of Borrowings from Related Party
              
              
              100
              
              
              -
              
              
              (100
              )Net
                  Cash Provided by Financing Activities
              
              
              5,100
              
              
              -
              
              
              41,845Increase
                  in Cash
              
              
              5,080
              
              
              -
              
              
              5,080Cash
                  - Beginning of Period -
              
              
              -
              
              
              -Cash
                  - End of Period
              
              $
              5,080
              
              $
              -
              
              $
              5,080Supplemental
                  Disclosures of Cash Flow Information:Interest
                  Paid
              
              $
              -
              
              $
              -
              
              $
              -Income
                  Taxes Paid
              
              $
              -
              
              $
              -
              
              $
              -




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




5


BLACK
            SEA OIL, INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 NOTES
            TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
  NOTE
            1 -  Basis
            of Presentation
 
 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.
 
 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 $10,258
            for
            the quarter ended March 31, 2007 and a net loss of $68,826 for the period
            January 10, 2006 (inception) to March 31, 2007. In addition, the Company
            had a
            working capital deficit of $25,461 at March 31, 2007. 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.
  NOTE
            2
            -  Loan
            Payable - Related Party
 
 Loan
            payable to the Company’s President made in March 2007 is payable on demand and
            bears interest at 8% per annum.
  NOTE
            3 -  Loan
            Payable - Other
 
 Loan
            payable made on March 29, 2007 is payable on demand and bears interest
            at 8% per
            annum.


6




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





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





Forward-Looking
      Statements




The
      following discussion should be read in conjunction with our financial
      statements, which are included elsewhere in this Form 10-QSB. This Form 10-QSB
      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 gives effect to that 17.5-for-1 forward stock
      split.




7




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.





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.





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.




8




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.




9




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.





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.




10




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 (or 10-KSB, as applicable). 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.





Plan
      of Operation




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.




11




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.





As
      of
      March 31, 2007, we had $5,080.00 cash. We incurred a net loss of $10,258.00
      for
      the period January 1, 2007 to March 31, 2007 and a net loss of $68,826.00 for
      the period January 10, 2006 (inception) to March 31, 2007In addition, we had
      a
      working capital deficit of $25,461.00 as of March 31, 2007.





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.




12




**Item
      3.**  **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 Securities
      Exchange Act of 1934 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 Chief Executive Officer and Chief Financial Officer
      have 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-QSB
      and
      have 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 Chief
      Executive Officer and Chief 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 last 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.





Purchases
      of equity securities by the issuer and affiliated purchasers




13




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 March 31, 2007.





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




[Insert
      Loan description]




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





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




14




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 14, 2007


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




15