GALLAGHER, BRIODY & BUTLER
COUNSELLORS AT LAW
PRINCETON FORRESTAL VILLAGE
155 VILLAGE BOULEVARD
2ND FLOOR
THOMAS P. GALLAGHER PRINCETON, NEW JERSEY 08540 NEW YORK OFFICE
KEVIN M. BRIODY+ _________ 300 PARK AVENUE
JOHN K. BUTLERO 17TH FLOOR
BARBARA J. COMLY*+ (609) 452-6000 NEW YORK, NY 10022
MARTIN J. CONROY FAX: (609) 452-0090 212-938-0831
DEBORAH L. CARROLL? FAX: 212-938-0917
JONATHAN M. GRISCHUK*
HERBERT P. MOORE, JR.* * ALSO ADMITTED IN NY
+ ALSO ADMITTED IN PA
O ALSO ADMITTED IN DC
[] ADMITTED IN NY,
DC AND CT ONLY
August 11, 2006
Carmen Moncada-Terry
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 7010
Washington, DC 20549
RE: GULF COAST OIL & GAS, INC.
AMENDMENT 2 TO REGISTRATION STATEMENT ON FORM SB-2
FILED JULY 13, 2006
FILE NO. 333-133104
FORM 10-KSB/A-2 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
FILED JULY 13, 2006
FILE NO. 0-32747
FORM 10-QSB/A-1 FOR THE THREE MONTHS ENDED MARCH 31, 2006
FILED JULY 31, 2006
FILE NO. 0-32747
Dear Ms. Moncada-Terry:
On behalf of Gulf Coast Oil & Gas, Inc. ("Gulf Coast" or the
"Company"), on the date hereof we filed via Edgar Amendment No. 2 to the
Company's Registration Statement on Form SB-2 (the "SB-2 Amendment"), Form
10KSB/A (second amendment) for the fiscal year ended December 31, 2005 (the
"10KSB Amendment"), and Form 10QSB/A for the three months ended March 31, 2006.
In order to facilitate your review of the amendments, we have responded
on a point-by-point basis, on behalf of the Company, to the comments set forth
in the letter dated July 25, 2006 from Tangela Richter, Branch Chief (the
"Comment Letter"). The numbered comments and responses below correspond with the
numbered paragraphs in the Comment Letter. We have also furnished you via
separate cover two copies of each document marked to show where changes have
been made.
FORM 10-KSB/A2 FILED JULY 13, 2006
COMMENT #1:
Please add an explanatory note to the forepart of your filing summarizing
the main reasons for your amendment. Add a similar explanatory note to the
forepart of your amended Form 10-Q. These disclosures should clearly explain
that your management is assuming full responsibility for the revisions. Please
contact us prior to filing your amendments.
RESPONSE TO COMMENT #1:
We have added an explanatory note to the forepart of the 10-KSB-A and
the Form 10-QSB/A.
FINANCIAL STATEMENTS
STATEMENT OF STOCKHOLDERS' EQUITY, PAGE F-4
COMMENT #2:
We note that you indicated your response to prior comment 7 was included
in your response to prior comment 9. However, you have not sufficiently
addressed the reasons for the adjustment labeled "correction of beginning
outstanding shares" on page F-4, referring specifically to the 33 shares
indicated as being issued at the beginning of 2004, and the reason you found it
unnecessary to correct shares reported in the earlier period shown. It is
customary for error corrections to be made by way of restating the actual
numbers that are in error, with disclosure in the notes. Since you found the
error sufficiently material to identify on the face of the financial statement,
we believe that you should handle the error correction in an appropriate
fashion. We also understand from your response to prior comment 9 that you
inappropriately derecognized $232,120 in debt in 2004, thereby generating a
gain, and had to later issue common stock in 2005 to satisfy this debt. Please
correct your financial statement for both of these items.
RESPONSE TO COMMENT #2:
The reason for the adjustment of 33 shares was to take into account
additional shares issued in connection with the Company's merger with Otish
Mountain Company. We have corrected each of the financial statements affected by
these two items.
FORM 10-QSB/A1 FILED JULY 13, 2006
SIGNATURES, PAGE 16
COMMENT #3:
Please amend your filing to include the signature of your authorized
officer, in compliance with General Instruction F. to Form 10-QSB. Additionally,
ensure that your authorized officers sign their required updated certifications,
included as Exhibits 31.1 and 32.1.
RESPONSE TO COMMENT #3
We have included the signature of the authorized officer and obtained
updated certifications from the authorized officer as Exhibits 31.1 and 32.1.
If you have any questions or require any supplemental information after
reviewing our responses or the Form SB-2 Amendment, the 10KSB/A and Form 10QSB/A
as filed by the Company, please do not hesitate to contact the undersigned at
609-452-6000.
Very truly yours,
/S/ THOMAS P. GALLAGHER
-----------------------
Thomas P. Gallagher