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

                                   FORM 12B-25
                           NOTIFICATION OF LATE FILING

                                                         COMMISSION FILE NUMBER:
                                                                000-32747

(Check One):

[ ] Form 10-K and Form 10-KSB               [ ] Form 20-F
[ ] Form 11-K                               [X] Form 10-Q and Form 10-QSB
[ ] Form 10-D                               [ ] Form N-SAR        [ ] Form N-CSR

                      For Period Ended: JUNE 30, 2006

                      [ ] Transition Report on Form 10-K
                      [ ] Transition Report on Form 20-F
                      [ ] Transition Report on Form 11-K
                      [ ] Transition Report on Form 10-Q
                      [ ] Transition Report on Form N-SAR
                      For the Transition Period Ended:__________________________


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          READ INSTRUCTION BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Full Name of Registrant:   GULF COAST OIL & GAS, INC.

Former Name if Applicable:  N/A

Address of Principal Executive Office (Street and Number):
                           5847 SAN FELIPE, SUITE 1700

City, State and Zip Code:  HOUSTON, TEXAS 77057





PART II - RULES 12B-25(B) AND (C)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[x]       (a) The reasons described in reasonable detail in Part III of this
          form could not be eliminated without unreasonable effort or expense;
[x]       (b) The subject annual report, semi-annual report, transition report
          on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
          portion thereof, will be filed on or before the fifteenth calendar day
          following the prescribed due date; or the subject quarterly report or
          transition report on Form 10-Q or subject distribution report on Form
          10-D, or portion thereof, will be filed on or before the fifth
          calendar day following the prescribed due date; and
[ ]       (c) The accountant's statement or other exhibit required by Rule
          12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.

          THE FINANCIAL STATEMENTS FOR THE REPORT ON FORM 10-QSB COULD NOT BE
PREPARED WITHOUT UNREASONABLE EFFORT AND EXPENSE.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

         RAHIM RAYANI                   604                   876-7157

         (Name)                      (Area Code)         (Telephone Number)

(2)      Have all other periodic reports required under Section 13 or 15(d) of
         the Securities Exchange Act of 1934 or Section 30 of the Investment
         Company Act of 1940 during the preceding 12 months or for such shorter
         period that the registrant was required to file such reports been
         filed? If answer is no, identify report(s). [x] Yes [] No

 (3)     Is it anticipated that any significant change in results of operations
         from the corresponding period for the last fiscal year will be
         reflected by the earnings statements to be included in the subject
         report or portion thereof? [] Yes [X] No




         If so, attach an explanation of the anticipated change, both
         narratively and quantitatively, and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made.

                           GULF COAST OIL & GAS, INC.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date:  August 15, 2006                By:  /S/ RAHIM RAYANI
                                          -------------------------------
                                           Rahim Rayani
                                           President and Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

           Intentional misstatements or omissions of fact constitute
               Federal Criminal Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.   This form is required by Rule 12b-25 (17 CFR 240. 12b-25) of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed original and four conformed copies of this form and amendments
     thereto must be completed and filed with the Securities and Exchange
     Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
     General Rules and Regulations under the Act. The information contained in
     or filed with the form will be made a matter of public record in the
     Commission files.

3.   A manually signed copy of the form and amendments thereto shall be filed
     with each national securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notification must also be filed on form 12b-25 but need
     not restate information that has been correctly furnished. The form shall
     be clearly identified as an amended notification.

5.   ELECTRONIC FILERS. This form shall not be used by electronic filers unable
     to timely file a report solely due to electronic difficulties. Filers
     unable to submit a report within the time period prescribed due to
     difficulties in electronic filing should comply with either Rule 201 or
     Rule 202 of Regulation S-T or apply for an adjustment in filing date
     pursuant to Rule 13(b) of Regulation S-T.