UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934.
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM TO
------------ ------------
COMMISSION FILE NUMBER 000-32747
GULF COAST OIL & GAS, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE 98-0128688
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5847 SAN FELIPE, SUITE 1700
HOUSTON, TEXAS 77057
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(713) 821-1731
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of August 15, 2006, 119,536,793
shares of common stock.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
SEC2334(9-05) PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE
FORM DISPLAYS A CURRENT VALID OMB CONTROL NUMBER.
GULF COAST OIL & GAS, INC. AND SUBSIDIARY
FORM 10-QSB
FOR THE QUARTER ENDED JUNE 30, 2006
INDEX
PAGE
PART 1--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS--JUNE 30, 2006 AND DECEMBER 31, 2005 3
STATEMENTS OF OPERATIONS - QUARTERS ENDING AND YEAR TO DATE ENDING
JUNE 30, 2006 AND JUNE 30, 2005, AND PERIOD FROM AUGUST 4, 2003
(INCEPTION) TO JUNE 30, 2006 4
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)--FOR PERIOD
BEGINNING AUGUST 4, 2003 (INCEPTION) THROUGH JUNE 30, 2006 5
STATEMENT OF CASH FLOWS--QUARTERS ENDING AND YEAR TO
DATE ENDING JUNE 30, 2006 AND JUNE 30, 2005 AND
PERIOD FROM AUGUST 4, 2003 (INCEPTION) TO JUNE 30, 2006 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--JUNE 30, 2006 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 12
ITEM 3. CONTROLS AND PROCEDURES 13
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 14
ITEM 5. OTHER INFORMATION 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 14
-2-
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GULF COAST OIL & GAS, INC. AND SUBSIDIARY
(Formerly OTISH MOUNTAIN DIAMOND COMPANY AND SUBSIDIARY)
(An Exploration Stage Company)
BALANCE SHEETS
JUNE 30, 2006 AND DECEMBER 31, 2005
JUNE 30, 2006 DECEMBER 31,
(UNAUDITED) 2005
----------- -----------
ASSETS
Current Assets
Cash & Cash Equivalents $ 1,314,070 $ 34,424
Accounts receivable 4,517 5,248
Deferred financing 125,364 --
----------- -----------
1,443,951 39,672
Fixed Assets
Office equipment 3,550 3,550
Less: accumulated depreciation (2,834) (2,560)
----------- -----------
716 990
Other Assets
Deferred financing 359,897 --
Website costs less accumulated amortization 700 1,000
Deposit on interest in unproved oil and gas leases 362,500 100,000
----------- -----------
723,097 101,000
----------- -----------
Total Assets $ 2,167,764 $ 141,662
=========== ===========
Current Liabilities
Accounts payable $ 69,312 $ 70,672
Accrued expenses 35,631 35,631
Due to shareholder 23,136 23,136
----------- -----------
128,079 129,439
Promissory Notes 2,000,000
Derivative Liability arising from warrants 248,223
Stockholders' Equity
Series A preferred stock, 100,000,000 shares authorized, 0
shares outstanding, par value $.001 per share
Common stock, 1,000,000,000 shares authorized,
119,536,793 and 119,536,793 shares outstanding
at June 30, 2006 and December 31, 2005
par value $.001 per share 119,537 119,537
Additional contributed capital 6,138,494 6,138,494
Deficit accumulated during exploration stage (6,516,471) (6,295,710)
Accumulated other comprehensive deficit -- --
Stock subscription advances 49,902 49,902
----------- -----------
(208,538) 12,223
----------- -----------
Total Liabilities and Stockholders' Equity $ 2,167,764 $ 141,662
=========== ===========
See accompanying notes and accountants report.
-3-
GULF COAST OIL & GAS, INC. AND SUBSIDIARY
(Formerly OTISH MOUNTAIN DIAMOND COMPANY AND SUBSIDIARY)
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
FOR THE QUARTERS ENDING AND YEAR TO DATE ENDING JUNE 30, 2006
AND JUNE 30, 2005, AND THE PERIOD BEGINNING AUGUST 4, 2003
(INCEPTION) THROUGH TO JUNE 30, 2006 (UNAUDITED)
QUARTER QUARTER YEAR TO DATE YEAR TO DATE SINCE
JUNE 30, JUNE 30, JUNE 30, JUNE 30, INCEPTION
2006 2005 2006 2005
------------- ------------- ------------- ------------- -------------
Interest revenue $ 11,203 $ -- $ 15,170 $ -- $ 15,190
Cost of sales
Exploration costs -- -- -- -- 159,625
------------- ------------- ------------- ------------- -------------
Gross Profit 11,203 -- 15,170 -- (144,435)
Expenses
Administration 115,297 68,192 235,931 99,694 5,996,988
------------- ------------- ------------- ------------- -------------
(104,094) (68,192) (220,761) (99,694) (6,141,423)
------------- ------------- ------------- ------------- -------------
Other income and expenses
Loss on sale of fixed assets -- -- -- -- (684)
Gain on settlement of debt -- -- 67,693
Foreign exchange (loss) gain 3,753 -- 1,290 (16,689)
------------- ------------- ------------- ------------- -------------
-- 3,753 -- 1,290 50,320
------------- ------------- ------------- ------------- -------------
Loss from continuing operations (104,094) (64,439) (220,761) (98,404) (6,091,103)
------------- ------------- ------------- ------------- -------------
Discontinued operations
Mineral rights abandoned -- -- -- -- (193,226)
------------- ------------- ------------- ------------- -------------
Net (Loss) (104,094) (64,439) (220,761) (98,404) (6,284,329)
Other Comprehensive Income
Increase in fair value of
derivatives 732,609 -- -- -- --
------------- ------------- ------------- ------------- -------------
Net Comprehensive Income / (Loss) $ 628,515 $ (64,439) $ (220,761) $ (98,404) $ (6,284,329)
============= ============= ============= ============= =============
Net loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Net Comprehensive Income per share $ 0.01 $ (0.00) $ (0.00) $ (0.00)
Average shares outstanding 119,536,793 114,604,133 119,536,793 114,363,333
See accompanying notes to financial statements.
-4-
GULF COAST OIL & GAS, INC. AND SUBSIDIARY
(Formerly OTISH MOUNTAIN DIAMOND COMPANY AND SUBSIDIARY)
(An Exploration Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIT) FOR THE PERIOD BEGINNING AUGUST 4,
2003 (INCEPTION) THROUGH JUNE 30, 2006 (UNAUDITED)
SERIES A ADDITIONAL
PREFERRED STOCK COMMON STOCK CONTRIBUTED RETAINED
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT
--------- ----------- ---------- ----------- ------------ ----------
Balance
August 4, 2003 -- $ -- -- $ -- $ -- $ --
Shares issued
for services -- -- 24,300,000 24,300 (16,200) --
Shares issued
for cash -- -- 11,700,000 11,700 162,300 --
Shares issued
for mineral
rights -- -- 9,000,000 9,000 62,250 --
Merger with
Otish Mountain
Company 1,000,000 1,000 323,283 324 (216) (1,167)
Net loss for
the period -- -- -- -- -- (94,138)
--------- ----------- ---------- ----------- ------------ ----------
Balance
December 31, 2003 1,000,000 1,000 45,323,283 45,324 208,134 (95,305)
Shares issued
for services -- -- 60,900,000 60,900 5,119,100 --
Shares issued
for mineral
rights -- -- 150 -- 53 --
Shares issued
for cash -- -- 7,902,000 7,902 255,498 --
Redemption of
Preferred Shares (1,000,000) (1,000) -- -- -- --
Net loss for
the period -- -- -- -- -- (6,013,462)
--------- ------------ ---------- ----------- ------------ ----------
Balance at
December 31, 2004 -- -- 114,125,433 114,126 5,582,785 (6,108,767)
Shares issued
for Debt -- -- 996,360 996 236,124 --
Shares sold -- -- 4,115,000 4,115 295,885 --
Shares issued
for services -- -- 300,000 300 23,700 --
Stock subscription
advance -- -- -- -- -- --
Net loss for
the period -- -- -- -- -- (186,943)
--------- ------------ ---------- ----------- ------------ ----------
Balance at
December 31, 2005 -- -- 119,536,793 119,537 6,138,494 (6,295,710)
Net loss for
the period -- -- -- -- -- (220,761)
--------- ------------ ----------- ----------- ------------ ------------
-- $ -- 119,536,793 $ 119,537 $ 6,138,494 $ (6,516,471)
========= =========== =========== =========== ============ ============
ACCUMULATED
OTHER STOCK
COMPREHENSIVE SUBSCRIPTION
DEFICIT ADVANCES TOTAL
Balance ------------- ------------ -----------
August 4, 2003 $ -- $ -- $ --
Shares issued
for services -- -- 8,100
Shares issued
for cash -- -- 174,000
Shares issued
for mineral
rights -- -- 71,250
Merger with
Otish Mountain
Company -- -- (59)
Net loss for
the period -- -- (94,138)
----------- ---------- ----------
Balance
December 31, 2003 -- -- 159,153
Shares issued
for services -- -- 5,180,000
Shares issued
for mineral
rights -- -- 53
Shares issued
for cash -- -- 263,400
Redemption of
Preferred Shares -- -- (1,000)
Net loss for
the period -- -- (6,013,462)
---------- ----------- ----------
Balance at
December 31, 2004 -- -- (411,856)
Shares issued
for Debt -- -- 237,120
Shares sold -- -- 300,000
Shares issued
for services -- -- 24,000
Stock subscription
advance -- 49,902 49,902
Net loss for
the period -- -- (186,943)
---------- ----------- ----------
Balance at
December 31, 2005 -- 49,902 12,223
Net loss for
the period -- -- (220,761)
---------- ----------- ----------
$ -- $ 49,902 $ (208,538)
========== =========== ==========
See accompanying notes to financial statements.
-5-
GULF COAST OIL & GAS, INC. AND SUBSIDIARY
(Formerly OTISH MOUNTAIN DIAMOND COMPANY AND SUBSIDIARY)
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
FOR THE QUARTERS ENDING AND YEAR TO DATE ENDING JUNE
30, 2006 AND JUNE 30, 2005, AND THE PERIOD
BEGINNING AUGUST 4, 2003 (INCEPTION) THROUGH TO
JUNE 30, 2006 (UNAUDITED)
QUARTER QUARTER JUNE YEAR TO DATE YEAR TO DATE SINCE
JUNE 30, 2006 30, 2005 JUNE 30, 2006 JUNE 30, 2005 INCEPTION
------------- ------------ ------------- ------------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (104,094) $ (64,439) $ (220,761) $ (98,408) $(6,284,329)
Adjustments to reconcile net earnings to
net cash provided (used) by
operating activities:
Depreciation 149 -- 507 13,617
Amortization 125 25,526 250 30,245
Services paid by stock -- -- -- 5,212,100
Mineral rights abandoned -- -- -- 195,226
Changes in current assets and liabilities
(Increase) Decrease in accounts
receivable -other -- (5,438) 731 (5,438) (4,517)
(Increase) decrease in deferred financing (126,992) -- (261,992) -- (261,992)
(Decrease) Increase in accounts payable 2,479 8,300 (1,358) 5,542 69,292
(Decrease) Increase in accrued expenses -- (10,954) 13,193 58,767
----------- ----------- ----------- ----------- -----------
NET CASH (USED) BY OPERATING ACTIVITIES (216,427) (72,257) (457,854) (84,354) (971,591)
----------- ----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of mineral rights -- -- -- -- (91,534)
Purchase of interest in unproved oil and gas leases (262,500) (100,000) (262,500) (100,000) (362,500)
Purchase of website costs -- -- -- (1,500) (27,519)
Purchase of fixed assets -- -- -- -- (20,280)
----------- ----------- ----------- ----------- -----------
NET CASH (USED) BY INVESTING ACTIVITIES (262,500) (100,000) (262,500) (101,500) (501,833)
----------- ----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock/ convertible debentures 1,000,000 100,035 2,000,000 200,000 2,737,400
Stock subscription advances -- -- -- -- 49,902
----------- ----------- ----------- ----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 100,035 2,000,000 200,000 2,787,302
----------- ----------- ----------- ----------- -----------
NET INCREASE IN CASH (72,222) 1,279,646 14,146 1,313,878
CASH FROM OTISH DIAMOND MERGER 192
CASH AT BEGINNING OF PERIOD 792,997 88,280 34,424 1,912
----------- ----------- ----------- ----------- -----------
CASH AT END OF PERIOD $ 1,314,070 $ 16,058 $ 1,314,070 $ 16,058 $ 1,314,070
=========== =========== =========== =========== ===========
See accompanying notes and accountants report.
-6-
GULF COAST OIL & GAS, INC. AND SUBSIDIARY
(Formerly OTISH MOUNTAIN DIAMOND COMPANY AND SUBSIDIARY)
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
June 30, 2006
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 has not generated any revenues and is 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 is in the mining and exploration business and has mineral
rights in the Otish Mountain and Superior Craton regions of Canada. The
Company's business plan includes the expansion of its mineral rights and the
mining of diamonds.
In August and November 2003, the Company issued 3,000,000 pre split 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 20,300,050 pre split 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 2,634,000 pre split shares
of common stock to liquidate $263,400 of advances.
On January 13, 2005, the Company changed its name to Gulf Coast Oil & Gas, Inc.
On April 15, 2005, the Company settled a prior period debt for 696,360 shares of
common stock. The transaction was recorded as a current period event even though
the debt was written off in the prior period. Restatement would not have changed
the earning per share amounts as reported for the year ended December 31, 2004
or for the first and second quarters of 2005.
-7-
GULF COAST OIL & GAS, INC. AND SUBSIDIARY
(Formerly OTISH MOUNTAIN DIAMOND COMPANY AND SUBSIDIARY)
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
June 30, 2006
On May 2, 2005, the Company received $100,000 for 1,650,000 shares of common
stock.
On May 26, 2005, the Company settled a current period debt of $5,000 for 300,000
of common stock.
On June 17, 2005, the Company received $100,000 for 1,200,000 shares of common
stock.
On July 17, 2005, the Company received $50,000 for 625,000 shares of common
stock.
On August 15, 2005, the Company issued 300,000 shares of common stock for
consulting services valued at $24,000.
On September 26, 2005, the Company received $50,000 for 625,000 shares of common
stock.
On July 13, 2005, the Company declared a 3 for 1 forward stock split. All shares
in the financial statements have been adjusted retroactively for this split.
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.
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.
-8-
GULF COAST OIL & GAS, INC. AND SUBSIDIARY
(Formerly OTISH MOUNTAIN DIAMOND COMPANY AND SUBSIDIARY)
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
June 30, 2006
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.
On May 9, 2006, the Company paid a deposit of $262,500 on oil and gas property
in Corpus Christi, Texas. The agreement was not completed until the third
quarter 2006.
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
The Company's primary functional currency is the Canadian dollar. For financial
statement presentation the statements are translated in U.S. dollars. Monetary
assets and liabilities are translated at year-end exchange rates while
non-monetary items are translated at historical rates. Income and expense
accounts are translated at the average rates in effect during the period, except
for depreciation, which is translated at historical rates. Therefore,
translation adjustments and transaction gains or losses are recognized in the
income in the period of occurrence. In September 2005 the Company consolidated
all operations in the United States of America.
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 1,250,000 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 250,000 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 1,500,000 shares of common stock. The Company has
paid the required claim tax/renewal fees of $12,495 CDN by the due date of
November 27, 2003. The Company is required to make a minimum advanced royalty
payment of $15,000 CDN once mining stage begins. Royalties are 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 shall not exceed $375,000 CDN. The Company owns 45% of the
joint venture.
-9-
GULF COAST OIL & GAS, INC. AND SUBSIDIARY
(Formerly OTISH MOUNTAIN DIAMOND COMPANY AND SUBSIDIARY)
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
June 30, 2006
At present the Company has no proven properties.
At December 31, 2004 the Company decided to abandon the above mineral rights.
The balance of the rights and the net book value of the website development
costs were expensed. The total amount written off was $195,226.
NOTE 3 - DEPOSIT ON INTEREST IN UNPROVED OIL AND GAS LEASES
On June 8, 2005, the Company paid $100,000 to acquire, subject to lease
availability, a 75% working interest in oil and gas leases in Louisiana. Under
the terms of the agreement the Company will pay 100% of the costs of
acquisition, exploration and development of the leases, the leases are subject
to overriding royalties, and has one year to submit the remaining portion of the
total costs. In the event the leases are unavailable, the funds advanced, less
expenses incurred will be returned to the Company.
On May 9, 2006, the Company paid a deposit of $262,500 on oil and gas property
in Corpus Christi, Texas. The agreement was not completed until the third
quarter 2006.
NOTE 4 - NOTES PAYABLE
On February 1, 2006, the Company entered into a Securities Purchase Agreement
with Cornell Capital Partners, L.P., Certain Wealth, Ltd., and TAIB Bank, B.S.C.
pursuant to which the Buyers agreed to purchase secured convertible debentures
in the principal amount of $2,000,000. On February 2, 2006 the Company sold and
issued $1,000,000 in principal amount of Debentures to the Buyers. In connection
with the Securities Purchase Agreement, the Company issued Cornell Capital
five-year warrants to purchase 30,000,000 shares of our common stock at the
following exercise prices: 7,500,000 at $0.02 per share, 7,500,000 at $0.03 per
share, 5,000,000 at $0.04 per share, 5,000,000 at $0.05 per share, and 5,000,000
at $0.06 per share.
The debentures are convertible at the option of the Buyers any time up to
maturity into shares of the Company's common stock. The debentures have a
three-year term and accrue interest at 10% per year. All unpaid interest and
principal are due on or before February 1, 2009.
On April 5, 2006, the Company sold the balance, $1,000,000, of the secured
convertible debentures. The terms and conditions are the same. The debentures
have a three-year term and accrue interest at 10% per year. All unpaid interest
and principal are due on or before April 5, 2009.
Maturities of long term debt:
2006 $ -0-
2007 $ -0-
2008 $ -0-
2009 $2,000,000
-10-
GULF COAST OIL & GAS, INC. AND SUBSIDIARY
(Formerly OTISH MOUNTAIN DIAMOND COMPANY AND SUBSIDIARY)
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
June 30, 2006
NOTE 5 - DERIVATIVE LIABILITY ARISING FROM WARRANTS
The Company accounts for debt with embedded conversion features and warrant
issues in accordance with EITF 98-5: ACCOUNTING FOR CONVERTIBLE SECURITIES WITH
BENEFICIAL CONVERSION FEATURES OR CONTINGENCY ADJUSTABLE CONVERSION and EITF No.
00-27: APPLICATION OF ISSUE NO 98-5 TO CERTAIN CONVERTIBLE INSTRUMENTS.
Conversion features determined to be beneficial to the holder are valued at fair
value and recorded to additional paid in capital. The Company determines the
fair value to be ascribed to the detachable warrants issued with the convertible
debentures utilizing the BLACK-SCHOLES method. Any discount derived from
determining the fair value to the debenture conversion features and warrants is
amortized to financing cost over the life of the debenture. The unamortized
discount, if any, upon the conversion of the debentures is expensed to financing
cost on a pro rata basis.
Debt issue with the variable conversion features are considered to be embedded
derivatives and are accountable in accordance with FASB 133; ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. The fairs value of the embedded
derivative is recorded to derivative liability. This liability is required to be
marked each reporting period. The resulting discount on the debt is amortized to
interest expense over the life of the related debt.
NOTE 6 - SERIES A PREFERRED STOCK
Each share of preferred, has 15 votes compared to each share of common, which
has only one vote. In the second quarter 2004 all outstanding shares of
Preferred Stock were redeemed for $1,000.
NOTE 7 - RELATED PARTIES
The Company owes it present President $23,136 for compensation and expense
reimbursement at June 30, 2006.
NOTE 8 - GOING CONCERN
The Company has not generated significant revenues or profits to date. This
factor among others may indicate the Company will be unable to continue as a
going concern. The Company's continuation as a going concern depends upon its
ability to generate sufficient cash flow to conduct its operations and its
ability to obtain additional sources of capital and financing. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
LIQUIDITY AND FINANCIAL CONDITION
At June 30, 2006, cash and cash equivalents were $1,314,070. Total liabilities
at June 30, 2006 were $2,376,302 of which $128,079 were current liabilities. The
remainder of the liabilities relate to the issuance of the convertible
debentures to the investors and recognition of a derivative liability arising
from the warrants issued in that transaction.
At June 30, 2006, other current assets included $4,517 in receivables.
As of June 30, 2006, we had a working capital surplus of $1,315,872 as compared
to a working capital surplus of $748,577 at March 31, 2006. The increase in
working capital is primarily attributable to the receipt during the second
quarter of an additional $1,000,000 in proceeds from the convertible debenture
financing.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2006
COMPARED TO SIX MONTHS ENDED JUNE 30, 2005
REVENUES
The Company did not generate any revenues in the six months ended June 30, 2006
(other than interest income) or the six months ended June 30, 2005 and has not
generated any operating revenues to date. For the six months ended June 30,
2005, interest income was $15,170.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses during the six months ended June 30, 2006
increased to $115,297 from $68,192 in the same period in 2005. This increase was
primarily due to an increase in professional fees as a result of the convertible
debenture financing and subsequent filing of an SB-2 Registration Statement, an
increase in salaries and consulting fees as the Company prepares to implement
its business plan, and an increase in interest costs from the convertible
debenture financing.
NET GAIN/LOSS TO COMMON SHAREHOLDERS
Net operating loss to common shareholders was ($220,761) or ($0.00) per share
for the six months ended June 30, 2006 as compared to a net loss of ($98,404) or
($0.00) for the six months ended June 30, 2005. The increase in net operating
loss was principally due to an increase in administrative expenses 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
June 30, 2006, our accumulated deficit was $6,516,471.
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THREE MONTHS ENDED JUNE 30, 2006
COMPARED TO THREE MONTHS ENDED JUNE 30, 2005
REVENUES
The Company did not generate any revenues in the quarter ended June 30, 2006
(other than interest income) or the quarter ended June 30, 2005 and has not
generated any operating revenues to date.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses during the quarter ended June 30, 2006
increased to $115,297 from $68,192 in the same period in 2005. This increase was
primarily due an increase in salaries and consulting fees as the Company
prepares to implement its business plan, and an increase in interest costs from
the convertible debenture financing.
NET GAIN/LOSS TO COMMON SHAREHOLDERS
Net operating loss to common shareholders was $104,094 or ($0.00) per share for
the quarter ended June 30, 2006 as compared to a net loss of $64,439 or ($0.00)
for the quarter ended June 30, 2005. The increase in net operating loss was
principally due to an increase in administrative expenses as set forth above.
For the quarter ended June 30, 2006, the Company recognized Other Comprehensive
Income in the amount of $732,609 as a result of an increase in the fair value of
derivatives relating to the warrants issued in the Company's preferred stock
financing. As a result, Net Comprehensive Income for the quarter was $628,515 or
$.01 per share.
ITEM 3. CONTROLS AND PROCEDURES
As of June 30, 2006, an evaluation was carried out under the supervision and
with the participation of management, including the Chief Executive Officer and
Chief Financial Officer, of the effectiveness of disclosure controls and
procedures. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have 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 second quarter of fiscal 2006 or subsequent to
the date of the evaluation by its management thereof.
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
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. On April 5, 2006, we sold and issued an additional
$1,000,000 in principal amount of debentures to the Buyers (the "Second
Closing").
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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 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. We
filed a Definitive Proxy Statement with the Securities and Exchange Commission
on March 15, 2006 and received the consent from a majority of the common shares
on April 24, 2006. We filed the Registration Statement with the Securities and
Exchange Commission on April 7, 2006. The Company has received comments from the
SEC and is in the process of responding to those comments by pre-effective
amendments to the Registration Statement.
The debentures are convertible at the option of the Buyers any time up to
maturity into shares of our common stock, par value $0.001 per share, at the
price per share equal to the lesser of (a) $.02916 (the "Fixed Price") or (b) an
amount equal to eighty percent (80%) of the lowest volume weighted price of our
common stock, as quoted by Bloomberg, LP, for the five (5) trading days
immediately preceding the conversion date, which may be adjusted pursuant to the
other terms of the Debentures (the "Issuance Formula").
If the closing bid price of our common stock is less than the Fixed Price, we
can redeem a portion or all amounts outstanding under the debentures prior to
February 1, 2009 (or April 5, 2009 for the debentures issued in the Second
Closing) for a price equal to the principal amount and accrued interest thereon
being redeemed, plus a redemption premium of twenty percent (20%) of the
principal amount being redeemed.
We also entered into a Security Agreement pursuant to which we have granted the
buyers a security interest in and to substantially all our assets to secure
repayment of the debentures.
In connection with the Securities Purchase Agreement, we also issued to Cornell
Capital five-year warrants to purchase 30,000,000 shares of our common stock at
the following exercise prices: 7,500,000 at $0.02 per share, 7,500,000 at $0.03
per share, 5,000,000 at $0.04 per share, 5,000,000 at $0.05 per share, and
5,000,000 at $0.06 per share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following Exhibits are filed as part of this Report or incorporated
herein by reference:
31.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes
Oxley Act of 2002.
(b) Reports on Form 8-K. During the quarter ending June 30, 2006, the Company
filed the following reports on Form 8-K:
On April 7, 2006, the Company filed a Report on Form 8-K reporting on the
closing of the second $1,000,000 of convertible debentures with certain
investors as set forth herein under "Unregistered Sales of Securities and Use of
Proceeds".
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: August 18, 2006 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 and Accounting Officer)
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