UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
x
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the
First Quarter ended March 31, 2008
Commission
File Number: 0-30891
Turner
Valley Oil & Gas, Inc.
(Exact
name of Registrant as specified in its charter)
|
(Jurisdiction
of Incorporation
|
(I.R.S.
Employer Identification No.)
|
|
|
604-700
West Pender Street, Vancouver, BC
|
V6C
1G8
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code: (604) 602-1650
Securities
registered pursuant to Section 12(g) of the Act: Common Stock
61,335,984 shares
off common stock were outstanding as of March 31, 2008.
Transitional
Small Business Disclosure Format (check one): yes
£
no
S
INTRODUCTION
This
Registrant (Reporting Company) has elected to refer to itself, whenever
possible, by normal English pronouns, such as "We", "Us" and "Our". This Form
8-K may contain forward-looking statements. Such statements include statements
concerning plans, objectives, goals, strategies, future events, results or
performances, and underlying assumptions that are not statements of historical
fact. This document and any other written or oral statements made by us or on
our behalf may include forward-looking statements which reflect our current
views, with respect to future events or results and future financial
performance. Certain words indicate forward-looking statements, words like
"believe", "expect", "anticipate", "intends", "estimates", "forecast",
"projects", and similar expressions.
PART
I: FINANCIAL INFORMATION
Item 1. Financial
Statements
.
The
financial statements, for the three months ended March 31, 2008, included herein
have been prepared by the us, without audit pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnotes disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although we believe that the
disclosures are adequate to make the information not misleading.
The
Remainder of this Page is Intentionally left Blank
TURNER
VALLEY OIL & GAS, INC.
CONSOLIDATED
FINANCIAL STATEMENTS
March
31, 2008
Consolidated
Balance Sheets
Consolidated
Statements of Operations
Consolidated
Statements of Cash Flows
Notes to
the Consolidated Financial Statements
TURNER VALLEY OIL & GAS,
INC.
(A
Development Stage Company)
Consolidated
Balance Sheets
ASSETS
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
9,112
|
|
|
$
|
75,688
|
|
Accounts
receivable
|
|
|
12,244
|
|
|
|
8,088
|
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
|
21,356
|
|
|
|
83,776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OIL
AND GAS PROPERTIES USING
FULL COST ACCOUNTING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Properties
subject to amortization
|
|
|
15,675
|
|
|
|
18,175
|
|
Unproved
properties
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net
Oil and Gas Properties
|
|
|
15,675
|
|
|
|
18,175
|
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
- Marketable Securities available for sale
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
Other Assets
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
37,031
|
|
|
$
|
101,951
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
20,997
|
|
|
$
|
4,211
|
|
Notes
payable, related party
|
|
|
23,658
|
|
|
|
23,658
|
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
44,655
|
|
|
|
27,869
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
44,655
|
|
|
|
27,869
|
|
|
|
|
|
|
|
|
|
|
Other
Commitments or Contingencies
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock, 100,000,000 shares authorized of $0.001 par value, 61,335,984
shares issued and outstanding, respectively
|
|
|
61,337
|
|
|
|
61,337
|
|
Capital
in excess of par value
|
|
|
4,741,873
|
|
|
|
4,741,873
|
|
Accumulated
other comprehensive income
|
|
|
(3,357
|
)
|
|
|
(3,356
|
)
|
Deficit
accumulated during the development stage
|
|
|
(4,807,477
|
)
|
|
|
(4,725,772
|
)
|
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity
|
|
|
(7,624
|
)
|
|
|
74,082
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
37,031
|
|
|
$
|
101,951
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
TURNER
VALLEY OIL & GAS, INC.
(A
Development Stage Company)
Consolidated
Statements of Operations and Comprehensive Income/(Loss)
|
|
|
|
|
|
|
|
From
|
|
|
|
|
|
|
|
|
|
Inception
on
|
|
|
|
For
the
|
|
|
April 21,
1999
|
|
|
|
3
months Ended
|
|
|
Through
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalties
received
|
|
$
|
1,456
|
|
|
$
|
401
|
|
|
$
|
26,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of production
|
|
|
-
|
|
|
|
-
|
|
|
|
51,753
|
|
Depletion
|
|
|
2,500
|
|
|
|
2,500
|
|
|
|
33,267
|
|
Abandonment
of natural gas and oil property
|
|
|
-
|
|
|
|
-
|
|
|
|
525,544
|
|
General
and administrative
|
|
|
83,056
|
|
|
|
34,581
|
|
|
|
5,026,367
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Expenses
|
|
|
85,556
|
|
|
|
37,081
|
|
|
|
5,636,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
OPERATING LOSS
|
|
|
(84,100
|
)
|
|
|
(36,680
|
)
|
|
|
(5,610,436
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain
on sale of investments
|
|
|
-
|
|
|
|
41,839
|
|
|
|
798,510
|
|
Rent
Received
|
|
|
2,393
|
|
|
|
-
|
|
|
|
7,741
|
|
Interest
expense
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,292
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Other Income (Expense)
|
|
|
2,393
|
|
|
|
41,839
|
|
|
|
802,959
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
PROFIT/(LOSS) BEFORE INCOME TAX
|
|
$
|
(81,707
|
)
|
|
$
|
5,159
|
|
|
$
|
(4,807,477
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
PROFIT/(LOSS)
|
|
$
|
(81,707
|
)
|
|
$
|
5,159
|
|
|
$
|
(4,807,477
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
LOSS PER COMMON SHARE
|
|
$
|
(0.00
|
)
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
|
|
|
61,335,984
|
|
|
|
58,535,984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE
INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$
|
(81,707
|
)
|
|
$
|
5,159
|
|
|
$
|
(4,807,477
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Gain on Marketable Securities
|
|
|
-
|
|
|
|
158,684
|
|
|
|
(725
|
)
|
Foreign
Currency Translation
|
|
|
-
|
|
|
|
725
|
|
|
|
(3,357
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE
INCOME (LOSS)
|
|
$
|
(81,707
|
)
|
|
$
|
164,568
|
|
|
$
|
(4,811,559
|
)
|
The
accompanying notes are an integral part of these consolidated financial
statements.
Turner
Valley Oil & Gas Corporation
|
|
(A
Development Stage Company)
|
|
Statement
of Stockholders' Equity and Comprehensive Income
|
|
For
the period from inception to March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Comprehensive
|
|
|
Retained
|
|
|
Subscription
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Paid-in-Capital
|
|
|
Income/(Loss)
|
|
|
Earnings
|
|
|
Receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at inception April 21, 1999
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for services during 1999
|
|
|
41,080
|
|
|
|
41
|
|
|
|
5,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for cash during 1999
|
|
|
16,000
|
|
|
|
16
|
|
|
|
99,984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the period ended December 31, 1999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(96,935
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 1999
|
|
|
57,080
|
|
|
|
57
|
|
|
|
105,078
|
|
|
|
0
|
|
|
|
(96,935
|
)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the period ended December 31, 2000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27,242
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2000
|
|
|
57,080
|
|
|
|
57
|
|
|
|
105,078
|
|
|
|
0
|
|
|
|
(124,177
|
)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the period ended December 31, 2001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(65,380
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2001
|
|
|
57,080
|
|
|
|
57
|
|
|
|
105,078
|
|
|
|
0
|
|
|
|
(189,557
|
)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for debt reduction during 2002
|
|
|
8,000
|
|
|
|
8
|
|
|
|
99,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for services during 2002
|
|
|
2,190,150
|
|
|
|
2,190
|
|
|
|
1,092,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the period ended December 31, 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,240,008
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2002
|
|
|
2,255,230
|
|
|
|
2,255
|
|
|
|
1,297,955
|
|
|
|
0
|
|
|
|
(1,429,565
|
)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for services at $.02 per share
|
|
|
1,500,000
|
|
|
|
1,500
|
|
|
|
298,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rounding
of shares from reverse split
|
|
|
2,000
|
|
|
|
2
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for accounts payable at $.05 Per share
|
|
|
8,000,000
|
|
|
|
8,000
|
|
|
|
392,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for services at $.015 per share
|
|
|
31,729,200
|
|
|
|
31,729
|
|
|
|
444,209
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for services at $.015 per share
|
|
|
9,487,504
|
|
|
|
9,488
|
|
|
|
132,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.05 per share
|
|
|
2,000,000
|
|
|
|
2,000
|
|
|
|
98,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.05 per share
|
|
|
650,000
|
|
|
|
650
|
|
|
|
31,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation
of Common Stock
|
|
|
(16,691,520
|
)
|
|
|
(16,692
|
)
|
|
|
(220,459
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for cash at $.05 per share
|
|
|
3,000,000
|
|
|
|
3,000
|
|
|
|
147,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for cash at $.30 per share
|
|
|
100,000
|
|
|
|
100
|
|
|
|
29,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for cash at $.35 per share
|
|
|
528,570
|
|
|
|
529
|
|
|
|
184,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency Translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,718
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the period ended December 31, 2003
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
(1,137,760
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2003
|
|
|
42,560,984
|
|
|
|
42,561
|
|
|
|
2,836,249
|
|
|
|
(1,718
|
)
|
|
|
(2,567,325
|
)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.20 per share
|
|
|
932,500
|
|
|
|
933
|
|
|
|
185,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.08 per share
|
|
|
1,597,500
|
|
|
|
1,598
|
|
|
|
126,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.08 per share
|
|
|
1,000,000
|
|
|
|
1,000
|
|
|
|
79,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.11 per share
|
|
|
85,000
|
|
|
|
85
|
|
|
|
9,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/30/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.20 per share
|
|
|
1,385,000
|
|
|
|
1,385
|
|
|
|
275,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for Cash at $.05 per share
|
|
|
975,000
|
|
|
|
975
|
|
|
|
47,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription
Recievable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(48,750
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency Translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,367
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the period ended December 31, 2004
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
(784,001
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2004
|
|
|
48,535,984
|
|
|
|
48,537
|
|
|
|
3,559,673
|
|
|
|
(4,085
|
)
|
|
|
(3,351,325
|
)
|
|
|
(48,750
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.13 per share
|
|
|
2,850,000
|
|
|
|
2,850
|
|
|
|
367,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.13 per share
|
|
|
2,000,000
|
|
|
|
2,000
|
|
|
|
258,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency Translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(725
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription
Recievable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the period ended December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(472,917
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2005
|
|
|
53,385,984
|
|
|
|
53,387
|
|
|
|
4,185,323
|
|
|
|
(4,810
|
)
|
|
|
(3,824,242
|
)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.13 per share
|
|
|
2,000,000
|
|
|
|
2,000
|
|
|
|
258,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.08 per share
|
|
|
1,600,000
|
|
|
|
1,600
|
|
|
|
126400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.08 per share
|
|
|
1,450,000
|
|
|
|
1,450
|
|
|
|
114,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued under Rule 144 at $0.13 per share
|
|
|
100,000
|
|
|
|
100
|
|
|
|
12,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income for the year ended
December 31,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,093
|
|
|
|
(287,236
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as at December 31, 2006
|
|
|
58,535,984
|
|
|
|
58,537
|
|
|
|
4,697,173
|
|
|
|
495,283
|
|
|
|
(4,111,478
|
)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realization
of unrealized gains on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(500,093
|
)
|
|
|
|
|
|
|
|
|
Foreign
currency transalation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,453
|
|
|
|
|
|
|
|
|
|
Issuance
of S-8 stock for services at $0.01
|
|
|
1,500,000
|
|
|
|
1,500
|
|
|
|
13,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of S-8 stock for services at $0.025
|
|
|
1,300,000
|
|
|
|
1,300
|
|
|
|
31,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income/(loss) for the year ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(614,292
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as at December 31, 2007
|
|
|
61,335,984
|
|
|
|
61,337
|
|
|
|
4,741,873
|
|
|
|
(3,357
|
)
|
|
|
(4,725,770
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income/(loss) for the quarter ended March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-81,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as at March 31, 2008
|
|
|
61,335,984
|
|
|
|
61,337
|
|
|
|
4,741,873
|
|
|
|
(3,357
|
)
|
|
|
(4,807,477
|
)
|
|
|
0
|
|
TURNER
VALLEY OIL & GAS, INC.
(A
Development Stage Company)
Consolidated
Statements of Cash Flows
|
|
|
|
|
|
|
|
From
|
|
|
|
|
|
|
|
|
|
Inception
on
|
|
|
|
|
|
|
|
|
|
April 21,
1999
|
|
|
|
For
the 3 months Ended
|
|
|
Through
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(81,707
|
)
|
|
$
|
5,159
|
|
|
$
|
(4,807,477
|
)
|
Adjustments
to reconcile net loss to net cash
used in operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depletion
|
|
|
2,500
|
|
|
|
2,500
|
|
|
|
33,267
|
|
Loss
on abandonment of property
|
|
|
-
|
|
|
|
-
|
|
|
|
551,025
|
|
Gain
on sale of Investment
|
|
|
-
|
|
|
|
(41,839
|
)
|
|
|
(834,085
|
)
|
Common
stock issued for services rendered
|
|
|
-
|
|
|
|
87
|
|
|
|
4,289,460
|
|
Non-cash
Effect from Foreign Currency Translation
|
|
|
-
|
|
|
|
-
|
|
|
|
1,274
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
(4,085
|
)
|
Increase
(Decrease) in bank Overdraft
|
|
|
-
|
|
|
|
(3,397
|
)
|
|
|
-
|
|
Increase
(Decrease) in accounts receivable
|
|
|
(4,155
|
)
|
|
|
4,704
|
|
|
|
(4,874
|
)
|
Increase
(Decrease) in accounts payable - related Party
|
|
|
|
|
|
|
-
|
|
|
|
23,659
|
|
Increase
in accounts payable and accrued expenses
|
|
|
16,786
|
|
|
|
-
|
|
|
|
312,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Operating Activities
|
|
|
(66,576
|
)
|
|
|
(32,786
|
)
|
|
|
(439,462
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from sale of investments
|
|
|
-
|
|
|
|
53,313
|
|
|
|
1,073,082
|
|
Investing
in new Oil & Gas working interests
|
|
|
-
|
|
|
|
-
|
|
|
|
(825,544
|
)
|
Expenditures
for oil and gas property development
|
|
|
|
|
|
|
-
|
|
|
|
(312,714
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Investing Activities
|
|
|
-
|
|
|
|
53,313
|
|
|
|
(65,176
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from issuance of common stock
|
|
|
-
|
|
|
|
-
|
|
|
|
465,000
|
|
Receipt
of subscription receivable
|
|
|
-
|
|
|
|
-
|
|
|
|
48,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Financing Activities
|
|
|
-
|
|
|
|
-
|
|
|
|
513,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCREASE (DECREASE) IN CASH
|
|
|
(66,576
|
)
|
|
|
20,527
|
|
|
|
9,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
|
75,688
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
9,112
|
|
|
$
|
20,527
|
|
|
$
|
9,112
|
|
SUPPLEMENTAL
CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
PAID FOR:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Income
taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CASH
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for services rendered
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
3,756,960
|
|
Common
stock issued for retirement of payables
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
532,500
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
Notes to
the Consolidated Financial Statements
March 31,
2008
NOTE
1 -
|
BASIS
OF PRESENTATION
|
The
financial information included herein is un-audited and has been prepared
consistent with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, these financial statements do not
include all information and footnotes required by generally accepted accounting
principles for complete financial statements. These statements should
be read in conjunction with the audited financial statements and notes thereto
included in the Company’s annual report on Form 10-KSB for the year ended
December 31, 2007. In the opinion of management, these financial
statements contain all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of results for the interim period presented.
The
results of operations for the three months ended March 31, 2008 are not
necessarily indicative of the results to be expected for the full
year.
Following
is a reconciliation of the loss per share for the three months and three months
ended March 31, 2008 and 2007:
|
|
For
the
|
|
|
|
Three
Months Ended
|
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2007
|
|
Net
Profit/(loss) available to
common shareholders
|
|
$
|
(81,707
|
)
|
|
|
5,159
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares
|
|
|
61,335,984
|
|
|
|
58,535,984
|
|
Basic
income per share (based
on weighted
averageshares)
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
Notes to
the Consolidated Financial Statements
March 31,
2008
NOTE
3 -
|
OIL
AND GAS PROPERTIES
|
The full
cost method is used in accounting for oil and gas
properties. Accordingly, all costs associated with acquisition,
exploration, and development of oil and gas reserves, including directly related
overhead costs, are capitalized. In addition, depreciation on
property and equipment used in oil and gas exploration and interest costs
incurred with respect to financing oil and gas acquisition, exploration and
development activities are capitalized in accordance with full cost
accounting. All capitalized costs of proved oil and gas properties
subject to amortization are being amortized on the unit-of-production method
using estimates of proved reserves. Investments in unproved
properties and major development projects not subject to amortization are not
amortized until proved reserves associated with the projects can be determined
or until impairment occurs. If the results of an assessment indicate
that the properties are impaired, the amount of the impairment is added to the
capitalized costs to be amortized. As of March 31, 2008 and December
31, 2007, proved oil and gas reserves had been identified on certain of the
Company’s oil and gas properties. During the three months ended March
31, 2008 and 2007, the Company recorded depletion of $2,500 on its producing
properties.
NOTE
4 -
|
INVESTMENT
IN WIN ENERGY
|
During
the three months ending March 31, 2007, the Company sold 85,500 shares of its
investment in WIN Energy on the open market, realizing a gain of
$41,839.
Notes to
the Consolidated Financial Statements
March 31,
2008
The
Company’s financial statements have been prepared assuming that the Company will
continue as a going concern. The Company is dependent upon raising capital to
execute its business plan. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty. It is management's plan to raise capital in order to
execute their business plan, thus creating necessary operating
revenues.
Item
2. Discussion and Analysis or Plan of Operation.
The
Company’s sole focus is on the exploration for, development drilling for, and
transmission facilities for the production and sale of oil and
gas. The Company has incorporated a wholly owned Canadian subsidiary
named T.V Oil & Gas Canada Limited. This Company is a Federal Canadian
Registered Company and complies with all applicable laws within
Canada.
Our
financial statements contain the following additional material
notes:
(Note
6-Going Concern) The Company’s financial statements have been
prepared assuming that the Company will continue as a going concern. The Company
is dependent upon raising capital to execute its business plan. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. It is management's plan to raise capital
in order to execute their business plan, thus creating necessary operating
revenues.
(Note
3-Development Stage Company) The Company is a development stage
company as defined in Financial Accounting Standards Board Statement 7. It is
concentrating substantially all of its efforts in raising capital and developing
its business operations in order to generate operating revenues.
(B) DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
During
the quarter ended March 31, 2008, we had royalty revenues of $1,456 from our
working interest in the Strachan property (March 31, 2007: $401). The increase
in royalties was caused by an increase in natural gas prices obtained by the
operator. All our properties are geographically and physically independent of
one another. They are located in the Western Canada Geologic Basin centered in
Alberta, Canada.
The Strachan Property
. On
August 20, 2003, we entered into a purchase agreement to acquire 1% interest in
a producing gas well, located at 2-2-38-9W5 Red Deer, Alberta, Canada. The
Strachan Prospect is located 80 miles NW of Calgary, Alberta. The gas production
rate at the time of the acquisition fluctuated between 1.5 and 2 MMCF/Day
(million cubic feet of gas per day). The Company's senior management has set out
a rework program for this well. The rework program calls for an acid wash and
acid stimulation of the producing formation. The Company has agreed to
participate in the program. The program was completed on October 15, 2003 and as
of October 20, 2003, the new production rates have stabilized at approximately
2.66 MMCF/Day, representing a 40% increase over initial production
rates.
In
addition to the preceding acquisition, we entered into a purchase agreement to
acquire 0.5% interest in 10 Sections (6,400 acres) of drilling rights offsetting
Sct. 22-38-9W-5. These offsetting sections have identified seismic anomalies in
multiple cretaceous pay zones. The purchase price of the property was
$45,114. The depletion for the year ended March 31, 2008 was
$2,500. (March 31, 2007: $2,500)
The
Strachan Property – Leduc Formation
On
September 23, 2005 Turner Valley Oil and Gas Inc. through its wholly owned
subsidiary TV Oil and Gas Canada Limited, has entered into a farm-out agreement
with Odin Capital Inc. of Calgary, Alberta.
The terms
of the Farm-Out agreement are as follows:
In
exchange for our paying 3.00% of all costs associated with drilling,
testing and completing the test well (expected drilling cost – approx. $6.3
million Canadian to the 100% interest) on the property that is referred to as
the Leduc Formation test well, we will have earned;
|
1)
|
In
the spacing unit for the Earning Well, a 1.500% interest in the petroleum
and natural gas below the base of the Mannville excluding natural gas in
the Leduc formation, and a 3.00% interest in the natural gas in the Leduc
formation before payout subject to payment of an Overriding Royalty which
is convertible upon payout at the Royalty Owners option to 50% of our
interest.
|
|
2)
|
A
1.200% interest in the rights below the base line of the Shunda formation
in Section 10,Township 38, Range
9W5M
|
|
3)
|
A
0.966% interest in the rights below the base of the Shunda formation in
sections 15 & 16,Township 38,Range 9W5M, down to the base of the
deepest formation penetrated.
|
ON July
6
th
,
2006, the Company purchased an additional 2% from its Chairman & CEO for a
total cost of $190,882. The amount was paid in WIN stock at a value of $2 when
the market value of the stock was $1.90.
Additionally,
the Company incurred $44,405 of further costs associated with the exploration of
the well during the quarter.
The total
costs are to date are $525,544 for our interest, under the terms of our
agreement.
The
Strachan Prospect is located 80 miles NW of Calgary, Alberta. The
Company expects testing of this prospect in the near future, which will enable
the Company to determine whether to continue or abandon this
project. Testing of the first well showed no economic hydrocarbons
and the well was abandoned.
General
and Administrative costs
General
and Administrative costs for the quarter ended March 31, 2008
increased to $85,556, when compared to $34,581, for the corresponding
period in the prior year. The increase was caused by a general increase in
overhead for the period.
The
Company’s total expenses were $85,556 for the quarter ended March 31, 2008
compared to $37,081 for the prior year. The increase in total
expenses was caused by an increase in general expenses.
The Net
Loss for the year just ended was $(81,707) as compared to a Net Profit of $5,159
for the corresponding period for the prior year. The increase in loss for the
year was caused by a reduction in Other income.
(1)
Liquidity
. Our net working
capital for the quarter ended March 31, 2008 decreased to $(23,299), compared to
a deficit of $55,907 for the year ended December 31, 2007. The decrease in
working capital was caused the increase in general expenses for the
period.
To date
we have not invested in derivative securities or any other financial instruments
which involve a high level of complexity or risk. We expect that in the future,
an excess cash will continue to be invested in credit quality, interest-bearing
securities.
We
believe cash from operating activities, and our existing cash sources may not be
sufficient to meet our working capital requirements for the next 12 months. We
will likely require additional funds to support our business plan. Management
intends to raise additional working capital through debt and equity
financing.
PART
II: OTHER INFORMATION
Item 1. Legal Proceedings
.
None.
Item 2. Changes in Securities
.
None.
Item 3. Defaults on Senior
Securities
. None
Item 4. Submission of Matters to Vote
of Security Holders
. None.
Item 5. Other Information.
None
.
Item 6. Exhibits and Reports on Form
8-K
.
Exhibit 32.
Certification Pursuant TO 18 USC Section
1350
The
Remainder of this Page is Intentionally left Blank
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Form 10-Q
Report for the Second Quarter ended March 31, 2008, has been signed below by the
following persons on behalf of the Registrant and in the capacity and on the
date indicated.
Turner Valley Oil and Gas,
Inc.
Dated:
May 14, 2007
by
s/Kulwant
Sandher
|
|
/s/Donald
Jackson Wells
|
|
/s/Joseph
Kane
|
Kulwant
Sandher
|
|
Donald
Jackson Wells
|
|
Joseph
Kane
|
President
/ CFO
|
|
director
|
|
director
|
Page - 15
Grafico Azioni Turner Valley Oil and Gas (CE) (USOTC:TVOG)
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Grafico Azioni Turner Valley Oil and Gas (CE) (USOTC:TVOG)
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