UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ---------------------

                                 FORM 10-KSB/A-2

                             ---------------------

(MARK ONE)
[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
       ACT OF 1934.

        FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

                                                        OR

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

        FOR THE TRANSITION PERIOD FROM              TO
                                       ------------    ------------

                        COMMISSION FILE NUMBER: 000-32747

                           GULF COAST OIL & GAS, INC.

                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                             ---------------------

                 NEVADA                             98-0128688
     (State or other jurisdiction of             (I.R.S. Employer
     incorporation or organization)            Identification No.)

       5847 SAN FELIPE, SUITE 1700                    77057
               HOUSTON, TX                          (Zip Code)
(Address of principal executive offices)

Issuer's Telephone Number:          (713) 589-4620
Securities registered under Section 12(b) of the Exchange Act:  NONE.
Securities registered under Section 12(g) of the Exchange Act:
                                                   COMMON STOCK, PAR VALUE $.001
                               (Title of class)

                             ---------------------

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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

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

State issuer's revenues for its most recent fiscal year: $223,462
<PAGE>


State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: approximately $285,165 as of April 8,
2008. The aggregate market value was based upon 950,552,788 shares held by
non-affiliates and the closing price of $0.0003 per share for common stock on
the Over-the-Counter Bulletin Board as of April 8, 2008.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required to be
filed by section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. YES [ ]    NO [ ]

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: 967,052,788 as of April 8, 2008.

                      (DOCUMENTS INCORPORATED BY REFERENCE)

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part 1, Part II, etc.) into
which the document is incorporated: (1) any annual report to security-holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).      NONE

Transitional Small Business Disclosure Format:       YES [ ]    NO [X]


<PAGE>


                           GULF COAST OIL & GAS, INC.
                                 FORM 10-KSB/A-2


                                TABLE OF CONTENTS
                                                                            PAGE
PART I
   Item 1.    DESCRIPTION OF BUSINESS                                         1

   Item 2.    DESCRIPTION OF PROPERTY                                         4

   Item 3.    LEGAL PROCEEDINGS                                               4

   Item 4.    SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS               4

PART II
   Item 5.    MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
              AND SMALL BUSINESS ISSUER PURCHASES 4 OF EQUITY SECURITIES
   Item 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       6

   Item 7.    FINANCIAL STATEMENTS                                            14

   Item 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON                14
              ACCOUNTING AND FINANCIAL DISCLOSURE

   Item 8A    CONTROLS AND PROCEDURES                                         14

   Item 8B    OTHER INFORMATION                                               16

PART III
   Item 9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT              16

   Item 10.   EXECUTIVE COMPENSATION                                          17

   Item 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT AND RELATED STOCKHOLDER MATTERS                      18

   Item 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  18

   Item 13.   EXHIBITS                                                        18

   Item 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES                          20

              FINANCIAL STATEMENTS                                           F-1



<PAGE>



                                EXPLANATORY NOTE

Gulf Coast Oil & Gas, Inc. ("we" or the "Company") is filing this Amendment No.
2 to its annual report on Form 10-KSB for the year ended December 31, 2007 to
amend our disclosure in Item 8A Controls and Procedures. As required by Rule
13a-15 or 15d-15 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), our Chief Executive Officer/Chief Financial Officer carried out
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Rule 13a-15(e) or 15d-15(e) under the
Exchange Act as of the end of the period covered by this report. Based on the
foregoing evaluation, we initially concluded that our disclosure controls and
procedures were effective. However, after reviewing a comment letter from the
SEC dated July 21, 2008 and subsequent discussions with the SEC Division of
Corporation Finance staff, we realized that we failed to disclose management's
assessment of internal control over financial reporting in our annual report on
Form 10-KSB for the year ended December 31, 2007 filed with the SEC on April 15,
2008. Therefore, we subsequently amended our annual report on Form 10-KSB for
the year ended December 31, 2007 to enhance our disclosure regarding disclosure
controls and procedures and to include disclosure about management's assessment
of internal control over financial reporting. Due to this earlier omission, we
now conclude that our disclosure controls and procedures were not effective as
of December 31, 2007.


                                     PART I

This report on Form 10-KSB/A-2 contains "forward-looking statements". These
statements involve important known and unknown risks, uncertainties and other
factors and can be identified by phrases using "estimate," "anticipate,"
"believe," "project," "expect," "intend," "predict," "potential," "future,"
"may," "should" and similar expressions or words. Our future results,
performance or achievements may differ materially from the results, performance
or achievements discussed in the forward-looking statements. There are numerous
factors that could cause actual results to differ materially from the results
discussed in forward-looking statements, including changes in existing laws or
the introduction of new laws, regulations or policies (including environmental
regulations) that could increase the cost of oil and gas exploration and
extraction, fluctuations in the market price of oil and gas, advances in
technology that may reduce dependence on oil and gas as a source of energy, and
other risk factors detailed in this report and in our other SEC filings. This
list provides examples of factors that could affect the results described by
forward-looking statements contained in this Form 10-KSB/A-2. However, this list
is not intended to be exhaustive; many other factors could impact our business
and it is impossible to predict with any accuracy which factors could result in
which negative impacts. Although we believe that the forward-looking statements
contained in this Form 10-KSB/A-2 are reasonable, we cannot provide you with any
guarantee that the anticipated results will be achieved. All forward-looking
statements in this Form 10-KSB/A-2 are expressly qualified in their entirety by
the cautionary statements contained in this section and you are cautioned not to
place undue reliance on the forward-looking statements contained in this Form
10-KSB/A-2. In addition to the risks listed above, other risks may arise in the
future, and we disclaim any obligation to update information contained in any
forward-looking statement.

ITEM 1. DESCRIPTION OF BUSINESS

OVERVIEW

We are an exploration stage company engaged in the oil and gas exploration
business in the continental United States. We expect that the majority of our
initial projects will have a comparatively lower risk profile in order to

                                      -1-
<PAGE>

increase our chances of obtaining positive cash flow in the near term. However,
we may also seek to acquire interests in riskier projects that have the
potential of developing into major oil or gas fields, and will consider
acquiring an interest (working and/or royalty) in proven (based upon offset
production and geology reports) but undeveloped drilling locations.

We were originally incorporated in Nevada under the name First Cypress
Technologies, Inc. on September 14, 1999. In July 2003, the Company changed its
name to First Cypress, Inc. and then in October 2003 the Company changed its
name to Otish Mountain Diamond Company. We changed our name to Gulf Coast Oil &
Gas, Inc., on January 13, 2005. Our common stock is currently quoted on the NASD
Over-the-Counter Bulletin Board ("OTC-BB") under the symbol "GCOG.OB".

We believe potentially profitable oil and gas projects exist in the United
States that, because of their relatively small barrel potential, have been
neglected by major oil companies. We seek to identify and invest in such
opportunities. The Company intends to continue to operate the business with low
overhead to maintain a strong cash position, while seeking out relatively lower
risk drilling and exploration projects that do not require significant upfront
capital investment.

Prior to the first quarter of 2007, we had not produced revenues and have been
dependent on debt and equity financings to finance our operations. During the
year ended December 31, 2007, we generated total revenues of approximately
$223,462. We generated $209,821 in revenues from our working interests in three
producing wells located in Corpus Christi, Texas (the "Corpus Christi Project")
and $13,641 in interest income.

                              OIL AND GAS PROJECTS

SARATOGA PROSPECT

On June 8, 2005, we paid $100,000 to Bourgeois Energy, Inc. to acquire a 75%
working interest in the exploration and development of land referred to as the
Saratoga Prospect located in the Saratoga Chalk Formation on the outskirts of
the Town of Many, in Sabine Parish, Louisiana. The Saratoga prospect is located
within the Upper Cretaceous, a historically productive trend whose success is
attributable to the presence of cretaceous age fractured chalk. Under the terms
of the Agreement with Bourgeois Energy, we had one year from the date of
acquisition of leasehold interests to advance to Bourgeois Energy the remaining
costs of the project (which may be advanced in stages for drilling and
completion activities, respectively), which we estimate at $380,000. In August
of 2006, the Company paid $30,000 to renew the leases in Louisiana for two
additional years.

At present, the Company intends to renew the leases before they expire and is
actively seeking a drilling partner.

CORPUS CHRISTI PROJECT

On May 9, 2006, the Company paid a deposit of $262,500 towards an interest in
oil and gas property (the Weil 8-C Well) in Corpus Christi, Texas. Pursuant to
the agreements entered into with the operator, the Company acquired an undivided
28% working interest and a 21% net revenue interest in the Weil 8-C Well in
exchange for a 46.66% billing interest.

On August 1, 2006, the Company paid $108,251.20 to hookup the Weil 8-C Well and
prepare it for production.

                                      -2-
<PAGE>


On August 15, 2006, the Company paid a deposit of $104,533.18 towards an
interest in an additional well known as the Weil 3-C Well in Corpus Christi,
Texas. Pursuant to the agreements entered into with the operator, the Company
acquired an undivided 28% working interest and a 21% net revenue interest in the
Weil 3-C Well for a 46.66% billing interest.

On August 31, 2006, the Company paid a deposit of $134,520.78 towards an
interest in an additional well known as the Weil 7-C Well in Corpus Christi,
Texas. Under the agreement, the Company acquired an undivided 28% working
interest and a 21% net revenue interest in the Weil 7-C Well for a 46.66%
billing interest.

On September 19, 2006, the Company paid $135,948.57 to bring the Weil 3-C and
Weil 7-C Wells into production and convert both the Weil 2-C and Weil 6-C wells
on the property to salt water disposal wells. It is the intent of the Company to
offer salt water disposal services to neighboring companies as a side revenue
generating service.

During 2007, the Company spent approximately $175,212 for work done on the
Corpus Christi Project. As of the date hereof, each of the three wells (Weil
8-C, Weil 3-C and Weil 7-C) is in production. In early 2007, we anticipated that
revenues from the three producing wells of the Corpus Christi Project would be
sufficient to fund our overhead costs for the near term. While the Corpus
Christi Project has generated $209,821 in revenues for us, the wells have not
recently produced at anticipated levels. As a result, the Company intends to
expend additional monies reworking Weil 8-C in an effort to stimulate production
by entering additional up-hole zones. There can be no assurances that we will be
successful in our efforts to stimulate production and production from these
wells may continue to be insufficient to fund ongoing expenses.

EMPLOYEES

We currently have one (1) employee, Rahim Rayani, our Chief Executive Officer.
We have entered into a consulting agreement with C. Craig Bourgeois, a
geologist. Mr. Bourgeois has assisted us in identifying potential oil and gas
prospects. Mr. Bourgeois is the sole shareholder of Bourgeois Energy, Inc. We
contemplate using other independent contractors from time to time as the need
arises.

COMPETITION

We operate in the highly competitive areas of oil and natural gas exploration,
exploitation, acquisition and production. We face intense competition from a
large number of independent, technology-driven companies as well as both major
and other independent oil and natural gas companies in a number of areas such
as:

     o    seeking to acquire desirable producing properties or new leases for
          future exploration;

     o    marketing our oil and natural gas production; and

     o    seeking to acquire the equipment and expertise necessary to operate
          and develop those properties.

                                      -3-
<PAGE>


The oil and gas exploration industry is made up of both large, well organized,
well funded competitors and some small start-up companies, many of which have
substantially greater financial, technical, marketing and human resource
capabilities than we have. Many of our competitors have financial and other
resources substantially in excess of those available to us. This highly
competitive environment could harm our business.

GOVERNMENT REGULATION AND ENVIRONMENTAL COMPLIANCE

Our oil and natural gas exploration and production activities are subject to
extensive laws, rules and regulations promulgated by federal and state
legislatures and agencies, including the Federal Energy Regulatory Commission
(FERC) and the Environmental Protection Agency.

Although we do not intend to own or operate any pipelines or facilities that are
directly regulated by FERC, its regulation of third party pipelines and
facilities could indirectly affect our ability to transport or market our
production. Moreover, FERC has in the past, and could in the future impose price
controls on the sale of natural gas. In addition, we believe we are in
substantial compliance with all applicable laws and regulations, however, we are
unable to predict the future cost or impact of complying with such laws and
regulations because they are frequently amended, interpreted and reinterpreted.

ITEM 2. DESCRIPTION OF PROPERTY

With respect to the Company's interest in the Saratoga Prospect and the Corpus
Christi Project, please see "Item 1 - Description of Business".

The Company currently leases on a month to month basis 250 sq. ft. of office
space located at 5847 San Felipe, Suite 1700, Houston, Texas 77057. The current
rental is $600.00 per month. This facility has sufficient space to meet our near
term needs.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any material legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our security holders during the fourth
quarter of the fiscal year ended December 31, 2007.

                                      -4-
<PAGE>


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Gulf Coast Oil & Gas, Inc.'s Common Stock trades on the OTC-BB under the symbol
GCOG.OB. The high and low closing bid information for our Common Stock is based
on information received from Pink Sheets, LLC based on trading information as
reported by the NASD Composite Feed or other qualified inter-dealer quotation
medium.


              QUARTER ENDED                              HIGH        LOW
                  March 31, 2006                        $ 0.082    $  0.023
                  June 30, 2006                         $ 0.056    $  0.025
                  September 30, 2006                    $ 0.034    $  0.020
                  December 31, 2006                     $ 0.075    $  0.011
                  March 31, 2007                        $ 0.016    $  0.006
                  June 30, 2007                         $ 0.008    $  .0025
                  September 30, 2007                    $ .0023    $  .0007
                  December 31, 2007                     $ .0017    $  .0006

The quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions. As of April 8, 2008, there
were 42 shareholders of record of our common stock.

We have never declared or paid any cash dividends on the capital stock and do
not anticipate paying any cash dividends on the capital stock in the foreseeable
future. We intend to retain the earnings, if any, to finance the expansion of
the business. The declaration and payment of dividends in the future, if any,
will be determined by the Board of Directors in light of conditions then
existing, including our earnings, financial condition, capital requirements and
other factors.

SECURITIES ISSUED DURING FISCAL YEAR ENDING DECEMBER 31, 2007

On February 1, 2006, we entered into a Securities Purchase Agreement with
Cornell Capital Partners, L.P. ("Cornell Capital"), Certain Wealth, Ltd. and
TAIB Bank, B.S.C.(c) (the "Buyers") pursuant to which the Buyers agreed to
purchase secured convertible debentures in the principal amount of $2,000,000
(collectively, the "Debentures"). On February 2, 2006 we sold and issued
$1,000,000 in principal amount of debentures to the Buyers. On April 5, 2006, we
sold and issued an additional $1,000,000 in principal amount of debentures to
the Buyers (the "Second Closing").

Pursuant to the Securities Purchase Agreement, we were obligated to register for
resale a total of 514,403,292 shares of common stock for issuance under the
Debentures, and 30,000,000 for issuance under the Warrants. As a condition to
the receipt of the second $1,000,000, we agreed to pursue an amendment to our
Articles of Incorporation to increase the authorized shares to permit the
issuance by the Company of the number of shares it was required to register. We
filed a Definitive Proxy Statement with the Securities and Exchange Commission
on March 15, 2006 and received the consent from a majority of the common shares
on April 24, 2006. We filed the Registration Statement with the Securities and
Exchange Commission on April 7, 2006 and the Registration Statement was declared
effective on September 11, 2006.

                                      -5-
<PAGE>


The debentures are convertible at the option of the Buyers any time up to
maturity into shares of our common stock, par value $0.001 per share, at the
price per share equal to the lesser of (a) $.02916 (the "Fixed Price") or (b) an
amount equal to eighty percent (80%) of the lowest volume weighted price of our
common stock, as quoted by Bloomberg, LP, for the five (5) trading days
immediately preceding the conversion date, which may be adjusted pursuant to the
other terms of the Debentures (the "Issuance Formula").

If the closing bid price of our common stock is less than the Fixed Price, we
can redeem a portion or all amounts outstanding under the debentures prior to
February 1, 2009 (or April 5, 2009 for the debentures issued in the Second
Closing) for a price equal to the principal amount and accrued interest thereon
being redeemed, plus a redemption premium of twenty percent (20%) of the
principal amount being redeemed.

We also entered into a Security Agreement pursuant to which we have granted the
Buyers a security interest in and to substantially all our assets to secure
repayment of the Debentures.

In connection with the Securities Purchase Agreement, we also issued to Cornell
Capital five-year warrants to purchase 30,000,000 shares of our common stock at
the following exercise prices: 7,500,000 at $0.02 per share, 7,500,000 at $0.03
per share, 5,000,000 at $0.04 per share, 5,000,000 at $0.05 per share, and
5,000,000 at $0.06 per share.

As of December 31, 2007, the Company has issued 551,831,717 shares of common
stock to the Buyers of the Debentures in exchange for $1,056,972 of debt.

NOTICE OF DEFAULT

The Company received a letter dated March 17, 2008 from YA Global Investments,
L.P. (f/k/a Cornell Capital Partners, L.P.) ("YA") serving as notice that the
Company is in default under the terms of the Debentures and related agreements.
YA's letter states that the Company is in default for, among other things, the
Company's failure to reserve a sufficient number of authorized shares of common
stock to allow for full conversion of the Debentures and YA demanded full
payment of the YA debenture. Pursuant to the terms of the Debentures, the
Company covenanted that it would reserve a sufficient number of authorized
common shares to permit the conversion of the Debentures.

As of the date hereof, YA has not taken any further action pursuant to the
notice of default. The Company is currently evaluating options for attempting to
increase the number of authorized common shares in order to cure the default.
The Company has also had oral discussions with representatives of Taib Bank
B.S.C. (c) and Certain Wealth, Ltd. concerning the default and potential cure.

                                      -6-
<PAGE>



ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
GULF COAST OIL & GAS, INC. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. GULF COAST'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING, BUT NOT LIMITED TO COMPETITION AND OVERALL MARKET CONDITIONS.

GENERAL

We are an exploration stage company engaged in the oil and gas exploration
business in the continental United States. We expect that the majority of our
initial projects will have a comparatively lower risk profile in order to
increase our chances of obtaining positive cash flow in the near term. However,
we may also seek to acquire interests in riskier projects that have the
potential of developing into major oil or gas fields, and will consider
acquiring an interest (working and/or royalty) in proven (based upon offset
production and geology reports) but undeveloped drilling locations.

LIQUIDITY AND FINANCIAL CONDITION

At December 31, 2007, cash and cash equivalents were $234,383. Current
liabilities at December 31, 2007 were $454,523.

At December 31, 2007, other assets included $22,821 in deferred financing and a
deposit on interest in unproved oil and gas leases of $928,810.

As of December 31, 2007, we had a working capital deficit of ($43,680) as
compared to a working capital surplus of $423,423 at December 31, 2006.

During 2007, the Company spent approximately $175,212 for work done on the
Corpus Christi Project. As of the date hereof, each of the three wells (Weil
8-C, Weil 3-C and Weil 7-C) is in production.

In early 2007, we anticipated that revenues from the three producing wells of
the Corpus Christi Project would be sufficient to fund our overhead costs for
the near term. While the Corpus Christi Project has generated $209,821 in
revenues for us, the wells have not recently produced at anticipated levels. As
a result, the Company intends to expend additional monies reworking Weil 8-C in
an effort to stimulate production by entering additional up-hole zones. There
can be no assurances that we will be successful in our efforts to stimulate
production and production from these wells may continue to be insufficient to
fund ongoing expenses. If the rework is unsuccessful, we will have to seek
additional financing to remain in business. The Company does not currently have
sufficient liquid assets to engage in any further oil and gas projects unless
additional financing is obtained. There can be no assurance that such financing
will be available to the Company or on terms acceptable to the Company.

                                      -7-
<PAGE>




                              RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2007 COMPARED TO YEAR ENDED DECEMBER 31, 2006

REVENUES

The Company generated $223,462 in revenues during the year ended December 31,
2007 while the Company did not generate any revenues in the year ended December
31, 2006 (except for interest income).

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses during the year ended December 31, 2007
decreased to $724,517 from $783,780 in the same period in 2006. This decrease
was primarily due to a decrease in professional fees.

NET LOSS TO COMMON SHAREHOLDERS

Net loss to common shareholders was $537,701 or $(0.00) per share for the year
ended December 31, 2007 as compared to a net loss of $754,715 or $(0.01) per
share for the year ended December 31, 2006. The decrease in net loss for the
year was principally due to the receipt of revenues from producing oil and gas
wells in 2007.

ACCUMULATED DEFICIT

Since inception, we have incurred substantial operating losses and may incur
substantial additional operating losses over the next several years. As of
December 31, 2007, our accumulated deficit was $7,588,126.

PLAN OF OPERATION

In early 2007, we anticipated that revenues from the three producing wells of
the Corpus Christi Project would be sufficient to fund our overhead costs for
the near term. While the Corpus Christi Project has generated $209,821 in
revenues for us, the wells have not recently produced at anticipated levels. As
a result, the Company intends to expend additional monies reworking Weil 8-C in
an effort to stimulate production by entering additional up-hole zones. There
can be no assurances that we will be successful in our efforts to stimulate
production and production from these wells may continue to be insufficient to
fund ongoing expenses.

The Company will need additional capital in order to participate in additional
drilling projects. The timing of any additional financing will depend in part on
the existing cash flow and the success of the Corpus Christi Project and
Saratoga Prospect. We have no commitments for any financing and such financing
may not be available when needed.

                                      -8-
<PAGE>


                                  RISK FACTORS

WE ARE SUBJECT TO VARIOUS RISKS THAT MAY MATERIALLY HARM OUR BUSINESS, FINANCIAL
CONDITION AND RESULTS OF OPERATIONS. IF ANY OF THESE RISKS OR UNCERTAINTIES
ACTUALLY OCCURS, OUR BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS COULD BE
MATERIALLY HARMED. IN THAT CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD
DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.


RISKS RELATED TO OUR BUSINESS

OUR AUDITORS HAVE EXPRESSED AN OPINION THAT THERE IS SUBSTANTIAL DOUBT ABOUT OUR
ABILITY TO CONTINUE AS A GOING CONCERN.

     In its report dated April 13, 2008 our auditors, Pollard-Kelley Auditing
     Services, Inc., expressed an opinion that there is substantial doubt about
     our ability to continue as a going concern. Our accompanying consolidated
     financial statements have been prepared on a going concern basis, which
     contemplates the continuation of operations, realization of assets and
     liquidation of liabilities in the ordinary course of business. Since
     inception, we have incurred operating losses and may incur additional
     operating losses over the next several years. As of December 31, 2007, we
     had an accumulated deficit of approximately $7,588,126.

     We have financed our operations since inception primarily through equity
     financings, loans from shareholders and other related parties. We may need
     to raise additional capital to implement our business plan. Such capital is
     expected to come from the sale of securities. No assurances can be given
     that such financing will be available in sufficient amounts or at all. Our
     ability to continue our operating will be dependent upon obtaining such
     further financing. These conditions raise substantial doubt about our
     ability to continue as a going concern. The accompanying consolidated
     financial statements do not include any adjustments that might result from
     the outcome of this uncertainty.

WE HAVE AN INSUFFICIENT NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S COMMON
STOCK TO ALLOW FOR THE CONVERSION OF THE DEBENTURES AND THE EXERCISE OF CERTAIN
WARRANTS.

      The Company's Articles of Incorporation currently authorize the issuance
      of 1,000,000,000 shares of common stock. As of April 8, 2008, the Company
      had 967,052,788 shares of common stock issued and outstanding. The Company
      is currently in default under the Debentures because it has not taken
      steps to increase its authorized common stock. In addition, without
      additional authorized shares it will be extremely difficult, if not
      impossible, for the Company to attract additional investment. The Company
      needs to increase the number of authorized shares of common stock in order
      to have an adequate reserve of common stock available for issuance upon
      exercise of outstanding convertible securities and for future issuance in
      equity financings.

                                      -9-
<PAGE>


      The Company is currently evaluating options for increasing its authorized
      shares and plans to attempt to increase its authorized shares in the
      second quarter of 2008.

WE HAVE A HISTORY OF OPERATING LOSSES AND HAVE BEEN UNPROFITABLE SINCE
INCEPTION.

     We incurred net losses of approximately $7,394,900 from August 4, 2003
     (date of inception) to December 31, 2007, including approximately $537,701
     of net loss to common shareholders in the year ended December 31, 2007.
     Although we will attempt to achieve profitability through our pursuit of
     our business plan, we have only generated limited revenues to date and
     cannot assure you that we will obtain significant revenues or achieve
     profitability.

THE DEBENTURES CONTAIN CERTAIN COVENANTS PROHIBITING US FROM RAISING CAPITAL AT
LESS THAN THE MARKET PRICE.

     The Debentures held by the Buyers contain covenants that, subject to
     certain exceptions, restrict the following activities:

     (i)    Raising capital from the sale of stock or other securities
            convertible into stock at a price less than the market price of our
            common stock on the date of issuance; or

     (ii)   Granting a security interest in our assets, which security interest
            may be needed in order to obtain borrowings or capital from a
            lender.

     The existence of these covenants may severely limit our ability to borrow
     money or raise capital from the sale of stock or convertible securities
     because any potential purchaser will want to pay a discount to the market
     price of our stock or because any potential lender will likely require
     collateral in the form of a security interest on our assets to secure a
     loan.

FUTURE SALES BY OUR STOCKHOLDERS MAY ADVERSELY AFFECT OUR STOCK PRICE AND OUR
ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS.

     Sales of our common stock in the public market could lower the market price
     of our common stock. Sales may also make it more difficult for us to sell
     equity securities or equity-related securities in the future at a time and
     price that our management deems acceptable or at all. As of April 8, 2008,
     we had 967,052,788 shares of common stock outstanding, without taking into
     account additional shares issuable upon exercise of the convertible
     debentures or warrants.

                                      -10-
<PAGE>


THE INVESTORS UNDER THE DEBENTURES WILL PAY LESS THAN THE THEN-PREVAILING MARKET
PRICE OF OUR COMMON STOCK.

     The common stock to be issued under the Debentures is being issued at the
     lower of (i) a fixed price of $0.029716 or (ii) a 20% discount to the
     volume weighted average price for the five trading days immediately before
     the conversion. These discounted sales could cause the price of our common
     stock to further decline.

THE ISSUANCE OF STOCK UNDER THE DEBENTURES COULD ENCOURAGE SHORT SALES BY THIRD
PARTIES, WHICH COULD CONTRIBUTE TO THE FUTURE DECLINE OF OUR STOCK PRICE.

     The significant downward pressure on the price of our common stock caused
     by the issuance of material amounts of common stock under the Debentures
     could encourage short sales by third parties. In a short sale, a
     prospective seller borrows stock from a shareholder or broker and sells the
     borrowed stock. The prospective seller hopes that the stock price will
     decline, at which time the seller can purchase shares at a lower price to
     repay the lender. The seller profits when the stock price declines because
     it is purchasing shares at a price lower than the sale price of the
     borrowed stock. Such sales could place further downward pressure on the
     price of our common stock by increasing the number of shares being sold.

OUR BUSINESS AND GROWTH WILL SUFFER IF WE ARE UNABLE TO ATTRACT AND RETAIN KEY
PERSONNEL.

    Our success depends in large part upon the services of a number of key
    employees and consultants. If we lose the services of one or more of our key
    employees or consultants, it could have a significant negative impact on our
    business. In addition, our long term success will in large part be dependent
    upon our ability to attract and retain qualified geologists, geophysicists,
    and other personnel.

WE FACE SIGNIFICANT COMPETITION, AND MANY OF OUR COMPETITORS HAVE RESOURCES IN
EXCESS OF OUR AVAILABLE RESOURCES.

     We plan to operate in the highly competitive areas of oil and natural gas
     exploration, exploitation, acquisition and production. We face intense
     competition from a large number of independent, technology-driven companies
     as well as both major and other independent oil and natural gas companies
     in a number of areas such as:

     o    seeking to acquire desirable producing properties or new leases for
          future exploration;

     o    marketing our oil and natural gas production; and

     o    seeking to acquire the equipment and expertise necessary to operate
          and develop those properties.

     Many of our competitors have financial and other resources substantially in
     excess of those available to us. This highly competitive environment could
     harm our business.

                                      -11-
<PAGE>


OPERATING HAZARD AND UNINSURED RISKS.

    Drilling activities are subject to many risks, including the risk that no
    commercially productive reservoirs will be encountered. There can be no
    assurance that new wells we drill will be productive or that we will recover
    all or any portion of our investment. Drilling for oil and natural gas may
    involve unprofitable efforts, not only from dry wells, but also from wells
    that are productive, but do not produce sufficient net revenues to return a
    profit after drilling, operating and other costs. The cost and timing of
    drilling, completing and operating wells is often uncertain. Our drilling
    operations may be curtailed, delayed or canceled as a result of numerous
    factors, many of which are beyond our control, including title problems,
    weather conditions, delays by project participants, compliance with
    governmental requirements and shortages or delays in the delivery of
    equipment and services. Our future drilling activities may not be successful
    and, if unsuccessful, such failure may have a material adverse effect on our
    business, financial condition or results of operations.

    Our operations are subject to hazards and risks inherent in drilling for and
    producing and transporting oil and natural gas, such as fires, natural
    disasters, explosions, encountering formations with abnormal pressures,
    blowouts, cratering, pipeline ruptures and spills, any of which can result
    in the loss of hydrocarbons, environmental pollution, personal injury claims
    and other damage to our properties and those of others. We do not currently
    maintain insurance against some these risks. The occurrence of an event that
    is not covered, or not fully covered by insurance could have a material
    adverse effect on our business, financial condition and results of
    operations.

REGULATORY RISKS.

    Our oil and natural gas exploration and production activities will be
    subject to extensive laws, rules and regulations promulgated by federal and
    state legislatures and agencies, including the Federal Energy Regulatory
    Commission (FERC) and the Environmental Protection Agency. Failure to comply
    with such laws, rules and regulations can result in substantial penalties.
    The legislative and regulatory burden on the oil and gas industry will
    increase our cost of doing business and will affect our profitability.

    Although we do not intend to own or operate any pipelines or facilities that
    are directly regulated by FERC, its regulation of third party pipelines and
    facilities could indirectly affect our ability to transport or market our
    production. Moreover, FERC has in the past, and could in the future impose
    price controls on the sale of natural gas. In addition, we believe we are in
    substantial compliance with all applicable laws and regulations, however, we
    are unable to predict the future cost or impact of complying with such laws
    and regulations because they are frequently amended, interpreted and
    reinterpreted.

                                      -12-
<PAGE>


    Many states (including Louisiana) require permits for drilling operations,
    drilling bonds and reports concerning operations and impose other
    requirements relating to the exploration and production of oil and natural
    gas. These states also have statutes or regulations addressing conservation
    matters, including provisions for the unitization or pooling of oil and
    natural gas properties, the establishment of maximum rates of production
    from wells and the regulation of spacing, plugging and abandonment of such
    wells.

ENVIRONMENTAL MATTERS.

     Our operations and properties will be, like the oil and gas industry in
     general, subject to extensive and changing federal, state and local laws
     and regulations relating to environmental protection, including the
     generation, storage, handling, emission, transportation and discharge of
     materials into the environment, and relating to safety and health. The
     recent trend in environmental legislation and regulation generally is
     toward stricter standards, and this trend will likely continue. These laws
     and regulations may require the acquisition of a permit or other
     authorization before construction or drilling commences and for certain
     other activities; limit or prohibit seismic acquisition, construction,
     drilling and other activities on certain lands lying within wilderness and
     other protected areas; and impose substantial liabilities for pollution
     resulting from our operations.

     The permits required for many of our operations are subject to revocation,
     modification and renewal by issuing authorities. Governmental authorities
     have the power to enforce compliance with their regulations, and violations
     are subject to fines or injunction, or both. Changes in existing
     environmental laws and regulations or in interpretations thereof could have
     a significant impact on us, as well as the oil and gas industry in general.
     The Comprehensive Environmental Response, Compensation and Liability Act
     (CERCLA) and comparable state statutes impose strict and arguably joint and
     several liabilities on owners and operators of certain sites and on persons
     who disposed of or arranged for the disposal of hazardous substances found
     at such sites. It is not uncommon for the neighboring landowners and other
     third parties to file claims for personal injury and property damage
     allegedly caused by the hazardous substances released into the environment.
     The Resource Conservation and Recovery Act (RCRA) and comparable state
     statutes govern the disposal of solid waste and hazardous waste and
     authorize imposition of substantial fines and penalties for noncompliance.
     Although CERCLA currently excludes petroleum from its definition of
     hazardous substance, state laws affecting our operations impose clean-up
     liability relating to petroleum and petroleum related products. In
     addition, although RCRA classifies certain oil field wastes as
     non-hazardous, such exploration and production wastes could be reclassified
     as hazardous wastes, thereby making such wastes subject to more stringent
     handling and disposal requirements.

                                      -13-
<PAGE>


OIL AND NATURAL GAS PRICES FLUCTUATE WIDELY AND LOW PRICES COULD HAVE A MATERIAL
ADVERSE IMPACT ON OUR BUSINESS AND FINANCIAL RESULTS BY LIMITING OUR LIQUIDITY
AND FLEXIBILITY TO CARRY OUT DRILLING.

     Our revenues, operating results and future rate of growth will depend
     highly upon the prices we receive for our oil and natural gas production.
     Historically, the markets for oil and natural gas have been volatile and
     are likely to continue to be volatile in the future. Market prices of oil
     and natural gas depend on many factors beyond our control, including:

     o    worldwide and domestic supplies of oil and natural gas;

     o    the ability of the members of the Organization of Petroleum Exporting
          Countries to agree to and maintain oil price and production controls;

     o    political instability or armed conflict in oil-producing regions;

     o    the price and level of foreign imports;

     o    the level of consumer demand;

     o    the price and availability of alternative fuels;

     o    the availability of pipeline capacity;

     o    weather conditions;

     o    domestic and foreign governmental regulations and taxes; and

     o    the overall economic environment.

We cannot predict future oil and natural gas price movements and prices often
vary significantly. Significant declines in oil and natural gas prices for an
extended period may have the following effects on our business:

     o    limit our financial condition, liquidity, ability to finance planned
          capital expenditures and results of operations;

     o    reduce the amount of oil and natural gas that we can produce
          economically;

     o    cause us to delay or postpone some of our capital projects;

     o    reduce our revenues, operating income and cash flow; and

     o    reduce the carrying value of our oil and natural gas properties.

                                      -14-
<PAGE>


RISKS RELATED TO OUR STOCK


THE MARKET PRICE OF OUR COMMON STOCK MAY BE VOLATILE, WHICH COULD CAUSE THE
VALUE OF AN INVESTMENT IN OUR STOCK TO DECLINE.

     The market price of shares of our common stock has been and is likely to
     continue to be highly volatile. Factors that may have a significant effect
     on the market price of our common stock include the following:

     o    sales of large numbers of shares of our common stocks in the open
          market, including shares issuable at a fluctuating conversion price at
          a discount to the market price of our common stock;

     o    our operating results;

     o    our need for additional financing;

     o    governmental regulation; and

     o    other factors and events beyond our control.

     In addition, our common stock has been relatively thinly traded. Thinly
     traded common stock can be more volatile than common stock trading in an
     active public market. We cannot predict the extent to which an active
     public market for the common stock will develop.

     The stock market in general has experienced extreme volatility that often
     has been unrelated to the operating performance of particular companies.
     These broad market and industry fluctuations may adversely affect the
     trading price of our common stock, regardless of our actual operating
     performance.

     As a result of potential stock price volatility, investors may be unable to
     resell their shares of our common stock at or above the cost of their
     purchase prices. In addition, companies that have experienced volatility in
     the market price of their stock have been the subject of securities class
     action litigation. If we were to become the subject of securities class
     action litigation, this could result in substantial costs, a diversion of
     our management's attention and resources and harm to our business and
     financial condition.

FUTURE SALES BY OUR STOCKHOLDERS MAY ADVERSELY AFFECT OUR STOCK PRICE AND OUR
ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS.

     Sales of our common stock in the public market following this offering
     could lower the market price of our common stock. Sales may also make it
     more difficult for us to sell equity securities or equity-related
     securities in the future at a time and price that our management deems
     acceptable or at all.

     As of April 8, 2008, we had 967,052,788 shares of common stock outstanding,
     without taking into account shares issuable upon exercise of the
     outstanding debentures and warrants.

                                      -15-
<PAGE>


OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND MAY FLUCTUATE
SIGNIFICANTLY.

    There has been a limited public market for our common stock and there can be
    no assurance that an active trading market for our common stock will
    develop. An absence of an active trading market could adversely affect our
    shareholders' ability to sell our common stock in short time periods, or
    possibly at all. Our common stock has experienced, and is likely to
    experience in the future, significant price and volume fluctuations that
    could adversely affect the market price of our common stock without regard
    to our operating performance. In addition, we believe that factors such as
    quarterly fluctuations in our financial results and changes in the overall
    economy or the condition of the financial markets could cause the price of
    our common stock to fluctuate substantially.

OUR COMMON STOCK IS DEEMED TO BE "PENNY STOCK", WHICH MAY MAKE IT MORE DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS.

     Our common stock is deemed to be "penny stock" as that term is defined in
     Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. These
     requirements may reduce the potential market for our common stock by
     reducing the number of potential investors. This may make it more difficult
     for investors in our common stock to sell shares to third parties or to
     otherwise dispose of them. This could cause our stock price to decline.
     Penny stocks are stock:

     o    with a price of less than $5.00 per share;

     o    that are not traded on a "recognized" national exchange;

     o    whose prices are not quoted on the NASDAQ automated quotation system
          (NASDAQ-listed stocks must still have a price of not less than $5.00
          per share); or

     o    in issuers with net tangible assets less than $2.0 million (if the
          issuer has been in continuous operation for at least three years) or
          $5.0 million (if in continuous operation for less than three years),
          or with average revenues of less than $6.0 million for the last three
          years.

     Broker/dealers dealing in penny stocks are required to provide potential
     investors with a document disclosing the risks of penny stocks. Moreover,
     broker/dealers are required to determine whether an investment in a penny
     stock is a suitable investment for a prospective investor.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements and supplementary data are attached hereto commencing
with Page F-1.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

                                      -16-
<PAGE>


ITEM 8A. CONTROLS AND PROCEDURES

DISCUSSION OF CONTROLS AND PROCEDURES

As required by Rule 13a-15 or 15d-15 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), our Chief Executive Officer/Chief Financial
Officer carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures pursuant to Rule 13a-15(e)
or 15d-15(e) under the Exchange Act as of the end of the period covered by this
report. Based on the foregoing evaluation, we initially concluded that our
disclosure controls and procedures are effective. However, after reviewing a
comment letter from the SEC dated July 21, 2008 and subsequent discussions with
the SEC Division of Corporation Finance staff, we realized that we failed to
disclose management's assessment of internal control over financial reporting in
our annual report on Form 10-KSB for the year ended December 31, 2007 filed with
the SEC on April 15, 2008. Therefore, we subsequently amended our annual report
on Form 10-KSB for the year ended December 31, 2007 to enhance our disclosure
regarding disclosure controls and procedures and to include disclosure about
management's assessment of internal control over financial reporting. Due to
this earlier omission, we now conclude that our disclosure controls and
procedures were not effective as of December 31, 2007.

Our management does not expect that our disclosure controls and procedures or
our internal control over financial reporting will necessarily prevent all fraud
and material error. Our disclosure controls and procedures are designed to
provide reasonable assurance of achieving our objectives. Further, the design of
a control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the internal control. The design of
any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.

                                      -17-
<PAGE>


INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting for the Company as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. Our internal control over financial
reporting is designed to provide reasonable assurance regarding the (i)
effectiveness and efficiency of operations, (ii) reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles, and (iii) compliance
with applicable laws and regulations.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

Management conducted an assessment of the effectiveness of the small business
issuer's internal control over financial reporting as of December 31, 2007 based
upon criteria set forth in the Internal Control- Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on
management's evaluation, management has concluded that our internal control over
financial reporting was effective as of December 31, 2007. We have not
identified any current material weaknesses considering the nature and extent of
our current operations and any risks or errors in financial reporting under
current operations.

This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permits us to provide only management's report in
this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have not been any changes in our internal control over financial reporting
during the quarter ended December 31, 2007 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.


ITEM 8B. OTHER INFORMATION

None.

                                      -18-
<PAGE>


                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information concerning our directors and
executive officers as of the date hereof:

NAME                       AGE                  POSITION
--------------------------------------------------------------------------------

Rahim Rayani                33               Chairman of the Board,  Chief
                                             Executive Officer and President

RAHIM RAYANI, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER

Mr. Rayani has been the Chairman of the Board and Chief Executive Officer of the
Company since June of 2005. Since 2003, Mr. Rayani has worked independently,
providing management consulting and investment banking services to companies,
focusing on the oil and gas and resource mining sectors. From 2001 to 2003, Mr.
Rayani was an Investor Relations Executive with Mindshare Communications, Inc.,
where he managed investor relations services for companies in the mining, oil &
gas, and technology sectors.

Our directors hold office until the next annual meeting of our stockholders and
until their successors have been duly elected and qualified.

AUDIT COMMITTEE

Since we have only one director, we do not have an audit committee. At such time
as we can attract other directors to serve on the Board, we plan to establish an
audit committee. Mr. Rayani is not a "financial expert".

CODE OF ETHICS

The Company adopted a Code of Ethics in April of 2004 that applies to its Chief
Executive Officer and Principal Accounting and Financial Officer.

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors, executive officers and persons who own more than 10% of a
class of the Company's equity securities which are registered under the Exchange
Act to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of such registered securities.
Such executive officers, directors and greater than 10% beneficial owners are
required by Commission regulation to furnish the Company with copies of all
Section 16(a) forms filed by such reporting persons.
To our knowledge, based solely on a review of the copies of such reports
furnished to the Company and on representations that no other reports were
required, no Forms 3, 4 or 5 relating to our common stock were filed late during
2007.

                                      -19-
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

Compensation paid to Officers and Directors is set forth in the Summary
Compensation Table below. The Company may reimburse its Officers and Directors
for any and all out-of-pocket expenses incurred relating to the business of the
Company.

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation paid by
us during the three years ended on December 31, 2007 to our Chief Executive
Officer and our other executive officers and executive officers of our
subsidiaries, who were serving as executive officers on December 31, 2007 and
received total salary and bonus in excess of $100,000 during fiscal year 2007
(the "Named Executive Officers").

<TABLE>
<CAPTION>

                                                                                           CHANGE IN
                                                                                            PENSION
                                                                                           VALUE AND
                                                                           NON-EQUITY    NONQUALIFIED
                                                                            INCENTIVE      DEFERRED
                                                         STOCK    OPTION      PLAN       COMPENSATION  ALL OTHER
NAME AND PRINCIPAL                                       AWARDS   AWARDS   COMPENSATION     EARNINGS  COMPENSATION  TOTAL
POSITION                YEAR      SALARY ($)  BONUS ($)    ($)      ($)        ($)            ($)         ($)        ($)
-----------------------------------------------------------------------------------------------------------------------------

<S>                     <C>      <C>          <C>         <C>       <C>         <C>           <C>       <C>         <C>
Rahim Rayani            2007     $100,000(1)  $42,500      --        --          --            --           --      $142,500
Chairman, Chief         2006     $120,000(1)  $55,000      --        --          --            --           --      $175,000
Executive Officer and   2005     $ 56,000(2)     --        --        --          --            --           --      $ 56,000
President
</TABLE>


(1)    A portion of Mr. Rayani's salary was deferred based on the financial
       condition of the Company.

(2)    Represents $8,000 per month for the last seven months of 2005. A portion
       of this salary was deferred based on the financial condition of the
       Company.

                                      -20-
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

The following table sets forth as of December 31, 2007, the number and
percentage of outstanding shares of our common stock beneficially owned by our
Named Executive Officers, directors and stockholders owning more than 5% of our
common stock and our executive officers and directors as a group:


                                                                      SHARES
                                                 BENEFICIALLY      PERCENTAGE OF
NAME OF OWNER                                       OWNED(1)          CLASS(2)
--------------------------------------------------------------------------------

Rahim Rayani, Chairman of the Board and CEO         16,500,000           1.7%

All Named Executive Officers and
  Directors as a Group (1 person)                   16,500,000           1.7%

---------------------------

(1) All of the shares are owned directly by Mr. Rayani.
(2) Based on 967,052,788 shares of common stock outstanding as of April 8, 2008

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

DIRECTOR INDEPENDENCE

Our common stock is quoted on the OTC Bulletin Board interdealer quotation
system, which does not have director independence requirements. Under NASDAQ
Rule 4200(a)(15), a director is not considered to be independent if he or she is
also an executive officer or employee of the corporation, or if he or she has
accepted any compensation from the company in excess of $100,000 during any
12-month period in the prior three years. Rahim Rayani is the President and
Chief Executive Officer of the Corporation and is not deemed to be an
independent director under this definition.

                                      -21-
<PAGE>


ITEM 13. EXHIBITS

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

 EXHIBIT NO.                                     DOCUMENT DESCRIPTION                                     LOCATION
 -----------                                     --------------------                                     --------
3.1          Articles of Incorporation filed September 14, 1999                                              (1)
3.2          Certificate of  Designation filed October 7, 2003                                               (2)
3.3          Articles of Amendment to Articles of Incorporation filed October 15, 2003                       (3)
3.4          Certificate of Amendment to Articles of Incorporation filed January 13, 2005                    (4)
3.6          Amended and Restated Bylaws                                                                     (5)
4.1          Specimen of Common Stock Certificate                                                            (1)
4.2          Form of Common Stock Purchase Warrant                                                           (2)
10.1         Securities  Purchase  Agreement  dated as of  February  1, 2006  between  the  Company and      (5)
             Cornell Capital Partners, LP, Certain Wealth, Ltd. and Taib Bank, B.S.C.(c)
10.2         Investor  Registration  Rights  Agreement dated as of February 1, 2006 between the Company      (5)
             and  Cornell Capital Partners, LP, Certain Wealth, Ltd. and Taib Bank, B.S.C.(c)
10.3         Security  Agreement  dated as of February 1, 2006 between the Company and Cornell  Capital      (5)
             Partners, LP, Certain Wealth, Ltd. and Taib Bank, B.S.C.(c)
10.4         First Amendment to Investor  Registration Rights Agreement dated as of March, 2006 between      (5)
             the Company  and  Cornell  Capital  Partners,  LP,  Certain  Wealth,  Ltd.  and Taib Bank,
             B.S.C.(c)
10.5         Agreement between the Company and Bourgeois  Energy,  Inc. dated June 17, 2005 relating to      (5)
             the Saratoga Prospect
10.6         Business  Consulting  Services  Agreement between the Company and Bourgeois  Energy,  Inc.      (5)
             dated August 15, 2005
31.1         Certification of Chief Executive  Officer and Principal  Accounting and Financial  Officer      (6)
             Pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1         Certification of Chief Executive  Officer and Principal  Accounting and Financial  Officer      (6)
             Pursuant to Section 906 of the Sarbanes-Oxley Act.
99.1         Secured  Convertible  Debenture  issued  February  1, 2006 in the  amount of  $500,000  to      (5)
             Cornell Capital Partners, LP (CCP-001)
99.2         Secured  Convertible  Debenture  issued  February  1, 2006 in the  amount of  $250,000  to      (5)
             Certain Wealth, Ltd. (CCP-002)
99.3         Secured  Convertible  Debenture  issued February 1, 2006 in the amount of $250,000 to Taib      (5)
             Bank, B.S.C.(c)(CCP-003)
99.4         Warrant  dated as of February 1, 2006 issued to Cornell  Capital  Partners,  LP (7,500,000      (5)
             shares)
99.5         Warrant  dated as of February 1, 2006 issued to Cornell  Capital  Partners,  LP (7,500,000      (5)
             shares)
99.6         Warrant  dated as of February 1, 2006 issued to Cornell  Capital  Partners,  LP (5,000,000      (5)
             shares)
99.7         Warrant  dated as of February 1, 2006 issued to Cornell  Capital  Partners,  LP (5,000,000      (5)
             shares)
99.8         Warrant  dated as of February 1, 2006 issued to Cornell  Capital  Partners,  LP (5,000,000      (5)
             shares)
</TABLE>

                                      -22-
<PAGE>


(1)     Filed as an exhibit to Registration Statement on Form SB-2, as amended,
        filed on April 22, 2001 and incorporated herein by reference.
(2)     Filed as Exhibit 3.1 to Report on Form 8-K filed on October 20, 2003 and
        incorporated herein by reference.
(3)     Filed as Exhibit 3.1 to Report on Form 8-K filed October 23, 2003 and
        incorporated herein by reference.
(4)     Filed as Exhibit 3 to Report on Form 8-K filed January 19, 2005 and
        incorporated herein by reference.
(5)     Filed as an Exhibit to the Company's Annual Report on Form 10-KSB for
        the year ended December 31, 2005 and incorporated herein by reference.
(6)     Filed herewith.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The aggregate fees billed for fiscal 2007 for professional services rendered by
Pollard-Kelley Auditing Services, Inc. as our principal accountant for the audit
of our annual financial statements and review of financial statements included
in our Form 10-QSB and services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for fiscal year
2007 were $23,500.

The aggregate fees billed for fiscal 2006 for professional services rendered by
Pollard-Kelley Auditing Services as our principal accountant for the audit of
our annual financial statements and review of financial statements included in
our Form 10-QSB for fiscal year 2006 were $17,000.00.

AUDIT-RELATED FEES

The aggregate fees billed in each of fiscal 2007 and 2006 for assurance and
related services by our principal accountant that are reasonably related to the
performance of the audit or review of our financial statements (and are not
reported under Item 9(e)(1) of Schedule 14A) were $0 and $0, respectively.

TAX FEES

The aggregate fees billed in each of fiscal 2007 and 2006 for professional
services rendered by our principal accountant tax compliance, tax advice and tax
planning were $0 and $0, respectively.


ALL OTHER FEES

The aggregate fees billed in each of fiscal 2007 and 2006 for products and
services provided by our principal accountant (other than the services reported
in Items 9(e)(1) through 9(e)(3) of Schedule 14A) were $0 and $0, respectively.

PRE-APPROVAL POLICIES AND PROCEDURES

The decision to retain our principal accountant was approved by the Board of
Directors in 2003 before current management was involved with the Company. We do
not have a separate audit committee.

                                      -23-
<PAGE>


SIGNATURES

In accordance with the requirements of the Exchange Act of 1934, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                       GULF COAST OIL & GAS, INC.


                                   By:    /s/ Rahim Rayani
                                          ----------------
                                          Rahim Rayani
                                          Chief Executive Officer and President
                                          (Principal Executive Officer)



                                   By:     /s/ Rahim Rayani
                                           ----------------
                                           Rahim Rayani
                                           Chief Financial Officer
                                           (Principal Financial Officer and
                                           Principal Accounting Officer)

                                      -24-


                          INDEX TO FINANCIAL STATEMENTS


                                                                         PAGE(S)

FINANCIAL STATEMENTS -- AUDITED

Report of Independent Registered Public Accounting Firm.                     F-2

Balance Sheet as of December 31, 2007                                        F-3

Statements of Operations for the years ended December 31, 2007 and 2006      F-4

Statements of Cash Flows for the years ended December 31, 2007 and 2006      F-5

Statements of Stockholders' (Deficit) for the years ended
December 31, 2007 and 2006                                                   F-6

Notes to Financial Statements for the years ended
December 31, 2007 and 2006                                                   F-7





                                      F-1
<PAGE>

Pollard-Kelley Auditing Services, Inc...........................................

Auditing Services 3250 West Market St, Suite 307, Fairlawn, OH 44333
                                                                    330-836-2558

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Gulf Coast Oil and Gas, Inc. and Subsidiary

We have audited the accompanying balance sheets of Gulf Coast Oil and Gas, Inc.
and Subsidiary as of December 31, 2007 and 2006, and the related statements of
income, changes in stockholders' equity, and cash flows for each of the two
years in the period ended December 31, 2007 and the period from August 4, 2003
through December 31, 2007 (since inception). These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conduct our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

The Company has not generated significant revenues or profits to date as
discussed in Note 8 to the financial statements. This factor among others may
indicate the Company will be unable to continue as a going concern. The
Company's continuation as a going concern depends upon its ability to generate
sufficient cash flow to conduct its operations and its ability to obtain
additional sources of capital and financing. Management's plans in relation to
these items are also discussed in Note 8 to the financial statements. The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company at December 31,
2007 and 2006, and the results of its operations and its cash flows for each of
the two years in the period ended December 31, 2007 and the period from August
4, 2003 through December 31, 2007 (since inception), in conformity with U.S.
generally accepted accounting standards.

Pollard-Kelley Auditing Services, Inc.

/S/ Pollard-Kelley Auditing Services, Inc.
-------------------------------------------
Independence, Ohio
April 13, 2008

                                      F-2
<PAGE>

<TABLE>
<CAPTION>


                           GULF COAST OIL & GAS, INC.
                         (An Exploration Stage Company)
                                 BALANCE SHEETS



December 31, 2007 and December 31, 2006                   December 31,   December 31,
                               ASSETS                        2007            2006
                                                          -----------    -----------
Current Assets
<S>                                                       <C>            <C>
     Cash in banks                                        $   234,383    $   573,438
     Accounts receivable -other                                  --             --
     Deferred financing                                       176,460        176,460
                                                          -----------    -----------
          Total Current Assets                                410,843        749,898
Fixed Assets
     Office equipment                                           7,537          7,537
     Oil equipment                                             49,897           --
    Less accumulated depreciation                             (12,342)        (4,254)
                                                          -----------    -----------
                                                               45,092          3,283
Other Assets
     Website costs less accumulated
          amortization of $500 and $0                             314            450
     Deferred financing - Non-current                          22,821        199,281
     Deposit on interest in unproved oil and gas leases       928,810        912,822
                                                          -----------    -----------
                                                              951,945      1,112,553
                                                          -----------    -----------
          Total Assets                                    $ 1,407,880    $ 1,865,734
                                                          ===========    ===========

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
     Accounts payable                                     $    62,198    $    76,812
     Due to shareholder                                        43,619         47,119
     Accrued interest                                         313,075        166,912
    Accrued expenses                                           35,631         35,631
                                                          -----------    -----------

          Total Current Liabilities                           454,523        326,474
Long-Term Debt
     Notes payable                                            943,028      1,965,551
Derivative Liability Arising From Warrants                       --            8,333
Stockholders' Equity
     Series A Preferred stock, 1,000,000 shares
          authorized, 0 shares outstanding,
          par value $.001 per share                              --             --
     Common stock, 1,000,000,000 shares authorized,
          673,639,728 and 134,878,634 shares
          outstanding at respective period ends,
          par value $.001 per share                           673,640        134,879
     Additional contributed capital                         6,643,063      6,157,601
     Deficit accumulated during exploration stage          (7,588,126)    (7,050,425)
     Accumulated other comprehensive income                   281,752        273,419
     Stock subscription advances                                 --           49,902
                                                          -----------    -----------
                                                               10,329       (434,624)
                                                          -----------    -----------
          Total Liabilities and Stockholders' Equity      $ 1,407,880    $ 1,865,734
                                                          ===========    ===========
See accompanying notes to financial statements.


                         See accompanying notes to financial statements.
</TABLE>


                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                           GULF COAST OIL & GAS, INC.
                         (An Exploration Stage Company)
                             STATEMENT OF OPERATIONS
          For the Years Ending December 31, 2007 and 2006, and for the
      period beginning August 4, 2003 (Inception) through December 31, 2007

                                             December 31,      December 31,        Since
                                                 2007              2006          INCEPTION
                                             -------------    -------------    -------------
<S>                                       <C>               <C>                   <C>
Revenues
     Sales                                   $     209,821    $        --            209,821
     Interest income                                13,641           29,065           42,706
                                             -------------    -------------    -------------
                                                   223,462           29,065          252,527
Cost of sales
    Exploration costs                               36,646             --            196,271
                                             -------------    -------------    -------------
          Gross Profit                             186,816           29,065           56,256
Expenses
     Administrative                                724,517          783,780        7,501,476
                                             -------------    -------------    -------------
                                                  (537,701)        (754,715)      (7,445,220)

Other income and expenses
     Loss on sale of fixed assets                     --               --               (684)
     Gain on settlement of debt                       --               --             67,693
     Foreign exchange (loss) gain                     --               --            (16,689)
                                             -------------    -------------    -------------
                                                      --               --             50,320
                                             -------------    -------------    -------------
Loss from continuing operations                   (537,701)        (754,715)      (7,394,900)
                                             -------------    -------------    -------------
Discontinued operations
     Mineral rights abandoned                         --               --           (193,226)
                                             -------------    -------------    -------------
Net Loss                                          (537,701)        (754,715)      (7,588,126)
Other Comprehensive Income
     Decrease in fair value of derivatives           8,333          273,419          273,419
                                             -------------    -------------    -------------
Net Comprehensive Income/(Loss)              $    (529,368)   $    (481,296)   $  (7,314,707)
                                             =============    =============    =============
Net loss per share                           $       (0.00)   $       (0.01)
Other comprehensive income per share         $        0.00    $        0.00
Average shares outstanding                     538,761,084      121,728,453


                                      See accompanying notes to financial statements.
</TABLE>

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                           GULF COAST OIL & GAS, INC.
                         (An Exploration Stage Company)
                             STATEMENT OF CASH FLOWS
          For the Years Ending December 31, 2007 and 2006, and for the
      period beginning August 4, 2003 (Inception) through December 31, 2007

                                                                December 31,  December 31,      Since
                                                                   2007          2006         INCEPTION
                                                               -----------    -----------    -----------
<S>                                                            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss for the period                                  $  (537,702)   $  (754,715)   $(7,588,127)
      Adjustments to reconcile net earnings to net
        cash provided (used) by operating activities:
          Depreciation                                               8,088          1,694         23,399
          Amortization                                             176,596         39,561        221,001
          Services paid by stock                                     1,700          2,000      5,447,795
          Mineral rights abandoned                                    --             --          195,226
        Changes in Current assets and liabilities:
          (Increase) decrease in Accounts receivable - other          --            5,248           --
          (Increase) in Deferred financing                            --         (135,000)      (135,000)
          (Decrease) Increase in Accounts payable                  (14,614)         6,140         62,198
          Increase in Due to shareholder                            (3,500)        23,983         20,483
          Increase in Accrued interest                             146,163        166,912        313,075
          (Decrease) Increase in Accrued expenses                     --             --           58,767
                                                               -----------    -----------    -----------
          NET CASH (USED) BY
                OPERATING ACTIVITIES                              (223,269)      (644,177)    (1,381,183)
CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of Mineral rights                                      --             --          (91,534)
      Purchase of Interest in unproved oil and gas
         leases                                                    (15,988)      (812,822)      (928,810)
      Purchase of Website costs                                       --             --          (27,519)
     Purchase of Fixed assets                                      (49,896)        (3,987)       (74,163)
                                                               -----------    -----------    -----------
          NET CASH (USED) BY
                INVESTING ACTIVITIES                               (65,884)      (816,809)    (1,122,026)
CASH FLOWS FROM FINANCING ACTIVITIES
      Redemption of Preferred stock                                   --             --             --
      Proceeds from Notes payable                                     --        2,000,000      2,000,000
      Sale of Common stock                                            --             --          737,400
     Stock subscription advances                                   (49,902)          --           49,902
                                                               -----------    -----------    -----------
          NET CASH PROVIDED BY
                FINANCING ACTIVITIES                               (49,902)     2,000,000      2,787,302
                                                               -----------    -----------    -----------
NET INCREASE IN CASH                                              (339,055)       539,014        284,093
CASH FROM OTISH DIAMOND MERGER                                        --             --              192
CASH AT BEGINNING OF PERIOD                                        573,438         34,424           --
                                                               -----------    -----------    -----------
CASH AT END OF PERIOD                                          $   234,383    $   573,438    $   284,285
                                                               ===========    ===========    ===========

                                      See accompanying notes to financial statements.
</TABLE>

                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                                        GULF COAST OIL & GAS, INC.
                                      (An Exploration Stage Company)
                                     STATEMENT OF STOCKHOLDERS EQUITY
               For the period beginning August 4, 2003 (Inception) through December 31, 2007


                            Series A
                                                                                       ADDITIONAL
                                Preferred Stock                  Common Stock          CONTRIBUTED   RETAINED
                             SHARES          AMOUNT          SHARES         AMOUNT       CAPITAL      DEFICIT
                          ---------------------------------------------------------------------------------------
<S>                             <C>       <C>             <C>           <C>            <C>          <C>
Balance August 4, 2003             --      $      --             --     $      --     $      --      $      --
     Shares issued for
     services                      --             --       24,300,000        24,300       (16,200)          --
     Shares issued for
     cash                          --             --       11,700,000        11,700       162,300           --
     Shares issued for
     mineral rights                --             --        9,000,000         9,000        62,250           --
     Merger with Otish
     Mountain Company         1,000,000          1,000        323,283           324          (216)        (1,167)
     Net loss for the
     period                        --             --             --            --            --          (94,138)
                            -----------    -----------    -----------   -----------   -----------    -----------

Balance December 31, 2003     1,000,000          1,000     45,323,283        45,324       208,134        (95,305)
     Shares issued for
     services                      --             --       60,900,000        60,900     5,119,100           --
     Shares issued for
     mineral rights                --             --              150          --              53           --
     Shares issued for
     cash                          --             --        7,902,000         7,902       255,498           --
     Redemption of
     Preferred Shares        (1,000,000)        (1,000)          --            --            --             --
     Net loss for the
     period                        --             --             --            --            --       (6,013,462)
-------------------------   -----------    -----------    -----------   -----------   -----------    -----------
Balance at December 31, 2004       --             --      114,125,433       114,126     5,582,785     (6,108,767)
     Shares issued for
     Debt                          --             --          996,360           996       236,124           --

     Shares sold                   --             --        4,115,000         4,115       295,885           --
     Shares issued for
     services                      --             --          300,000           300        23,700           --
     Stock subscription
     advance                       --             --             --            --            --             --
     Net loss for the

     period                        --             --             --            --            --         (186,943)
                            -----------    -----------    -----------   -----------   -----------    -----------
Balance at December 31, 2005       --             --      119,536,793       119,537     6,138,494     (6,295,710)
     Shares issued for
     debt                          --             --       13,341,841        13,342        19,107           --
     Shares issued for
     services                      --             --        2,000,000         2,000          --             --
     Net (loss) income
     for the period                --             --             --            --            --         (754,715)
                            -----------    -----------    -----------   -----------   -----------    -----------

Balance December 31, 2006          --             --      134,878,634       134,879     6,157,601     (7,050,425)
     Shares issued for
     debt                          --             --      537,061,084       537,061       485,462           --
     Shares issued for
     services                      --             --        1,700,000         1,700          --             --
     Repayment of
     advanced funds                --             --             --            --            --             --
     Net (loss) income
     for the period                --             --             --            --            --         (537,701)
                            -----------    -----------    -----------   -----------   -----------    -----------
Balance December 31, 2007          --      $      --      673,639,718   $   673,640   $ 6,643,063    $(7,588,126)
                            ===========    ===========    ===========   ===========   ===========    ===========






                          ACCUMULATED
                             OTHER        STOCK
                         COMPREHENSIVE SUBSCRIPTION
                            INCOME       ADVANCES        TOTAL
                         --------------------------------------------

Balance August 4, 2003   $      --     $      --      $      --
     Shares issued for
     services                      --            --            8,100
     Shares issued for
     cash                          --            --          174,000
     Shares issued for
     mineral rights                --            --           71,250
     Merger with Otish
     Mountain Company              --            --              (59)
     Net loss for the
     period                        --            --          (94,138)
                            -----------   -----------    -----------


Balance December 31,
                     2003          --            --          159,153
     Shares issued for
     services                      --            --        5,180,000
     Shares issued for
     mineral rights                --            --               53
     Shares issued for
     cash                          --            --          263,400
     Redemption of
     Preferred Shares              --            --           (1,000)
     Net loss for the
     period                        --            --       (6,013,462)
-------------------------   -----------   -----------    -----------
Balance at December 31,
                     2004          --            --         (411,856)
     Shares issued for
     Debt                          --            --          237,120


     Shares sold                   --            --          300,000
     Shares issued for
     services                      --            --           24,000
     Stock subscription
     advance                       --          49,902         49,902
     Net loss for the

                                                        -----------
     period                        --            --         (186,943)
                            -----------   -----------    -----------
Balance at December 31,
                     2005          --          49,902         12,223
     Shares issued for
     debt                          --            --           32,449
     Shares issued for
     services                      --            --            2,000
     Net (loss) income

                                         -----------    -----------
     for the period             273,419          --         (481,296)
                            -----------   -----------    -----------


Balance December 31,
                     2006       273,419        49,902       (434,624)
     Shares issued for
     debt                          --            --        1,022,523
     Shares issued for
     services                      --            --            1,700
     Repayment of
     advanced funds                --         (49,902)       (49,902)
     Net (loss) income
     for the period               8,333          --         (529,368)
                            -----------   -----------    -----------
Balance December 31, 2007   $   281,752   $      --      $    10,329
                            ===========   ===========    ===========



                See accompanying notes to financial statements.
</TABLE>

                                      F-6
<PAGE>



                           GULF COAST OIL & GAS, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2007


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

HISTORY

Otish Mountain Diamond Company (formerly First Cypress, Inc.), a Nevada
corporation, was organized on September 14, 1999. From inception to September
30, 2003, the Company had not generated any revenues and was considered a
development stage enterprise, as defined in Financial Accounting Standards Board
No. 7. The Company was in the process of developing an internet computer
software program known as EngineMax. Essentially, software development was
suspended in November 2002 due to cash flow constraints. In October 2002, the
Company acquired certain items constituting the "Money Club Financial" business
concept and business plan. Due to the Company's inability to raise the necessary
equity capital to further the Money Club Financial business concept, no monies
were spent furthering the business concept from the date of acquisition to
September 30, 2003. The Company discontinued its involvement in these operations
in the third quarter of 2003.

On November 30, 2003, the Company successfully acquired 100% of Otish Mountain
Diamond Corp. ("Otish Corp."). The business activities of Otish Corp. became the
business activities of the Company. In connection with the merger the
capitalization of the Company was amended to reflect a 220:1 reverse stock split
and to increase the authorized capital to 600,000,000 shares, consisting of
500,000,000 common shares with a par value of $0.001, and 100,000,000 preferred
shares with a par value of $0.001. Also, 1,000,000 shares of a Serial A
Preferred were issued for services rendered. Finally, the then president of the
Company entered into two agreements with the Company; one, assumed all the known
liabilities of the company, and the second, agreed to convert debt owed the
president of $236,000 into 236,000 shares of Company common stock.

The Company's income statement at the date of merger was as follows:

                  Revenues                   $  -0-
                  Expenses:
                  Exploration costs           $36,293
                  Administrative             $136,284
                  Net Loss                   $172,577

Otish Mountain Diamond Corp. was incorporated in the state of Nevada on August
4, 2003. The Company was formerly engaged in the mining and exploration business
and had mineral rights in the Otish Mountain and Superior Craton regions of
Canada.

On November 30, 2003, the Company declared a 1 for 220 reverse stock split. On
July 13, 2005, the Company declared a 3 for 1 forward stock split. All shares
amount referenced in these footnotes represent the share equivalents after
taking into account, to the extent applicable, the effect of the reverse stock
split and the forward stock split. All share amounts in the financial statements
have also been adjusted retroactively for the reverse and forward stock split.

In August and November 2003, the Company issued 40,909 shares of its common
stock and paid $77,745 for mineral rights in the Otish Mountain and Superior
Craton regions of Quebec, Canada.

                                      F-7
<PAGE>


                           GULF COAST OIL & GAS, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2007

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED


In the first quarter of 2004 the Company issued 60,900,150 shares of common
stock for services valued at $5,180,053. Valuation was based on the approximate
trading value of the Company's shares on the date issued.

During the third quarter of 2004 the Company issued 7,902,000 shares of common
stock to liquidate $263,400 of advances.

On January 13, 2005, the Company changed its name to Gulf Coast Oil & Gas, Inc.

On April 15, 2005, the Company settled an accounts payable debt of $232,120 for
696,360 shares of common stock.

On May 2, 2005, the Company received $100,000 for 1,665,000 shares of common
stock.

On May 26, 2005, the Company settled a current period debt of $5,000 for 300,000
of common stock.

On June 17, 2005, the Company received $100,000 for 1,200,000 shares of common
stock.

On July 17, 2005, the Company received $50,000 for 625,000 shares of common
stock.

On August 15, 2005, the Company issued 300,000 shares of common stock for
consulting services valued at $24,000.

On September 26, 2005, the Company received $50,000 for 625,000 shares of common
stock.

On November 14, 2006, the Company issued 1,500,000 shares of common stock for
consulting services valued at $24,000.

On December 31, 2006, the Company issued 500,000 shares of common stock for
consulting services valued at $11,000.

On January 1, 2007, the Company issued 1,700,000 shares of common stock for
consulting services valued at $1,700.


FINANCIAL STATEMENT PRESENTATION
The Company was a shell at the time of the acquisition having only $192 in
assets; the acquisition was treated as a reverse merger whereby the acquired
company is treated as the acquiring company for accounting purposes.

AN EXPLORATION STAGE COMPANY
The Company is an Exploration Stage Company since it is engaged in the search
for mineral deposits, which are not in the development or productions stage. As
an exploration stage company the Company will present, Since Inception, results
on its statements of operations, stockholders' equity and cash flows.

                                      F-8
<PAGE>


                           GULF COAST OIL & GAS, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2007



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents. There was no cash paid during the periods for interest or
taxes.


PROPERTY AND EQUIPMENT
Property and equipment are carried at cost. Maintenance, repairs and renewals
are expensed as incurred. Depreciation of property and equipment is provided for
over their estimated useful lives, which range from three to five years, using
the straight-lined method.


WEBSITE DEVELOPMENT COSTS
The Company has expended $1,500 in Website Development Costs, for internal use
software. These costs are being amortized over a three year estimated life.


MINERAL RIGHTS
The Company uses the "full costs method" of accounting for its mineral reserves.
Under this method of accounting, properties are divided into cost centers. The
Company presently has two cost centers. All acquisition, exploration, and
development costs for properties within each cost center are capitalized when
incurred. The Company intends to deplete these costs equally over the estimated
units to be recovered from the properties. These costs were written off at
December 31, 2004 as part of the cost of mineral rights abandoned.

DEPOSIT ON INTEREST IN UNPROVED OIL AND GAS LEASES
On June 8, 2005, the Company paid $100,000 to acquire, subject to lease
availability, a 75% working interest in oil and gas leases in Louisiana. Under
the terms of the agreement the Company will pay 100% of the costs of
acquisition, exploration and development of the leases, the lease are subject to
overriding royalties, and has one year to submit the remaining portion of the
total costs. In the event the leases are unavailable, the funds advanced, less
expense incurred will be returned to the Company.

On August, 2006, the Company paid $30,000 to renew the lease in Louisiana for
two additional years.

On May 9, 2006, the Company paid a deposit of $262,500 on oil and gas property
(the Weil 8-C) in Corpus Christi Texas. Under the agreement, the Company
acquired an undivided 28% working interest and a 21% net revenue interest in the
Weil 8-C well for a 46.66% billing interest.

On August 1, 2006, the Company paid $104,533 to hookup the 8-C to bring the well
production ready. The facility had not been placed into service at December 31,
2006. When placed into service the asset will be moved from investments to fixed
assets and depreciated on a straight-line basis over a seven year life.

On August 15, 2006, the Company paid a deposit of $108,251 on oil & gas
property, namely, the Weil 3-C, in Corpus Christi Texas. Under the agreement,
the Company acquired an undivided 28% working interest and a 21% net revenue
interest in the Weil 3-C well for a 46.66% billing interest.

                                      F-9
<PAGE>


                           GULF COAST OIL & GAS, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2007



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED


On August 31, 2006, The Company paid a deposit of $134,520.78 on oil & gas
property, namely, the Weil 7-C, in Corpus Christi Texas. Under the agreement,
the Company acquired an undivided 28% working interest and a 21% net revenue
interest in the Well 7-C well for a 46.66% billing interest.

On September 19, 2006, the Company paid $135,948.57 to bring the 3-C and 7-C
wells into production as well as convert both the 2-C and 6-C wells on property
to Salt Water disposal wells. It is the intent of the Company to offer Salt
Water disposal services to neighboring companies as a side revenue generating
service. The facility had not been placed into service at December 31, 2006.
When placed into service the assets will be moved from investments to fixed
assets and depreciated on a straight-line basis over a seven year life.

USE OF ESTIMATES
The preparation of the consolidated 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.

NOTE 2 - MINERAL RIGHTS

Otish Mountain Diamond Corporation

On August 19, 2003 the Company purchased the mineral rights for 60,933 acres in
the Otish Mountain and Superior Craton regions of Quebec, Canada. The claims
were purchased for $42,506 and 17,045 shares of common stock. The Company is
required to spend a minimum of $135 CDN per mining claim on exploration before
the expiration date of each claim. The Company is required to spend $105 CDN per
claim maintenance/renewal fee to the appropriate governmental authority before
the expiration date of the mining claim. If the Company fails to meet its
obligations under this agreement the seller has the option to make the
expenditures and to reassume title to the mining claims.

On November 4, 2003 the Company purchased the mineral rights for 775 acres in
the Otish Mountain region of Quebec, Canada. The Claims were purchased for
$1,855 and 3409 shares of common stock. The Company is required to pay a 2%
royalty of the net smelter returns and a 2% royalty on the gross overriding
royalty as defined in the agreement. The Company shall also pay to the seller
$5,000 CDN minimum annual advance royalty beginning on November 1, 2004 and each
year thereafter. The Company is also required to keep the property in good
standing for 1 year or the seller shall be entitled to reacquire the claims.

On November 4, 2003 the Company entered into a joint venture agreement for the
mineral rights for 15,361 acres in the Otish Mountain region of Quebec, Canada.
The investment was $33,383 and 20454 shares of common stock. The Company paid
the required claim tax/renewal fees of $12,495 CDN by the due date of November
27, 2003. The Company was required to make a minimum advanced royalty payment of
$15,000 CDN once mining stage began. Royalties were subject to underlying
royalties of 2% of the net smelter returns and 2% of the gross overriding
royalty as defined in the agreement. The Company's total outlay for the joint
venture was not to exceed $375,000 CDN. The Company owned 45% of the joint
venture.

                                      F-10
<PAGE>


                           GULF COAST OIL & GAS, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2007



NOTE 2 - MINERAL RIGHTS - CONTINUED

At December 31, 2004 the Company decided to abandon the above mineral rights.
The balance of the rights and the net book value of the website development
costs were expensed. The total amount written off was $195,226.

NOTE 3 - DEPOSIT ON INTEREST IN UNPROVED OIL AND GAS LEASES

On June 8, 2005, the Company paid $100,000 to acquire, subject to lease
availability, a 75% working interest in oil and gas leases in Louisiana. Under
the terms of the agreement the Company will pay 100% of the costs of
acquisition, exploration and development of the leases, the leases are subject
to overriding royalties, and has one year

to submit the remaining portion of the total costs. In the event the leases are
unavailable, the funds advanced, less expenses incurred will be returned to the
Company.

On August, 2006, the Company paid $30,000 to renew the lease in Louisiana for
two additional years.

On May 9, 2006, the Company paid a deposit of $262,500 on oil and gas property
(the Weil 8-C) in Corpus Christi Texas. Under the agreement, the Company
acquired an undivided 28% working interest and a 21% net revenue interest in the
Weil 8-C well for a 46.66% billing interest.

On August 1, 2006, The Company paid $104,533 to hookup the 3-C to bring the well
production ready. The facility had not been placed into service at December 31,
2006. When placed into service the asset will be moved from investments to fixed
assets and depreciated on a straight-line basis over a seven year life.

On August 15, 2006, the Company paid a deposit of $108,251 on oil & gas
property, namely, the Weil 3-C, in Corpus Christi Texas. Under the agreement,
the Company acquired an undivided 28% working interest and a 21% net revenue
interest in the Weil 3-C well for a 46.66% billing interest.

On August 31, 2006, The Company paid a deposit of $134,520.78 on oil & gas
property, namely, the 7-C in Corpus Christi Texas. Under the agreement, the
Company acquired an undivided 28% working interest and a 21% net revenue
interest in the Well 7-C well for a 46.66% billing interest.

On September 19, 2006, the Company paid $135,948.57 to bring the 3-C and 7-C
wells into production as well as convert both the 2-C and 6-C wells on property
to Salt Water disposal wells. It is the intent of the Company to offer Salt
Water disposal services to neighboring companies as a side revenue generating
service. The facility had not been placed into service at December 31, 2006.
When placed into service the asset will be moved from investments to fixed
assets and depreciated on a straight-line basis over a seven year life.

During the second quarter 2007 the Company invested $15,988 on the Corpus
Christi Project. In the first quarter of 2007, all the wells, except the
Louisiana wells generated revenues. Accordingly $49,897 was transferred to
depreciable assets and $732,926 to Oil reserves.


                                      F-11
<PAGE>


                           GULF COAST OIL & GAS, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2007



NOTE 4 - NOTES PAYABLE

On February 1, 2006, the Company entered into a Securities Purchase Agreement
with Cornell Capital Partners, L.P., Certain Wealth, Ltd., and TAIB Bank, B.S.C.
pursuant to which the Buyers agreed to purchase secured convertible debentures
in the principal amount of $2,000,000. On February 2, 2006 the Company sold and
issued $1,000,000 in principal amount of Debentures to the Buyers. In connection
with the Securities Purchase Agreement, the Company issued Cornell Capital
five-year warrants to purchase 30,000,000 shares of our common stock at the
following exercise prices: 7,500,000 at $0.02 per share, 7,500,000 at $0.03 per
share, 5,000,000 at $0.04 per share, 5,000,000 at $0.05 per share, and 5,000,000
at $0.06 per share.

The debentures are convertible at the option of the Buyers any time up to
maturity into shares of the Company's common stock. The debentures have a
three-year term and accrue interest at 10% per year. All unpaid interest and
principal are due on or before February 1, 2009.

On April 5, 2006, the Company sold the balance, $1,000,000, of the secured
convertible debentures. The terms and conditions are the same. The debentures
have a three-year term and accrue interest at 10% per year. All unpaid interest
and principal are due on or before April 5, 2009.

On September 14, 2006, the Company exchanged 892,857 shares of common stock for
the retirement of $20,000 of convertible notes payable.

In the fourth quarter of 2006, the Company exchanged 12,448,984 shares of common
stock for the retirement of $12,449 of convertible notes payable.

In the first quarter of 2007, the Company exchanged 22,730,158 shares of common
stock for the retirement of $170,000 of convertible notes payable.

In the second quarter of 2007, the Company exchanged 88,728,878 shares of common
stock for the retirement of $277,049 of convertible notes payable.

In the Third quarter of 2007, the Company exchanged 291,837,000 shares of common
stock for the retirement of $440,280 of convertible notes payable/

In the Fourth quarter of 2007, the Company exchanged 135,193,840 shares of
common stock for the retirement of $135,194 of convertible notes payable.

At year end, the Company no longer had the necessary shares of common stock in
treasury to effect the conversion of the notes to common stock as required under
the convertible loan agreements. The Company is now in default on the balance of
the Debentures.


Maturities of long term debt:

                  2006                                        $     -0-
                  2007                                        $     -0-
                  2008                                        $     -0-
                  2009                                        $    943,028

                                      F-12
<PAGE>


                           GULF COAST OIL & GAS, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2007



NOTE 5 - DERIVATIVE LIABILITY ARISING FROM WARRANTS

The Company accounts for debt with embedded conversion features and warrant
issues in accordance with EITF 98-5: ACCOUNTING FOR CONVERTIBLE SECURITIES WITH
BENEFICIAL CONVERSION FEATURES OR CONTINGENCY ADJUSTABLE CONVERSION and EITF No.
00-27: APPLICATION OF ISSUE NO 98-5 TO CERTAIN CONVERTIBLE INSTRUMENTS.
Conversion features determined to be beneficial to the holder are valued at fair
value and recorded to additional paid in capital. The Company determines the
fair value to be ascribed to the detachable warrants issued with the convertible
debentures utilizing the BLACK-SCHOLES method. Any discount derived from
determining the fair value to the debenture conversion features and warrants is
amortized to financing cost over the life of the debenture. The unamortized
discount, if any, upon the conversion of the debentures is expensed to financing
cost on a pro rata basis.

Debt issue with the variable conversion features are considered to be embedded
derivatives and are accountable in accordance with FASB 133; ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. The fare value of the embedded
derivative is recorded to derivative liability. This liability is required to be
marked each reporting period. The resulting discount on the debt is amortized to
interest expense over the life of the related debt.

NOTE 6 - SERIES A PREFERRED STOCK

Each share of preferred has 15 votes compared to each share of common, which has
only one vote. In the second quarter 2004 all outstanding shares of Preferred
Stock were redeemed for $1,000.

NOTE 7 - RELATED PARTIES

The Company owes its present President $43,619 and $47,119 for compensation and
expense reimbursement at December 31, 2007 and December 31, 2006 respectively.

NOTE 8 - GOING CONCERN

The Company has not generated significant revenues or profits to date. This
factor among others may indicate the Company will be unable to continue as a
going concern. The Company's continuation as a going concern depends upon its
ability to generate sufficient cash flow to conduct its operations and its
ability to obtain additional sources of capital and financing.

In early 2007, the Company anticipated that revenues from the three producing
wells of the Corpus Christi Project would be sufficient to fund its overhead
costs for the near term. While the Corpus Christi Project has generated $209,821
in revenues, the wells have not recently produced at anticipated levels. As a
result, the Company intends to expend additional monies reworking Weil 8-C in an
effort to stimulate production by entering additional up-hole zones. There can
be no assurances that we will be successful in our efforts to stimulate
production and production from these wells may continue to be insufficient to
fund ongoing expenses. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



                                      F-13


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