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.
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Nevada |
Optional |
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(Jurisdiction of Incorporation) |
(I.R.S. Employer Identification No.) |
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604-700 West Pender Street Vancouver Canada |
V6G 1G8 |
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(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 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 12
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INTRODUCTION |
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PART I |
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ITEM 1. |
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(a) |
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(b) |
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ITEM 2. |
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ITEM 3. |
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ITEM 4. |
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PART II |
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ITEM 5. |
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(b) |
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(c) |
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(d) |
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ITEM 6. |
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ITEM 7. |
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ITEM 8. |
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PART III |
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ITEM 9. |
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ITEM 10. |
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ITEM 11. |
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Item 12. |
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Item 13. |
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Item 15. |
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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.
PART I
ITEM 1. Description of Business.
(a) 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.
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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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$ |
70,000 |
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2,800,000 |
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Total Issued and Outstanding 12/31/05 |
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$ |
70,000 |
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58,335,970 |
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(b) Our Business. Turner Valley Oil and Gas Inc. (“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 Management’s 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 2. 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 3. Legal Proceedings.
There are no legal proceedings pending against us, as of the preparation of this Report.
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
ITEM 5. Market for Common Equity and Stockholder Matters.
(c) 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.
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3rd 2004 |
0.18 |
0.12 |
4,784,580 |
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4th 2004 |
0.34 |
0.12 |
22,427,460 |
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1st 2005 |
0.38 |
0.21 |
59,337,300 |
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2nd 2005 |
0.29 |
0.12 |
15,100,140 |
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3rd 2005 |
0.19 |
0.12 |
11,437,060 |
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4th 2005 |
0.14 |
0.06 |
10,552,140 |
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1st 2006 |
0.23 |
0.06 |
13,434,000 |
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2nd 2006 |
0.22 |
0.03 |
7,754,000 |
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3rd 2006 |
0.14 |
0.07 |
6,864,000 |
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4th 2006 |
0.11 |
0.07 |
9,134,000 |
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1st 2007 |
0.08 |
0.04 |
10,660,000 |
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2nd 2007 |
0.04 |
0.02 |
10,110,000 |
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3rd 2007 |
0.02 |
0.01 |
10,008,000 |
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4th 2007 |
0.03 |
0.01 |
9,200,000 |
Source: Yahoo Finance
(d) Holders. There are approximately 100 shareholders of the our common stock, giving effect to shares held in brokerage accounts.
(e) 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 the company and other factors that the Board of Directors may deem relevant.
(f) Sales of Unregistered Common Stock 2007. We made no unregistered issuances in 2005, 2006 or 2007.
ITEM 6. Management's Discussion and Analysis or Plan of Operation.
(a) 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 6th, 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 23rd, 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 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–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–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 (“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 7. 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-04. These financial statements attached hereto and filed herewith are incorporated herein by this reference as though fully set forth
herein.
ITEM 8. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure.
None.
PART III
ITEM 9. 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 10. 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.
The Remainder of this Page is Intentionally left Blank
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Executive Officers |
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Annual Compensation |
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Name and Principal Position |
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Year |
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Salary
($) |
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Other Annual Compensation
($) |
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Totals
$ |
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Christopher |
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2007 |
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71,028 |
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71,028 |
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Paton-Gay, |
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2006 |
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254,105 |
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254,105 |
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Chairman, CEO |
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2005 |
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331,340 |
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331,340 |
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Director |
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Kulwant |
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2007 |
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52,168 |
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52,168 |
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Sandher, |
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2006 |
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178,226 |
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178,226 |
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Treasurer, CFO |
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2005 |
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6,515 |
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6,515 |
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Directors |
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Annual Compensation |
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Name and Principal Position |
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Year |
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Salary
($) |
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Other Annual Compensation
($) |
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Totals
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Joseph A. Kane |
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2007 |
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10,000 |
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10,000 |
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Director |
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2006 |
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23,750 |
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23,750 |
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2005 |
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29,750 |
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29,750 |
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Donald Jackson |
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2007 |
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10,000 |
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10,000 |
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Wells |
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2006 |
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23,750 |
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23,750 |
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Director |
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2005 |
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29,750 |
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29,750 |
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The foregoing “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) 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 11. 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
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Name and Address of Beneficial Owner |
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Share
Ownership |
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% |
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Christopher Paton-Gay |
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6160 Genoa Bay Road |
Chairman/CEO |
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Duncan B.C. Canada |
Director |
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2,285,000 |
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3.92 |
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Kulwant Sander |
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6160 Genoa Bay Road |
Treasurer/CFO |
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Duncan B.C. Canada |
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1,252,395 |
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2.15 |
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Donald Jackson Wells |
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3131 S.W. Freeway #46 |
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Houston TX 77098 |
Director |
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75,800 |
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0.13 |
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Joseph Kane |
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3131 S.W. Freeway #46 |
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Houston TX 77098 |
Director |
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75,800 |
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0.13 |
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All Officers and Directors as a Group |
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3,688,995 |
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6.32 |
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Total Issued and Outstanding |
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58,335,970 |
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100.00 |
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All Affiliates |
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(3,688,995 |
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(6.32 |
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Indicated Total Non-Affiliate Ownership |
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54,646,975 |
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93.68 |
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(a) 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 fanancial reporting affecting these controls that occurred during the last financial quarter that has materially affected, or is reasonably
likely to materially affect your 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. ITEM 14. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure..
None.
Item 15. ITEM 16. Attachments, Financial Statements, Exhibits,
and Reports on Form 8-K..
(a) 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.
(b) 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.
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: November 30, 2008
|
Christopher Paton-Gay |
|
Donald Jackson Wells |
|
Joseph Kane |
|
Christopher Paton-Gay |
|
Donald Jackson Wells |
|
Joseph Kane |
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