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

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


                                  FORM 10-KSB/A


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

(MARK ONE)
|X|  ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934.

      FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

                                       OR

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

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

                             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
               HOUSTON, TX                                         77057
(Address of principal executive offices)                         (Zip Code)


                    ISSUER'S TELEPHONE NUMBER: (713) 821-1731

      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 EACH 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 disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of issuer'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. [ ]

State issuer's revenues for its most recent fiscal year: $0.00.

State the aggregate market value of the voting and non-voting common stock held
by non-affiliates of the issuer computed by reference to the price at which the
common stock was sold, or the average bid and asked prices of such common stock,
as of a specified date within the past 60 days. Approximately $3,297,177.38 as
of March 20, 2006. The aggregate market value was based upon 103,036,793 shares
held by non-affiliates and the closing price of $0.032 per share for common
stock on the Over-the-Counter Bulletin Board as of March 20, 2006.

Number of shares of the issuer's common stock, par value $.001, outstanding as
of March 20, 2006: 119,536,793

DOCUMENTS INCORPORATED BY REFERENCE: NONE.

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


<PAGE>


                           GULF COAST OIL & GAS, INC.
                                   Form 10-KSB
                                TABLE OF CONTENTS
                                -----------------
                                                                            PAGE
                                                                            ----
PART I

ITEM 1.            DESCRIPTION OF BUSINESS                                    1

ITEM 2.            DESCRIPTION OF PROPERTY                                    3

ITEM 3.            LEGAL PROCEEDINGS                                          3

ITEM 4.            SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS          3

PART II

ITEM 5.            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS   4

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

ITEM 7.            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                16

ITEM 8.            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON           16
                   ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 8A            CONTROLS AND PROCEDURES                                    16

PART III

ITEM 9.            DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                   CONTROL PERSONS OF THE REGISTRANT;
                   COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT          17

ITEM 10.           EXECUTIVE COMPENSATION                                     18

ITEM 11.           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                   OWNERS AND MANAGEMENT                                      19

ITEM 12.           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS             19

ITEM 13.           EXHIBITS                                                   19

ITEM 14.           PRINCIPAL ACCOUNTANT FEES AND SERVICES                     21

                   FINANCIAL STATEMENTS                                      F-1



<PAGE>



                                     PART I

THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A "SAFE HARBOR"
FOR FORWARD LOOKING STATEMENTS. This Form 10-KSB contains statements that are
not historical facts. These statements are called "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. 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. 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 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 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. 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 plan to undertake oil and gas exploration projects in the continental United
States. Our goal is to achieve profitable results as quickly as possible.
Therefore, 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.

We have not produced revenues and have been dependent on debt and equity
financings to finance our operations. As of December 31, 2005, we had cash of
approximately $34,000. 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. On February 2, 2006 we sold and issued $1,000,000 in
principal amount of debentures to the Buyers. The proceeds of this financing
will allow us to begin implementing our business plan as detailed herein.


                                      -1-
<PAGE>


                                SARATOGA PROSPECT

We currently have an interest in one drilling project. 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,
an 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 have 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 July and August of 2005, Bourgeois Energy, Inc. entered into standard form
Oil, Gas and Mineral Leases with the owners of approximately 280 acres of land
in the Saratoga Formation. Each of the leases is for a term of three years;
provided that if the property or unit of which the property is a part is
producing oil, gas or other minerals at that time, the lease shall continue in
effect for as long as that mineral is produced. The property is accessible from
Highway 6 and a local farm to market road, both of which are public roads owned
and maintained by the State of Louisiana.

None of the land that is the subject to the leases has ever been drilled,
although there have been and continue to be a number of commercially producing
wells in the same geologic trend, including two currently producing wells
operated by Superior Oil Incorporated just to the North of the leased property.
At this time, the project is considered exploratory as neither proven (measured)
nor probable (indicated) reserves have been established by an engineering firm.

We plan to finance the exploratory program with the proceeds of the convertible
debenture financing. Upon receipt by Bourgeois Energy, Inc. of the additional
funding for the project, it will apply for a permit for the drilling from the
State of Louisiana. It will also obtain liability and workers compensation
insurance, prepare the property for drilling, lease rigs, purchase equipment,
hire personnel, and generally handle all aspects of the drilling program.
Bourgeois Energy plans to drill the Saratoga prospect vertically to a depth of
approximately 3000 feet with the option of stimulating the well for increased
production using lateral jetting technologies. We estimate that it will take
from four to six months from initial funding to complete the exploratory
drilling program.

                                  BUSINESS PLAN


We plan to use the proceeds from the convertible debentures to fund our
operating costs, to explore and possibly develop the Saratoga prospect, and to
identify, explore and develop, either on our own or in conjunction with others,
three to five additional oil & gas prospects over the next eighteen months. We
believe that there exists in the United States potentially profitable oil and
gas projects that, because of their relatively small barrel potential, have been
neglected by major oil companies.


The price of oil has been increasing over the past several years. For example,
according to information published by the Energy Information Administration on
its website at http://tonto.eia.doe.gov, the United States spot price for crude
oil increased from around $30 per barrel throughout 2003 to $64.67 per barrel
for the week ending May 12, 2006. This increase in oil prices has made the
projects described above more attractive at this time. We will seek to invest in
these types of projects and others consistent with our goal to generate positive
cash flow at the earliest possible date.

                                    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.


                                      -2-
<PAGE>


We are in the process of recruiting a management team and plan to hire to roll
out our business plan.

                                  COMPETITION

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.

               GOVERNMENT REGULATION AND ENVIRONMENTAL COMPLIANCE

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.

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, please see
"Item 1 - 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, 2005.


                                      -3-
<PAGE>


                                     PART II

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

Gulf Coast Oil & Gas, Inc.'s Common Stock trades on the NASDAQ'S OTC Bulletin
Board under the symbol GCOG . The high and low closing bid information for our
Common Stock during the year ended December 31, 2005 is based on information
received from Pink Sheets, LLC based on trading information as reported by the
NASD Composite Feed or other qualified interdealer quotation medium.

            QUARTER ENDED                                 HIGH        LOW
               March 31, 2004                           $  0.86    $   0.26
               June 30, 2004                            $  1.13    $   0.33
               September 30, 2004                       $  0.48    $   0.25
               December 31, 2004                        $  0.37    $   0.20
               March 31, 2005                           $  0.40    $   0.17
               June 30, 2005                            $  0.38    $   0.16
               September 30, 2005                       $  0.37    $  0.285
               December 31, 2005                        $ 0.095    $  0.027

The quotations reflect inter-dealer price, without mark-up, mark-down or
commission and may not represent actual transactions. As of March 20, 2006,
there were approximately 37 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, 2005

On April 15, 2005, the Company settled a prior period debt 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
shares 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.


                                      -4-
<PAGE>


In connection with the securities that were issued for cash, no underwriting
discounts or commissions were paid. Issuance of the securities in each of the
transactions was exempt from registration pursuant to Section 4(2) of the
Securities Act. The underlying securities were issued to accredited investors in
private transactions without the use of any form of general solicitation or
advertising. The underlying securities are "restricted securities" subject to
applicable limitations on resale.

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.

The following discussion and analysis should be read together with the
Consolidated Financial Statements and the accompanying notes to the Consolidated
Financial Statements included elsewhere in this Report.

                                     GENERAL

 We plan to undertake oil and gas exploration projects in the continental United
States. Our goal is to achieve profitable results as quickly as possible.
Therefore, 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, 2005, cash and cash equivalents were $34,424. Total liabilities
at December 31, 2005 were $129,439 consisting of all current liabilities.

At December 31, 2005, other assets included $5,248 in receivables and a deposit
on interest in unproved oil and gas leases of $100,000.

As of December 31, 2005, our working capital deficit was $89,767 as compared to
$180,667 at December 31, 2004.


                                      -5-
<PAGE>


                              RESULTS OF OPERATIONS



YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004

REVENUES

The Company did not generate any revenues in the year ended December 31, 2005 or
the year ended December 31, 2004 and has not generated any revenues to date.

EXPLORATION COSTS

Exploration Costs during the year ended December 31, 2005 decreased to ($46,789)
from $192,127 in the same period in 2004. The decrease was the result of the
cessation by the Company of its diamond mining exploration activities as of
December 31, 2004 and the receipt of a refund of a deposit during 2005.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses during the year ended December 31, 2005
decreased to $291,395 from $5,388,206 in the same period in 2004. This decrease
was primarily due to the cessation by the Company of its diamond mining
exploration activities as of December 31, 2004.

NET LOSS TO COMMON SHAREHOLDERS


Net loss to common shareholders was approximately $186,943 or $(0.00) per share
for the year ended December 31, 2005 as compared to a net loss of $5,781,342 or
$(0.57) for the year ended December 31, 2004. The decrease in net loss for the
year was principally due to a decrease in administrative expenses and
exploration costs as set forth above.


ACCUMULATED DEFICIT

Since inception, we have incurred substantial operating losses and expect to
incur substantial additional operating losses over the next several years. As of
December 31, 2005, our accumulated deficit was $6,063,590.

                                RECENT FINANCING

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.
On February 2, 2006 we sold and issued $1,000,000 in principal amount of
debentures to the Buyers.

Pursuant to the Securities Purchase Agreement, we are 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 have 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 is required to register. To
that end, we have filed a Definitive Proxy Statement with the Securities and
Exchange Commission on March 15, 2006 and have commenced the process of
soliciting consents from our shareholders. We have established April 24, 2006 as
the final date for the receipt of consents, which may be extended at our
discretion. Assuming this condition is met, or waived or modified by the Buyers,
we expect to close on the additional $1,000,000 two days before we file the
Registration Statement.


                                      -6-
<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 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
selling stockholders 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.

                                PLAN OF OPERATION

We do not plan to make any material capital expenditures except in connection
with our exploratory drilling activities that we plan to fund with a portion of
the proceeds of the convertible debentures. The Company does anticipate hiring
several employees to round out its management team over the next several months.

We anticipate that the proceeds from the sale of the convertible debentures will
be sufficient to permit us to fund ongoing overhead expenses, pursue the
Saratoga prospect and participate in an additional three to five oil and gas
projects over the next twelve to eighteen months. The Company plans to keep its
overhead costs to a bare minimum in order to maximize its ability to participate
in projects and will evaluate the need for capital on a regular basis. We may
need additional capital in order to participate in additional projects beyond
the three to five that we plan to engage in over the next twelve to eighteen
months. The timing of any additional financing will depend in part on the
success of our initial projects. We have no commitments for any financing and
such financing may not be available when needed.




                                      -7-
<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 March 5, 2006 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 expect to incur additional
     operating losses over the next several years. As of December 31, 2005, we
     had an accumulated deficit of approximately $6.063 Million.

     We have financed our operations since inception primarily through equity
     financings, loans from shareholders and other related parties. We have
     recently entered into a number of financing transactions and are continuing
     to seek other financing initiatives. We will 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.

     Subsequent to December 31, 2005, as more fully set forth in "Management's
     Discussion and Analysis of Financial Condition and Results of Operations",
     in February of 2006 we received net proceeds in the amount of $850,000 from
     the sale of convertible debentures to the selling shareholders. We
     anticipate that we will have sufficient funds to operate and pursue our
     business plan for approximately twelve to eighteen months. After that date,
     we expect to have a need for additional capital. We expect to make
     substantial capital expenditures in our exploration and development
     projects. Without additional capital resources, our drilling and other
     activities may be curtailed, new projects may not be commenced and our
     business, financial condition and results of operations may suffer. We may
     not be able to secure additional financing on reasonable terms or at all.

WE HAVE A WORKING CAPITAL LOSS, WHICH MEANS THAT OUR CURRENT ASSETS ON
DECEMBER 31, 2005 WERE NOT SUFFICIENT TO SATISFY OUR CURRENT LIABILITIES.

     We had a working capital deficit of $86,767 at December 31, 2005, which
     means that our current liabilities exceeded our current assets on December
     31, 2005. Current assets are assets that are expected to be converted to
     cash within one year and, therefore, may be used to pay current liabilities
     as they become due.


                                      -8-
<PAGE>


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

     We incurred net losses of approximately $6.063 Million from August 4, 2003
     (date of inception) to December 31, 2005, including approximately $186,000
     of net loss to common shareholders in the year ended December 31, 2005.
     Although we will attempt to achieve profitability through our pursuit of
     our business plan, we have not generated revenues to date and cannot assure
     you that we will obtain revenues or achieve profitability.

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

     The convertible 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;

     (iii)  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 lender 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 and purchasers of our stock or
            convertible securities.

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 March 24, 2006,
     we had 119,536,793 shares of common stock outstanding, without taking into
     account shares issuable upon exercise of the convertible debentures or
     warrants. This does not include the shares which may be issued to the
     Buyers pursuant to the convertible debentures and warrants.

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

     The common stock to be issued under the convertible debentures will be
     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 decline.

THE ISSUANCE OF STOCK UNDER THE CONVERTIBLE 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 convertible
     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


                                      -9-
<PAGE>

     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.

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.


                                      -10-
<PAGE>


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.

    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.


                                      -11-
<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.


                                      -12-
<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 March 24, 2006, we had 119,536,793 shares of common stock
     outstanding, without taking into account shares issuable upon exercise of
     the outstanding debentures and warrants.

     We have agreed to register for resale by the Buyers an additional
     544,403,329 shares of common stock outstanding. All of these shares of
     common stock may be immediately resold in the public market upon
     effectiveness of the accompanying registration statement.


                                      -13-
<PAGE>


     The Buyers intend to sell in the public market the shares of common stock
     being registered. That means that up to 544,403,329 shares of common stock,
     the number of shares being registered may be sold. Such sales may cause our
     stock price to decline.

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.


                                      -14-
<PAGE>


ITEM 8A. CONTROLS AND PROCEDURES

As of December 31, 2005, an evaluation was carried out under the supervision of
our Chief Executive Officer, who serves as our Principal Executive Officer and
our Principal Financial and Accounting Officer, of the effectiveness of
disclosure controls and procedures. Based on that evaluation, the Chief
Executive Officer has concluded that disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company in
reports that the Company file or submit under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms. No changes in the Company's internal control
over financial reporting that have materially affected, or are reasonably likely
to materially affect, its internal control over financial reporting, including
any corrective actions with regard to significant deficiencies and material
weaknesses, occurred during the fourth quarter of fiscal 2005 or subsequent to
the date of the evaluation by its management thereof.


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
REGISTRANT; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.


                        DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information concerning our directors and
executive officers as of March 27, 2006:

NAME                       AGE      POSITION
----                       ---      --------
Rahim Rayani               31       Chairman of the Board and
                                    Chief Executive Officer


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".


                                      -15-
<PAGE>


                                 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 Officers.

            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 the Company's 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, Rahim Rayani failed to timely file a Form 3 relating to his
initial acquisition of shares of the Company's common stock in June of 2005. Mr.
Rayani filed the Form 3 in March of 2006.

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.


                                      -16-
<PAGE>


                             EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation paid by
us during the three years ended on December 31, 2005 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, 2005 and
received total salary and bonus in excess of $100,000 during fiscal year 2005
(the "Named Executive Officers").

                                                                 LONG-TERM
                                                                COMPENSATION
                                                                   AWARDS
                                                                -------------
NAME AND PRINCIPAL POSITION                          OTHER        SECURITIES
AS OF DECEMBER 31, 2005                              ANNUAL       UNDERLYING
                              YEAR      SALARY    COMPENSATION  OPTIONS/SARS (#)
                              ----      ------    ------------  ----------------
Rahim Rayani,                 2005    $ 56,000(1)    -0-            -0-
Chairman and CEO              2004        -0-        -0-            -0-
                              2003        -0-        -0-            -0-




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, 2005, 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
-------------                                --------                -----
Rahim Rayani,
Chairman of the Board and CEO             16,500,000                 13.8%

All Named Executive Officers and
  Directors as a Group (1 person)         16,500,000                 13.8%

-----------------------------------------------
(1) All of the shares are owned directly by Mr. Rayani.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.


(1) Represents $8,000 per month for a period of seven months commencing June 1,
2005. As of December 31, 2005, a portion of Mr. Rayani's salary was deferred due
to the Company's financial condition.



                                      -17-
<PAGE>


ITEM 13. EXHIBITS LIST AND REPORTS ON FORM 8-K

INDEX TO EXHIBITS

 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       (5)
          between the Company and  Cornell Capital Partners, LP,
          Certain Wealth, Ltd. and Taib Bank, B.S.C.(c)
10.2      Investor Registration Rights Agreement dated as of February      (5)
          1, 2006 between the Company 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      (5)
          Company and Cornell Capital Partners, LP, Certain
          Wealth, Ltd. and Taib Bank, B.S.C.(c)
10.4      First Amendment to Investor Registration Rights Agreement        (5)
          dated as of March, 2006 between 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.         (5)
          dated June 17, 2005 relating to the Saratoga Prospect
10.6      Business Consulting Services Agreement between the Company
          and Bourgeois Energy, Inc. (5) dated August 15, 2005
23.1      Consent of Pollard-Kelley Audit Services, Inc.                   (5)
31.1      Certification of Chief Executive Officer and Principal
          Accounting and Financial Officer Pursuant to Section 302         (5)
          of the Sarbanes-Oxley Act.
32.1      Certification of Chief Executive Officer and Principal
          Accounting and Financial Officer Pursuant to Section 906         (5)
          of the Sarbanes-Oxley Act.
99.1      Secured Convertible Debenture issued February 1, 2006 in the     (5)
          amount of $500,000 to Cornell Capital Partners, LP
          (CCP-001)
99.2      Secured Convertible Debenture issued February 1, 2006 in the     (5)
          amount of $250,000 to Certain Wealth, Ltd. (CCP-002)
99.3      Secured Convertible Debenture issued February 1, 2006 in the     (5)
          amount of $250,000 to Taib Bank, B.S.C.(c)(CCP-003)
99.4      Warrant dated as of February 1, 2006 issued to Cornell           (5)
          Capital Partners, LP (7,500,000 shares)
99.5      Warrant dated as of February 1, 2006 issued to Cornell           (5)
          Capital Partners, LP (7,500,000 shares)


                                      -18-
<PAGE>

99.6      Warrant dated as of February 1, 2006 issued to Cornell           (5)
          Capital Partners, LP (5,000,000 shares)
99.7      Warrant dated as of February 1, 2006 issued to Cornell           (5)
          Capital Partners, LP (5,000,000 shares)
99.8      Warrant dated as of February 1, 2006 issued to Cornell           (5)
          Capital Partners, LP (5,000,000 shares)

(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 herewith.


REPORTS ON FORM 8-K

       None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The aggregate fees billed for fiscal 2005 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
2005 were $11,000.00.

The aggregate fees billed for fiscal 2004 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 and services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for fiscal year
2004 were $9,500.00.

AUDIT-RELATED FEES

The aggregate fees billed in each of fiscal 2005 and 2004 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 2005 and 2004 for professional
services rendered by our principal accountant tax compliance, tax advice and tax
planning were $0 and $0, respectively.


                                      -19-
<PAGE>


ALL OTHER FEES

The aggregate fees billed in each of fiscal 2005 and 2004 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.


                                      -20-
<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)


                                      -21-
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Gulf Coast Oil and Gas, Inc. and Subsidiary
(Formerly Otish Mountain Diamond Company and Subsidiary)

We have audited the accompanying balance sheets of Gulf Coast Oil and Gas, Inc.
and Subsidiary (Formerly Otish Mountain Diamond Company and Subsidiary) as of
December 31, 2005 and 2004, 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, 2005. 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. 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. 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,
2005 and 2004, and the results of its operations and its cash flows for each of
the two years in the period ended December 31, 2005, in conformity with U.S.
generally accepted accounting standards.

Pollard-Kelley Auditing Services, Inc.

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

Fairlawn, Ohio
March 5, 2006


                                      F-1
<PAGE>

<TABLE>
<CAPTION>


                           GULF COAST OIL & GAS, INC.
            (FORMERLY OTISH MOUNTAIN DIAMOND COMPANY AND SUBSIDIARY)
                         (AN EXPLORATION STAGE COMPANY)
                                 BALANCE SHEETS
                     December 31, 2005 and December 31, 2004

                                                                     DECEMBER 31,   DECEMBER 31,
                           ASSETS                                       2005           2004
                                                                     -----------    -----------
Current Assets
<S>                                                                  <C>            <C>
     Cash in banks                                                   $    34,424    $     1,912
     Accounts receivable -other                                            5,248             --
                                                                     -----------    -----------

          Total Current Assets                                            39,672          1,912
Fixed Assets
     Office equipment                                                      3,550          2,475
     Less accumulated depreciation                                        (2,560)        (1,544)
                                                                     -----------    -----------
                                                                             990            931
Other Assets
     Website costs less accumulated
          amortization of $500 and $0                                      1,000             --
     Deposit on interest in unproved oil and gas leases                  100,000             --
                                                                     -----------    -----------

                                                                         101,000             --
          Total Assets                                               $   141,662    $     2,843
                                                                     ===========    ===========

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
     Accounts payable                                                $    70,672    $    76,997
     Due to shareholder                                                   23,136             --
     Accrued expenses                                                     35,631        105,582
                                                                     -----------    -----------
          Total Current Liabilities                                      129,439        182,579
Stockholders' Equity
      Series A Preferred stock, 1,000,000 shares authorized,
           0 shares outstanding, par value $.001 per share                    --             --
      Common stock, 600,000,000 shares authorized,
           119,536,793 and 114,125,433 shares outstanding at
           respective period ends, par value $.001 per share             119,537        114,126
     Additional contributed capital                                    5,906,374      5,582,785
     Deficit accumulated during exploration stage                     (6,063,590)    (5,876,647)
     Stock subscription advances                                          49,902             --
                                                                     -----------    -----------

                                                                          12,223       (179,736)
                                                                     -----------    -----------
          Total Liabilities and Stockholders' Equity                 $   141,662    $     2,843
                                                                     ===========    ===========

                 See accompanying notes to financial statements.
</TABLE>



                                      F-2
<PAGE>

<TABLE>
<CAPTION>


                           GULF COAST OIL & GAS, INC.
            (FORMERLY OTISH MOUNTAIN DIAMOND COMPANY AND SUBSIDIARY)
                         (AN EXPLORATION STAGE COMPANY)
                             STATEMENT OF OPERATIONS
  For the Years Ending December 31, 2005 and 2004, and for the period beginning
              August 4, 2003 (Inception) through December 31, 2005

                                      YEAR ENDING      YEAR ENDING
                                      DECEMBER 31,     DECEMBER 31,       SINCE
                                         2005             2004           INCEPTION
                                     -------------    -------------    -------------
Revenues
<S>                                  <C>              <C>              <C>
      Sales                          $          --    $          --    $          --

Cost of sales
      Exploration costs                    (46,789)         192,127          159,625
          Gross Profit                      46,789         (192,127)        (159,625)
                                     -------------    -------------    -------------
Expenses
      Administrative                       291,395        5,388,206        5,761,059
                                     -------------    -------------    -------------
                                          (244,606)      (5,580,333)      (5,920,684)
Other income and expenses
      Loss on sale of fixed assets              --             (684)            (684)
      Gain on settlement of debt            67,693               --           67,693
      Foreign exchange (loss) gain         (10,030)          (7,099)         (16,689)
                                     -------------    -------------    -------------
                                            57,663           (7,783)          50,320
                                     -------------    -------------    -------------

Loss from continuing operations           (186,943)      (5,588,116)      (5,870,364)
                                     -------------    -------------    -------------

Discontinued operations
      Mineral rights abandoned                  --         (193,226)        (193,226)
                                     -------------    -------------    -------------


Net Loss                             $    (186,943)   $  (5,781,342)   $  (6,063,590)
                                     =============    =============    =============

Net loss per share
    (Basic and Diluted)              $       (0.00)   $       (0.18)

Average shares outstanding             117,302,001       32,911,401


                 See accompanying notes to financial statements.
</TABLE>


                                      F-3
<PAGE>

<TABLE>
<CAPTION>


                           GULF COAST OIL & GAS, INC.
            (FORMERLY OTISH MOUNTAIN DIAMOND COMPANY AND SUBSIDIARY)
                         (AN EXPLORATION STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS EQUITY
  For the period beginning August 4, 2003 (Inception) through December 31, 2005

                                      SERIES A                                   ADDITIONAL                   STOCK
                                  PREFERRED STOCK             COMMON STOCK       CONTRIBUTED     RETAINED  SUBSCRIPTION
                                  SHARES   AMOUNT        SHARES         AMOUNT     CAPITAL        DEFICIT    ADVANCES       TOTAL
                             -----------  --------  -------------   -----------  -----------   -----------   --------   -----------
<S>                               <C>       <C>        <C>          <C>          <C>           <C>           <C>        <C>
Balance August 4, 2003                --  $     --             --   $        --  $        --   $        --   $     --   $        --
  Shares issued for services          --        --     24,300,000        24,300      (16,200)           --         --         8,100
  Shares issued for cash              --        --     11,700,000        11,700      162,300            --         --       174,000
  Shares issued for
    mineral rights                    --        --      9,000,000         9,000       62,250            --         --        71,250
  Merger with Otish
    Mountain Company           1,000,000     1,000        323,250           324         (216)       (1,167)        --           (59)
  Net loss for the period             --        --             --            --           --       (94,138)        --       (94,138)
                             -----------  --------  -------------   -----------  -----------   -----------   --------   -----------
Balance December 31, 2003      1,000,000     1,000     45,323,250        45,324      208,134       (95,305)        --       159,153
  Correction of beginning
    outstanding shares                --        --             33            --           --            --         --            --
  Shares issued for services          --        --     60,900,000        60,900    5,119,100            --         --     5,180,000
  Shares issued for
    mineral rights                    --        --            150            --           53            --         --            53
  Shares issued for cash              --        --      7,902,000         7,902      255,498            --         --       263,400
  Redemption of
    Preferred Shares          (1,000,000)   (1,000)            --            --           --            --         --        (1,000)
  Net loss for the period             --        --             --            --           --    (5,781,342)        --    (5,781,342)
                             -----------  --------  -------------   -----------  -----------   -----------   --------   -----------
Balance at December 31, 2004          --        --    114,125,433       114,126    5,582,785    (5,876,647)        --      (179,736)
  Shares issued for Debt              --        --        300,000           300        4,700            --         --         5,000
  Shares issued for prior
    period Debt                       --        --        696,360           696         (696)           --         --            --
  Shares sold                         --        --      4,115,000         4,115      295,885            --         --       300,000
  Shares issued for services          --        --        300,000           300       23,700            --         --        24,000
  Stock subscription advance          --        --             --            --           --            --     49,902        49,902
  Net loss for the period             --        --             --            --           --      (186,943)        --      (186,943)
                             -----------  --------  -------------   -----------  -----------   -----------   --------   -----------
Balance at December 31, 2005          --  $     --    119,536,793   $   119,537  $ 5,906,374   $(6,063,590)  $ 49,902   $    12,223
                             ===========  ========  =============   ===========  ===========   ===========   ========   ===========


                 See accompanying notes to financial statements.
</TABLE>


                                      F-4
<PAGE>

<TABLE>
<CAPTION>


                           GULF COAST OIL & GAS, INC.
            (FORMERLY OTISH MOUNTAIN DIAMOND COMPANY AND SUBSIDIARY)
                         (AN EXPLORATION STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
          For the Years Ending December 31, 2005 and 2004, and for the
      period beginning August 4, 2003 (Inception) through December 31, 2005

                                                      QUARTER ENDED    YEAR TO DATE   YEAR ENDING
                                                       DECEMBER 31,     DECEMBER 31,  DECEMBER 31,     SINCE
                                                          2005            2005          2004         INCEPTION
                                                       -----------    -----------    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                    <C>            <C>            <C>            <C>
       Net loss for the period                         $   (92,828)   $  (186,943)   $(5,781,342)   $(6,063,590)
       Adjustments to reconcile net earnings
         to net cash provided (used) by
         operating activities:
           Depreciation                                        161          1,016         10,665         13,617
           Amortization                                        250            500          2,898          4,844
           Services paid by stock                               --         24,000      5,180,000      5,212,100
           Mineral rights abandoned                             --             --        195,226        195,226
          Changes in Current assets and liabilities:
           (Increase) in Accounts receivable - other         4,707         (5,248)            --         (5,248)
           (Decrease) Increase in Accounts payable           7,242         (6,325)        58,982         70,672
           (Decrease) Increase in Accrued expenses          23,011        (41,815)        84,335         58,767
                                                       -----------    -----------    -----------    -----------
           NET CASH (USED) BY
                 OPERATING ACTIVITIES                      (57,457)      (214,815)      (249,236)      (513,612)


CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of Mineral rights                               --             --        (18,830)       (91,534)
       Purchase of Interest in
          unproved oil and gas leases                           --       (100,000)            --       (100,000)
       Purchase of Website costs                                --         (1,500)            --        (27,519)

       Purchase of Fixed assets                             (1,075)        (1,075)            --        (20,280)
                                                       -----------    -----------    -----------    -----------

           NET CASH (USED) BY
                 INVESTING ACTIVITIES                       (1,075)      (102,575)       (18,830)      (239,333)

 CASH FLOWS FROM FINANCING ACTIVITIES
       Redemption of Preferred stock -                          --                        (1,000)            --
       Sale of Common stock                                     --        300,000        263,400        737,400
       Stock subscription advances                          49,902         49,902             --         49,902
                                                       -----------    -----------    -----------    -----------
          NET CASH PROVIDED BY
                 FINANCING ACTIVITIES                       49,902        349,902        262,400        787,302
                                                       -----------    -----------    -----------    -----------


NET INCREASE IN CASH                                        (8,630)        32,512         (5,666)        34,357
CASH FROM OTISH DIAMOND MERGER                                  --             --             --            192
CASH AT BEGINNING OF PERIOD                                 43,054          1,912          7,578             --
                                                       -----------    -----------    -----------    -----------
CASH AT END OF PERIOD                                  $    34,424    $    34,424    $     1,912    $    34,549
                                                       ===========    ===========    ===========    ===========


                 See accompanying notes to financial statements.
</TABLE>


                                      F-5
<PAGE>


                    GULF COAST OIL & GAS, INC. AND SUBSIDIARY
            (Formerly OTISH MOUNTAIN DIAMOND COMPANY AND SUBSIDIARY)
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2005


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.



                                      F-6
<PAGE>


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.

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.

During 2005, the Company settled a debt owed to a former officer of the Company
in the amount of $232,120 for shares of the Company. The initial settlement was
one share for each dollar owed. Prior to the actual delivery of the shares, the
Company had a three to one stock split so that the actual numbers of shares
delivered was 696,360 which was reflected in the Statement of Shareholders'
Equity. Since the correct number of shares was used in the weighted number of
shares outstanding, no restatement is necessary.

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.

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.

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.


                                      F-7
<PAGE>


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 through March 1,
2005, 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
expenses incurred will be returned to the Company.

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.

FOREIGN CURRENCY TRANSLATION


Prior to September of 2005, the Company's primary functional currency was the
Canadian dollar. In September 2005 the Company consolidated all operations in
the United States of America and adopted the U.S. dollar as its primary
functional currency. For financial statement presentation, all historical
statements were translated in U.S. dollars. Monetary assets and liabilities were
translated at year-end exchange rates while non-monetary items were translated
at historical rates. Income and expense accounts were translated at the average
rates in effect during the period, except for depreciation, which was translated
at historical rates. Therefore, translation adjustments and transaction gains or
losses were recognized in the income in the period of occurrence.



                                      F-8
<PAGE>


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.

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.


At present the Company has no proven properties.

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.



                                      F-9
<PAGE>



NOTE 4 - 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 5 - RELATED PARTIES


The Company owed the former President and shareholder of the Company $0 and
$71,113 for compensation and expense reimbursement at December 31, 2005 and
December 31, 2004 respectively. The debt was settled in the third quarter 2005
for $20,000 resulting in a gain on settlement of debt of $67,693.

The Company owed it present President $18,619 for compensation and expense
reimbursement at December 31, 2005.


NOTE 6 - 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. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


                                      F-10
<PAGE>


NOTE 7 - SUBSEQUENT EVENTS

On February 1, 2006, the Company entered into a Securities Purchase Agreement
with a group of investors to sell secured convertible debentures in the
principal amount of $2,000,000. On February 2, 2006, the Company sold $1,000,000
of these debentures. In connection with this agreement the Company issued
five-year warrants to purchase 30,000,000 shares of 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
investors at any time up to maturity into shares of common stock at the price
per share equal to the lesser of $0.02916 per share or an amount equal to 80% of
the lowest volume weighted price of common stock for the five days immediately
preceding the conversion date.

The Debentures have a three year term and accrue interest at 10% per annum. The
repayment of the Debentures is secured by substantially all the assets of the
Company.

The Company agreed to file a Registration Statement to register the shares of
common stock issuable upon conversion of the debentures and upon exercise of the
warrants by March 4, 2006 (which has subsequently been extended to March 31,
2006).


                                      F-11