Edgar Filing: TURNER VALLEY OIL & GAS INC

form10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Third Quarter ended September 30, 2008

Commission File Number: 0-30891

Turner Valley Oil & Gas, Inc.

(Exact name of Registrant as specified in its charter)

	Nevada	91-1980526
	(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 September 30, 2008.

Transitional Small Business Disclosure Format (check one): yes o no x

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.

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PART I: FINANCIAL INFORMATION

Item 1. Financial Statements.

The financial statements, for the nine months ended September 30, 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

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TURNER VALLEY OIL & GAS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

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TURNER VALLEY OIL & GAS, INC.
(A Development Stage Company)
Consolidated Balance Sheets

ASSETS
	September 30			December 31,
	2008			2007
	Unaudited
CURRENT ASSETS

Cash	$	6,506		$	75,688
Accounts receivable		17,904			8,088

Total Current Assets		24,410			83,776

OIL AND GAS PROPERTIES USING FULL COST ACCOUNTING

Properties subject to amortization		10,675			18,175
Unproved properties		-			-

Net Oil and Gas Properties		10,675			18,175

OTHER ASSETS

Investments - Marketable Securities available for sale		-			-

Total Other Assets		-			-

TOTAL ASSETS	$	35,085		$	101,951

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable	$	35,822		$	4,211
Notes payable, related party		23,658			23,658

Total Current Liabilities		59,480			27,869

Total Liabilities		59,480			27,869

Other Commitments or Contingencies		-			-

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 100,000,000 shares authorized of $0.001 par value, 61,335,984 shares issued and outstanding		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		(4,824,248	)		(4,725,772	)

Total Stockholders' Equity (Deficit)		(24,395	)		74,082

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	35,085		$	101,951

The accompanying notes are an integral part of these consolidated financial statements.

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TURNER VALLEY OIL & GAS, INC.
(A Development Stage Company)
Consolidated Statements of Operations and Comprehensive Income/(Loss)

	For the Three Months Ended September 30,						For the Nine months Ended September 30,						From Inception on April 21, 1999 Through September, 30
	2008			2007			2008			2007			2008
REVENUE

Royalties received	$	5,205		$	1,121		$	8,946		$	1,522		$	33,985

EXPENSES

Cost of production		-			-			-			-			51,753
Depletion		2,500			2,500			7,500			7,500			38,267
Abandonment of natural gas and oil property		-			-			-			-			525,544
General and administrative		6,643			53,458			99,924			157,031			5,037,887

Total Expenses		9,143			55,958			107,424			164,531			5,653,451

NET OPERATING LOSS		(3,938	)		(54,837	)		(98,478	)		(163,009	)		(5,619,466	)

OTHER INCOME (EXPENSE)

Gain on sale of investments					39,669			-			97,799			798,510
Rent Received		-			-			-			-			-
Interest expense		-			-			-			-			(3,292	)

Total Other Income (Expense)		-			39,669			-			97,799			795,218

NET PROFIT/(LOSS) BEFORE INCOME TAX	$	(3,938	)	$	(15,168	)	$	(98,478	)	$	(65,210	)	$	(4,824,248	)

Income tax	$	-		$	-		$	-		$	-		$	-

NET PROFIT/(LOSS)	$	(3,938	)	$	(15,168	)	$	(98,478	)	$	(65,210	)	$	(4,824,248	)

BASIC LOSS PER COMMON SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		61,335,984			58,535,984			61,335,984			58,535,984

COMPREHENSIVE INCOME (LOSS)

NET LOSS	$	(3,938	)	$	(15,168	)	$	(98,478	)	$	(65,210	)	$	(4,824,248	)

OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized Gain on Marketable Securities					21,347			-			(407,310	)		(725	)
Foreign Currency Translation		-			-			-			725			(3,357	)

COMPREHENSIVE INCOME (LOSS)	$	(3,938	)	$	6,179		$	(98,478	)	$	(471,795	)	$	(4,828,330	)

The accompanying notes are an integral part of these consolidated financial statements.

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Turner Valley Oil & Gas Corporation (A Development Stage Company) Statement of Stockholders' Equity and Comprehensive Income For the period from inception to September 30, 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

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 9/30/2004		85,000			85			9,265

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 nine months ended September 30, 2008														(98,478	)

Balance as at September 30, 2008		61,335,984			61,337			4,741,873			(3,357	)		(4,824,248	)		0

The accompanying notes are an integral part of these consolidated financial statements.

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TURNER VALLEY OIL & GAS, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows

							From
							Inception on
							April 21, 1999
	For the 9 months Ended						Through
	September 30,						September 30,
	2008			2007			2008

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss	$	(98,478	)	$	(65,210	)	$	(4,824,248	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depletion		7,500			7,500			38,267
Loss on abandonment of property		-			-			551,025
Gain on sale of Investment		-			(97,799	)		(834,085	)
Common stock issued for services rendered		-			15,000			4,289,460
Non-cash Effect from Foreign Currency Translation and change in comphrehensive income		-			-			1,274
Changes in operating assets and liabilities:
Increase (Decrease) in bank Overdraft		-			-			(4,085	)
(Increase) Decrease in accounts receivable		(9,815	)		1,394			(10,536	)
Increase (Decrease) in accounts payable - related Party					-			23,659
Increase in accounts payable and accrued expenses		31,611			11,977			327,201

Net Cash Used in Operating Activities		(69,182	)		(127,138	)		(442,068	)

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of investments		-			141,640			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		-			141,640			(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		(69,182	)		14,502			6,506

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		75,688			-			-

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	6,506		$	14,502		$	6,506

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TURNER VALLEY OIL & GAS, INC.

(A Development Stage Company)

Unaudited Consolidated Statements of Cash Flows (Continued)

	For the nine months ended September 30				From Inception on April 21, 1999 Through September 30,
	2008		2007		2008

SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR:

Interest	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-

NON-CASH FINANCING ACTIVITIES

Common stock issued for services rendered	$	-	$	15,000	$	3,724,460
Common stock issued for retirement of payables	$	-	$	-	$	532,500
Transfer of working interest for payment of debt	$	-	$	400,000	$	400,000

The accompanying notes are an integral part of these consolidated financial statements.

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Notes to the Consolidated Financial Statements

September 30, 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-Q. 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 nine months ended September 30, 2008 are not necessarily indicative of the results to be expected for the full year.

NOTE 2 -

LOSS PER SHARE

Following is a reconciliation of the loss per share for the three months and nine months ended September 30, 2008 and 2007:

	For the Three Months Ended September 30,
	2008			2007
Net (loss) available to common shareholders	$	(3,938	)	$	(15,168	)

Weighted average shares		61,335,984			58,535,984

Basic income per share (based on weighted average shares)	$	0.00		$	0.00

	For the Nine Months Ended September 30,
	2008			2007
Net (loss) available to common shareholders	$	(98,478	)	$	(65,210	)

Weighted average shares		61,335,984			58,535,984

Basic income per share (based on weighted average shares)	$	0.00		$	0.00

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Notes to the Consolidated Financial Statements

September 30, 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 September 30, 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 nine months ended September 30, 2008 and 2007, the Company recorded depletion of $7,500 on its producing properties.

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Notes to the Consolidated Financial Statements

September 30, 2008

NOTE 4 –

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.

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Item 2. Discussion and Analysis or Plan of Operation.

(A)

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 September 30, 2008, we had royalty revenues of $5,205 from our working interest in the Strachan property (September 30, 2007: $1,121). Revenues for the nine months ending September 30, 2008, we had royalty revenues of $8,946 (September 30, 2007: $1,522). In both instances 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 nine months ended September 30, 2008 was $7,500. (September 30, 2007: $7,500)

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General and Administrative costs

General and Administrative costs for the nine months ended September 30, 2008 decreased to $99,924, when compared to $157,031, for the corresponding period in the prior year. The decrease in expenses for the period was caused by a reduction in consultancy charges and a general decrease in overhead expenses as the Company realigns its expenses to revenue.

The Company’s total expenses were $107,424 for the nine months ended September 30, 2008 as compared to $164,531 for the prior year.

The Net Loss for the nine months ended September 30, 2008 was $(98,478) as compared to a Net Loss of $(163,009) for the corresponding period for the prior year. The decrease in loss for the period was caused by a reduction in operating expenses and an increase in royalty revenues.

(1) Liquidity. Our net working capital for the quarter ended September 30, 2008 decreased to $(35,070), compared to a surplus of $55,907 for the year ended December 31, 2007. The decrease in working capital was caused the increase in accounts payable 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, 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.

Off Balance Sheet Arrangements

As of September 30, 2008, there were no off balance sheet arrangements.

Going Concern

As shown in the accompanying financial statements, we have incurred a net loss of $4,824,248 since inception. To achieve profitable operations, we require additional capital for obtaining producing oil and gas properties through either the purchase of producing wells or successful exploration activity. We believe that we may not be able to obtain sufficient funding to meet our business objectives, including anticipated cash needs for working capital and is currently evaluating several financing options. However, there can be no assurances can be offering in this regard. As a result of the foregoing, there exists substantial doubt about our ability to continue as a going concern.

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Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that the following accounting policies fit this definition.

Joint Ventures

All exploration and production activities are conducted jointly with others and, accordingly, the accounts reflect only our proportionate interest in such activities.

Natural Gas and Oil Properties

We account for our oil and gas producing activities using the full cost method of accounting as prescribed by the United States Securities and Exchange Commission (“SEC”). Accordingly, all costs associated with the acquisition of properties and exploration with the intent of finding proved oil and gas reserves contribute to the discovery of proved reserves, including the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized. All general corporate costs are expensed as incurred. In general, sales or other dispositions of oil and gas properties are accounted for as adjustments to capitalized costs, with no gain or loss recorded. Amortization of evaluated oil and gas properties is computed on the units of production method based on all proved reserves on a country-by-country basis. Unevaluated oil and gas properties are assessed at least annually for impairment either individually or on an aggregate basis. The net capitalized costs of evaluated oil and gas properties (full cost ceiling limitation) are not to exceed their related estimated future net revenues from proved reserves discounted at 10%, and the lower of cost or estimated fair value of unproved properties, net of tax considerations. These properties are included in the amortization pool immediately upon the determination that the well is dry.

Unproved properties consist of lease acquisition costs and costs on well currently being drilled on the properties. The recorded costs of the investment in unproved properties are not amortized until proved reserves associated with the projects can be determined or until they are impaired.

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 we share an undivided interest with other producers are recognized based on the actual volumes sold by us during the period. Gas imbalances occur when our actual sales differ from its entitlement under existing working interests. We record a liability for gas imbalances when we have sold more than our 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 September 30, 2008 and 2007, we had no overproduced imbalances.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2008. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Mr. Christopher Paton-Gay, and our Chief Financial Officer, Mr. Kulwant Sandher. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2008, our disclosure controls and procedures are effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There have been no significant changes in our internal controls over financial reporting during the quarter ended June 30, 2008 that have materially affected or are reasonably likely to materially affect such controls.

Page - 14

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 31. Section 302 Certification

Exhibit 32. Certification Pursuant TO 18 USC Section 1350

The Remainder of this Page is Intentionally left Blank

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-Q Report for the Second Quarter ended June 30, 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: November 14, 2008

/s/Kulwant Sandher		/s/Donald Jackson Wells		/s/Joseph Kane
Kulwant Sandher President / CFO		Donald Jackson Wells director		Joseph Kane director

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