Edgar Filing: GULF ONSHORE, INC.

goi10qa33108.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

From the transition period from ___________ to ____________.

Commission File Number 000-51750

GULF ONSHORE, INC.

(Exact name of small business issuer as specified in its charter)

Nevada		91-1869677
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

4310 Wiley Post Road, Suite 201

Addison, Texas 75001

(Address of principal executive offices)

(972) 788-4500

(Issuer's telephone number)

15851 Dallas Parkway

Addison, Texas 75001

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:. Yes [ X ] No [ ].

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

	Large Accelerated Filer [ ]		Accelerated Filer [ ]

	Non-Accelerated Filer [ ].		Smaller Reporting Company [X]

Indicate by a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act: Yes [ X ] No [ ].

As of March 31, 2008, there were 1,327,261 shares of Common Stock of the issuer outstanding.

TABLE OF CONTENTS


	PART I FINANCIAL STATEMENTS


Item 1	Financial Statements	3

Item 2	Management's Discussion and Analysis or Plan of Operation	17

	PART II OTHER INFORMATION

Item 1	Legal Proceedings	20
Item 2	Changes in Securities	20
Item 3	Default upon Senior Securities	20
Item 4	Submission of Matters to a Vote of Security Holders	20
Item 5	Other Information	20
Item 6	Exhibits and Reports on Form 8-K	20

GULF ONSHORE, INC.

(A Development Stage Company)

Consolidated Balance Sheets

	March 31, 2008 (Unaudited)			December 31, 2007 (Audited)
Assets
Current Assets
Cash	$	2,076		$	4,769
Accounts Receivable		-			11,675
Other Receivables		3,269			-
Total Current Assets		5,345			16,444
Oil & Gas Properties:
Proved Properties		-			-
Less: Accumulated DDA		-			-
Net Oil & Gas Properties		-			-
Fixed assets:
Equipment		2,000			2,000
Less: Accumulated Depreciation		(133	)		(33	)
Total Fixed Assets		1,867			1,967

Total Assets	$	7,212		$	18,411

Liabilities and Shareholders’ Equity/(Deficit)
Current Liabilities:
Accounts Payable	$	362,050		$	329,583
Accrued Expenses		126,374			1,432,525
Accrued Interest Payable to Affiliate		82,732			64,860
Due to Former Officers		-			5,000,000
Loan Payable to Affiliate		814,742			814,742
Line-of-Credit to Affiliate		89,717			66,657
Total Current Liabilities		1,475,615			7,708,367

Total Liabilities		1,475,615			7,708,367

Shareholders’ Equity/(Deficit):
Common Stock, $.001 par value, 30,000,000 shares authorized, 1,327,261 and 1,328,198 shares issued and outstanding respectively		1,327			1,327
Additional Paid in Capital		45,403,278			45,380,218
Accumulated Deficit		(46,873,008	)		(53,071,501	)
Total Shareholders’ Equity/(Deficit)		(1,468,403	)		(7,689,956	)
Total Liabilities and Shareholder’ Equity/(Deficit)	$	7,212		$	18,411

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

GULF ONSHORE, INC.

(A Development Stage Company)

Consolidated Statements of Operations

For the Three Month Periods Ended March 31, 2008 and 2007

And The Cumulative Period from January 27, 2005 (Inception) to March 31, 2008

(Unaudited)

	Three Months Ended						Period from January 27, 2005 (inception) to
	March 31, 2008			March 31, 2007			March 31, 2008

OIL & GAS OPERATIONS
Oil & Gas Revenues	$	46,689		$	0		$	58,928
Lease Operating Expenses		13,884			0			13,884
Gross Profit		32,805			0			45,044


OTHER EXPENSES:
Professional Fees		52,116			1,250,770			31,047,896
Technology license royalty		0			0			160,417
Impairment of Oil & Gas Leases (Note 1)		0			0			5,076,667
Net Gain on Settlement of Liabilities (Note 9)		(6,285,651	)					(6,285,651	)
General and Administrative		44,787			612,167			16,044,006
Total Operating Expenses		(6,188,748	)		1,862,937			46,043,335

OPERATING INCOME (LOSS)		6,221,553			(1862,937	)		(45,998,291	)

Other Income (Expense)
Beneficial Conversion Feature		(23,060	)		0			(1,089,717	)
Interest Expense		0			0			215,000
Total Other Income (Expense)		(23,060	)		0			(874,717	)

NET INCOME (LOSS)	$	6,198,493		$	(1,862,937	)	$	(46,873,008	)


Basic and Diluted Earnings per Share	$	4.67		$	2.51
Basic and Diluted Earnings per Share	$	4.61		$	2.52
Weighted Average Shares Outstanding: Basic		1,327,261			743,267
Weighted Average Shares Outstanding: Diluted		1,345,261			743,267

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

GULF ONSHORE, INC. (A Development Stage Company) Consolidated Statement of Shareholders' Equity For The Three Month Period Ended March 31, 2008 and For The Cumulative Period From January 27, 2005 (Inception) to March 31, 2008 (Unaudited)
							Additional
	Common						Paid-in			Prepaid			Retained
	Shares			Par			Capital			Consulting			(Deficit)			Totals

Balance at January 27, 2005 (Inception)		0		$	0		$	0		$	0		$	0		$	0

Founder’s Stock Issued		83,800			84			(84	)								0
Stock Issued for Debt		8,000			8			399,992									400,000
Shares Issued for License Agreement		86,188			86			(86	)								0
Effect of Reverse Merger		13,840			14			(200,014	)								(200,000	)
Divestiture of Subsidiary to Related Party								544,340									544,340
Net Loss														(807,600	)
																	(807,600	)
Balance at December 31, 2005		191,828			192			744,148			0			(807,600	)		(63,260	)

Shares Issued for Employment		45,500			46			8,487,455			0						8,487,500
Shares Issued for Services		171,080			171			28,798,329			(7,633,750	)					21,164,750
Shares Issued for Lease Agreement		6,770			6			406,193			0			(350,200	)		56,000
Net Loss														(36,906,584	)		(36,906,584	)

Balance at December 31, 2006		415,178			415			38,436,125			(7,633,750	)		(38,064,384	)	$	(7,261,594	)

Shares Issued For Services		63,021			63			528,285			(387,500	)					140,848
Shares Issued for Debt Conversion		350,000			350			349,650			0						350,000
Amortization of Beneficial Conversion Feature		0			0			1,066,657			0						1,066,657
Amortization of shares issued for services		0			0			0			8,021,250						8,021,250
Shares Issued for Properties		500,000			500			4,999,500			0						5,000,000

Net loss														(15,007,117	)		(15,007,117	)

Balance at December 31, 2007		1,328,198			1,328			45,380,217			0			(53,071,501	)		(7,689,956	)

Amortization of Beneficial Conversion Feature		0			0			23,060			0						23,060
Cancellation and Amortization of Shares		(919	)		(1	)		1			0						0

Net loss														6,198,493			6,198,493

Balance at March 31, 2008		1,327,261		$	1,327		$	45,403,278		$	0		$	(46,873,008	)	$	(1,469,403	)

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

GULF ONSHORE, INC.

(A Development Stage Company)

Consolidated Statements of Cash Flows

For The Three Periods Months Ended March 31, 2008 and 2007 and

The Cumulative Period from January 27, 2005 (inception) to March 31, 2008

(Unaudited)

	Three Months Ended March 31, 2008			Three Months Ended March 31, 2007			Period from January 27, 2005 (inception) to March 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	6,198,493		$	(1,862,937	)	$	(46,522,808	)
Adjustments to reconcile net income (loss) to cash from (used in) operating activities:
Depreciation and Depletion		100			0			3,944
Amortization on Investment in Custer Lease					0			9,333
Impairment on Oil Lease Investments		0			0			5,076,667
Stock Issued for Services		0			162,500			29,793,098
Amortization of Prepaid Consulting Fees		0			937,083			8,021,250
Amortization of Beneficial Conversion Feature		23,060			512,500			1,089,717
Change in assets and liabilities:
Increase (Decrease) in Shares to be Issued		(5,000,000	)		0			0
Decrease in Accounts Receivable		11,675			0			0
(Increase) in Inventory		0			0			0
(Increase) in Other Assets		(3,269	)		0			(3,269	)
Increase in Accrued Interest to Affiliates		17,872			0			82,732
Increase in Accounts Payable		32,467			125,511			363,050
Increase (Decrease) in Accrued Expenses		(1,306,151	)		0			126,374
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES		(25,753	)		(125,343	)		(1,960,912	)

CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of Oil & Gas Leases								(30,000	)
Acquisition of Equipment		0			0			(2,000	)
CASH FLOWS USED IN INVESTING ACTIVITIES		0			0			(32,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Convertible Note – Related Party		23,060			0			962,931
Loan Payable to Affiliate		0			125,282			1,032,057
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES		23,060			125,282			1,994,988

NET INCREASE (DECREASE) IN CASH		(2,693	)		(61	)		2,076

Cash, beginning of period		4,769			61			0
Cash, end of period	$	2,076		$	0		$	2,076

SUPPLEMENTAL CASH FLOW INFORMATION
Common Stock Issued for Debt	$	0		$	350,000		$	1.050.000
Common Stock Issued for Acquiring Oil & Gas Leases	$	0		$	0		$	5,406,200
Divestiture of Subsidiary to Related Party	$	0		$	0		$	544,340
Net Liabilities Assumed with Recapitalization	$	0		$	0		$	200,000

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

GULF ONSHORE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2008

NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business:

Gulf Onshore, Inc. (“We” or “the Company”), formerly known as Brighton Oil & Gas, Inc., was incorporated under the laws of the State of Colorado, on July 6, 2005. From formation until April 3, 2006, the Company’s business was effected through its wholly-owned subsidiary, Special Stone Surfaces, Es3, Inc., a Nevada Corporation ("Es3"). Thereafter, the Company changed its name to Brighton and commenced business pursuant to the terms of an Exchange Agreement (the "Exchange Agreement") by and among the Company, Crown Partners, Inc., a Nevada corporation and at such time, the largest stockholder of the Company ("Crown Partners"), Es3, and certain stockholders of Es3 (the "Es3 Stockholders"). Under the terms of the Exchange Agreement, the Company acquired all of the outstanding capital stock of Es3 in exchange for the issuance of 191,828 shares of the Company's common stock (adjusted for splits) to the Es3 Stockholders, Crown Partners and certain consultants. The transactions effected by the Exchange Agreement have been accounted for as a reverse merger. This reverse merger transaction has been accounted for as a recapitalization of Es3, as Es3 is the accounting acquirer, effective July 19, 2005. As a result, the historical equity of the Company has been restated on a basis consistent with the recapitalization. In addition, the Company changed its accounting year-end from September 30 to December 31, which was Es3's accounting year-end.

Accordingly the financial statements contained in report include the operations of the Company in its new line of business. As a result of the transactions contemplated by the Exchange Agreement, the Company had one active operating subsidiary--Es3. Es3 was formed in January 2005 and began operations in March 2005 in the business of manufacturing and distributing a range of decorative stone veneers and finishes based on proprietary Liquid Stone Coatings(TM) and Authentic Stone Veneers(TM). Effective October 1, 2005, the Company sold all of its shares in Es3.

On April 3, 2006 the Board of Directors approved a change of direction for the Company, from the business of manufacturing and distributing decorative stone veneers and finishes, to the business of oil and gas exploration and production, mineral lease purchasing and all activities associated with acquiring, operating and maintaining the assets of such operations. As such the Company changed its name from National Healthcare Technology, Inc., to Brighton Oil & Gas, Inc., on June 6, 2007. On March 25, 2008 the Company announced that its name is changing to Gulf Onshore, Inc.

Unaudited Interim Financial Statements:

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (“SEC”) regulations for interim financial information. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to present fairly the balance sheets, statements of operations and statements of cash flows for the periods presented in accordance with accounting principles generally accepted in the United States. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to SEC rules and regulations. It is presumed that users of this interim financial information have read or have access to the audited financial statements and footnote disclosure for the preceding fiscal year contained in the Company’s Annual Report on Form 10-K. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

Significant Accounting Policies:

The Company’s management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. It is also necessary for management to determine, measure and allocate resources and obligations within the financial process according to those principles. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements.

The financial statements and notes are representations of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Management believes that all adjustments necessary for a fair statement of the results of the three months ended March 31, 2008 and 2007 have been made.

Basis of Presentation:

The Company prepares its financial statements on the accrual basis of accounting. All intercompany balances and transactions are eliminated. Investments in subsidiaries are reported using the equity method. The financial statements include the accounts of Emazing Gaming, LLC, an operating subsidiary.

Stock Splits

On March 6, 2008 the Directors of Gulf Onshore, Inc. (the “Company) announced a one for ten (1:10) stock split (the “Reverse Split”) and a contemporaneous one for ten (1:10) reduction in the number of the Company’s authorized shares of common stock, par value $0.001 (the "Common Stock"), in accordance with the procedure authorized by N.R.S. §78.207. The Directors determined that it would be in the Company's best interest to effect the Reverse Split and approved this corporate action by unanimous written consent. The Reverse Split did not require shareholder approval. All shares referenced, except where otherwise noted, are net of the Reverse Split

Reclassification:

Certain prior year amounts have been reclassified in the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows to conform to current period presentation. These reclassifications were not material to the consolidated financial statements and had no effect on net earnings reported for any period.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Recently Issued Accounting Pronouncements:

In March 2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The new standard also improves transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under Statement 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. Management is currently evaluating the effect of this pronouncement on financial statements.

Cash and Cash Equivalents:

Cash and cash equivalents includes cash in banks with original maturities of three months or less and are stated at cost which approximates market value, which in the opinion of management, are subject to an insignificant risk of loss in value.

Long Lived Assets:

Effective January 1, 2005, the Company adopted Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business.” The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144. SFAS 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.

Based on its review, the Company believes that, as of December 31, 2006, the investment in Custer oil & gas lease of $56,000 was impaired and recorded an impairment loss of $46,667.

During the year ended December 31, 2007, the Company had acquired two oil & gas leases in two separate transactions. One lease was acquired for cash consideration of $30,000 and the other lease was acquired in exchange of 500,000 shares. The lease was valued at the fair market value of the shares which was $5,000,000.

As of December 31, 2007, the Company estimated the future cash flows expected to result from the use and eventual disposition of the two oil & well gas leases. Based on its review, the Company determined that the carrying value of the assets is not recoverable and hence the leases were determined to be impaired as of December 31, 2007. The Company recorded an impairment loss of $5,030,000 for the year ended December 31, 2007.

Fair Value of Financial Instruments

Statement of financial accounting standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the consolidated balance sheet for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.

Technology Licenses and Royalties

The Company’s current principal activity focuses on oil and gas exploration. During 2007 the Company acquired the rights to drill and otherwise exploit certain underlying reserves and agreed to pay a royalty ranging from 17.7% to 21.8% on the value of the oil removed or produced and on the net proceeds from all gas sold. The royalty is being deducted by the operator and therefore there are no applicable royalty accruals on the Company’s balance sheet at March 31, 2008. During 2006 the Company acquired the rights to drill and otherwise exploit certain underlying reserves and agreed to pay a 3% royalty on the value of the oil removed or produced and on the net proceeds from all gas sold. To date there are no applicable accruals on the Company’s balance sheet as there has been no production or proceeds related to the acquired rights.

Stock-Based Compensation

In December 2004, the FASB issued SFAS No. 123 (revised 2004), ‘‘Share-Based Payment’’ (‘‘SFAS 123R’’), which requires the measurement of all employee share-based payments to employees, including grants of employee stock options, using a fair-value-based method and the recording of such expense in the consolidated statements of operations. In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB 107”) regarding the SEC’s interpretation of SFAS 123R and the valuation of share-based payments for public companies. The Company has adopted SFAS 123R and related FASB Staff Positions (“FSPs”) as of January 01, 2006 and will recognize stock-based compensation expense using the modified prospective method.

Income Taxes:

The Company accounts for its income taxes using the Financial Accounting Standards Board Statements of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which requires the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carry forwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for book and tax purposes during the year.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carry forwards. A valuation allowance is established to reduce that deferred tax asset if it is "more likely than not" that the related tax benefits will not be realized.

Property and Equipment:

Property and equipment are stated at cost less accumulated depreciation. Major renewals and improvements are capitalized; minor replacements, maintenance and repairs are charged to current operations. Depreciation is

computed by applying the straight-line method over the estimated useful lives which are generally five to seven years.

Earnings per Share (Loss):

The Company adopted the provisions of SFAS No. 128, "Earnings Per Share" ("EPS"). SFAS No. 128 provides for the calculation of basic and diluted earnings per share. Basic EPS includes no dilution and is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity. For the three month period ended March 31, 2008, diluted earnings per share is $4.61 and average weighted diluted shares are 1,345,261 and for the three month period ended March 31, 2007, basic and diluted loss per share are the same since the calculation of diluted per share amounts would result in an anti-dilutive calculation.

Comprehensive Income:

SFAS No. 130 “Reporting Comprehensive Income”, establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. For the quarters ended March 31, 2008 and 2007, the Company had no items of other comprehensive income. Therefore, the net loss equals the comprehensive loss for the periods then ended.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company reported a cumulative deficit of $46,873,008 and had a stockholders’ deficit of $1,468,403 at March 31, 2008. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis and Financial Statements and notes thereto included in the Company’s December 31, 2007 Form 10-KSB.

NOTE 3 – FIXED ASSETS

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

	March 31, 2008			Dec 31, 2007
Equipment	$	2,000		$	2,000
Less: Accumulated Depreciation		( 133	)		( 33	)
Total Fixed Assets	$	1,867		$	1,967

Depreciation expense for the three month periods ended March 31, 2008 and 2007 was $100 and $0 respectively.

NOTE 4 – PROFESSIONAL FEES

Professional fees, for the three months periods ended March 31, 2008 and 2007 respectively were $52,116 and $1,250,770. The professional fees in 2008 are related to normal operations (auditors, outside consultants and attorneys). In 2007 the higher expense is predominately related to consulting agreements entered into in 2006 and on January 11, 2007, with related parties.

During the period ended March 31, 2007, the Company amortized prepaid professional fees of $987,083 in conjunction with issued shares in exchange for professional fees to various consultants under separate agreements.

The agreements took place during the fiscal year 2006.

On January 11, 2007, the Company entered into a consulting agreement with Summitt wherein the Company agreed to pay Summitt $450,000 and issue Summitt Oil and Gas, Inc. five million shares of the Company's common stock, in restricted form, in consideration for Summitt's services through December 31, 2007. The shares were issued in January, 2007. The Company recorded the consulting expense based on the cash and the fair value of the shares on the date of issuance. The expense is being amortized over the term of the consulting agreement. During the three month period ended March 31, 2007, the Company recorded a consulting expense of $162,500 on the agreement.

NOTE 5 – INCOME TAXES

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The following table sets forth the significant components of the net deferred tax assets as of March 31, 2008:

	March 31, 2008
Net operating loss carry forward	$	46,873,008
Total deferred tax assets		15,936,823
Less: valuation allowance		(15,936,823	)
Net deferred tax assets	$	-

For the quarter ended March 31, 2008, income taxes were offset by the utilization of a portion of the net operating loss carryforward.

NOTE 6 – NOTE PAYABLE

On January 11, 2007 the Company entered into an agreement with Camden Holdings, Inc., also an affiliate of the Company, wherein the Company memorialized its obligation to pay Camden Holdings, Inc $650,000 by December 31, 2007 for monies owed to Camden. The Company also gave Camden the right to convert all or part of this debt into shares of the Company's common stock at $.01 per share. The Company recorded a beneficial conversion of $650,000 on the note which is being amortized over the life of the note. During the three month period ended March 31, 2007, the Company amortized $162,500 of this unamortized discount as interest expense. The Company recorded an interest payable of $16,250 for the three month period ended March 31, 2008.

NOTE 7 - EQUITY TRANSACTIONS

The Company is authorized to issue 30,000,000 shares of common shares with a par value of $.001 per share. These shares have full voting rights. There were 1,327,261 issued and outstanding as of March 31, 2008.

Issuance of Common Stock

In April 2006, in accordance with the terms of a Consulting Agreement, the Company issued 35,000 shares of the Company's common stock to Credit First Holding Limited, a related party, for consulting services. The Company recorded the shares at the fair market value of $7,175,000. The expense is being amortized over the period of the consulting agreement as the services are being performed. During the three month period ended March31, 2007 the Company amortized $597,197.

In April 2006, in accordance with the terms of a Consulting Agreement, the Company issued 7,000 shares of the Company's common stock to Monterosa Group Limited for consulting services. The Company recorded the shares at the fair market value of $1,435,000. The expense is being amortized over the period of the consulting agreement as the services are being performed. During the three month period ended March 31, 2007 the Company amortized $119,583.

In April 2006, in accordance with the terms of a Consulting Agreement, the Company issued 7,000 shares of the Company's common stock to Bluefin, LLC for consulting services. The Company recorded the shares at the fair market value of $1,435,000. The expense is being amortized over the period of the consulting agreement as the services are being performed. During the three month period ended March 31, 2007 the Company amortized $119,583.

On January 11, 2007 the company entered into an agreement with Summitt Oil and Gas, Inc., also an affiliate of the Company, wherein the Company memorialized its obligation to pay Summitt $350,000 by December 31, 2007 for monies owed to Summitt. The Company also gave Summitt the right to convert all or part of this debt into shares of the Company's common stock at $.01 per share, which right Summitt has exercised. As a result of this conversion, Summitt was issued 350,000 shares of the Company's common stock, in restricted form, and the Company has extinguished the debt of $350,000 owed to Summitt. The company recorded a beneficial conversion of $350,000 on the note. The Company extinguished the debt of $350,000 to the related party on conversion of the note and recorded $350,000 as interest expense. Additionally, the Company entered into a consulting agreement with Summitt wherein the Company agreed to pay Summitt $450,000 and issue Summitt five million shares of the Company's common stock, in restricted form, in consideration for Summitt's services through December 31, 2007. During the three month period ended March 31, 2007 the Company expensed $162,500.

In April, 2007, pursuant to the terms of a consulting agreement, the Company issued 1,000 shares of its common stock to Claudia J. Zaman, attorney. The Company recorded the transaction at the fair market value of shares of $24,000, recognized $10,000 of expense in April, 2007 and recorded and additional $10,000 of expense in June, 2007. At March 31, 2007 there was $0 expense.

In April, 2007, pursuant to the terms of a consulting agreement, the Company issued 1,000 shares of its common stock to Stephen Taylor, consultant. The Company recorded the transaction at the fair market value of shares of $48,000. At March 31, 2007 there was $0 expense.

In April, 2007, pursuant to the terms of a consulting agreement, the Company issued 10,000 shares of its common stock to Dieu Vuong, consultant. The Company recorded the transaction at the fair market value of shares of $180,000. At March 31, 2007 there was $0 expense.

Warrants

In February 2005, the Company issued a warrant to acquire up to 6,000 shares of unregistered common stock at an exercise price of $0.60 per share to W.B. International, Inc., in exchange for consulting services. All shares vested upon grant. The warrant expires 5 years from the date of issuance.

In June 2005, the Company issued a warrant to acquire up to 6,000 shares of unregistered common stock at an exercise price of $70 per share to each of Liquid Stone Manufacturing, Inc. and Stone Mountain Finishes, Inc. in consideration of certain license agreements. All shares vested upon grant. The warrants expire 5 years from the date of issuance.

In June 2005, the Company issued a warrant to an employee to purchase up to 1,000 shares of the company's restricted common stock at an exercise price of $70 per share The shares vested monthly over three years and have a 10 year option period. The employee was terminated in February 2006 and the warrants were forfeited.

No warrants were granted during the three month period ended March 31, 2008.

The weighted average remaining contractual life of warrants outstanding is 1.84 years at March 31, 2008.

Outstanding Warrants			Exercisable Warrants
Range of Exercise Price	Number	Average Remaining Contractual Life	Average Intrinsic Value	Number
$67.00	18,000	1.84	-	18,000

The current Exercise Price of $67.00 per share reflects the impact of the two 1:10 stock splits. Prior to the splits the Exercise price was $0.67 per share.

The Company estimated the fair value of each stock warrant at the grant date by using the Black-Scholes option-pricing mode.

The weighted-average assumptions used in estimating the fair value of warrants outstanding as of March 31, 2008, along with the weighted-average grant date fair values, were as follows.

	2008
Expected volatility	80.0%
Expected life in years	5 years
Risk free interest rate	5.07%
Dividend yield	0%

Employee Options

On April 3, 2006, the Board of Directors of the Company authorized and approved the adoption of the 2006 Stock Option Plan effective April 3, 2006 (the "Plan"). The Plan is administered by the duly appointed compensation committee. The Plan is authorized to grant stock options of up to 25,000 shares of the Company's common stock. At the time a stock option is granted under the Plan, the compensation committee shall fix and determine the exercise price and vesting schedules at which such shares of common stock of the Company may be acquired. As of March 31, 2008, no options to purchase the Company's common stock have been granted under the Plan. There were no options outstanding at March 31, 2008.

In September, 2006, the Board of Directors of the Company authorized and approved the adoption of the 2006-1 Consultants and Employees Service Plan effective September 7, 2006 (the "Consultants Plan"). The Plan is administered by the duly appointed compensation committee. The Plan is authorized to grant stock options and make stock awards of up to 38,000 shares of the Company's common stock. At the time a stock option is granted under the Plan, the compensation committee shall fix and determine the exercise price and vesting schedules at which such shares of common stock of the Company may be acquired. The Consultants Plan was registered on September 15, 2006 and as of March 31, 2008 a total of 37,990 shares had been issued and granted under the Consultants Plan.

NOTE 8 – RELATED PARTY

The following transaction took place between the Company and parties sharing common ownership or control with Boston Equities Corporation, a shareholder, which, at the time of these transactions, owned approximately 25% of the Company's outstanding and issued common stock:

On April 25, 2006, the Company entered into a short term bridge financing in the form of a promissory note to Camden Holdings, Inc. in the amount of three hundred and fifty thousand dollars ($350,000) to be used as working capital. The Note was due on August 25, 2006. No interest is payable on the note and imputed interest, at a rate of 10% p.a., at 12/31/06 was deemed not material by management, and therefore, no accrual was booked. On June 8, 2006, the Company entered into a short term bridge financing in the form of a promissory note to Camden Holdings, Inc. in the amount of one hundred and fifty thousand dollars ($150,000) to be used as working capital. The Note was due on December 31, 2006 and has been extended to December 31, 2007. No interest is payable on the note and imputed interest, at a rate of 10% p.a., at 12/31/06 was deemed not material by management, and therefore, no accrual was booked. On January 11, 2007, Camden converted $650,000 of the advances into a Note Payable bearing 10% interest per annum. Advances due Camden at March 31, 2008 were $164,742.

On October 4, 2007, the Company entered into a Letter of Credit agreement with South Beach Live, Inc. (“South Beach”) whose sole shareholder and Director, is Charles Stidham, former CEO and President of Gulf Onshore, Inc. The line-of-credit has a maximum of $100,000 and bears interest at 10% per annum. Payable quarterly. The amount due at March 31, 2008 was $89,717. The note, if payments are not made as agreed, can be converted into restricted stock at $.10 per share and therefore a deemed dividend of $89,717 was recorded of which $23,060 was recorded in the three month period ended March 31, 2008. .

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Legal

The Company is periodically involved in legal actions and claims that arise as a result of events that occur in the normal course of operations. The Company is not currently aware of any formal legal proceedings or claims that the Company believes will have, individually or in the aggregate, a material adverse effect on the Company's financial position or results of operations.

Operating Leases

The Company currently leases office space at 4310 Wiley Post Road, Addison, Texas 75001. The lease is a one year lease and expires on May 31, 2009. The Company is not committed to any additional lease obligations.

Liabilities

The Company had a collection notice for $87,183 related to legal billings in 2006 that had not been booked. The amount was recorded in the third quarter of 2007. The billings were related to acquisition work that was never completed. The Company contends that the agreement was not with Gulf Onshore, Inc. but with a potential acquirer and therefore believes that the accrual is not necessary. A legal opinion will be obtained during the third quarter of 2008.

NOTE 10 – EXTINGUISHMENT OF DEBT

On March 21, 2008 the Board of Directors determined that it was in the best interest of the Company and its shareholders to void the contracts of two former directors and extinguish the associated liability and related accrued payroll taxes. The contracts originated in 2006 and called for the issuance of restricted common stock in the amount of $5,000,000. During 2006 a liability for $5,000,000 and $1,285,651 of related accrued payroll taxes was recorded. Accordingly, during the three months ended March 31, 2008, management has recorded a nonrecurring gain in the amount of $6,285,651.

NOTE 11 – FAIR VALUE OF FINANCIAL INSTRUMENTS

In September 2006, the FASB issued SFAS 157, Fair Value Measurement. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 was effective for our financial assets and liabilities on January 1, 2008. The FASB delayed the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008.

SFAS 157’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. The Standard classifies these inputs into the following hierarchy:

Level 1 Inputs – Quoted prices for identical instruments in active markets.

Level 2 Inputs – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs – Instruments with primarily unobservable value drivers.

As of March 31, 2008, the Company did not have any instruments subject to valuation under SFAS 157.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s actual results could differ materially from those set forth on the forward looking statements as a result of the risks set forth in the Company’s filings with the Securities and Exchange Commission, general economic conditions, and changes in the assumptions used in making such forward looking statements.

General

On April 3, 2006, the Company’s Board of Directors approved a change of direction for the Company, from the business of manufacturing and distributing decorative stone veneers and finishes, to the business of oil and gas exploration and production, mineral lease purchasing and all activities associated with acquiring, operating and maintaining the assets of such operations. The Company’s activities in the oil and gas business prior to 3Q 2007, however, when it undertook a change of management, were desultory, at best; the Company generated no revenues

and recorded a complete impairment of all oil and gas related assets, effective December 31, 2006.

Furthermore, as a result of information gathered during 1Q 2008, in conjunction with the audit of the Company’s December 31, 2007, financial statements, current management is carefully reviewing all previous consulting and asset acquisition agreements to ensure that they were appropriate and in the best interests of the Company. We expect this contract review will take the balance of this fiscal year.

In Q3 2007, we acquired interests in two oil and gas leases in Throckmorton Co., Texas from K & D Energy, Inc. in exchange for 50,000,000 shares of newly issued common stock. As of December 31, 2007, we also recorded a complete impairment of the value of the asset, reflecting a $5 million charge against revenues. Also in 4Q 2007, we

effected a 1:10 reverse stock split, reducing our total issued and outstanding shares of common stock to 13,271,985 (reducing K & D’s ownership to 5,000,000 shares). We generated revenues from both leases in 1Q and 2Q 2008, but one of the leases does not generate sufficient revenues to warrant continuing operations and we expect to transfer operating rights to another operator in 3Q 2008, in exchange for its assumption of plugging obligations.

In Q1 2008, the Company effected a second 1:10 reverse share split, reducing our total issued and outstanding shares of common stock to 1,327,199 (and reducing K & D’s ownership to 500,000 shares). At that time, we also changed our name to Gulf Onshore, Inc.; our shares now trade on the Over-the-Counter Bulletin Board under the symbol GFON. Shortly thereafter, we moved into larger offices at 4310 Wiley Post Blvd., Ste. 201, Addison, Texas.

RESULTS FOR THE QUARTER ENDED March 31, 2008

Our fiscal quarter ended on March 31, 2008. Any reference to the end of the fiscal quarter refers to the end of the first fiscal quarter for the periods discussed herein.

REVENUE. Revenue for the three months ended March 31, 2008, was $46,689 compared with revenues for the three months ended March 31, 2007 of $0. The increase is attributed to the oil properties acquired in 2007 that are now generating product and revenue.

OTHER EXPENSES. Total expenses exclusive of depreciation for the three months ended March 31, 2008, were $(6,188,848) compared with expenses for the three months ended March 31, 2007 of $1,862,937. The decrease in net operating expenses vs. March 31, 2007 is related to the professional fee contracts entered into in 2007 that were fully amortized in 2007 and the voiding of the Shares to be Issued and associated payroll taxes of $6,285,651 as discussed in Note 10 in 2008. Going forward in 2008 standard operating expenses are expected to flow through the financial statements. Depreciation expense for the three month periods ended March 31, 2008 and March 31, 2007 were $100 and $0 respectively.

NET INCOME (LOSS). Net income for the three months ended March 31, 2008 was $6,198,493 compared to a net loss of $1,862,937 for the three months ended March 31, 2007. The 2008 balance is impacted by the voiding of the Shares to be Issued and associated payroll taxes of $6,285,651 as discussed in Note 10. Adjusting for this transaction there would have been a net operating loss at March 31, 2008 of $87,158. The decrease in the adjusted loss is attributed to the aforementioned professional fee contracts in 2007.

Employees

As of March 31, 2008, the Company had three employees: its President, Vice-President and Secretary..

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our President, also serving as our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our President has concluded that the Company’s disclosure controls and procedures are not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.

Changes in Internal Controls over Financial Reporting

We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management carried out an assessment of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2008. The Company’s management based its evaluation on criteria set forth in the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management has concluded that the Company’s internal control

over financial reporting was not effective as of March 31, 2008. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our President does not possess accounting expertise and our company does not have an audit committee. This weakness is due to the Company’s lack of working capital available to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

PART II

Items No. 1, 2, 3, 4, - Not Applicable.

Item No. 5 – Other Information

The Company's CEO and CFO, Sam Plunkett, resigned in April 2007 and was replaced by Linda Contreras, who was also appointed as the Company’s sole officer.

In April, 2007, a majority of the Company’s shareholders approved its re-incorporation in Nevada and name change to Brighton Oil & Gas, Inc., and ratified the 2006 Stock Option Plan.

On September 25, 2007, Charles Stidham and E. Robert Barbee were appointed as directors of the Company. Mr. Stidham was appointed as President, CEO, CFO and Chief Financial Officer. The Board also appointed Ms. Michele Sheriff as Secretary. Immediately following the appointment of the new directors, Linda Contreras resigned as officer and director.

On October 19, 2007, the Company announced that the Board determined that certain issuances of common stock over the past year had not been paid for or otherwise earned. The Company stopped transfer and/or cancelled 59,545,752 shares of its common stock, and notified the individuals and companies affected. All existing consulting contracts with the Company have been cancelled. Also on this date, the Board appointed Wayne Duke as a director of the Company.

On November 5, 2007, the Board approved a one for ten (1:10) reverse split and an increase in the number of its authorized shares from 100,000,000 to 300,000,000. The Board’s resolution was approved by the holders of a majority of the Company’s shares.

On February 1, 2008, the Board appointed Jeffery Joyce and Dean Elliott as directors and accepted Mr. Duke’s and Mr. Barbee’s resignations. After the appointment of the new directors, Mr. Stidham resigned as President and director, and appointed Mr. Joyce as President and Mr. Elliott as Vice President and Secretary of the Company

Effective March 6, 2008, the Board approved a one for ten (1:10) reverse stock split and a contemporaneous one for ten (1:10) reduction in the number of the Company’s authorized shares of common stock in accordance with the procedure authorized by N.R.S. §78.207. The Directors determined that it would be in the Company's best interest to effect the Reverse Split and approved this corporate action by unanimous written consent. The Reverse Split did not require shareholder approval.

On March 25, 2008 the Company announced that it changed its name to Gulf Onshore, Inc. from Brighton Oil & Gas, Inc. The Company’s common stock is quoted on the OTC Bulletin Board under the symbol GFON.

Effective April 16, 2008, the Company dismissed its auditors, Kabani & Company, Inc. and engaged Turner, Stone & Company, L.L.P. as its principal independent accountant. Kabani & Co. served as the Company’s independent public accountant from July 2006 to the date of dismissal. Kabani & Co.’s audit reports for the past two fiscal years did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles other than the uncertainty that the Company might not be able to operate as a going concern.

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

(a)	Two Form 8-K’s were filed during the three month period ended March 31, 2008.

February 11, 2008

March 24, 2008

(b)

Exhibits

Exhibit Number / Name of Exhibit

10.16	Consolidated note and security agreement with Camden Holdings, Inc. dated January 5, 2007 (previously filed as an exhibit to our form 8-K, file no. 01-28911 and incorporated herein by reference)

10.17	Consulting agreement with Camden Holdings, Inc. dated January 5, 2007 (previously filed as an exhibit to our form 8-K, file no. 01-28911 and incorporated herein by reference)

10.18	Consolidated note and security agreement with Summitt Oil & Gas, Inc., Inc. dated January 5, 2007 (previously filed as an exhibit to our form 8-K, file no. 01-28911 and incorporated herein by reference)

10.18	Consulting agreement with Summitt Oil & Gas, Inc., Inc. dated January 5, 2007 (previously filed as an exhibit to our form 8-K, file no. 01-28911 and incorporated herein by reference)

31.1	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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

GULF ONSHORE, INC.

By /s/ Earl Moore

Earl Moore, President

Date: August 14, 2008