FORM
10-KSB/A
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
x
ANNUAL
REPORT PURSUANT TO SECTION 13 or 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number:
000-30891
For the
Year ended
December 31,
2007
Turner
Valley Oil & Gas Inc.
Nevada
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Optional
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(Jurisdiction
of Incorporation)
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(I.R.S.
Employer Identification No.)
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604
- 700 West Pender Street Vancouver Canada
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V6C
1G8
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
(604) 602-1650
Securities
registered pursuant to Section 12(g) of the Act:
Common Voting Equity
Stock
Yes
S
No
£
(Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.)
£
(Indicate
by check mark whether if disclosure of delinquent filers (
'
229.405)
is not and will not to the best of Registrant's knowledge be contained herein,
in definitive proxy or information statements incorporated herein by reference
or any amendment hereto.)
Issuer's
Revenues most recent fiscal year:
None
As of
12/31/07
the number of
shares of common stock outstanding was
58,335,970
.
As of
12/31/07
the number of
shares held by non-affiliates was approximately
54,646,975
shares, with a market
value of
$3,825,288
low
bid of
$0.07
Exhibit
Index is found on page 13
CONTENTS
INTRODUCTION
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3
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ABOUT
THIS AMENDMENT
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3
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PART
I
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4
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ITEM
1.
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(a)
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4
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(b)
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4
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ITEM
2.
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4
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ITEM
3.
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5
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ITEM
4.
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5
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PART
II
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6
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ITEM
5.
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6
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(a)
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6
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(b)
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6
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(c)
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6
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(d)
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7
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ITEM
6.
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7
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ITEM
7.
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9
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ITEM
8.
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11
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PART
III
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12
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ITEM
9.
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12
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ITEM
10.
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12
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ITEM
11.
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13
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Item
12.
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14
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ITEM
13.
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14
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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
10-KSB 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.
ABOUT
THIS AMENDMENT
The body
of this Amended Annual report contains some formal rephrasing of our description
of The Strachan Property
B
Leduc Formation and the Mississippi Project, at the end of Management's
Discussion and Analysis. Executive Compensation Tables have been given technical
revision with no substantial impact or change of the essential information
provided. Technical and formal revisions have been made to Item 12, Controls and
Procedures.
For
discussion of amendments of our Financial Statements, please see Item
7.
PART
I
ITEM
a).
Description
of Business.
(i))
Form
and
Year of Organization.
Our Corporate organization and history is described
in our previous annual and quarterly reports. During 2007 we issued share to
Officers, Directors and service providers, pursuant to registration, as provided
in Sections 5 and 6 of the Securities Act of 1933, with filings on Form
S-8.
The
foregoing is illustrated more fully in the table on the following
page.
Current
Year Issuances
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Valued
at
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Shares
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Carried
from 12/31/05
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55,535,970
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Issue
4/01/07: Registered for services @0.025
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$
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70,000
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2,800,000
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Total
Issued and Outstanding 12/31/05
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$
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70,000
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58,335,970
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(ii))
Our
Business.
Turner
Valley Oil and Gas Inc.
(
A
TVOG
@
)
is an emerging oil and gas Company. Since commencing operations as an Oil and
Gas Company, in August of 2003, TVOG has incorporated a wholly owned Canadian
subsidiary, TV Oil and Gas Canada Limited (Federal Canadian Registry). Our
subsidiary has acquired a solid base of oil and gas properties located in the
western basin of Alberta, Canada. These properties provide
Turner Valley Oil and Gas
Inc.
with a firm foothold in the oil and gas sector. It is Managements
intent to continue to; add proven producing, development and exploration
properties during 2007. As is the case with all of our properties, the Company
has taken all necessary actions to commence operations on these properties as
quickly as possible and this has been done. The nature of the oil and gas
business requires that the Management and Board remain diligent in assessing
risk and insisting that the Company’s Operators work in strict compliance with
all prevailing legislation. This has been done.
Risk
Tolerance
Our risk
tolerance would best be described as conservative in nature. Although we
recognize that oil and commodity pricing is reaching all time highs we routinely
apply flat pricing at a discount to market, in our risk analysis. We will only
participate in programs that are; extremely well researched, fit within our
financial capacity and have undergone stringent independent reviews. If a
problem should occur at any time in the life of the property, Management has
developed an exit strategy for each property that will allow us to cap our
potential for loss. These exit stratagems are for internal use
only.
Please
see Management's Discussion and Analysis, Item 6 following.
DESCRIPTION
OF OIL & GAS PROPERTIES
ITEM
b).
Description
of Property.
We enjoy
the non-exclusive use of the offices of our Officers, and have no other
miscellaneous property of our own. But please see Management's Discussion and
Analysis, Item 6 following.
ITEM
c).
Legal
Proceedings.
There are
no legal proceedings pending against us, as of the preparation of this
Report.
ITEM
d).
Submission
of Matters to a Vote of Security
Holders.
None.
The
Remainder of this Page is Intentionally left Blank
PART
II
ITEM
e). Market for
Common
Equity and Stockholder Matters.
(i))
Market
Information.
The Common Stock of this Issuer has not been quoted Over
the Counter on the Bulletin Board ("OTCBB") or the NQB Pink Sheets or otherwise,
during the period of this report. Our common stock was cleared for quotation on
the OTCBB on February 20, 2002 and had never before traded in brokerage
transactions.
PERIOD
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HIGH
BID
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LOW
BID
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VOLUME
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3rd
2004
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0.18
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0.12
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4,784,580
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4th
2004
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0.34
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0.12
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22,427,460
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1st
2005
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0.38
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0.21
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59,337,300
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2nd
2005
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0.29
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0.12
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15,100,140
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3rd
2005
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0.19
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0.12
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11,437,060
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4th
2005
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0.14
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0.06
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10,552,140
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1st
2006
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0.23
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0.06
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13,434,000
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2nd
2006
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0.22
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0.03
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7,754,000
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3rd
2006
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0.14
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0.07
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6,864,000
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4th
2006
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0.11
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0.07
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9,134,000
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1st
2007
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0.08
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0.04
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10,660,000
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2nd
2007
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0.04
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0.02
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10,110,000
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3rd
2007
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0.02
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0.01
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10,008,000
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4th
2007
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0.03
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0.01
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9,200,000
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Source:
Yahoo Finance
(ii))
Holders
.
There are approximately 100 shareholders of our
common stock, giving effect to shares held in brokerage accounts.
(iii))
Dividends
.
No dividends have been paid by us on the
Common Stock or other Stock and no such payment is anticipated in the
foreseeable future. We have not paid any cash dividends on our Common Stock, and
do not anticipate paying cash dividends on our Common Stock in the next year. We
anticipate that any income generated in the foreseeable future will be retained
for the development and expansion of our business. Future dividend policy is
subject to the discretion of the Board of Directors and will depend upon a
number of factors, including future earnings, debt service, capital
requirements, business conditions, the financial condition of we and other
factors that the Board of Directors may deem relevant.
(iv))
Sales
of
Unregistered Common Stock 2007.
We made no unregistered issuances in
2005, 2006 or 2007.
ITEM
f).
Management's
Discussion and Analysis or Plan of
Operation.
(i)) Plan of Operation.
Our
plan of operations is a sole focus on exploration for, development drilling for,
and transmission facilities for, the production of oil and gas. Our Nevada
parent company
Turner Valley
Oil & Gas
, owns a wholly-owned Canadian subsidiary
T.V. Oil & Gas, Limited
,
a Federal Registered Canadian company in full compliance with all Canadian law
and regulations.
Our
financial statements contain the following additional material
notes:
(Note
2-Going Concern) The Company's financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has suffered
recurring operating losses and is dependent upon raising capital to continue
operations. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. It is management's plan to raise
additional funds to continue the explorations of the leases, and then to begin
producing oil and/or gas/or both to sell under contract and thereby generate the
necessary funds to continue operations.
(Note
3-Development Stage Company) We are a development stage company as defined in
Financial Accounting Standards Board Statement 7. We are concentrating on
raising capital and developing our business operation
(b) Cautionary Statements
.
There can be no assurance that we will be successful in raising capital through
private placements or otherwise. Even if we are successful in raising capital
through the sources specified, there can be no assurances that any such
financing would be available in a timely manner or on terms acceptable to us and
our current shareholders. Additional equity financing could be dilutive to our
then existing shareholders, and any debt financing could involve restrictive
covenants with respect to future capital raising activities and other financial
and operational matters. While Management has expressed confidence in the
attainment of profitability sooner, rather than later, projects and even
reasonable expectations are not outcomes yet. There is no absolute assurance
that even our best laid plans and most diligent operations will
succeed.
(c) Discussion and Analysis of
Financial Condition and Results of Operations.
During the year ended
December 31, 2007, we had royalty revenues of $4,165 from our working interest
in the Strachan property (December 31, 2006 $9,813). The decrease in royalties
was caused by a special assessment initiated by the Operator of the well during
the year ended December 31, 2006. 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 December 31, 2007 was
$10,000. (December 31, 2006 $10,000)
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: 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.
A 1.200%
interest in the rights below the base line of the Shunda formation in Section
10,Township 38, Range 9W5M
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 ended September 30, 2006.
By the
end of the fiscal year, we determined that our working interest in the LeDuc had
no economic hydrocarbons and hence impaired our holding. The amount
was moved to the proved property pool for amortization. Subject to
the full-cost-ceiling test, we had an impairment charge of $525,544 for the year
ended December 31, 2007.
Looking forward
. The Strachan
Prospect is still of interest, notwithstanding the abandonment of the LeDuc
formation.. The Strachan is located 80 miles NW of Calgary, Alberta. We expect
testing of this prospect in the near future, which will enable us to determine
whether to continue or abandon this project. Testing of this first well showed
no economic hydrocarbons and the well was abandoned.
Mississippi Prospect.
On
August 23
rd
,
2006, the Company entered into a joint venture agreement with Griffin &
Griffin Exploration, LLC. to acquire an interest in a drilling program
comprising 50 natural gas and/or oil wells. The area in which the proposed
wells are to be drilled is comprised of approximately 300,000 gross acres of
land located between Southwest Mississippi and North East Louisiana. The
proposed wells will be targeting the Frio and Wilcox Geological
formations. The first 20 proposed wells are located within tie-in range of
existing pipeline infrastructures. Turner Valley has agreed to pay 10% of
all prospect fees, mineral leases, surface leases and drilling and completion
costs to earn a net 8% share of all production zones to the base of the Frio
formation and 7.5% of all production to the base of the Wilcox formation. The
first 20 proposed wells are located within tie-in range of existing pipeline
infrastructure. We have agreed to pay 10% of all prospect fees, mineral leases
and drilling and completion costs to earn a net 8% share of all production zones
to the base of the Frio formation and 7.5% of all production to the base of the
Wilcox formation. Total Costs to date are $300,000. The Company is in the
process of re-evaluating this project to determine if it continues to adhere to
the Company
=
s
strategic objectives. During the year the Company disposed of its interest in
this property for the liabilities incurred of $400,000.
General and Administrative
costs
General and Administrative costs for the year decreased by 65% to
$248,130, when compared to $713,345, for the previous year. The decrease was
caused by a reduction in costs associated with common stock issued for services
rendered. The Company’s total expenses were $783,674 for the year ended December
31, 2007 compared to $$723,345 for the prior year. The increase in total
expenses was caused by the abandonment of the Strachan
B
Leduc
property due to uneconomic hydrocarbons. The cost associated with this
abandonment was $525,544. The Net Loss for the year just ended was $(614,292) as
compared to a Net Loss of $(287,237) for the previous year ended 2006. The
increase in loss for the year was caused by the costs associated with the
abandonment of Strachan
B
Leduc
property and the reduction in gain associated with the disposal of our holding
in WIN Energy, which resulted in other income of $159,872 (December 31, 2006
$426,295). At December 31, 2007, the Company disposed of its investment in WIN
Energy Corporation (
A
WIN
@
)
at a market price of $0.37 per share.
Liquidity.
Our net working
capital for the year ended December 31, 2007 increased to $55,907, compared to a
deficit of $(418,555) for the year ended December 31, 2006. The increase in
working capital was caused the disposal of the Company’s holdings in WIN. 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, any 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.
(d) Cautionary Statements
Repeated
. There can be no assurance that we will be successful in raising
capital through private placements or otherwise. Even if we are successful in
raising capital through the sources specified, there can be no assurances that
any such financing would be available in a timely manner or on terms acceptable
to us and our current shareholders. Additional equity financing could be
dilutive to our then existing shareholders, and any debt financing could involve
restrictive covenants with respect to future capital raising activities and
other financial and operational matters. While Management has expressed
confidence in the attainment of profitability sooner, rather than later,
projects and even reasonable expectations are not outcomes yet. There is no
absolute assurance that even our best laid plans and most diligent operations
will succeed.
ITEM
g).
Financial
Statements.
The Audit Committee
of this
Corporation for this fiscal year consists of our Board of Directors. Management
is responsible for our internal controls and the financial reporting process.
Our independent auditors are responsible for performing an independent audit of
our financial statements in accordance with generally accepted accounting
standards and to issue a report thereon.
It is the
responsibility of our Board of Directors to monitor and oversee these processes.
In this context the Committee has met and held discussions with management and
the independent accountants. Management recommended to the Committee that our
financial statements were prepared in accordance with generally accepted
accounting principles, and the Committee has reviewed and discussed the
financial statements with Management and such independent accountants, matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees).
Our
independent accountants also provided to the Committee the written disclosures
required by Independence Board Standard No. 1 (Independence Discussions with
Audit Committees), and the Committee discussed with the independent accountants
that firm's independence.
Based
upon the Committee's discussions, and review, of the foregoing, the Committee
recommended that our audited financial statements in our Annual Report on Form
10-KSB for the year ended December 31, 2007 be included and filed with the
Securities and Exchange Commission.
Audited Financial Statements
for the years ended December 31, 2007, 2006, and from inception, April 14, 1999,
are included and provided as Attachment AFK-07 Amended. These financial
statements attached hereto and filed herewith are incorporated herein by this
reference as though fully set forth herein.
Amended Financial Statements
reflect changes of technical but important clarifications, and the correction of
certain minor mistakes.
1.
Amounts of comprehensive income/(loss) presented in Statement of
Operations and Comprehensive Income(Loss) for the years ended December 31, 2007
and 2006 did not agree with the corresponding amounts in Statement of
Stockholders' Equity and Note 6. These inconsistencies have been resolved and
corrected.
2.
Estimated future expenditures to be incurred in developing proved reserves, and
estimated dismantlement and abandonment costs when discussing full cost
amortization policy, have been included in the costs subject to amortization
under Rule 4-10(c)(3)(i) of Regulation S-X. Fact is, that we do not currently
anticipate any material capital expenditures in the development of our proved
reserves.
3. Some
important revisions to Note-3,
Oil & Gas
Properties
,
Strachan Property
:
"During the year the Company determined that its working interest in the
Strachan-Leduc region had no economic hydrocarbons and hence impaired its
holding. The amount was moved to the proved property pool for amortization.
Subsequent to the full cost ceiling test, the Company had an impairment charge
of $525,544 for the year ended December 31, 2007.
@
4. he
accounting policy for asset retirement obligations has been
inserted.
5.
Amounts disclosed under
Capitalized Costs Relating
to Oil and Gas Activities
, for December 31, 2007 and 2006 did not agree
with the corresponding information reported in the Balance Sheet. Corrections
have been made, as would ordinarily be required by paragraphs 18, 19 and 20 of
SFAS 69.
6.
Inconsistencies have been removed and corrected in
Costs incurred in Oil and
Gas Property Acquisition, Exploration, and Development Activities
, in
accordance with paragraphs 21, 22 and 23 of SFAS 69.
7.
Disclosure has been added (to
Standardized Measure of
Discount Future Net Cash Flows Relating to Proved Oil & Gas Reserve
Quantities)
relating to our interests in proved oil and gas reserves, at
the end of the each period, and reconciliations showing changes in this measure
occurring during these periods to comply with paragraphs 30, 31 and 33 of SFAS
69.
8. Please
note changes to Consolidated Statements of Cash Flow, for 2006: (a) Increase in
accounts payable and accrued expenses; (b) Investing in new Oil & Gas
working interests.
It is the
opinion of Management that these corrections, however important to achieve
proper financial reporting, do materially alter our essential disclosure of our
condition and operations.
ITEM
h).
Changes
In and Disagreements With Accountants
on
Accounting and Financial Disclosure.
None.
The
Remainder of this Page is Intentionally left Blank
PART
III
ITEM
i).
Directors
and Executive Officers, Promoters and Control
Persons.
The
information required and appropriate for this Item is unchanged and found in our
previous annual report. Officers and Directors serve until their successors
might be elected or appointed. The time of the next meeting of shareholders has
not been determined.
ITEM
j).
Executive
Compensation.
Summary Compensation, Table A.
the disclosure of Executive compensation is now provided in the tabular form
required by the Securities and Exchange Commission, pursuant to Regulation
228.402. Compensation consisted of registered stock (at bid) for services in
lieu of cash.
Executive
Officers
|
|
|
|
|
|
|
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|
Annual
Compensation
|
|
|
|
|
|
b
|
c
|
|
e
|
|
|
j
|
|
Name
and Principal Position
|
Year
|
Salary
($)
|
|
Other
Annual Compensation ($)
|
|
|
Totals
$
|
|
Christopher
|
2007
|
|
|
|
71,028
|
|
|
|
71,028
|
|
Paton-Gay,
|
2006
|
|
|
|
254,105
|
|
|
|
254,105
|
|
Chairman,
CEO
Director
|
2005
|
|
|
|
331,340
|
|
|
|
331,340
|
|
Kulwant
|
2007
|
|
|
|
52,168
|
|
|
|
52,168
|
|
Sandher,
|
2006
|
|
|
|
178,226
|
|
|
|
178,226
|
|
Treasurer,
CFO
|
2005
|
|
|
|
6,515
|
|
|
|
6,515
|
|
Directors
|
|
|
|
|
|
|
|
|
Annual
Compensation
|
|
|
|
|
|
b
|
c
|
|
e
|
|
|
g
|
|
Name
and Principal Position
|
Year
|
Salary
($)
|
|
Other
Annual Compensation
($)
|
|
|
Totals
$
|
|
Joseph
A. Kane
|
2007
|
|
|
|
10,000
|
|
|
|
10,000
|
|
Director
|
2006
|
|
|
|
23,750
|
|
|
|
23,750
|
|
|
2005
|
|
|
|
29,750
|
|
|
|
29,750
|
|
Donald
|
2007
|
|
|
|
10,000
|
|
|
|
10,000
|
|
Jackson
Wells
|
2006
|
|
|
|
23,750
|
|
|
|
23,750
|
|
Director
|
2005
|
|
|
|
29,750
|
|
|
|
29,750
|
|
The
foregoing
A
other
compensation
@
was paid in common stock, and not in cash. Each issuance was valued at market
prices then current. Our Executive Officers and Directors have no fixed
employment agreements for compensation, but receive compensation from time to
time in the discretion of the Board of Directors. Our Chief Executive Officer
and Chief Financial officers have received modest salary during the reporting
periods. All other compensation has been made in stock of our company, issued
from time to time at the then current market value. Compensation of services in
stock has been made pursuant to that certain Stock for Compensation Services
Plan, which provides in relevant part:
A
(a)
If this Corporation be a reporting company, the Board of Directors may elect to
offer shares pursuant to Registration under the Securities Act of 1933, or
pursuant to Section 4(2) of the 1933 Act, or other applicable exemption from
registration, with such restriction on resale as required by law or rule of the
Commission, or such greater restriction as may be agreed to by the parties.
@
ITEM
k).
Security
Ownership of Certain Beneficial Owners and
Management.
To the
best of Registrant's knowledge and belief the following disclosure presents the
total security ownership of all persons, entities and groups, known to or
discoverable by Registrant, to be the beneficial owner or owners of more than
five percent of any voting class of Registrant's stock, along with the total
beneficial security ownership of all Directors and Nominees, naming them, and by
all Officers and Directors as a group, without naming them. Please refer to
explanatory notes if any, for clarification or additional information. The
Registrant has only one class of stock; namely Common Stock.
Common
Stock
Name and Address of Beneficial
Owner
|
|
|
Share
Ownership
|
|
|
%
|
|
Christopher
Paton-Gay
|
|
|
|
|
|
|
|
6160
Genoa Bay Road
|
Chairman/CEO
|
|
|
|
|
|
|
Duncan
B.C. Canada
|
Director
|
|
|
2,285,000
|
|
|
|
3.92
|
|
Kulwant
Sandher
|
|
|
|
|
|
|
|
|
|
604
– 700 West Pender St.
|
Treasurer/CFO
|
|
|
1,252,395
|
|
|
|
2.15
|
|
Vancouver
B.C. Canada
|
|
|
|
|
|
|
|
|
|
Donald
Jackson Wells
|
|
|
|
|
|
|
|
|
|
3131
S.W. Freeway #46
|
|
|
|
|
|
|
|
|
|
Houston
TX 77098
|
Director
|
|
|
75,800
|
|
|
|
0.13
|
|
Joseph
Kane
|
|
|
|
|
|
|
|
|
|
3131
S.W. Freeway #46
|
|
|
|
|
|
|
|
|
|
Houston
TX 77098
|
Director
|
|
|
75,800
|
|
|
|
0.13
|
|
All
Officers and Directors as a Group
|
|
|
|
3,688,995
|
|
|
|
6.32
|
|
|
|
|
|
|
|
|
|
|
|
Total
Issued and Outstanding
|
|
|
|
58,335,970
|
|
|
|
100.00
|
|
All
Affiliates
|
|
|
|
(3,688,995
|
)
|
|
|
(6.32
|
)
|
Indicated
Total Non-Affiliate Ownership
|
|
|
|
54,646,975
|
|
|
|
93.68
|
|
(i)) Changes in Control.
There
are no arrangements known to Registrant, including any pledge by any persons, of
securities of Registrant, which may at a subsequent date result in a change of
control of our Corporation. Specifically, we are not a candidate for any direct
or reverse acquisition transactions, but are devoted to bringing our business
plan to actualization and profitability.
Item
12
. Controls and Procedures
Evaluation of Disclosure Controls and
Procedures.
Based upon an evaluation under supervision and with the
participation of our management, as of the end of the period represented by this
Annual Report on form 10-KSB, our principal executive officer and principal
financial officer have concluded that our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of
1934, are effective to ensure that information required to be disclosed (in
reports that we file or submit under that Exchange Act) is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms.
Changes in Internal
Accounting.
There were no changes in our internal controls over financial
reporting
affecting
these controls that occurred during the last financial quarter that has
materially affected, or is reasonably likely to materially affect our internal
control over financial reporting. There were no significant deficiencies or
material weaknesses, and therefore there were no corrective actions taken.
However, the design of any system of controls is based in part upon the
assumptions about the likelihood of future events, and there is no certainty
that any design will succeed in achieving its stated goal under all potential
future considerations, regardless of how remote.
ITEM
13. Attachments, Financial Statements, Exhibits, and Reports on
Form 8-K
(ii))
Attachments/Exhibits Hereto.
(31)
Certification pursuant to 18 USC Section
302.
(32)
Certification pursuant to 18 USC Section
1350.
(AFK-07)
Audited Financial Statements for the years ended December 31, 2007, 2006 and
from Inception.
(iii)) Exhibits Previously
Filed.
Please see our Previous Annual Report on Form 10-KSB, for the year
ended December 31, 2001, for Exhibits: (3.1) Articles of Incorporation; (3.2)
By-Laws, incorporated herein by this reference.
Signatures
Pursuant to the
requirements
of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
individual capacities and on the date indicated.
Turner
Valley Oil & Gas, Inc.
Dated:
March 25, 2009
Christopher
Paton-Gay
|
|
Donald
Jackson Wells
|
|
Joseph
Kane
|
Christopher
Paton-Gay
|
|
Donald
Jackson Wells
|
|
Joseph
Kane
|
Attachment
AFK-07 Amended
Audited
Financial Statements
for
the years ended
December
31, 2007, 2006
and
from inception
TURNER
VALLEY OIL & GAS CORPORATION
(A
Development Stage Company)
CONSOLIDATED
FINANCIAL STATEMENTS
December
31, 2007 and 2006
C
O N T E N T S
Report
of Independent Registered Pubic Accounting Firm
|
3
|
|
|
Consolidated
Balance Sheets
|
4
|
|
|
Consolidated
Statements of Operations and Comprehensive Income/(loss)
|
5
|
|
|
Consolidated
Statements of Stockholders’ Equity
|
6
|
|
|
Consolidated
Statements of Cash Flows
|
8
|
|
|
Notes
to the Consolidated Financial statements
|
9
|
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Stockholders and Board of Directors
Turner
Valley Oil & Gas Corporation
Duncan
B.C. Canada
We have
audited the accompanying consolidated balance sheets of Turner Valley Oil &
Gas Corporation (a Development Stage Company) as of December 31, 2007 and 2006
and the related consolidated statements of operations and comprehensive
income/(loss), stockholders’ equity and cash flows for
the years then ended and from inception on April 21, 1999
through December 31, 2007. These consolidated financial statements
are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We
conducted our audits in accordance with standards of the PCAOB (United
States). Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Turner Valley
Oil & Gas Corporation as of December 31, 2007 and 2006 and the consolidated
results of their operations and their cash flows for the periods then ended and
from inception on April 21, 1999 through December 31, 2007, in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as going concerns. As discussed in Note 2
to the consolidated financial statements, the Company has suffered recurring
operating losses, and is dependent upon financing to continue operations, which
raises substantial doubt about its ability to continue as a going
concern. Management’s plans with regard to these matters are also
described in Note 2. The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
Chisholm,
Bierwolf & Nilson, LLC
Bountiful,
Utah
March 28,
2008
TURNER
VALLEY OIL & GAS, INC.
|
|
(A
Development Stage Company)
|
|
Consolidated
Balance Sheets
|
|
|
|
ASSETS
|
|
|
|
December
31,
|
|
|
December
31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
75,688
|
|
|
$
|
-
|
|
Accounts
receivable
|
|
|
8,088
|
|
|
|
8,910
|
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
|
83,776
|
|
|
|
8,910
|
|
|
|
|
|
|
|
|
|
|
OIL
AND GAS PROPERTIES USING FULL COST ACCOUNTING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Properties
subject to amortization
|
|
|
18,175
|
|
|
|
28,177
|
|
Unproved
properties
|
|
|
-
|
|
|
|
925,544
|
|
|
|
|
|
|
|
|
|
|
Net
Oil and Gas Properties
|
|
|
18,175
|
|
|
|
953,721
|
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
- Marketable Securities available for sale
|
|
|
-
|
|
|
|
604,349
|
|
|
|
|
|
|
|
|
|
|
Total
Other Assets
|
|
|
-
|
|
|
|
604,349
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
101,951
|
|
|
$
|
1,566,980
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank
Overdraft
|
|
|
|
|
|
|
3,397
|
|
Accounts
payable
|
|
|
4,211
|
|
|
$
|
400,410
|
|
Notes
payable, related party
|
|
|
23,658
|
|
|
|
23,658
|
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
27,869
|
|
|
|
427,465
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
27,869
|
|
|
|
427,465
|
|
|
|
|
|
|
|
|
|
|
Other
Commitments or Contingencies
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock, 100,000,000 shares authorized of $0.001 par value, 61,335,984 and
58,535,984 shares issued and outstanding, respectively
|
|
|
61,337
|
|
|
|
58,537
|
|
Capital
in excess of par value
|
|
|
4,741,873
|
|
|
|
4,697,173
|
|
Accumulated
other comprehensive income
|
|
|
(3,356
|
)
|
|
|
495,283
|
|
Deficit
accumulated during the development stage
|
|
|
(4,725,772
|
)
|
|
|
(4,111,478
|
)
|
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity
|
|
|
74,082
|
|
|
|
1,139,515
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
101,951
|
|
|
$
|
1,566,980
|
|
TURNER
VALLEY OIL & GAS, INC.
|
|
(A
Development Stage Company)
|
|
Consolidated
Statements of Operations and Comprehensive Income/(Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalties
received
|
|
$
|
4,165
|
|
|
$
|
9,813
|
|
|
$
|
25,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of production
|
|
|
-
|
|
|
|
-
|
|
|
|
51,753
|
|
Depletion
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
30,767
|
|
Abandonment
of natural gas and oil property
|
|
|
525,544
|
|
|
|
-
|
|
|
|
525,544
|
|
General
and administrative
|
|
|
248,130
|
|
|
|
713,345
|
|
|
|
4,943,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Expenses
|
|
|
783,674
|
|
|
|
723,345
|
|
|
|
5,551,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
OPERATING LOSS
|
|
|
(779,509
|
)
|
|
|
(713,532
|
)
|
|
|
(5,526,335
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain
on sale of investments
|
|
|
159,872
|
|
|
|
426,295
|
|
|
|
798,510
|
|
Rent
Received
|
|
|
5,345
|
|
|
|
|
|
|
|
5,345
|
|
Interest
expense
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,292
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Other Income (Expense)
|
|
|
165,217
|
|
|
|
426,295
|
|
|
|
800,563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
PROFIT/(LOSS) BEFORE INCOME TAX
|
|
$
|
(614,292
|
)
|
|
$
|
(287,237
|
)
|
|
$
|
(4,725,772
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
PROFIT/(LOSS)
|
|
$
|
(614,292
|
)
|
|
$
|
(287,237
|
)
|
|
$
|
(4,725,772
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
LOSS PER COMMON SHARE
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON
SHARES OUTSTANDING
|
|
|
58,914,066
|
|
|
|
55,651,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE
INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$
|
(614,292
|
)
|
|
$
|
(287,237
|
)
|
|
$
|
(4,725,772
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Gain on Marketable Securities
|
|
|
(500,093
|
)
|
|
|
500,093
|
|
|
|
(725
|
)
|
Foreign
Currency Translation
|
|
|
(1,452
|
)
|
|
|
-
|
|
|
|
(4,085
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE
INCOME (LOSS)
|
|
$
|
(1,115,837
|
)
|
|
$
|
212,856
|
|
|
$
|
(4,730,582
|
)
|
Turner
Valley Oil & Gas Corporation
|
|
(A
Development Stage Company)
|
|
Statements
of Stockholders' Equity
|
|
For
the Year Ended December 31, 2007
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Additional
Paid-in-Capital
|
|
|
Comprehensive
Income/(Loss)
|
|
|
Retained
Earnings
|
|
|
Subscription
Receivable
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at inception April 21, 1999
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for services during 1999
|
|
|
41,080
|
|
|
|
41
|
|
|
|
5,094
|
|
|
|
|
|
|
|
|
|
|
|
|
5,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for cash during 1999
|
|
|
16,000
|
|
|
|
16
|
|
|
|
99,984
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the period ended December 31, 1999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(96,935
|
)
|
|
|
|
|
|
(96,935
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 1999
|
|
|
57,080
|
|
|
|
57
|
|
|
|
105,078
|
|
|
|
0
|
|
|
|
(96,935
|
)
|
|
|
0
|
|
|
|
8,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the period ended December 31, 2000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27,242
|
)
|
|
|
|
|
|
|
(27,242
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2000
|
|
|
57,080
|
|
|
|
57
|
|
|
|
105,078
|
|
|
|
0
|
|
|
|
(124,177
|
)
|
|
|
0
|
|
|
|
(19,041
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the period ended December 31, 2001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(65,380
|
)
|
|
|
|
|
|
|
(65,380
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2001
|
|
|
57,080
|
|
|
|
57
|
|
|
|
105,078
|
|
|
|
0
|
|
|
|
(189,557
|
)
|
|
|
0
|
|
|
|
(84,420
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for debt reduction during 2002
|
|
|
8,000
|
|
|
|
8
|
|
|
|
99,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for services during 2002
|
|
|
2,190,150
|
|
|
|
2,190
|
|
|
|
1,092,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,095,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the period ended December 31, 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,240,008
|
)
|
|
|
|
|
|
|
(1,240,008
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2002
|
|
|
2,255,230
|
|
|
|
2,255
|
|
|
|
1,297,955
|
|
|
|
0
|
|
|
|
(1,429,565
|
)
|
|
|
0
|
|
|
|
(129,352
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for services at $.02 per share
|
|
|
1,500,000
|
|
|
|
1,500
|
|
|
|
298,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rounding
of shares from reverse split
|
|
|
2,000
|
|
|
|
2
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for accounts payable at $.05 Per share
|
|
|
8,000,000
|
|
|
|
8,000
|
|
|
|
392,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for services at $.015 per share
|
|
|
31,729,200
|
|
|
|
31,729
|
|
|
|
444,209
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
475,938
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for services at $.015 per share
|
|
|
9,487,504
|
|
|
|
9,488
|
|
|
|
132,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.05 per share
|
|
|
2,000,000
|
|
|
|
2,000
|
|
|
|
98,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.05 per share
|
|
|
650,000
|
|
|
|
650
|
|
|
|
31,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation
of Common Stock
|
|
|
(16,691,520
|
)
|
|
|
(16,692
|
)
|
|
|
(220,459
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(237,150
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for cash at $.05 per share
|
|
|
3,000,000
|
|
|
|
3,000
|
|
|
|
147,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for cash at $.30 per share
|
|
|
100,000
|
|
|
|
100
|
|
|
|
29,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for cash at $.35 per share
|
|
|
528,570
|
|
|
|
529
|
|
|
|
184,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
185,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency Translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,718
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,718
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the period ended December 31, 2003
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
(1,137,760
|
)
|
|
|
|
|
|
|
(1,137,760
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2003
|
|
|
42,560,984
|
|
|
|
42,561
|
|
|
|
2,836,249
|
|
|
|
(1,718
|
)
|
|
|
(2,567,325
|
)
|
|
|
0
|
|
|
|
309,771
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.20 per share
|
|
|
932,500
|
|
|
|
933
|
|
|
|
185,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.08 per share
|
|
|
1,597,500
|
|
|
|
1,598
|
|
|
|
126,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
127,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration
at
$.08 per share
|
|
|
1,000,000
|
|
|
|
1,000
|
|
|
|
79,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.11 per share
|
|
|
85,000
|
|
|
|
85
|
|
|
|
9,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,350
|
|
9/30/2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.20 per share
|
|
|
1,385,000
|
|
|
|
1,385
|
|
|
|
275,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
277,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for Cash at $.05 per share
|
|
|
975,000
|
|
|
|
975
|
|
|
|
47,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription
Recievable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(48,750
|
)
|
|
|
(48,750
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency Translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,367
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,367
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the period ended December 31, 2004
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
(784,001
|
)
|
|
|
|
|
|
|
(784,001
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2004
|
|
|
48,535,984
|
|
|
|
48,537
|
|
|
|
3,559,673
|
|
|
|
(4,085
|
)
|
|
|
(3,351,325
|
)
|
|
|
(48,750
|
)
|
|
|
204,052
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.13 per share
|
|
|
2,850,000
|
|
|
|
2,850
|
|
|
|
367,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
370,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.13 per share
|
|
|
2,000,000
|
|
|
|
2,000
|
|
|
|
258,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
260,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency Translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(725
|
)
|
|
|
|
|
|
|
|
|
|
|
(725
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription
Recievable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,750
|
|
|
|
48,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the period ended December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(472,917
|
)
|
|
|
|
|
|
|
(472,917
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at January 1, 2006
|
|
|
53,385,984
|
|
|
|
53,387
|
|
|
|
4,185,323
|
|
|
|
(4,810
|
)
|
|
|
(3,824,242
|
)
|
|
|
0
|
|
|
|
409,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.13 per share
|
|
|
2,000,000
|
|
|
|
2,000
|
|
|
|
258,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
260,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.08 per share
|
|
|
1,600,000
|
|
|
|
1,600
|
|
|
|
126400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued pursuant to S-8 registration at $.08 per share
|
|
|
1,450,000
|
|
|
|
1,450
|
|
|
|
114,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued under Rule 144 at $0.13 per share
|
|
|
100,000
|
|
|
|
100
|
|
|
|
12,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revaluation
of available for sale investments Unrealized gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,093
|
|
|
|
|
|
|
|
|
|
|
|
500,093
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income for the year ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(287,238
|
)
|
|
|
|
|
|
|
(287,238
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as at December 31, 2006
|
|
|
58,535,984
|
|
|
|
58,537
|
|
|
|
4,697,173
|
|
|
|
495,283
|
|
|
|
(4,111,480
|
)
|
|
|
0
|
|
|
|
1,139,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realization
of unrealized gains on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(500,093
|
)
|
|
|
|
|
|
|
|
|
|
|
(500,093
|
)
|
Foreign
currency transalation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,452
|
|
|
|
|
|
|
|
|
|
|
|
1,452
|
|
Issuance
of S-8 stock for services at $0.01
|
|
|
1,500,000
|
|
|
|
1,500
|
|
|
|
13,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of S-8 stock for services at $0.025
|
|
|
1,300,000
|
|
|
|
1,300
|
|
|
|
31,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income/(loss) for the year ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(614,292
|
)
|
|
|
|
|
|
|
(614,292
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as at December 31, 2007
|
|
|
61,335,984
|
|
|
|
61,337
|
|
|
|
4,741,873
|
|
|
|
(3,358
|
)
|
|
|
(4,725,772
|
)
|
|
|
0
|
|
|
|
74,082
|
|
TURNER
VALLEY OIL & GAS, INC.
|
|
(A
Development Stage Company)
|
|
Consolidated
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income/(Loss)
|
|
$
|
(614,292
|
)
|
|
$
|
(287,234
|
)
|
|
$
|
(4,725,772
|
)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depletion
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
30,767
|
|
Loss
on abandonment of property
|
|
|
525,544
|
|
|
|
-
|
|
|
|
551,025
|
|
Gain
on sale of Investment
|
|
|
(159,872
|
)
|
|
|
(436,388
|
)
|
|
|
(834,085
|
)
|
Common
stock issued for services rendered
|
|
|
47,500
|
|
|
|
517,000
|
|
|
|
4,289,460
|
|
Change
in Comprehensive Income
|
|
|
1,274
|
|
|
|
|
|
|
|
1,274
|
|
Non-cash
Effect from Foreign Currency Translation
|
|
|
(1,453
|
)
|
|
|
725
|
|
|
|
(4,085
|
)
|
Non-cash
effect of revaluing Marketable Securities
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in bank Overdraft
|
|
|
(3,397
|
)
|
|
|
3,397
|
|
|
|
-
|
|
Increase
(Decrease) in accounts receivable
|
|
|
843
|
|
|
|
(6,364
|
)
|
|
|
(719
|
)
|
Increase
(Decrease) in accounts payable - related Party
|
|
|
-
|
|
|
|
-
|
|
|
|
23,659
|
|
Increase
in accounts payable and accrued expenses
|
|
|
3,981
|
|
|
|
(5,550
|
)
|
|
|
295,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Operating Activities
|
|
|
(189,872
|
)
|
|
|
(204,414
|
)
|
|
|
(372,886
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from sale of investments
|
|
|
265,560
|
|
|
|
487,058
|
|
|
|
1,073,082
|
|
Investing
in new Oil & Gas working interests
|
|
|
-
|
|
|
|
(361,492
|
)
|
|
|
(825,544
|
)
|
Expenditures
for oil and gas property development
|
|
|
-
|
|
|
|
-
|
|
|
|
(312,714
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Investing Activities
|
|
|
265,560
|
|
|
|
125,566
|
|
|
|
(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
|
|
|
75,688
|
|
|
|
(78,848
|
)
|
|
|
75,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
|
-
|
|
|
|
78,848
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
75,688
|
|
|
$
|
-
|
|
|
$
|
75,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
PAID FOR:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Income
taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CASH
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for services rendered
|
|
$
|
47,500
|
|
|
$
|
260,000
|
|
|
$
|
3,756,960
|
|
Common
stock issued for retirement of payables
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
532,500
|
|
Transfer
of working Interest for payment of Debt
|
|
$
|
(400,000
|
)
|
|
$
|
400,000
|
|
|
$
|
-
|
|
TURNER
VALLEY OIL & GAS CORPORATION
(a
Development Stage Company)
Notes to
the Financial Statements
December
31, 2007 and 2006
NOTE 1
-
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization
The
Company was incorporated under the laws of Nevada on April 21, 1999 as
NetParts.com. The Company was originally organized to create a series
of 16 specialized auto salvage yards whereby the salvageable components would be
inventoried on a computer and listed on the internet. The
Company, however, changed their operations and their name on July 24, 2003 to
Turner Valley Oil & Gas Corporation. On August 1, 2003, the
Company incorporated T.V. Oil & Gas Canada Limited, a wholly owned
subsidiary, into the financial statements of the Company. The Company
holds a working interest in an oil lease and an investment in an oil and gas
entity.
B. Revenue and Cost
Recognition
Revenue
Recognition
Revenue
from sales of crude oil, natural gas and refined petroleum products are recorded
when deliveries have occurred and legal ownership of the commodity transfers to
the customers. Title transfers for crude oil, natural gas and bulk
refined products generally occur at pipeline custody points or when a tanker
lifting has occurred. Revenues from the production of oil and natural
gas properties in which the Company shares an undivided interest with other
producers are recognized based on the actual volumes sold by the Company during
the period. Gas imbalances occur when the Company’s actual sales
differ from its entitlement under existing working interests. The
Company records a liability for gas imbalances when it has sold more than its
working interest of gas production and the estimated remaining reserves make it
doubtful that the partners can recoup their share of production from the field.
At December 31, 2007 and 2006, the Company had no overproduced
imbalances.
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. Capitalized interest for the years ended December 31,
2007 and 2006 was $0. 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. The Company does not currently
antipate any material capital expenditures in the development of its proved
reserves. During the year ended December 31, 2007 and 2006, the
Company recorded depletion of $10,000 and $10,000 on its property,
respectively.
Environmental
Protection and Reclamation Costs
The
operations of the Company have been, and may be in the future be affected from
time to time in varying degrees by changes in environmental regulations,
including those for future removal and site restorations costs. Both
the likelihood of new regulations and their overall effect upon the Company may
vary from region to region and are not predictable.
The
Company’s policy is to meet or, if possible, surpass standards set by relevant
legislation, by application of technically proven and economically feasible
measures. Environmental expenditures that relate to ongoing
environmental and reclamation programs will be charged against statements of
operations as incurred or capitalized and amortized depending upon their future
economic benefits. The Company does not currently anticipate any
material capital expenditures for environmental control facilities because all
property holdings are at early stages of exploration. Therefore,
estimated future removal and site restoration costs are presently considered
minimal.
Asset
Retirement Obligations
The
Company has adopted Statement of Financial Accounting Standards No. 143 (“SFAS
143”), “Accounting for Asset Retirement Obligations”, which requires that asset
retirement obligations (“ARO”) associated with the retirement of a tangible
long-lived asset, including natural gas and oil properties, be recognized as
liabilities in the period in which it is incurred and becomes determinable, with
an offsetting increase in the carrying amount of the associated assets. The cost
of tangible long-lived assets, including the initially recognized ARO, is
depleted, such that the cost of the ARO is recognized over the useful life of
the assets. The ARO is recorded at fair value, and accretion expense is
recognized over time as the discounted cash flows are accreted to the expected
settlement value. The fair value of the ARO is measured using expected future
cash flow, discounted at the Company’s credit-adjusted risk-free interest
rate.
C. Basis of
Consolidation
The
consolidated financial statements include the accounts of Turner Valley Oil
& Gas Corporation and T.V. Oil & Gas Canada Limited. All
significant inter-company accounts and transactions have been eliminated in the
consolidation.
TURNER
VALLEY OIL & GAS CORPORATION
(a
Development Stage Company)
Notes to
the Financial Statements
December
31, 2007 and 2006
NOTE
1 -
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
D. Earnings
(Loss) Per Share
The
computation of earnings per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial
statements. The Company has no stock equivalents outstanding as at
December 31, 2007, and hence the basic and diluted loss per share is the
same.
|
|
Income
(Loss)
|
|
|
Shares
|
|
|
Per-Share
|
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
For
the year ended December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
& Diluted EPS Income (loss) to common
stockholders
|
|
$
|
(614,292
|
)
|
|
|
58,914,066
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the year ended December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
& Diluted EPS Income (loss) to common
stockholders
|
|
$
|
(287,237
|
)
|
|
|
55,651,737
|
|
|
$
|
(0.01
|
)
|
E. Cash and Cash
Equivalents
The
Company considers all highly liquid investments with maturities of three months
or less to be cash equivalents.
F. Income
Taxes
Income
taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred
taxes. Deferred taxes are provided on a liability method whereby
deferred tax assets are recognized for deductible temporary differences and
operating loss, tax credit carry-forwards, and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and
their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax will not be
realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of
enactment.
TURNER
VALLEY OIL & GAS CORPORATION
(a
Development Stage Company)
Notes to
the Financial Statements
December
31, 2007 and 2006
NOTE
1 -
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
F. Income Taxes
(continued)
|
|
December
31,
|
|
|
December
31,
|
|
|
|
2007
|
|
|
2006
|
|
Deferred
tax assets:
|
|
|
|
|
|
|
Net
operation loss carry-forwards
|
|
$
|
4,725,722
|
|
|
$
|
3,612,110
|
|
Total
Deferred Tax Assets
|
|
|
1,606,745
|
|
|
|
1,228,123
|
|
Valuation
allowance for deferred tax assets
|
|
|
(1,606,745
|
)
|
|
|
(1,228,123
|
)
|
|
|
$
|
-
|
|
|
$
|
-
|
|
At
December 31, 2007, the Company has net operating losses of $4,725,722 which
begin to expire in 2020.
The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the years ended December 31, 2007 and 2006 due to
the following:
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Book
loss from operations
|
|
$
|
154,248
|
|
|
$
|
72,125
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for services
|
|
|
47,500
|
|
|
|
175,780
|
|
Valuation
allowance
|
|
|
(201,748
|
)
|
|
|
(247,905
|
)
|
|
|
$
|
-
|
|
|
$
|
-
|
|
G. Use of
estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles re-quires management to make estimates and assumptions
that affect reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting period. In these financial statements
assets and liabilities involve extensive reliance on management’s
estimates. Actual results could differ from those
estimates.
TURNER
VALLEY OIL & GAS CORPORATION
(a
Development Stage Company)
Notes to
the Financial Statements
December
31, 2007 and 2006
NOTE
1 -
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
H. New Technical
Pronouncements
In
February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities”,
which permits an entity to measure certain financial assets and financial
liabilities at fair value. The objective of SFAS No. 159 is to improve financial
reporting by allowing entities to mitigate volatility in reported earnings
caused by the measurement of related assets and liabilities using different
attributes, without having to apply complex hedge accounting provisions. Under
SFAS No. 159, entities that elect the fair value option (by instrument) will
report unrealized gains and losses in earnings at each subsequent reporting
date. The fair value option election is irrevocable, unless a new election date
occurs. SFAS No. 159 establishes presentation and disclosure requirements to
help financial statement users understand the effect of the entity's election on
its earnings, but does not eliminate disclosure requirements of other accounting
standards. Assets and liabilities that are measured at fair value must be
displayed on the face of the balance sheet. This statement is
effective beginning January 1, 2008 and the Company is evaluating this
pronouncement.
On
December 4, 2007 the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements - An Amendment of ARB No. 51. SFAS 160
establishes new accounting and reporting standards for the non-controlling
interest in a subsidiary and for the deconsolidation of a subsidiary.
Specifically, this statement requires the recognition of a non-controlling
interest (minority interest) as equity in the consolidated financial statements
and separate from the parent's equity. The amount of net income attributable to
the non-controlling interest will be included in consolidated net income on the
face of the income statement. SFAS 160 clarifies that changes in a parent's
ownership interest in a subsidiary that do not result in deconsolidation are
equity transactions if the parent retains its controlling financial interest. In
addition, this statement requires that a parent recognize a gain or loss in net
income when a subsidiary is deconsolidated. Such gain or loss will be measured
using the fair value of the non-controlling equity investment on the
deconsolidation date. SFAS 160 also includes expanded disclosure requirements
regarding the interests of the parent and its non-controlling interest. SFAS 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Earlier adoption is prohibited. We do
not expect the adoption of SFAS 160 will have an effect on our financial
statements.
In
December 2007, the FASB issued SFAS No. 141 (revised), Business Combinations.
This revision statements objective is to improve the relevance, representational
faithfulness, and comparability of the information that a reporting entity
provides in its effects on recognizing identifiable assets and measuring
goodwill. The adoption of SFAS 141 (revised) did not have an impact on the
Company’s financial statements.
TURNER
VALLEY OIL & GAS CORPORATION
(a
Development Stage Company)
Notes to
the Financial Statements
December
31, 2007 and 2006
NOTE
1 -
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
I. Financial
Instruments
The
recorded amounts of financial instruments, including cash equivalents, accounts
receivable, accounts payable and short term notes approximate their market
values as of December 31, 2007 and 2006. The Company has no
investments in derivative financial instruments.
J. Functional Currency &
Foreign Currency Translation
The
Company’s functional currency is the U.S. dollar. In accordance with
the Statement of Financial Accounting Standard No. 52,
Foreign Currency Translation
,
the assets and liabilities denominated in foreign currency are translated into
U.S. dollars at the current rate of exchange existing at period end and revenues
and expenses are translated at average monthly exchange
rates. Related translation adjustments are reported as a separate
component of stockholders’ equity, whereas, gains or losses relating from
foreign currency transactions are included in the results of
operations.
K. Impairment of Long-Lived
Assets
In
accordance with Financial Accounting Standards Board Statement No. 144, the
Company records impairment of long-lived assets to be held and used or to be
disposed of when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the carrying
amount.
TURNER
VALLEY OIL & GAS CORPORATION
(a
Development Stage Company)
Notes to
the Financial Statements
December
31, 2007 and 2006
NOTE
1 -
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
L. Accounts
Receivable
|
|
2007
|
|
|
2007
|
|
Accounts
Receivable
|
|
$
|
8,088
|
|
|
$
|
8,911
|
|
Less: Allowance
for Doubtful Debts
|
|
|
-
|
|
|
|
-
|
|
Net
Accounts Receivable
|
|
$
|
8,088
|
|
|
$
|
8,891
|
|
Management
reviews its accounts receivable on a regular basis. If an account has a balance
which is six months old, it is the policy of the company to record an allowance
for doubtful accounts. The Company will continue to pursue all collection
efforts. If at a later date, the account is deemed uncollectible, the account
balance will be written off.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has suffered recurring
operating losses and is dependent upon raising capital to continue
operations. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty. It is
management’s plan to raise additional funds to share in the exploration of
leases individually as well as with WIN Energy, and then to begin extracting gas
and oil to sell and generate the necessary funds to continue
operations.
NOTE
3 -
OIL &
GAS PROPERTIES
Strachen
Property
On August
20, 2003, the Company entered into a purchase agreement to acquire 1% interest
in a producing gas well, located at 22-38-9W5 Red Deer, Alberta,
Canada. During the end of 2003, the Company’s senior management set
out a rework program for this well. The rework program called for an
acid wash and acid stimulation of the producing formation. The
Company agreed to participate in the program which increased their interest to
6.67%. The program was completed on October 15, 2003 and extraction
continued in 2004. As of December 31, 2003, $300,672 of costs have
been capitalized under “Properties not subject to amortization”. The Strachen
Property has proved gas reserves of 3.68 MMCF.
During
2004, two of the Companies properties were deemed to be impaired and the Company
abandoned these properties and wrote off $71,072 of capitalized costs. The
Strachen Property began to be extracted and was therefore moved to Properties
being amortized with a capitalized cost of $48,942. Accumulated amortization at
December 31, 2005 and 2004 is $10,767, respectively. During the year ended
December 31, 2005, the Company entered into farm-out agreement with Odin Capital
for the Strachan Leduc formation. The costs recorded for the year
ended December 31, 2005 are $164,054. The remaining properties
recorded at $192,700 was sold for common stock in Win Energy, see Note
5.
During
the year the Company determined that its working interest in the Strachan-Leduc
region had no economic hydrocarbons and hence impaired its
holding. The amount was moved to the proved property pool for
amortization. Subsequent to the full cost ceiling test, the Company
recorded an impairment charge of $525,544 for the year ended December 31,
2007.
During
the year the Company disposed of its holding in the Mississippi project for
forgiveness of the amount owing of $400,000.
TURNER
VALLEY OIL & GAS CORPORATION
(a
Development Stage Company)
Notes to
the Financial Statements
December
31, 2007 and 2006
NOTE
4 -
STOCK
TRANSACTIONS
During
2007, the Company issued 2,800,000 shares pursuant to an S-8 Registration
Statement. These shares were issued for services totaling
$47,500.
During
2006, the Company issued 5,050,000 shares pursuant to an S-8 registration
Statement and 100,000 shares under rule 144. These shares were issued
for services totaling $517,000.
During
2005, the Company issued 4,800,000 shares pursuant to an S-8 Registration
Statement. These shares were issued for services totaling
$630,000.
During
2004, the Company issued 5,000,000 shares pursuant to an S-8 Registration
Statement. These shares were issued for services totaling
$680,650.
During
2004, the Company issued 975,000 shares pursuant to a Private Placement and
received a subscription for the amount of $48,750. The proceeds were
received subsequent to December 31, 2004.
On
January 5, 2003, the Company issued 15,000,000 pre-split shares of common stock
for services rendered on behalf of the Company totaling $298,500, and in
satisfaction of accounts payable totaling $1,500.
On July
1, 2003, the Company enacted a 10 for 1 reverse split of its common
stock. Stock has been retroactively restated to reflect this
split.
During
July 2003, the Company issued 39,729,200 post-split shares of common stock for
settlement of $196,146 of accounts payable and services valued at
$679,792.
In August
2003, the Company issued 9,487,504 post-split shares of common stock in
settlement of $28,971 of accounts payable and services valued at
$113,360.
On
October 21, 2003, the Company issued 2,000,000 post-split shares of common stock
for services rendered on behalf of the Company totaling $100,000.
On
November 21, 2003, the Company issued 650,000 post-split shares of common stock
valued at $32,500 for professional services rendered in behalf of the
Company.
During
2003, the Company issued a total of 3,628,570 post-split shares of common stock
for cash at a total value of $365,000.
In April
2002, the Company purposed a 2 for 1 forward split of its outstanding common
stock. In October of 2002, the Company enacted a 25 for 1 reverse
split of its common stock. During the year, 80,000 shares of common
stock were issued to reduce a payable by $100,000. In October 2002,
21,901,500 shares of common stock were issued for services rendered totaling
$1,095,075.
TURNER
VALLEY OIL & GAS CORPORATION
(a
Development Stage Company)
Notes to
the Financial Statements
December
31, 2007 and 2006
NOTE
5 -
INVESTMENTS
AND SALE OF OILS & GAS PROPERTIES
Pursuant
to SFAS 115 “Accounting for Certain Investments in Debt and Equity Securities”
management determines the appropriate classification of investment securities at
the time they are acquired and evaluates the appropriateness of such
classification at each balance sheet date. The classification of those
securities and the related accounting policies are as follows:
Available-for-sale-securities:
Available-for-sale securities consist of marketable equity securities not
classified as trading securities. Available-for-sale securities are stated
at fair value, and unrealized holding gains and losses, net of the related
deferred tax effect, are reported as a separate component of stockholders'
equity.
On May
25, 2004, the Company entered into an Asset Purchase Agreement with Win Energy
Corporation (“WIN”), wherein T.V. Oil & Gas Canada, Ltd. sold all its
interests held in the other ten sections of the Strachan Property, the Karr
Property, the Turner Valley Project and the Triangle Lands. In return
for this conveyance the Company received 1,300,303 shares of common stock in
WIN.
The
Company valued its investment in WIN at the carrying cost of the oil and gas
properties conveyed of $192,700. Subsequent to this transaction the
Company sold 75,000 shares with a basis of $11,115 ($.1482 per share) and
realized proceeds of $56,706 thus crating a gain of $45,591.
During
2005, the Company sold 175,000 shares of its investment in WIN Energy, realizing
a gain of $237,825. The sale agreement includes a half warrant to enable the
purchaser to purchase additional WIN shares at $1.75 per share until March 31,
2006.
During
2006, WIN Energy listed its shares on the Toronto Stock Exchange. The
Company sold 253,029 shares of its investment in WIN Energy realizing a gain of
$436,388 at a various prices. The Company re-valued its investment at
an open market price of $0.87, creating an unrealized gain of $500,093 at
December 31, 2006.
During
2007, the Company sold the remainder of its investment in WIN Energy realizing a
gain of $159,872 after receiving gross proceeds of
$265,560. Following the disposition of shares, the Company removed
its unrealized gain of $500,093 from Comprehensive Income.
WIN
Energy Corporation ("Win"), formed in 2004, is a Calgary based private
corporation. The company is actively engaged in the exploration, development and
production of petroleum, natural gas and natural gas liquids. Win's core area is
in the triangle zone ("Triangle Zone"), which is located along the eastern edge
of the Foothills Belt in southern Alberta, extending from Turner Valley, 25
miles southwest of Calgary, to Pincher Creek, near the Alberta-Montana
border.
TURNER
VALLEY OIL & GAS CORPORATION
(a
Development Stage Company)
Notes to
the Financial Statements
December
31, 2007 and 2006
NOTE
6 -
OTHER
COMPREHENSIVE INCOME
The
Company reports other comprehensive income in accordance with Statement of
Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (“SFAS
No. 130"). SFAS No. 130 establishes standards for reporting in the
financial statements all changes in equity during a period, except those
resulting from investments by and distributions to owners. The
cumulative effect of foreign currency translation adjustments to a cash account
held by the Company in Canadian dollars, which is included in other
comprehensive income in the stockholders’ equity section, consisted of the
following:
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
Balance,
beginning of year
|
|
$
|
495,283
|
|
|
$
|
(4,810
|
)
|
Unrealized
gain on marketable securities
|
|
$
|
(500,093
|
)
|
|
$
|
500,093
|
|
Effect
of currency exchange rate changes
|
|
|
1,453
|
|
|
|
|
|
Balance,
end of year
|
|
$
|
3,356
|
|
|
$
|
495,283
|
|
NOTE
7 -
RELATED
PARTY TRANSACTION
The
transaction with Win Energy as described in Note 5 was a related party
transaction due to the fact that the Company’s Chairman Christopher Paton-Gay
was the Chairman of Win Energy.
The
Company’s Chairman has advanced funds to the Company as needed to cover
operating costs. The Advances are non-interest bearing and due on demand. The
detail to such advances is as follows:
|
|
December 31,
|
|
Note
payable
|
|
2007
|
|
|
2006
|
|
Balance,
beginning of year
|
|
$
|
23,658
|
|
|
$
|
23,658
|
|
Advances
received
|
|
$
|
0
|
|
|
$
|
0
|
|
Effect
of currency exchange rate changes
|
|
$
|
0
|
|
|
$
|
0
|
|
Balance,
end of year
|
|
$
|
23,658
|
|
|
$
|
23,658
|
|
NOTE
8 -
LEASE
COMMITMENTS
The
Company entered into a lease for its premises on February 17
th
,
2006. The term is for 42 months ending September 30,
2009. The lease commitments are as follows;
Year
ended December 31, 2008
|
|
$
|
40,338
|
|
Year
ended December 31, 2009
|
|
$
|
30,254
|
|
TURNER
VALLEY OIL & GAS CORPORATION
(a
Development Stage Company)
Notes to
the Financial Statements
December
31, 2007 and 2006
S.F.A.S.
69 SUPPLEMENTAL DISCLOSURES
(1)
|
Capitalized
Costs Relating to Oil and Gas Producing Activities
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
Proved
oil and gas producing properties and related lease and well
equipment
|
|
$
|
48,942
|
|
|
$
|
48,942
|
|
Accumulated
depreciation and depletion
|
|
|
(30,767
|
)
|
|
|
(20,767
|
)
|
|
|
|
|
|
|
|
|
|
Net
Capitalized Costs
|
|
$
|
18,175
|
|
|
$
|
28,175
|
|
(2)
|
Costs
Incurred in Oil and Gas Property Acquisition, Exploration, and Development
Activities
|
|
|
|
For
the Years Ended
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
Acquisition
of Properties
|
|
|
|
|
|
|
Proved
|
|
$
|
-
|
|
|
$
|
-
|
|
Unproved
|
|
|
-
|
|
|
|
264,054
|
|
Exploration
Costs
|
|
|
-
|
|
|
|
-
|
|
Development
Costs
|
|
|
-
|
|
|
|
661,490
|
|
|
|
|
|
|
|
|
|
|
Total
Costs Incurred
|
|
$
|
-
|
|
|
$
|
925,544
|
|
The
Company does not have any investments accounted for by the equity
method.
(3)
|
Results
of Operations for Producing Activities
|
|
|
|
For
the Years Ended
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
Sales
|
|
$
|
4,165
|
|
|
$
|
9,813
|
|
Production
costs
|
|
|
0
|
|
|
|
0
|
|
Depreciation
and depletion
|
|
|
(10,000
|
)
|
|
|
(10,000
|
)
|
|
|
|
|
|
|
|
|
|
Results
of operations for producing activities (excluding corporate overhead and
interest costs)
|
|
$
|
(5,835
|
)
|
|
$
|
(187
|
)
|
TURNER
VALLEY OIL & GAS CORPORATION
(a
Development Stage Company)
Notes to
the Financial Statements
December
31, 2007 and 2006
S.F.A.S.
69 SUPPLEMENTAL DISCLOSURES (Continued)
(4)
|
Reserve
Quantity Information
|
|
|
|
Oil
|
|
|
Gas
|
|
|
|
BBL
|
|
|
MMCF
|
|
Proved
developed and undeveloped reserves:
|
|
|
|
|
|
|
Balance,
December 31, 2006
|
|
|
-
|
|
|
|
3.68
|
|
Change
in estimates
|
|
|
-
|
|
|
|
-
|
|
Production
|
|
|
-
|
|
|
|
.99
|
|
Balance,
December 31, 2007
|
|
|
-
|
|
|
|
2.69
|
|
|
|
|
|
|
|
|
|
|
Proved
developed reserves:
|
|
Oil
|
|
|
Gas
|
|
|
|
BBL
|
|
|
MMCF
|
|
Beginning
of the year ended December 31, 2006
|
|
|
-
|
|
|
|
3.68
|
|
End
of the year ended December 31, 2007
|
|
|
-
|
|
|
|
2.69
|
|
The
Company has reserve studies and estimates prepared on the properties acquired
and developed. The difficulties and uncertainties involved in
estimating proved oil and gas reserves makes comparisons between companies
difficult. Estimation of reserve quantities is subject to wide
fluctuations because it is dependent on judgmental interpretation of geological
and geophysical data.
The
following information has been developed utilizing procedures prescribed by SFAS
69 "Disclosures About Oil and Gas Producing Activities" and based on crude oil
and natural gas reserves and production volumes estimated by the Company. It may
be useful for certain comparison purposes, but should not be solely relied upon
in evaluating the Company or its performance. Further, information contained in
the following table should not be considered as representative or realistic
assessments of future cash flows, nor should the Standardized Measure of
Discounted Future Net Cash Flows be viewed as representative of the current
value of the Company.
Future
cash inflows were computed by applying year-end prices of oil and gas to the
estimated future production of proved oil and gas reserves. The future
production and development costs represent the estimated future expenditures
(based on current costs) to be incurred in developing and producing the proved
reserves, assuming continuation of existing economic conditions. Future income
tax expenses were computed by applying statutory income tax rates to the
difference between pre-tax net cash flows relating to our proved oil and gas
reserves and the tax basis of proved oil and gas properties and available net
operating loss carry forwards. Discounting the future net cash inflows at 10% is
a method to measure the impact of the time value of money.
|
|
December 31,
2008
|
|
|
December 31,
2007
|
|
Future
Cash inflows
|
|
|
6,851
|
|
|
|
7,207
|
|
Future
production costs
|
|
|
(2,740
|
)
|
|
|
(2,883
|
)
|
Future
development costs
|
|
|
-
|
|
|
|
-
|
|
Future
income tax expense
|
|
|
-
|
|
|
|
-
|
|
Future
cash flows
|
|
|
4,111
|
|
|
|
4,324
|
|
10%
annual discount for estimated timing of cash flows
|
|
|
(412
|
)
|
|
|
(432
|
)
|
Standardized
measure of discounted future next cash
|
|
$
|
3,699
|
|
|
$
|
3,892
|
|
20
Turner Valley Oil and Gas (CE) (USOTC:TVOG)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Turner Valley Oil and Gas (CE) (USOTC:TVOG)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024