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. BUTLER ^ 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
^ ALSO ADMITTED IN DC
o ADMITTED IN NY, DC
AND CT ONLY
August 5, 2008
VIA FACSIMILE (202) 772-9369
Ms. Joanna Lam
Staff Accountant
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
RE: GULF COAST OIL & GAS, INC.
FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2007
FILE NO. 000-32747
Dear Ms. Lam:
As discussed with Karl Hiller on August 1, 2008, our firm is counsel to
Gulf Coast Oil & Gas, Inc. (the "Company"). We are in receipt of your letter
dated July 21, 2008 with comments on the Company's filing referenced above (the
"Comment Letter").
Attached please find a blacklined version of selected pages from the
Company's Form 10-KSB for the Year Ended December 31, 2007 showing the Company's
proposed revisions to its report in response to the Comment Letter. Please
advise whether these changes would address the Commission's comments. If so, the
Company will go ahead and file via EDGAR an amended Form 10-KSB for the Year
Ended December 31, 2007 with these changes incorporated.
Please do not hesitate to contact me at (609) 452-6000.
Very truly yours,
/s/ Herbert P. Moore, Jr.
-------------------------
Herbert P. Moore, Jr.
CC: Rahim Rayani, President & CEO (via email w/o encls.)
GULF COAST OIL & GAS, INC.
FORM 10-KSB
TABLE OF CONTENTS
PAGE
PART I
Item 1. DESCRIPTION OF BUSINESS 1
Item 2. DESCRIPTION OF PROPERTY 3
Item 3. LEGAL PROCEEDINGS 4
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS 4
PART II
Item 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES 4 OF EQUITY SECURITIES
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION 6
Item 7. FINANCIAL STATEMENTS 14
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 14
ACCOUNTING AND FINANCIAL DISCLOSURE
Item 8a CONTROLS AND PROCEDURES 14
Item 8a(T) CONTROLS AND PROCEDURES 15
Item 8b OTHER INFORMATION 15
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 15 Item 10.
EXECUTIVE COMPENSATION 16 Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER 17
MATTERS
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 17
Item 13. EXHIBITS 18
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 19
FINANCIAL STATEMENTS F-1
o with a price of less than $5.00 per share;
o that are not traded on a "recognized" national exchange;
o whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ-listed stocks must still have a price of not less than $5.00
per share); or
o in issuers with net tangible assets less than $2.0 million (if the
issuer has been in continuous operation for at least three years) or
$5.0 million (if in continuous operation for less than three years),
or with average revenues of less than $6.0 million for the last three
years.
Broker/dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Moreover,
broker/dealers are required to determine whether an investment in a penny
stock is a suitable investment for a prospective investor.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our financial statements and supplementary data are attached hereto commencing
with Page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 8A. CONTROLS AND PROCEDURES
As required by Rule 13a-15 or 15d-15 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), our Chief Executive Officer/Chief
Financial Officer carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to Rule
13a-15(e) or 15d-15(e) under the Exchange Act as of the end of the period
covered by this report. Based on the foregoing evaluation, we have concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information required to be included in our periodic filings
with the Securities and Exchange Commission and to ensure that information
required to be disclosed in our periodic filings with the Securities and
Exchange Commission is accumulated and communicated in a manner to allow timely
decisions regarding required disclosures.
Our management does not expect that our disclosure controls
and procedures or our internal control over financial reporting will necessarily
prevent all fraud and material error. Our disclosure controls and procedures are
designed to provide reasonable assurance of achieving our objectives and our
Chief Executive Officer/Chief Financial Officer concluded that our disclosure
controls and procedures are effective at that reasonable assurance level.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also 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. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.
There have not been any changes in our internal control over
financial reporting during the quarter ended December 31, 2007 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
ITEM 8A(T). CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Company as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over
financial reporting is designed to provide reasonable assurance regarding the
(i) effectiveness and efficiency of operations, (ii) reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles, and (iii) compliance
with applicable laws and regulations.
Because of its inherent limitations, 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 because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management's assessment of the effectiveness of the small
business issuer's internal control over financial reporting is as of the year
ended December 31, 2007. We believe that internal control over financial
reporting is effective. We have not identified any, current material weaknesses
considering the nature and extent of our current operations and any risks or
errors in financial reporting under current operations.
This annual report does not include an attestation report of
the Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permits us to provide only management's
report in this annual report.
ITEM 8B. OTHER INFORMATION
None.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
EXHIBIT 31.1
CERTIFICATION
I, RAHIM RAYANI, certify that:
1. I have reviewed this annual report on Form 10-KSB-A of Gulf Coast Oil &
Gas, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the small business issuer as of, and for, the periods presented in
this report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business
issuer and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to me by
others within those entities, particularly during the period in which
this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under my
supervision, 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;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report my conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's fourth fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the small
business issuer's internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the small business issuer's
auditors and the audit committee of the small business issuer's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial information;
and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: August ___, 2008
/S/ RAHIM RAYANI
----------------
Rahim Rayani
President and Chief Executive Officer
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Gulf Coast Oil & Gas, Inc. (the
"Company") on Form 10-KSB-A for the period ending December 31, 2007 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Rahim Rayani, President and Chief Executive Officer and Principal Financial
and Accounting Officer of the Company, certify pursuant to 18 U.S.C. ss.1350, as
adopted pursuant to ss.906 of the Sarbanes-Oxley Act OF 2002, that to the best
of my knowledge:
1) The Report fully complies with the requirements of Section 13(a) of
the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated: August ___, 2008
/S/ RAHIM RAYANI
----------------
Rahim Rayani
President and Chief Executive Officer
Chief Financial Officer