TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) June 1, 2005 GULF COAST OIL & GAS, INC. (Exact name of registrant as specified in its charter) Nevada 000-32747 98-0128688 - ------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 5847 San Felipe, Suite 1700, 77057 Houston, Texas - ------------------------------------------------------------------------------- (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code (713) 525-4530 -------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240,14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240,13e-4(c)) TABLE OF CONTENTS ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTOR; APPOINTMENT OF PRINCIPAL OFFICERS SIGNATURES TABLE OF CONTENTS SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTOR; APPOINTMENT OF PRINCIPAL OFFICERS Effective June 1, 2005, the Registrant accepted the resignation of its Chairman of the Board of Directors, Chief Executive Officer, and President, Massimiliano Pozzoni. Mr. Pozzoni's resignation as a Director of the Registrant was also accepted. The Registrant also announced that it had appointed Rahim Rayani as a member of the Board of Directors, Chief Executive Officer, President, and Secretary. Mr. Rayani has not entered into any employment agreement with the Registrant. His compensation package has not been finalized. TABLE OF CONTENTS SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 3rd day of June, 2005. GULF COAST OIL & GAS, INC. By: /s/ Rahim Rayani --------------------------------- Rahim Rayani President