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
# ADMITTED IN NY, DC
AND CT ONLY
August 29, 2008
VIA EDGAR
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, 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").
Please note that the Company filed an amended Form 10-KSB for the Year
Ended December 31, 2007 (the "Filing") via EDGAR on August 29, 2008 in response
to the Comment Letter. More specifically, the Company enhanced its disclosure
regarding Controls and Procedures including management's assessment of internal
control over financial reporting. The Company also revised its Principal
Executive Officer/Principal Financial Officer certifications to include the
introductory language of paragraph 4 and the language of paragraph 4(b) of Item
601(b)(31) of Regulation S-B.
The Company has been advised and acknowledges that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the Filing;
o staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the Filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please do not hesitate to contact me at (609) 452-6000 with any
questions.
Very truly yours,
/s/ Herbert P. Moore, Jr.
-------------------------
Herbert P. Moore, Jr.
cc: Rahim Rayani, President & CEO (via email)