U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              STRATA OIL & GAS INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     Canada
         (State or Other Jurisdiction of Incorporation or Organization)

                                      None
                      (I.R.S. Employer Identification No.)

                          918 16th Avenue NW, Suite 408
                        Calgary, Alberta, Canada, T2M O3K
                    (Address of Principal Executive Offices)

                             2006 Stock Option Plan
                            (Full Title of the Plan)

                                David Lubin, Esq.
                            David Lubin & Associates
                              92 Washington Avenue
                              Cedarhurst, NY 11516

                     (Name and Address of Agent for Service)

                                 (516) 569-9629
          (Telephone number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------- --------------------- ----------------------- ------------------- ----------------

         Title of                Amount To Be         Proposed Maximum      Proposed Maximum      Amount of
Securities To Be Registered       Registered         Offering Price Per        Aggregate        Registration
                                                           Share           Offering Price (2)      Fee (2)
---------------------------- --------------------- ----------------------- ------------------- ----------------
<S>                              <C>                       <C>                <C>                  <C>
Common Stock, no par value       4,000,000(1)              $3.00              $12,000,000          $1,284
---------------------------- --------------------- ----------------------- ------------------- ----------------
</TABLE>

(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         as   amended,   this   Registration   Statement   also  covers  (a)  an
         indeterminate amount of interests to be offered or sold pursuant to the
         employee benefit plan described  herein,  and (b) any additional shares
         of common stock which become  issuable under the employee  benefit plan
         described  herein  by  reason  of  any  stock  dividend,  stock  split,
         recapitalization or any other similar transaction  effected without the
         receipt of consideration  which results in an increase in the number of
         the registrant's outstanding shares of common stock.

(2)      Computed in accordance  with Rule 457(h)(1) under the Securities Act of
         1933, as amended.

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         In  accordance  with the Note to Part I of Form  S-8,  the  information
specified by Part I of S-8 has been omitted from this Registration  Statement on
Form S-8. Such information will be sent or given to participants in the employee
benefit  plan  described  herein  as  specified  by  Rule  428(b)(1)  under  the
Securities  Act of 1933,  as  amended  (the  "Securities  Act").  Although  such
documents are not being filed with the Securities and Exchange Commission,  they
constitute  (along  with the  documents  incorporated  by  reference  into  this
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Strata  Oil & Gas  Inc.  (the  "Company")  hereby  states  that (i) the
documents  listed in (a) through (b) below are incorporated by reference in this
Registration  Statement and (ii) all documents subsequently filed by the Company
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  (the  "Exchange   Act"),   prior  to  the  filing  of  a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

         (a) The Company's  Annual Report on Form 20-F for the fiscal year ended
December 31, 2005;


         (b) The  description  of our common stock  contained  in the  Company's
Articles of Continuance,  attached as Exhibit 3.4 to the Company's  Registration
Statement on Form S-4, filed with the Commission on April 22, 2003.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pursuant  to  Part 8 of  the  Company's  Articles  of  Continuance,  no
director or officer will be liable for: the acts, receipts, neglects or defaults
of any other person,  or for joining in any receipt or act for  conformity;  any
loss,  damage or expense  happening to the Company through the  insufficiency or
deficiency  of title to any  property  acquired  by,  for,  or on  behalf of the
Company;  the  insufficiency  or deficiency of any security in or upon which any
moneys  of the  Company  are  invested;  any  loss or  damage  arising  from the
bankruptcy,  insolvency  or  wrongful  act of any  person  with whom any  money,
security or other  property of the Company is lodged or deposited;  or any other
loss, damage, or misfortune whatever which may arise out of the execution of the
duties of his or her office or in relation thereto; unless the same shall happen
by and through his or her failure to exercise  the powers and to  discharge  the
duties of his or her office  honestly  and in good faith with a view to the best
interests  of the  Company,  and in  connection  therewith to exercise the care,
diligence  and  skill  that  a  reasonably  prudent  person  would  exercise  in
comparable circumstances.

         Pursuant  to  Part 8 of the  Company's  Articles  of  Continuance,  the
Company is required to indemnify a director or officer of the Company,  a former
director  or officer of the Company or another  individual  who acts or acted at
the Company's  request as a director or officer,  or an  individual  acting in a
similar capacity,  of another entity,  against all costs,  charges and expenses,
including  an amount paid to settle an action or satisfy a judgment,  reasonably
incurred by the  individual in respect of any civil,  criminal,  administrative,
investigative or other proceeding in which the individual is involved because of
that association with the Company or other entity.  The Company is authorized to
execute agreements evidencing its indemnity in favor of the foregoing persons to
the full extent  permitted by law. The Company may advance moneys to a director,
officer or other individual for the costs,  charges and expenses of a proceeding
referred  to in such  Part,  but the  individual  shall  repay the moneys if the
individual  does  not  fulfill  the  conditions  hereof.  The  Company  will not
indemnify an individual unless the individual:  acted honestly and in good faith
with a view to the best interests of the Company, or, as the case may be, to the
best interests of the other entity for which the individual acted as director or
officer or in a similar capacity at the Company's request;  and in the case of a
criminal or  administrative  action or proceeding that is enforced by a monetary
penalty,   the  individual  had  reasonable   grounds  for  believing  that  the
individual's conduct was lawful.

         Pursuant  to  Part 8 of the  Company's  Articles  of  Continuance,  the
Company may  purchase and maintain  insurance  for the benefit of an  individual
referred  to in the  foregoing  section  against any  liability  incurred by the
individual:  in the  individual's  capacity  as a  director  or  officer  of the
Company;  or in the individual's  capacity as a director or officer,  or similar
capacity, of another entity, if the individual acts or acted in that capacity at
the Company's request.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8. EXHIBITS

3.1      Articles of Continuance*
4.1      Strata Oil & Gas Inc. 2006 Stock Option Plan
4.2      Form of Stock Option Agreement
5.1      Opinion of Morton & Company as to the legality of the securities  being
         registered
23.1     Consent of Morton & Company (included in Exhibit 5.1)
23.2     Consent of BDO Dunwoody LLP
24.1     Power of Attorney (Contained on the signature page of this Registration
         Statement)

*Previously filed with the Company's Registration Statement on Form S-4 on April
22, 2003.

ITEM 9. UNDERTAKINGS

The  undersigned  Company hereby  undertakes,  except as otherwise  specifically
provided in the rules of the Commission promulgated under the Securities Act:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

         (i)      To include any prospectus  required by section 10(a)(3) of the
                  Securities Act;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20% change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement.

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(4) That, for purposes of determining  any liability  under the Securities  Act,
each filing of the Company's  annual report pursuant to section 13(a) or section
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.



<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Calgary, Alberta, Canada, on May 31, 2006.

                     By: /s/ Manny Dhinsa___________________
                         Manny Dhinsa, President, Secretary, Treasurer,
                         and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSON BY THESE  PRESENTS,  that each person  whose  signature
appears  below   constitutes  and  appoints  Manny  Dhinsa  with  the  power  of
substitution, his attorney-in-fact,  to sign any amendments to this Registration
Statement  and to file the same,  with exhibits  thereto and other  documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying and confirming all that his substitute, may do or choose to be done by
virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated.


SIGNATURE                  TITLE                                DATE
---------                  ---------                            ----

/s/  Manny Dhinsa          President, Chief Executive           May 31, 2006
-----------------
    Manny Dhinsa           Officer, Secretary, and Treasurer

/s/ Pratt Barndollar       Director                             May 31, 2006
--------------------
   Pratt Barndollar

/s/ Charlie Perity         Director                             May 31, 2006
------------------
Charlie Perity

/s/ Scott Praill           Director                             May 31, 2006
----------------
Scott Praill

/s/ Pol Brisset            Director                             May 31, 2006
---------------
Pol Brisset
[{"type": "S-8", "sequence": "1", "filename": "forms8053106.txt", "secsgml_size_bytes": 14226}]
{"company-data": {"conformed-name": "STRATA OIL & GAS, INC.", "cik": "0001227282", "assigned-sic": "1311", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134639", "film-number": "06879430"}, "business-address": {"street1": "918 16TH AVENUE NW", "street2": "SUITE 408", "city": "CALGARY", "state": "A0", "zip": "T2M O3K", "phone": "403-668-6539"}, "mail-address": {"street1": "918 16TH AVENUE NW", "street2": "SUITE 408", "city": "CALGARY", "state": "A0", "zip": "T2M O3K"}, "former-company": {"former-conformed-name": "STRATABASE INC", "date-changed": "20030414"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              STRATA OIL & GAS INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     Canada
         (State or Other Jurisdiction of Incorporation or Organization)

                                      None
                      (I.R.S. Employer Identification No.)

                          918 16th Avenue NW, Suite 408
                        Calgary, Alberta, Canada, T2M O3K
                    (Address of Principal Executive Offices)

                             2006 Stock Option Plan
                            (Full Title of the Plan)

                                David Lubin, Esq.
                            David Lubin & Associates
                              92 Washington Avenue
                              Cedarhurst, NY 11516

                     (Name and Address of Agent for Service)

                                 (516) 569-9629
          (Telephone number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
---------------------------- --------------------- ----------------------- ------------------- ----------------

         Title of                Amount To Be         Proposed Maximum      Proposed Maximum      Amount of
Securities To Be Registered       Registered         Offering Price Per        Aggregate        Registration
                                                           Share           Offering Price (2)      Fee (2)
---------------------------- --------------------- ----------------------- ------------------- ----------------
Common Stock, no par value       4,000,000(1)              $3.00              $12,000,000          $1,284
---------------------------- --------------------- ----------------------- ------------------- ----------------
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         as   amended,   this   Registration   Statement   also  covers  (a)  an
         indeterminate amount of interests to be offered or sold pursuant to the
         employee benefit plan described  herein,  and (b) any additional shares
         of common stock which become  issuable under the employee  benefit plan
         described  herein  by  reason  of  any  stock  dividend,  stock  split,
         recapitalization or any other similar transaction  effected without the
         receipt of consideration  which results in an increase in the number of
         the registrant's outstanding shares of common stock.

(2)      Computed in accordance  with Rule 457(h)(1) under the Securities Act of
         1933, as amended.

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         In  accordance  with the Note to Part I of Form  S-8,  the  information
specified by Part I of S-8 has been omitted from this Registration  Statement on
Form S-8. Such information will be sent or given to participants in the employee
benefit  plan  described  herein  as  specified  by  Rule  428(b)(1)  under  the
Securities  Act of 1933,  as  amended  (the  "Securities  Act").  Although  such
documents are not being filed with the Securities and Exchange Commission,  they
constitute  (along  with the  documents  incorporated  by  reference  into  this
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Strata  Oil & Gas  Inc.  (the  "Company")  hereby  states  that (i) the
documents  listed in (a) through (b) below are incorporated by reference in this
Registration  Statement and (ii) all documents subsequently filed by the Company
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  (the  "Exchange   Act"),   prior  to  the  filing  of  a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

         (a) The Company's  Annual Report on Form 20-F for the fiscal year ended
December 31, 2005;

         (b) The  description  of our common stock  contained  in the  Company's
Articles of Continuance,  attached as Exhibit 3.4 to the Company's  Registration
Statement on Form S-4, filed with the Commission on April 22, 2003.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pursuant  to  Part 8 of  the  Company's  Articles  of  Continuance,  no
director or officer will be liable for: the acts, receipts, neglects or defaults
of any other person,  or for joining in any receipt or act for  conformity;  any
loss,  damage or expense  happening to the Company through the  insufficiency or
deficiency  of title to any  property  acquired  by,  for,  or on  behalf of the
Company;  the  insufficiency  or deficiency of any security in or upon which any
moneys  of the  Company  are  invested;  any  loss or  damage  arising  from the
bankruptcy,  insolvency  or  wrongful  act of any  person  with whom any  money,
security or other  property of the Company is lodged or deposited;  or any other
loss, damage, or misfortune whatever which may arise out of the execution of the
duties of his or her office or in relation thereto; unless the same shall happen
by and through his or her failure to exercise  the powers and to  discharge  the
duties of his or her office  honestly  and in good faith with a view to the best
interests  of the  Company,  and in  connection  therewith to exercise the care,
diligence  and  skill  that  a  reasonably  prudent  person  would  exercise  in
comparable circumstances.

         Pursuant  to  Part 8 of the  Company's  Articles  of  Continuance,  the
Company is required to indemnify a director or officer of the Company,  a former
director  or officer of the Company or another  individual  who acts or acted at
the Company's  request as a director or officer,  or an  individual  acting in a
similar capacity,  of another entity,  against all costs,  charges and expenses,
including  an amount paid to settle an action or satisfy a judgment,  reasonably
incurred by the  individual in respect of any civil,  criminal,  administrative,
investigative or other proceeding in which the individual is involved because of
that association with the Company or other entity.  The Company is authorized to
execute agreements evidencing its indemnity in favor of the foregoing persons to
the full extent  permitted by law. The Company may advance moneys to a director,
officer or other individual for the costs,  charges and expenses of a proceeding
referred  to in such  Part,  but the  individual  shall  repay the moneys if the
individual  does  not  fulfill  the  conditions  hereof.  The  Company  will not
indemnify an individual unless the individual:  acted honestly and in good faith
with a view to the best interests of the Company, or, as the case may be, to the
best interests of the other entity for which the individual acted as director or
officer or in a similar capacity at the Company's request;  and in the case of a
criminal or  administrative  action or proceeding that is enforced by a monetary
penalty,   the  individual  had  reasonable   grounds  for  believing  that  the
individual's conduct was lawful.

         Pursuant  to  Part 8 of the  Company's  Articles  of  Continuance,  the
Company may  purchase and maintain  insurance  for the benefit of an  individual
referred  to in the  foregoing  section  against any  liability  incurred by the
individual:  in the  individual's  capacity  as a  director  or  officer  of the
Company;  or in the individual's  capacity as a director or officer,  or similar
capacity, of another entity, if the individual acts or acted in that capacity at
the Company's request.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8. EXHIBITS

3.1      Articles of Continuance*
4.1      Strata Oil & Gas Inc. 2006 Stock Option Plan
4.2      Form of Stock Option Agreement
5.1      Opinion of Morton & Company as to the legality of the securities  being
         registered
23.1     Consent of Morton & Company (included in Exhibit 5.1)
23.2     Consent of BDO Dunwoody LLP
24.1     Power of Attorney (Contained on the signature page of this Registration
         Statement)

*Previously filed with the Company's Registration Statement on Form S-4 on April
22, 2003.

ITEM 9. UNDERTAKINGS

The  undersigned  Company hereby  undertakes,  except as otherwise  specifically
provided in the rules of the Commission promulgated under the Securities Act:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

         (i)      To include any prospectus  required by section 10(a)(3) of the
                  Securities Act;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20% change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement.

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(4) That, for purposes of determining  any liability  under the Securities  Act,
each filing of the Company's  annual report pursuant to section 13(a) or section
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Calgary, Alberta, Canada, on May 31, 2006.

                     By: /s/ Manny Dhinsa___________________
                         Manny Dhinsa, President, Secretary, Treasurer,
                         and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSON BY THESE  PRESENTS,  that each person  whose  signature
appears  below   constitutes  and  appoints  Manny  Dhinsa  with  the  power  of
substitution, his attorney-in-fact,  to sign any amendments to this Registration
Statement  and to file the same,  with exhibits  thereto and other  documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying and confirming all that his substitute, may do or choose to be done by
virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated.

SIGNATURE                  TITLE                                DATE
---------                  ---------                            ----

/s/  Manny Dhinsa          President, Chief Executive           May 31, 2006
-----------------
    Manny Dhinsa           Officer, Secretary, and Treasurer

/s/ Pratt Barndollar       Director                             May 31, 2006
--------------------
   Pratt Barndollar

/s/ Charlie Perity         Director                             May 31, 2006
------------------
Charlie Perity

/s/ Scott Praill           Director                             May 31, 2006
----------------
Scott Praill

/s/ Pol Brisset            Director                             May 31, 2006
---------------
Pol Brisset