As filed with the Securities and Exchange Commission on February 12, 2007

                                                     Registration No. 333-______
================================================================================

                     U.S. SECURITIES AND EXCHANGECOMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              GIANT 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.)

                       246 Stewart Green S.W., Suite 4010
                        Calgary, Alberta, Canada, T3H 3C8
                    (Address of Principal Executive Offices)

                             2006 Stock Option Plan
                            (Full Title of the Plan)

                                David Lubin, Esq.
                         David Lubin & Associates, PLLC
                             26 E. Hawthorne Avenue
                             Valley Stream, NY 11580

                     (Name and Address of Agent for Service)

                                 (516) 887-8200
          (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       5,000,000(1)              $3.00              $15,000,000          $1,605

---------------------------- --------------------- ----------------------- ------------------- ----------------
</TABLE>


<PAGE>

         (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.

         Giant  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 F-1
Registration  Statement,  No.  333-125381  filed with the  Commission on May 31,
2005, including without limitation, the Articles of Incorporation and By-Laws of
the Company, filed as exhibits to said Registration Statement,  and the Articles
of  Amendment  to the  Articles  of  Incorporation,  filed  with  the  Company's
registration statement filed on Form F-1/A filed on September 7, 2005.


<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Canadian  Federal  corporate  laws  provide,  among  other  things,  that we may
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened,  pending or completed action,  suit or proceeding (other than
an action by us or in our right) by reason of the fact that the person is or was
a  director,  officer,  agent or employee of our company or is or was serving at
our request as a director,  officer,  agent, or employee of another corporation,
partnership,  joint  venture,  trust  or  other  enterprise,  against  expenses,
including  attorneys'  fees,  judgments,  fines and amounts  paid in  settlement
actually and reasonably  incurred by the person in connection  with such action,
suit or proceeding.  The power to indemnify applies if such person is successful
on the merits or otherwise in defense of any action,  suit or proceeding,  or if
such person acted in good faith and in a manner he reasonably  believed to be in
the best interest, or not opposed to the best interest, of our company, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.  The power to indemnify  applies to actions brought by
us or in our  right  as  well,  but  only  to the  extent  of  defense  expenses
(including  attorneys' fees but excluding  amounts paid in settlement)  actually
and reasonably  incurred and not to any satisfaction of a judgment or settlement
of the claim  itself,  and with the further  limitation  that in such actions no
indemnification  shall be made in the event of any adjudication of negligence or
misconduct in the performance of his duties to the Registrant,  unless the court
believes that in light of all the  circumstances  indemnification  should apply.
The  indemnification  provisions  contained  in Canadian  Corporate  Law are not
exclusive  of any  other  rights  to  which a  person  may be  entitled  by law,
agreement, vote of stockholders or disinterested directors or otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

3.1      Articles of Incorporation*
3.2      Amendment to Articles of Incorporation**
3.3      Bylaws*
4.1      Giant 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)

<PAGE>

23.2     Consent of SmytheRatcliffe
24.1     Power of Attorney (Contained on the signature page of this Registration
         Statement)

*Previously filed with the Company's  Registration  Statement on Form F-1 on May
31, 2005. ** Previously filed with the Company's  Registration Statement on Form
F-1/A filed on September 7, 2005

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 Solana Beach, California, on February 12, 2007.

                                 By:   /s/ Robert Coale
                                       ------------------------------------
                                       Robert Coale, 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  Robert  Coale  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/  Robert Coale  President, Chief Executive           February 12, 2007
-----------------
    Robert Coale   Officer, Secretary, and Treasurer


/s/ Donald Neal    Vice President                       February 12, 2007
---------------
   Donald Neal



/s/ Duncan Budge   Director                             February 12, 2007
----------------
Duncan Budge



/s/ Michael Nott   Director                             February 12, 2007
----------------
Michael Nott
[{"type": "S-8", "sequence": "1", "filename": "forms8021207.txt", "secsgml_size_bytes": 13663}]
{"company-data": {"conformed-name": "Giant Oil & Gas Inc.", "cik": "0001327926", "assigned-sic": "1381", "irs-number": "000000000", "state-of-incorporation": "A0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-140705", "film-number": "07620182"}, "business-address": {"street1": "246 STEWART GREEN S.W. SUITE 4010", "city": "CALGARY", "state": "A0", "zip": "T3H 3C8", "phone": "1-604-613-1334"}, "mail-address": {"street1": "246 STEWART GREEN S.W. SUITE 4010", "city": "CALGARY", "state": "A0", "zip": "T3H 3C8"}}
As filed with the Securities and Exchange Commission on February 12, 2007

                                                     Registration No. 333-______
================================================================================

                     U.S. SECURITIES AND EXCHANGECOMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              GIANT 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.)

                       246 Stewart Green S.W., Suite 4010
                        Calgary, Alberta, Canada, T3H 3C8
                    (Address of Principal Executive Offices)

                             2006 Stock Option Plan
                            (Full Title of the Plan)

                                David Lubin, Esq.
                         David Lubin & Associates, PLLC
                             26 E. Hawthorne Avenue
                             Valley Stream, NY 11580

                     (Name and Address of Agent for Service)

                                 (516) 887-8200
          (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       5,000,000(1)              $3.00              $15,000,000          $1,605

---------------------------- --------------------- ----------------------- ------------------- ----------------
(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.

         Giant  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 F-1
Registration  Statement,  No.  333-125381  filed with the  Commission on May 31,
2005, including without limitation, the Articles of Incorporation and By-Laws of
the Company, filed as exhibits to said Registration Statement,  and the Articles
of  Amendment  to the  Articles  of  Incorporation,  filed  with  the  Company's
registration statement filed on Form F-1/A filed on September 7, 2005.
ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Canadian  Federal  corporate  laws  provide,  among  other  things,  that we may
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened,  pending or completed action,  suit or proceeding (other than
an action by us or in our right) by reason of the fact that the person is or was
a  director,  officer,  agent or employee of our company or is or was serving at
our request as a director,  officer,  agent, or employee of another corporation,
partnership,  joint  venture,  trust  or  other  enterprise,  against  expenses,
including  attorneys'  fees,  judgments,  fines and amounts  paid in  settlement
actually and reasonably  incurred by the person in connection  with such action,
suit or proceeding.  The power to indemnify applies if such person is successful
on the merits or otherwise in defense of any action,  suit or proceeding,  or if
such person acted in good faith and in a manner he reasonably  believed to be in
the best interest, or not opposed to the best interest, of our company, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.  The power to indemnify  applies to actions brought by
us or in our  right  as  well,  but  only  to the  extent  of  defense  expenses
(including  attorneys' fees but excluding  amounts paid in settlement)  actually
and reasonably  incurred and not to any satisfaction of a judgment or settlement
of the claim  itself,  and with the further  limitation  that in such actions no
indemnification  shall be made in the event of any adjudication of negligence or
misconduct in the performance of his duties to the Registrant,  unless the court
believes that in light of all the  circumstances  indemnification  should apply.
The  indemnification  provisions  contained  in Canadian  Corporate  Law are not
exclusive  of any  other  rights  to  which a  person  may be  entitled  by law,
agreement, vote of stockholders or disinterested directors or otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

3.1      Articles of Incorporation*
3.2      Amendment to Articles of Incorporation**
3.3      Bylaws*
4.1      Giant 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 SmytheRatcliffe
24.1     Power of Attorney (Contained on the signature page of this Registration
         Statement)

*Previously filed with the Company's  Registration  Statement on Form F-1 on May
31, 2005. ** Previously filed with the Company's  Registration Statement on Form
F-1/A filed on September 7, 2005

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 Solana Beach, California, on February 12, 2007.

                                 By:   /s/ Robert Coale
                                       ------------------------------------
                                       Robert Coale, 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  Robert  Coale  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/  Robert Coale  President, Chief Executive           February 12, 2007
-----------------
    Robert Coale   Officer, Secretary, and Treasurer

/s/ Donald Neal    Vice President                       February 12, 2007
---------------
   Donald Neal

/s/ Duncan Budge   Director                             February 12, 2007
----------------
Duncan Budge

/s/ Michael Nott   Director                             February 12, 2007
----------------
Michael Nott