UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-K




(Mark
One)


xANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
fiscal year ended March 31, 2009




 ̈TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transition period from ____________ to_________________





Commission
file number 000-51108





TOT
Energy, Inc.


________________________________________


(Exact
name of registrant as specified in its charter)




Delaware
              
              20-0715816(State
      or other jurisdiction of incorporation or organization)
              
              (IRS
      Employer Identification
Number)





12100 NE
16th Avenue


Suite
210


North Miami,
FL  33161


(Address
of principal executive offices)





(305)
891-2288


(Registrant’s
telephone number, including area code)





Securities
registered under Section 12(b) of the Exchange Act: None





Securities
registered under Section 12(g) of the Exchange Act:




Common
Stock, par value $0.001 per share


________________________________________________________________________________


(Title of
class)




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


 ̈
YES      x NO





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


 ̈
YES     x NO





Note– Checking the box above
will not relieve any registrant required to file reports pursuant to Section 13
or 15(d) of the Exchange Act from their obligations under those
Sections.





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.


x  
YES      ̈ NO





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).





x YES (None Required)
 ̈ NO





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer  ̈
                Accelerated
      filer  ̈Non-accelerated
      filer  ̈ (Do
      not check if a smaller reporting company)
                Smaller
      reporting company   x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).


 ̈
YES           x NO





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.





Note.—If a determination as to
whether a particular person or entity is an affiliate cannot be made without
involving unreasonable effort and expense, the aggregate market value of the
common stock held by non-affiliates may be calculated on the basis of
assumptions reasonable under the circumstances, provided that the assumptions
are set forth in this Form.





The aggregate market value
of the voting common equity held by non-affiliates was $4,106,818 based upon the
last traded price of $0.24 per share on September 22, 2008.




Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.





At June 22, 2009, the number
of shares outstanding of the issuer’s common stock was 301,231,580
shares.




DOCUMENTS
INCORPORATED BY REFERENCE





NONE







TOT
ENERGY, INC.


Form
10-KSB


For the
Year Ended March 31, 2009


INDEX





PageNo.PART
      IItem
      1.
              Business
              4Item
      1B.
              Unresolved
      Staff Comments
              6Item
      2.
              Properties
              6Item
      3.
              Legal
      Proceedings
              6Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              6PART
      IIItem
      5.
              Market
      for Common Equity, Related Stockholder Matters and Issuer Purchases of
      Equity Securities
              7Item
      6.
              Selected
      Financial Data
              9Item
      7.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              10Item
      7A.
              Quantitative
      and Qualitative Disclosures About Market Risk
              14Item
      8.
              Financial
      Statements and Supplementary Data
              14Item
      9.
              Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure
              29Item
      9A(T).
              Controls
      and Procedures
              29Item
      9B.
              Other
      Information
              29.
              PART
      IIIItem
      10.
              Directors,
      Executive Officers and Corporate Governance
              29Item
      11.
              Executive
      Compensation
              31Item
      12.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
              34Item
      13.
              Certain
      Relationships and Related Transactions, and Director
      Independence.
              35Item
      14.
              Principal
      Accounting Fees and Services.
              36PART
      IVItem
      15.
              Exhibits,
      Financial Statement Schedules
              37Signatures
              40


3




PART
I




Item
1. Business




Overview




TOT
Energy, Inc. (the “Company”), formerly Splinex Technology, Inc., was organized
on February 6, 2004 under the laws of the State of Delaware as a wholly-owned
subsidiary of Splinex, LLC, a Florida limited liability company, and was the
surviving entity pursuant to a merger with Ener1 Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of Ener1, Inc., a Florida corporation.
The Company initially intended to develop advanced technologies in the
three-dimensional or 3D computer graphics industry. Since October 28, 2003
(“Inception”), the date of formation of Splinex, LLC, through December 17, 2007,
we operated in a development phase typical of a software company and focused on
developing technologies and products and securing intellectual property rights
while we developed relationships with potential customers and resellers. Under
an agreement effective April 1, 2004 (the “Contribution Agreement”),
Splinex, LLC contributed substantially all of its assets, liabilities and
operations to the Company. Due to lack of significant sales, we substantially
reduced our workforce and overhead costs beginning in September
2005.  From September 2005 through July 2007, Ener1 Group, Inc., a
related party, loaned us money to fund our operations.  In July 2007,
Ener1 Group, Inc. stopped funding our operations.





On
December 17, 2007, (1) certain holders, who had received shares in the Company
as distributions from Splinex LLC, transferred their ownership of 35,162,334
shares of common stock of the Company to Splinex LLC for nominal consideration,
and (2) Bzinfin, S.A., a British Virgin Islands limited corporation that is
indirectly owned by an affiliate of Ener1 Group, Inc., a Florida company of
which Mike Zoi is a shareholder and director and which is the majority
shareholder of Ener1, Inc., and Ener1 Group assigned debt obligations of the
Company to Splinex LLC in the amount of $2,805,207 and $845,864, respectively.
Under a Purchase Agreement dated December 17, 2007, TGR Capital, LLC (which
changed its name to Enerfund, LLC in September 2008), a Florida limited
liability company (“Enerfund”), which is wholly-owned by Mike Zoi, acquired all
of the membership interests in Splinex LLC, thereby giving Enerfund control of
Splinex LLC.





Under an
Exchange Agreement dated December 18, 2007, the Company agreed to issue
113,500,000 newly issued shares of the Company to Splinex LLC of which 8,500,000
shares were issued to Bzinfin and 2,125,000 were issued to a former affiliate of
Splinex, LLC. Splinex LLC owned 98,157,334 shares of the Company as of December
17, 2007 and an aggregate of 201,032,334 shares after the completion of the
Exchange Agreement on December 18, 2007. The Company had 100,757,769 shares
outstanding at December 17, 2007 and 214,257,769 shares outstanding after the
completion of the Exchange Agreement. In June 2008, Splinex, LLC changed its
name to TGR Energy, LLC (“TGR”).





On July
16, 2008, we entered into a Joint Venture Agreement (the “JV
Agreement”) with Evgeny Bogorad (“Bogorad”), owner of Sibburnefteservis, Ltd. of
Novosibirsk, Russia, an oil services company (“SIBBNS”). Pursuant to the JV
Agreement, Bogorad has contributed certain of SIBBNS assets and personnel to a
joint venture company named TOT-SIBBNS, Ltd., a Russian corporation
(“TOT-SIBBNS”). An independent appraisal company has appraised the contributed
assets at US$6,221,881.We ended development stage activity on July 16, 2008 when
we acquired a 75% interest in the TOT-SIBBNS joint venture and began operations
in the oil and gas service industry, including the exploration, development,
production, and marketing of crude oil and natural gas in Russia and Kazakhstan,
as well as other markets around the world.  TOT Energy will also
explore investments and other opportunities in the renewable energy
field.




At the
closing on July 16, 2008, we issued to Bogorad 3,000,000 shares of our common
stock in exchange for a 75% interest in TOT-SIBBNS. We are obligated to issue to
Bogorad 2,000,000 additional shares of common stock upon TOT-SIBBNS obtaining
US$10,000,000 in gross revenue during the three-year period following the
closing. If TOT-SIBBNS achieves this gross revenue target and Bogorad continues
to hold the shares issued pursuant to the JV Agreement on the third anniversary
of the closing and the stock price is less than US$1.00 per share, then we, in
our sole discretion, must either make an additional payment in cash or
additional shares of stock to Bogorad in an amount equal to the difference in
the value per share and US$1.00 multiplied by the total number of shares held by
Bogorad, or, if we decline to make such payment, Bogorad may require us to
return our interest in TOT-SIBBNS in exchange for a payment to us of the fair
market value of any assets acquired directly by TOT-SIBBNS (other than the
assets initially contributed to the Joint Venture by Bogorad pursuant to the JV
Agreement) and 75% of the retained earnings, accounts receivable and cash of
TOT-SIBBNS. Bogorad will act as the manager of TOT-SIBBNS. We have the ability
to appoint a majority of the Board of Directors of TOT-SIBBNS.


4




TOT-SIBBNS
provides oil exploration and consulting services to companies located in and
around Novosibirsk, Russia. TOT-SIBBNS owns and operates four oil drilling rigs
that generate the majority of the revenues of TOT-SIBBNS. TOT-SIBBNS uses this
equipment for drilling exploratory wells for fees. In addition, TOT-SIBBNS
provides engineering services and well remediation services on a contract fee
basis. Given the small  number of drilling rigs owned by TOT-SIBBNS,
drilling services will be limited  to no more than four customers at
any one time.  However, exploration contracts will typically provide
for utilization of multiple drilling rigs per customer, on whom our operations
will be largely dependent. Accordingly, the termination of any exploration
contract or loss of a customer or a material change in the financial stability
of a customer would have a material adverse impact on the financial results of
TOT-SIBBNS.





On April
2, 2009, TOT-SIBBNS determined there would be no further oil drilling operations
under its existing contract for the current drilling season. TOT-SIBBNS has
furloughed most employees (114 field and professional positions) until further
notice. It is uncertain when or if drilling services under the existing contract
will recommence. The contract for drilling services was temporarily suspended in
January 2009 due to the inability of the customer to obtain necessary
funding.  TOT-SIBBNS’ equipment remains on-site and is expected to
remain on-site through the summer. TOT-SIBBNS has incurred costs during the
fourth quarter ended March 31, 2009 to secure its equipment on the job site and
prepare for recommencement of drilling operations in the event the customer
obtains the necessary financing to maintain the oil field license required to
conduct operations.





As
previously disclosed, the oil production business in Russia is seasonal and
cyclical and is currently experiencing a down cycle in large part due to the
recently lower prices relating to sale of a barrel of crude oil. While we are
hopeful that drilling service demand will increase when the price of oil
increases and/or the Russian government adjusts drilling license regulations and
fee structures, we can provide no assurance that this will be the case. We may
not know whether our drilling operations will be able to recommence with our
existing customer or other customers until the end of 2009.





TOT-SIBBNS
and its customers are subject to certain regulations and licensing requirements
imposed by Russian law and government agencies, including regulations and
contractual obligations relating to environmental hazards. The costs of
compliance with these regulations and other obligations can be significant,
particularly as the prices per barrel in the spot oil markets decline, which
decline could have a significant impact on TOT-SIBBNS’ cost structures and those
of its customers. The Russian Governmental Ecological Organization oversees
compliance with regulations relating to the discharge of materials into the
environment or otherwise relating to the protection of the environment. All oil
drilling and exploration projects are submitted to the Governmental Ecological
Organization for approval of material discharge quotas and for determination of
fees to be paid (typically monthly)  that are based on the description
of operations and planned discharge of materials into the environment.
Governmental authorities monitor compliance with the approved project plan.
Violations can result in fines and penalties.  In addition, we must
obtain certain licenses for explosive and fire protection devices which are used
in the drilling process.  Actual drilling activities do not require a
license.





KORLEA-TOT
is our 51% joint venture with Korlea Invest Holding AG of Switzerland (“Korlea”)
who is a provider and trader of energy assets in the Czech Republic. The joint
venture, Korlea-TOT, established as of July 17, 2008, was expected to assist in
the marketing of oil assets sourced by other TOT-Energy companies and
contacts.  There has been no activity to date with this joint
venture.





Despite
the setbacks experienced by TOT-SIBBNS, we are working to build a
diversified portfolio of energy assets. To this end, from time to time, we may
be engaged in various discussions to acquire businesses or formulate joint
venture or other arrangements with energy companies located around the world.
Our policy is not to disclose discussions or potential transactions until
definitive agreements have been executed. Where appropriate, acquisitions will
be financed with equity shares and this may result in substantial dilution to
existing stockholders.


5




Several
factors raise significant doubt as to our ability to continue operating as a
going concern. These factors include our history of net losses and that we have
recently commenced operations, and have a working capital deficit at March 31,
2009. We are dependent upon TGR Energy, LLC or Mike Zoi to fund our operations.
Our independent auditors’ report on our financial statements for the year ended
March 31, 2009 contains an explanatory paragraph about our ability to
continue as a going concern. Management believes that our current operating
strategy, as described in the preceding paragraphs, provides the opportunity for
us to continue as a going concern; however, there is no assurance this will
occur.




The
current market situation is characterized by falling prices for drilling and
exploration services, which has resulted in a general decline in orders as oil
prices have fluctuated greatly during the past year. TOT-SIBBNS faces intense
competition in its targeted markets. TOT-SIBBNS competes with a significant
number of companies ranging in size from large well-known entities to a number
of relatively small and highly specialized service providers, most of which have
several production locations and significantly greater equipment and drilling
capacity than the Company. TOT-SIBBNS’ principal methods of competition are
price, quality of service, performance and speed of service performance.
TOT-SIBBNS believes that it can effectively compete in certain markets based on
its customer-oriented philosophy, highly skilled and professional workforce,
historically low cost structure, high performance quality and reliability, and
cost-effective solutions for its customers. However, as noted above, TOT-SIBBNS
operates four drilling rigs and many larger competitors have significantly
greater financial resources that will enhance their ability to withstand
significant fluctuations in the price per barrel of oil and other economic and
climatic volatility.




Our
principal executive offices are located at 12100 N.E. 16th Ave;
Suite 210; Miami, FL  33161. Our telephone number is (305)
891-2288.




Employees




At March
31, 2009, the Company employed four people in the United States, including the
Company’s CEO, CFO, a senior accountant and a secretary.  In Russia,
as of April 2, 2009, we have furloughed 114 people and there were 35 people
working to maintain equipment, security and limited operations. The furloughed
workers will either return to work as drilling resumes or be terminated after we
make payment of salary due up to the date of furlough.  None of our
employees were represented by a union or collective bargaining
agreement.




Item
1B.Unresolved Staff Comments




None.




Item
2. Description of Property




We
currently lease office space on a month to month basis. We are seeking
approximately 3,600 square feet of office space in Miami on a permanent basis.
We
own an office building in Omsk, Russia where we conduct the operations of
TOT-SIBBNS. The building is approximately 3750 square feet.




Item
3. Legal Proceedings




From time
to time, we may be involved in litigation relating to claims arising in the
normal course of operations. We are not currently a party to any such
proceedings.




Item
4. Submission of Matters to a Vote of Security Holders




None.




6




PART
II





Item
5.  Market for Common Equity and Related Stockholder Matters and
Purchases of Equity Securities





There
currently is no established public trading market for our common
stock.  The number of shareholders of record of our common stock at
March 31, 2009 was 202. The number of shareholders of record does not include
beneficial owners of common stock whose shares are held in the names of various
dealers, clearing agencies, banks, brokers and other fiduciaries. The
principal markets for our stock were the Over The Counter Bulletin Board (OTCBB)
and Pink Sheets LLC.  On June 22, 2009, the price of our common stock
last traded at $0.22 per share on the OTCBB.





The
following table sets forth the high and low prices for our common stock for the
quarterly periods indicated as reported by the OTCBB. The quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.




Fiscal Year
                      
                      Quarter Ended
                      
                      High
                      
                      
                      Low2008
                      
                      June
      30, 2007
                      
                      $
                      0.14
                      
                      
                      $
                      0.05September
      30, 2007
                      
                      $
                      0.13
                      
                      
                      $
                      0.06December
      31, 2007
                      
                      $
                      0.10
                      
                      
                      $
                      0.08March
      31, 2008
                      
                      $
                      0.14
                      
                      
                      $
                      0.082009
                      
                      June
      30, 2008
                      
                      $
                      0.12
                      
                      
                      $
                      0.12September
      30, 2008
                      
                      $
                      0.13
                      
                      
                      $
                      0.13December
      31, 2008
                      
                      $
                      0.07
                      
                      
                      $
                      0.07March
      31, 2009
                      
                      $
                      0.30
                      
                      
                      $
                      0.07




We have
not paid any cash dividends during the last two fiscal years and do not
anticipate paying any cash dividends on our common stock in the foreseeable
future.


Plan
Shares Outstanding


The
following table sets forth information as of March 31, 2009with respect to the
Company’s 2004 Stock Option Plan, approved by our security
holders.  The 2004 Stock Option Plan authorizes the issuance of a
maximum of 10,000,000 shares underlying options. The Company previously granted
options to purchase a total of 4,825,000 shares of common stock, of which
options to purchase 4,737,500 shares expired unexercised.





Plan Category
                
                Number of Securities to
                  be Issued Upon Exercise
                  of Outstanding Options,
                  Warrants and Rights
                
                
                Weighted-average
                  exercise price of
                  outstanding options,
                  warrants and rights
                
                
                Number of securities
                  remaining available for
                  future issuance under
                  equity compensation
                  plans (excluding
                  securities reflected in
                  the first column)Equity
      compensation plans approved by security holders.
                
                
                1,200,000
                
                
                $
                0.25
                
                
                
                3,975,000


7


Recent
Sales of Unregistered Securities





On August
7, 2008, our Board of Directors approved a Subscription Agreement dated August
7, 2008 (the “Subscription Agreement”) with TGR, wherein TGR committed to invest
up to $2,000,000 in exchange for up to 100,000,000 shares of the Company's
common stock for $0.02 per share. In addition, we granted TGR warrants to
purchase up to 50,000,000 shares of common stock for $0.05 per share. These
warrants may be exercised within five years from the date of grant. The shares
and warrants are issuable under the Subscription Agreement upon the funding from
time to time by TGR. The valuation date to determine the appropriate
compensation charge is the last day of the quarter then
ended.





For the
quarter ended March 31, 2009, TGR was issued 10,697,250 shares of common stock
of the Company and fully vested warrants to purchase 5,348,625 shares of common
stock of the Company for $0.05 per share in exchange for funding of $213,945
provided during the quarter under the terms of the Subscription Agreement. A
compensation charge of $1,390,643 was recorded for the quarter ended March 31,
2009 as an officer of the Company is also a principal of TGR and the securities
issued were below market value.  This amount is calculated as the
difference between the market price of our common stock at the end of each
quarter in which shares were issued and the subscription price of the common
shares ($0.02) multiplied by the number of shares issued, plus the Black-Scholes
valuation of the warrants issued as calculated at the end of each
quarter.





For the
fiscal year ended March 31, 2009, TGR was issued an aggregate of 82,725,335
shares of common stock of the Company and fully vested warrants to purchase
41,362,168 shares of common stock of the Company at an exercise price of $0.05
per share pursuant to the terms of the Subscription Agreement.  These
issuances were in exchange for financings under the Subscription Agreement in
the aggregate amount of $1,654,507 of which $1,017,097 was cash and $637,410
related to refinancing of previously outstanding notes payable.  A
compensation charge of $8,827,218 was recorded for the fiscal year ended March
31, 2009.  This amount is calculated as the difference between the
market price of our common stock at the end of each quarter in which shares were
issued and the subscription price of the common shares ($0.02) multiplied by the
number of shares issued, plus the Black-Scholes valuation of the warrants issued
as calculated at the end of each quarter.





On
November 1, 2008, the Company entered into a Letter Agreement with Olympus
Securities LLC (the “Agreement”). Under the Agreement, Olympus was appointed TOT
Energy’s exclusive financial advisor and investment banker (collectively, the
“Services”) for a period of seven (7) months. After expiration of this
initial term, the Agreement is to automatically continue on a month-to-month
basis, with each party having the right to terminate on thirty (30) days notice.
The Agreement included a fee of one thousand dollars ($1,000) per month in
return for the Services, except for the first month, where, instead of the
monthly fee, the Company granted five (5) year warrants to Olympus to purchase
one million (1,000,000) shares of the Company's common stock at
ten cents ($.10) per share. The warrants were valued at $149,999 and were to be
amortized over the seven-month term of the Agreement. The Agreement
contains other provisions relating to payments of cash, stock and warrants in
connection with any future financing or investment transaction completed through
Olympus. The Company has not yet paid a cash fee or provided the abovementioned
warrants to Olympus due to the failure by Olympus to provide meaningful
investment banking services until world financial markets
stabilized.  Olympus has commenced providing strategic advice and
other services to the Company and we are currently negotiating an amendment to
the Agreement that will clarify payment and other terms, including issuance of
securities, under the Agreement.   The Company has amortized four
months of the warrant charge and accrued this amount in the current period to
reflect services provided.





At March
31, 2009, the Company had options to purchase 1,200,000 shares of common stock
outstanding under its stock option plan, of which options to purchase 412,963
shares of common stock are vested, with an exercise price of $0.25 per share and
with a remaining weighted average contractual term of 5.69 years. The Company
also had warrants to purchase 41,362,168 shares of common stock outstanding at
March 31, 2009 with a strike price of $0.05 per share and a remaining
contractual term of 4.74 years pursuant to the Subscription
Agreement.





The
Company entered into a Sponsorship Agreement with American Speed Factory dated
April 22, 2009, whereby the Company would receive certain promotional services
and sponsorship rights to display the Company’s logo in connection with the 2009
Ferrari Challenge racing season in exchange for the issuance of 500,000 shares
of restricted stock of the Company.




8




To
partially offset the reduction in salary, the Company provided Mr. New with
25,000 shares of fully vested common stock in lieu of his March 31, 2009 cash
bonus and 200,000 shares of common stock which vest monthly from April 1, 2009
to September 30, 2009.  Other employees receiving salary reductions
were granted a total of 50,000 shares of common stock vesting monthly between
April 1, 2009 and September 30, 2009.




We
believe that each of the foregoing securities transactions were exempt from the
registration requirements of Section 5 of the Securities Act of 1933, as
amended, by virtue of Section 4(2) of the Securities Act which exempts
transactions by an issuer not involving any public offering.




Purchases
of Equity Securities by the Issuer and Affiliated Purchasers





None
(other than pursuant to the Subscription Agreement as described
above).




Item
6.   Selected Financial Data





Not
Applicable.


9




Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations





This
Annual Report on Form 10-K contains forward -looking
statements.  These statements relate to our expectations, hopes,
intentions or strategies regarding future events or future financial
performance.  Any statements contained in this report that are not
statements of historical fact may be deemed forward-looking statements. In some
cases, forward-looking statements can be identified by terminology such as
“may,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,”
“estimate,” “predict,” “potential” or “continue,” or the negative of such terms
or other comparable terminology. Forward-looking statements include but are not
limited to statements regarding: our future business plans; future sales of our
product and services; introduction of new products and services; expected hiring
levels; marketing plans; increases of selling, general and administrative costs;
financing requirements and capital raising plans; successful integration and
development of acquired businesses; regulatory and economic factors affecting
the oil and gas business and other factors that may impact our acquisition and
development strategy, some of which are beyond our control and difficult to
predict.  These statements are only predictions and are subject to a number
of assumptions, risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in the forward-looking
statements. The following important factors, in addition to those discussed in
our other filings with the Securities and Exchange Commission (the “Commission”)
from time to time, and other unforeseen events or circumstances, could affect
our future results and could cause those results or other outcomes to differ
materially from those expressed or implied in our forward-looking statements:
general economic conditions; competition; weather; our ability to raise capital;
our ability to control costs; changes within our industries; new and upgraded
products and services by us or our competitors; employee retention; sovereign
risk; legal and regulatory issues; changes in accounting policies or practices;
currency translation and exchange risks; and the market price of
oil.




All
forward-looking statements are based on information available to us on the date
of this filing, and we assume no obligation to update such statements, although
we will continue to comply with our obligations under the securities
laws.





The
following discussion should be read in conjunction with our other filings with
the Commission and the consolidated financial statements and related notes
included in this Annual Report.





General





We are
working to build a diversified portfolio of energy assets. To this end,
from time to time, we may be engaged in various discussions to acquire
businesses or formulate joint venture or other arrangements with energy
companies located around the world. Our policy is not to disclose discussions or
potential transactions until definitive agreements have been executed. Where
appropriate, acquisitions will be financed with equity shares and this may
result in substantial dilution to existing stockholders.





On July
16, 2008, we entered into a Joint Venture Agreement (the “JV
Agreement”) with Evgeny Bogorad (“Bogorad”), owner of Sibburnefteservis, Ltd. of
Novosibirsk, Russia, an oil services company (“SIBBNS”). Pursuant to the JV
Agreement, Bogorad has contributed certain of SIBBNS assets and personnel to a
joint venture company named TOT-SIBBNS, Ltd., a Russian corporation
(“TOT-SIBBNS”). An independent appraisal company has appraised the contributed
assets at US$6,221,881.




At the
closing on July 16, 2008, we issued to Bogorad 3,000,000 shares of our common
stock in exchange for a 75% interest in TOT-SIBBNS. We are obligated to issue to
Bogorad 2,000,000 additional shares of common stock upon TOT-SIBBNS obtaining
US$10,000,000 in gross revenue during the three-year period following the
closing. If TOT-SIBBNS achieves this gross revenue target and Bogorad continues
to hold the shares issued pursuant to the JV Agreement on the third anniversary
of the closing and the stock price is less than US$1.00 per share, then we, in
our sole discretion, must either make an additional payment in cash or
additional shares of stock to Bogorad in an amount equal to the difference in
the value per share and US$1.00 multiplied by the total number of shares held by
Bogorad, or, if we decline to make such payment, Bogorad may require us to
return our interest in TOT-SIBBNS in exchange for a payment to us of the fair
market value of any assets acquired directly by TOT-SIBBNS (other than the
assets initially contributed to the Joint Venture by Bogorad pursuant to the JV
Agreement) and 75% of the retained earnings, accounts receivable and cash of
TOT-SIBBNS. Bogorad will act as the manager of TOT-SIBBNS. We have the ability
to appoint a majority of the Board of Directors of TOT-SIBBNS.


10




TOT-SIBBNS
provides exploration services to oil exploration and production companies
located in and around Novosibirsk, Russia. TOT-SIBBNS owns and operates four oil
drilling rigs that generate the majority of the revenues of TOT-SIBBNS.
TOT-SIBBNS uses this equipment for drilling exploratory wells for fees. In
addition, TOT-SIBBNS provides engineering services and well remediation services
on a contract fee basis.





On April
2, 2009, TOT-SIBBNS, our joint venture servicing the oil and gas industry in
Russia, determined there would be no further oil drilling operations under its
existing contract for the current drilling season. TOT-SIBBNS has furloughed
most employees (114 field and professional positions) until further notice. It
is uncertain when or if drilling services under the existing contract will
recommence. The contract for drilling services was temporarily suspended in
January 2009 due to the inability of the customer to obtain necessary
funding.  TOT-SIBBNS’ equipment remains on-site and is expected to
remain on-site through the summer.





TOT-SIBBNS
has incurred costs during the fourth quarter ended March 31, 2009 to secure its
equipment on the job site and prepare for recommencement of drilling operations
in the event the customer obtains the necessary financing to maintain the oil
field license required to conduct operations.





As
previously disclosed, the oil production business in Russia is seasonal and
cyclical and is currently experiencing a down cycle in large part due to the
recently lower prices relating to the selling price for a barrel of crude oil.
While we are hopeful that drilling service demand will increase when the price
of oil increases and/or the Russian government adjusts drilling license
regulations and fee structures, we can provide no assurance that this will be
the case. We may not know whether our drilling operations will be able to
recommence with our existing customer or other customers until the end of
2009.





KORLEA-TOT
is our 51% joint venture with Korlea Invest Holding AG of Switzerland
(“Korlea”), a provider and trader of energy assets in the Czech Republic. The
joint venture, Korlea-TOT, established as of July 17, 2008, was expected to
assist in the marketing of oil assets sourced by other TOT-Energy companies and
contacts.  There has been no activity to date with this joint
venture.





Several
factors raise significant doubt as to our ability to continue operating as a
going concern. These factors include our history of net losses and that we have
recently commenced operations, and have a working capital deficit as of March
31, 2009. We are dependent upon TGR Energy, LLC or Mike Zoi to fund our
operations. Our independent auditors’ report on our financial statements for the
year ended March 31, 2009 contains an explanatory paragraph about our
ability to continue as a going concern. Management believes that our current
operating strategy, as described in the preceding paragraphs, provides the
opportunity for us to continue as a going concern; however, there is no
assurance this will occur.





As of
March 31, 2009, we leased temporary office space and intend to lease and furnish
approximately 3,600 square feet of permanent office space in Miami, Florida. We also
own a 3750 square foot building in Omsk, Russia where we operate
TOT-SIBBNS.




11




Results
of Operations for the Year Ended March 31, 2009 Compared to the Year Ended March
31, 2008





We had
net income of $215,085, or $0.00 per share, for the year ended March 31, 2008
(“fiscal 2008”) compared to a net loss of $11,030,906, or $0.05 per share,
for the year ended March 31, 2008 (“fiscal 2008”). Our total operating expenses
for fiscal 2008 were $243,111 as compared to operating expenses for fiscal 2009
of $11,244,502.  Interest expense in fiscal 2008 was $110,464 compared
to fiscal 2009 interest expense of $0.  Income from settlements of
outstanding payables was $568,562 in fiscal 2008 compared to $0 in fiscal
2009.





TOT
Energy, Inc. was not an operating company until the acquisition of TOT-SIBBNS in
July 2008.  The fiscal 2008 expenses of TOT Energy, Inc. reflect
non-operating winding down activities, principally creditor settlements and
expenses incurred to remain current in our SEC filing
obligations.  Our activity in fiscal 2008 was focused on settling
outstanding payables and other liabilities.  Our operating expenses
declined significantly during fiscal 2008 as we terminated product development
activities and our remaining workforce.




There
were no operating expenses related to TOT-SIBBNS in fiscal 2008. For fiscal
2009, our operating expenses consisted of $10,391,575 for TOT-Energy, Inc. and
$852,927 relating to operating expenses at TOT-SIBBNS. The operating expenses of
TOT Energy, Inc. of $10,391,575 in fiscal 2009 related primarily to compensation
expense ($8,931,801) in connection with issuances of stock and warrants pursuant
to the Subscription Agreement.  Payroll expenses were $656,702,
professional fees for legal, accounting, consulting and tax preparation were
$316,857 and other general and administrative expenses were $486,215 consisting
primarily of travel, rent and investor relations expenses.  For fiscal
2008, operating expenses of $243,111 consisted of $47,020 in professional fees,
$37,587 in payroll expenses, $21,140 in transfer agent fees and $137,364 in
other general and administrative expenses.





Outstanding
payables were settled at a discount in late fiscal 2008 and the Company
recognized income of $568,562 and $0 from settlements in fiscal 2008 and fiscal
2009, respectively.





The
non-controlling interest in loss of consolidated subsidiary was $0 in fiscal
2008 and $213,378 in fiscal 2009 as TOT-SIBBNS was purchased on July 16, 2008
and the fiscal 2009 amount relates to the 25% non-controlling interest in
TOT-SIBBNS retained by our joint venture partner.





Liquidity and capital
resources





At March
31, 2009, we had negative working capital of $765,507 and cash of
$99,971.





Short
term financing is provided by TGR Energy, LLC (“TGR”) as we require additional
working capital, pursuant to a Subscription Agreement dated August 7, 2008 (the
“Subscription Agreement”). TGR has agreed to provide up to $2,000,000 (the
“Investment Amount”) in exchange for up to 100,000,000 shares of common stock
and warrants to purchase up to 50,000,000 shares of common stock at an exercise
price of $0.05 per share. Pursuant to the Subscription Agreement, TGR will fund
the Investment Amount as required in our operational budget. TGR’s obligation to
fund the Investment Amount will be reduced by any future third party funding or
investment on terms no less favorable than those contained in the Subscription
Agreement.




For the
quarter ended March 31, 2009, TGR was issued 10,697,250 shares of common stock
of the Company and fully vested warrants to purchase 5,348,625 shares of common
stock of the Company for $0.05 per share in exchange for funding of $213,945
provided during the quarter under the terms of the Subscription Agreement. A
compensation charge of $1,390,643 was recorded for the quarter ended March 31,
2009 as an officer of the Company is also a principal of TGR and the securities
issued were below market value.  This amount is calculated as the
difference between the market price of our common stock at the end of each
quarter in which shares were issued and the subscription price of the common
shares ($0.02) multiplied by the number of shares issued, plus the Black-Scholes
valuation of the warrants issued as calculated at the end of each
quarter.




12


For the
fiscal year ended March 31, 2009, TGR was issued an aggregate of 82,725,335
shares of common stock of the Company and fully vested warrants to purchase
41,362,168 shares of common stock of the Company at an exercise price of $0.05
per share pursuant to the terms of the Subscription Agreement.  These
issuances were in exchange for financings under the Subscription Agreement in
the aggregate amount of $1,654,507 of which $1,017,097 was cash and $637,410
related to refinancing of previously outstanding notes payable.  A
compensation charge of $8,827,218 was recorded for the fiscal year ended March
31, 2009. This amount is calculated as the difference between the market price
of our common stock at the end of each quarter in which shares were issued and
the subscription price of the common shares ($0.02) multiplied by the number of
shares issued, plus the Black-Scholes valuation of the warrants issued as
calculated at the end of each quarter.





Critical
Accounting Policies and Estimates





Our
significant accounting policies are described more fully in Note 1 to our
consolidated financial statements.  Management is required to make
certain estimates and assumptions during the preparation of our financial
statements in accordance with generally accepted accounting
principles.  These estimates and assumptions impact the reported
amount of assets and liabilities as well as disclosures regarding any
contingencies.  Actual results could differ from estimates and this
could impact reported net income or the value of our assets and
liabilities.





In
applying estimates, management uses its judgment to determine the appropriate
assumptions to be used in the determination of certain estimates. Those
estimates are based on our historical experience, terms of existing contracts,
our observance of trends in the industry, information provided by outside
sources, trade journals and other sources, as appropriate.





Deferred
Taxes.  Estimates of deferred income taxes and items giving rise to
deferred tax assets and liabilities reflect management’s assessment of actual
future taxes to be paid on items reflected in the financial statements, giving
consideration to both timing and the probability of the
realization.  Actual income taxes could vary from these estimates for
a variety of reasons including changes in tax law, operating results that vary
from budget or the review of our tax returns by the IRS.





Valuation
of stock based compensation.  Stock based compensation has been
provided by the Company in order to preserve the cash flow necessary to grow our
business.  In addition, we entered into the Subscription Agreement
described above to strengthen our available sources of capital.  We
believe the estimate of stock based compensation is a “critical accounting
estimate” that significantly affects our results of
operations.  Management of the Company has discussed the development
and selection of this critical accounting estimate with our board of directors
and the board of directors has reviewed the Company’s disclosure relating to it
in this Report.





Off-balance
sheet arrangements





At March
31, 2009, we did not have any off-balance sheet arrangements, as defined in Item
303(a)(4) of Regulation S-K promulgated under the Securities Exchange Act
of 1934, as amended.




Recently
Issued Accounting Pronouncements





In May
2008, the FASB issued Statement of Financial Accounting Standards No 165 (SFAS
No. 165), Subsequent Events, which establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. The Company does
not expect that this Statement will result in a change in current
practice.





In April
2009, the FASB issued three related FASB Staff Positions (“FSP”): (i) FSP FAS
No. 115-2 and FAS No. 124-2, “Recognition of Presentation of
Other-Than-Temporary Impairments” (“FSP FAS 115-2 and FAS 124-2”), (ii) FSP FAS
No. 107-1 and Accounting Principles Board Opinion (“APB”) No. 28-1, “Interim
Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB
28-1”), and (iii) FSP FAS No. 157-4, “Determining the Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4), which are
effective for interim and annual reporting periods ending after June 15, 2009
and will be effective for us beginning in the first quarter of fiscal 2010. FSP
FAS 115-2 and FAS 124-2 amend the other-than-temporary impairment guidance in
U.S. GAAP for debt securities to modify the requirement for recognizing
other-than-temporary impairments, change the existing impairment model, and
modify the presentation and frequency of related disclosures. FSP FAS 107-1 and
APB 28-1 require disclosures about fair value of financial instruments for
interim reporting periods as well as in annual financial statements. FSP FAS
157-4 provides additional guidance for estimating fair value in accordance with
SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). We are currently
evaluating the impact of adopting these Staff Positions, but we do not expect
the adoption to have a material impact on our consolidated financial position,
results of operations or cash flows.


13




In May,
2008, the FASB issued Statement No. 162, Hierarchy of Generally Accepted
Accounting Principles, which simply moves the requirements related to
which authoritative literature to look to first from the audit standards to
GAAP.  SFAS 162 is effective 60 days following the SEC's approval of the
PCAOB’s amendments to AU Section 411, The Meaning of   Present Fairly in Conformity with
Generally Accepted Accounting Principles





In March,
2008, the Financial Accounting Standards Board released Statement No. 161, Disclosures about
Derivative Instruments and Hedging Activities.  This standard
requires enhanced disclosure about a company’s derivatives and hedging to help
investors understand their impact on a company’s financial position, financial
performance and cash flows.  SFAS 161 is effective for periods beginning
after November 15, 2008, with early application encouraged. We do not hedge and
we currently do not deal with derivative instruments. Management does not see an
impact from this standard at this time.





In
December 2007, the FASB issued SFAS No. 141(R), “Business
Combinations” and SFAS No. 160, “Non-controlling Interest in Consolidated
Financial Statements.” These Statements replace FASB Statement No. 141,
“Business Combinations,” and requires an acquirer to recognize the assets
acquired, the liabilities assumed, and any non-controlling interest in the
acquiree at the acquisition date, measured at their fair values as of that date.
SFAS No. 141(R) also makes significant amendments to other Statements and
other authoritative guidance. The Statement is effective for years
beginning on or after December 15, 2008.  Adoption of SFAS 141(R)
is not expected to have a significant impact on our existing financial condition
and results of operations.




Item
7A.   Quantitative and Qualitative Disclosures About Market
Risk





We do not
have material exposure to market risks associated with changes in interest rates
related to cash equivalent securities held at March 31, 2009.




Item
8.  Financial Statements and Supplementary Data


14




Report
of Independent Registered Public Accounting Firm




To the
Board of Directors and Stockholders


of TOT
Energy, Inc.





We have
audited the accompanying consolidated balance sheets of TOT Energy, Inc. as of
March 31, 2008 and 2009, and the related consolidated statements of operations,
changes in stockholders’ deficiency in assets and cash flows for the years then
ended.  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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall 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 financial position of TOT Energy Technologies,
Inc. as of March 31, 2008 and 2009, and the related consolidated statements of
operations, changes in stockholders’ deficiency in assets and cash flows for theyears then ended 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 a going concern.  As discussed in Note 2
to the consolidated financial statements, the Company has experienced recurring
losses and has a working capital deficit at March 31, 2009.  This
raises substantial doubt about the Company’s ability to continue as a going
concern.  Management’s plans in 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.





/s/
Daszkal Bolton LLP





Boca
Raton, Florida


June 30,
2009




15


TOT
ENERGY, INC.


CONSOLIDATED
BALANCE SHEETS




March 31, 2008
                              
                              
                              March 31, 2009ASSETSCurrent
      assetsCash
                              
                              $
                              88,007
                              
                              
                              $
                              99,971Deposits
                              
                              
                              -
                              
                              
                              
                              6,000Inventory
      of raw materials
                              
                              
                              -
                              
                              
                              
                              31,174Prepaid
      expenses and other assets
                              
                              
                              20,500
                              
                              
                              
                              2,220Total
      current assets
                              
                              
                              108,507
                              
                              
                              
                              139,365Fixed
      assetsBuilding
                              
                              
                              -
                              
                              
                              
                              160,649Machinery
      and equipment
                              
                              
                              -
                              
                              
                              
                              3,053,933Less:
      accumulated depreciation
                              
                              
                              -
                              
                              
                              
                              (308,452
                              )Total
      fixed assets (net)
                              
                              
                              -
                              
                              
                              
                              2,906,130Other
      AssetsAccounting
      software license
                              
                              
                              1,197
                              
                              
                              
                              -Total
      assets
                              
                              $
                              109,704
                              
                              
                              $
                              3,045,495LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIENCY) IN ASSETSCurrent
      liabilitiesAccounts
      payable
                              
                              $
                              15,193
                              
                              
                              $
                              51,129Accrued
      expenses
                              
                              
                              32,641
                              
                              
                              
                              853,743Due
      to related parties
                              
                              
                              500,000
                              
                              
                              
                              -Total
      liabilities
                              
                              
                              547,834
                              
                              
                              
                              904,872COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITY (DEFICIENCY) IN ASSETSPreferred
      stock ($.001 par value, 100,000,000 shares authorized and no shares issued
      and outstanding)
                              
                              
                              -
                              
                              
                              
                              -Common
      stock ($.001 par value, 800,000,000 shares authorized and 214,507,773 and
      300,583,108 shares issued and outstanding)
                              
                              
                              214,508
                              
                              
                              
                              300,583Treasury
      stock, at cost; 250,000 shares
                              
                              
                              (62,500
                              )
                              
                              
                              (62,500
                              )Paid
      in capital
                              
                              
                              5,115,356
                              
                              
                              
                              19,940,319Accumulated
      other comprehensive income
                              
                              
                              -
                              
                              
                              
                              (1,176,614
                              )Accumulated
      deficit
                              
                              
                              (5,705,494
                              )
                              
                              
                              (16,949,780
                              )Noncontrolling
      interest
                              
                              
                              -
                              
                              
                              
                              88,614Total
      equity
                              
                              
                              (438,130
                              )
                              
                              
                              2,140,623Total
      liabilities and stockholders' equity (deficiency) in
assets
                              
                              $
                              109,704
                              
                              
                              $
                              3,045,495





See
accompanying notes


16


TOT
ENERGY, INC.


CONSOLIDATED
INCOME STATEMENTS





Twelve Months Ended
                                                                                                March 31,2008
                                                                                              
                                                                                              
                                                                                              Twelve Months Ended
                                                                                                March 31,2009Sales
                                                                                              
                                                                                              $
                                                                                              98
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -Cost
      of sales
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -Gross
      Profit
                                                                                              
                                                                                              
                                                                                              98
                                                                                              
                                                                                              
                                                                                              
                                                                                              -Operating
      ExpensesGeneral
      and administrative
                                                                                              
                                                                                              
                                                                                              243,111
                                                                                              
                                                                                              
                                                                                              
                                                                                              11,244,502Loss
      from operations
                                                                                              
                                                                                              
                                                                                              (243,013
                                                                                              )
                                                                                              
                                                                                              
                                                                                              (11,244,502
                                                                                              )Non-operating
      income (expenses)Interest
      expense, net
                                                                                              
                                                                                              
                                                                                              (110,464
                                                                                              )
                                                                                              
                                                                                              
                                                                                              -Other
      income (expense)
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              218Income
      from settlements
                                                                                              
                                                                                              
                                                                                              568,562
                                                                                              
                                                                                              
                                                                                              
                                                                                              -Income
      (loss) before income tax provision
                                                                                              
                                                                                              
                                                                                              215,085
                                                                                              
                                                                                              
                                                                                              
                                                                                              (11,244,284
                                                                                              )Income
      tax provision
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -Net
      income (loss)
                                                                                              
                                                                                              
                                                                                              215,085
                                                                                              
                                                                                              
                                                                                              
                                                                                              (11,244,284
                                                                                              )Add:
      Net loss attributable to the
                                                                                                noncontrolling
      interest
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              213,378Net
      income (loss) attributable to
                                                                                                TOT Energy,
Inc.
                                                                                              
                                                                                              
                                                                                              215,085
                                                                                              
                                                                                              
                                                                                              
                                                                                              (11,030,906
                                                                                              )Other
      comprehensive income (loss)Foreign Currency translation
      loss
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              (1,176,614
                                                                                              )Comprehensive
      income (loss)215,085
                                                                                              
                                                                                              
                                                                                              
                                                                                              (12,207,520
                                                                                              )Net
      income (loss) per share - basic and diluted
                                                                                              
                                                                                              $
                                                                                              0.00
                                                                                              
                                                                                              
                                                                                              $
                                                                                              (0.05
                                                                                              )Weighted
      average number of common shares outstanding - basic and
      diluted
                                                                                              
                                                                                              
                                                                                              104,183,619
                                                                                              
                                                                                              
                                                                                              
                                                                                              236,191,569





See
accompanying notes.


17


TOT
ENERGY, INC.


CONSOLIDATED
STATEMENTS OF CHANGES IN


STOCKHOLDERS’
DEFICIENCY IN ASSETS




Accumulated
                            
                            
                            
                            
                            
                            
                            
                            
                            TotalAdditional
                            
                            
                            Other
                            
                            
                            
                            
                            
                            
                            
                            
                            Stockholders'PreferredStock
                            
                            
                            Common Stock
                            
                            
                            Treasury
                            
                            
                            Paid in
                            
                            
                            Comprehensive
                            
                            
                            Non-controlling
                            
                            
                            Accumulated
                            
                            
                            Equity (Deficiency)Shares
                            
                            
                            Amount
                            
                            
                            Shares
                            
                            
                            Amount
                            
                            
                            Stock
                            
                            
                            Capital
                            
                            
                            Income
                            
                            
                            interest
                            
                            
                            Deficit
                            
                            
                            in AssetsBalance
      atMarch
      31, 2008
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            214,507,773
                            
                            
                            
                            214,508
                            
                            
                            
                            (62,500
                            )
                            
                            
                            5,115,356
                            
                            
                            
                            -
                            
                            
                            -
                            
                            
                            
                            (5,705,496
                            )
                            
                            
                            (438,133
                            )Net
      loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            -
                            
                            
                            
                            (303,287
                            )
                            
                            
                            (303,287
                            )Balance
      at June 30, 2008
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            214,507,773
                            
                            
                            $
                            214,508
                            
                            
                            $
                            (62,500
                            )
                            
                            $
                            5,115,356
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            (6,008,783
                            )
                            
                            $
                            (741,420
                            )Stock
      options granted
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            -Stock
      options vested
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            14,444
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            14,444Shares
      issuedpursuant
      toTOT-SIBBNS
      joint venture
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            3,000,000
                            
                            
                            
                            3,000
                            
                            
                            
                            -
                            
                            
                            
                            4,372,480
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            4,375,480Shares
      and warrants tobe
      issued pursuant tosubscription
      agreement
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            5,157,600
                            
                            
                            
                            5,158
                            
                            
                            
                            -
                            
                            
                            
                            1,827,650
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            1,832,808Foreign
      currency exchange
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (15,920
                            )
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (15,920
                            )Shares
      issuedfor
      servicespursuant
      toformation
      of Korlea-TOT
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            350,000
                            
                            
                            
                            350
                            
                            
                            
                            -
                            
                            
                            
                            45,150
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            45,500Net
      loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (2,160,261
                            )
                            
                            
                            (2,160,261
                            )Balance
      September 30, 2008
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            223,015,373
                            
                            
                            $
                            223,016
                            
                            
                            $
                            (62,500
                            )
                            
                            $
                            11,375,080
                            
                            
                            $
                            (15,920
                            )
                            
                            $
                            -
                            
                            
                            $
                            (8,169,044
                            )
                            
                            $
                            3,350,631Stock
      options granted
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Stock
      options vested
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            8,519
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            8,519Shares
      and warrants issued pursuant to subscription agreeements
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            66,870,485
                            
                            
                            
                            66,870
                            
                            
                            
                            -
                            
                            
                            
                            6,954,496
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            7,021,366Foreign
      currency exchange
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (681,285
                            )
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (681,285
                            )Net
      income
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (6,328,588
                            )
                            
                            
                            (6,328,588
                            )Balance
      December 31, 2008
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            289,885,858
                            
                            
                            $
                            289,886
                            
                            
                            $
                            (62,500
                            )
                            
                            $
                            18,338,095
                            
                            
                            $
                            (697,205
                            )
                            
                            $
                            -
                            
                            
                            $
                            (14,497,632
                            )
                            
                            $
                            3,370,643Stock
      options granted
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Stock
      options vested
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            8,333
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            8,333Shares
      and warrants issued pursuant to subscription agreeements
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            10,697,250
                            
                            
                            
                            10,697
                            
                            
                            
                            -
                            
                            
                            
                            1,593,891
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            1,604,588Foreign
      currency exchange
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (479,409
                            )
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (479,409
                            )Non-controlling
      interest
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (124,764
                            )
                            
                            
                            
                            
                            
                            
                            (124,764
                            )Net
      loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            213,378
                            
                            
                            
                            (2,452,148
                            )
                            
                            
                            (2,238,770
                            )Balance
      March 31, 2009
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            300,583,108
                            
                            
                            $
                            300,583
                            
                            
                            $
                            (62,500
                            )
                            
                            $
                            19,940,319
                            
                            
                            $
                            (1,176,614
                            )
                            
                            $
                            88,614
                            
                            
                            $
                            (16,949,780
                            )
                            
                            $
                            2,140,622




See
accompanying notes.




18





TOT
ENERGY, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS




March 31,2008
                                              
                                              
                                              March 31, 2009Cash
      flows from operating activities:Net
      income (loss)
                                              
                                              $
                                              215,085
                                              
                                              
                                              $
                                              (11,030,906
                                              )Adjustments
      to reconcile net income (loss) to net cash used in operating
      activities:Depreciation
                                              
                                              
                                              -
                                              
                                              
                                              
                                              304,452Amortization
      of accounting software license
                                              
                                              
                                              -
                                              
                                              
                                              
                                              1,197Decrease
      in noncontrolling interests
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (162,325
                                              )Share
      Based Compensation
                                              
                                              
                                              28,000
                                              
                                              
                                              
                                              8,881,051Non
      cash interest expense
                                              
                                              
                                              110,464
                                              
                                              
                                              
                                              -Settlement
      of accounts payable
                                              
                                              
                                              (307,651
                                              )Settlement
      of accrued severance
                                              
                                              
                                              (260,911
                                              )-Changes
      in assets and liabilities, net of acquistions
                                              
                                              
                                              
                                              
                                              
                                              
                                              -and
      the effect of consolidation of equity affiliates:
                                              
                                              
                                              
                                              
                                              
                                              
                                              -Prepaid
      expenses
                                              
                                              
                                              (15,367
                                              )
                                              
                                              
                                              18,280Software
      license
                                              
                                              
                                              (1,197
                                              )
                                              
                                              
                                              -Inventory
      of raw materials
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (31,174
                                              )Deposits
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (6,000
                                              )Accounts
      payable
                                              
                                              
                                              (60,222
                                              )
                                              
                                              
                                              35,937Accrued
      expenses
                                              
                                              
                                              (178,445
                                              )
                                              
                                              
                                              821,101Total
      adjustments
                                              
                                              
                                              (685,329
                                              )
                                              
                                              
                                              9,862,519Net
      cash usedin operating
      activities
                                              
                                              
                                              (470,244
                                              )
                                              
                                              
                                              (1,168,387
                                              )Cash
      flows from investing activities:Investment
      in joint venture Korlea -TOT
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Purchase
      of equipment
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (8,643
                                              )Net
      cash used in investing activities
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (8,643
                                              )Cash
      flows from financing activities:Contributed
      capital from equity investors
                                              
                                              
                                              -
                                              
                                              
                                              
                                              1,017,097Contributed
      capital for Korlea-TOT joint venture
                                              
                                              
                                              -
                                              
                                              
                                              
                                              37,561Increase
      in related party payables
                                              
                                              
                                              -
                                              
                                              
                                              
                                              117,865Decrease
      in related party payables
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Note
      payable related party
                                              
                                              
                                              558,000
                                              
                                              
                                              
                                              -Net
      cash provided by financing activities
                                              
                                              
                                              558,000
                                              
                                              
                                              
                                              1,172,523Effect of exchange rate changes
      on cash
                                              
                                              
                                              -
                                              
                                              
                                              
                                              16,471Net
      increase in cash
                                              
                                              
                                              87,756
                                              
                                              
                                              
                                              11,965Cash
      at beginning of period
                                              
                                              
                                              251
                                              
                                              
                                              
                                              88,007Cash
      at end of period
                                              
                                              $
                                              88,007
                                              
                                              
                                              $
                                              99,972Supplemental
      Disclosure of Cash Flow InformationCash
      paid during the year for:Interest
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -Income
      taxes
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -Non-cash
      investing and financing activities:Related
      party debt and accrued interest to be exchanged for equity
                                              
                                              $
                                              3,771,047
                                              
                                              
                                              $
                                              637,410Common
      stock issued to form joint venture TOT-SIBBNS
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              4,375,480Common
      stock issued for services provided information of joint venture
      Korlea-TOT
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              45,500Common
      stock issued pursuant to subscription agreement
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              8,858,514





See
accompanying notes.


19


TOT
ENERGY, INC.





NOTES TO
FINANCIAL STATEMENTS





NOTE 1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization
and Basis of Presentation





TOT
Energy, Inc. (the “Company”), formerly Splinex Technology, Inc., was organized
on February 6, 2004 under the laws of the State of Delaware as a wholly-owned
subsidiary of Splinex, LLC, a Florida limited liability company, and was the
surviving entity pursuant to a merger with Ener1 Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of Ener1, Inc., a Florida corporation.
The Company initially intended to develop advanced technologies in the
three-dimensional or 3D computer graphics industry. Under an agreement effective
April 1, 2004 (the “Contribution Agreement”), Splinex, LLC contributed
substantially all of its assets, liabilities and operations to the Company. The
Company began its development stage activity on October 28, 2003
(“Inception”), the date of formation of Splinex, LLC, and ended development
stage activity on July 16, 2008 when the Company acquired a 75% interest in the
TOT-SIBBNS joint venture and began operations in the oil and gas service
industry.





Basis of
Consolidation





The
interim financial statements include the accounts of TOT Energy, Inc., the
accounts of the Company’s 75% joint venture, TOT- SIBBNS, a limited liability
company formed under the laws of Russia (also known as the Russian Federation)
and the accounts of our 51% joint venture, Korlea-TOT, a limited liability
company formed under the laws of the Czech Republic. All material intercompany
accounts and transactions have been eliminated in this
consolidation.





Business
Activity





The
Company is working to build a diversified portfolio of energy assets. To this
end, from time to time, the Company may be engaged in various discussions to
acquire businesses or formulate joint venture or other arrangements with energy
companies located around the world. Where appropriate, acquisitions will be
financed with equity shares and this may result in substantial dilution to
existing stockholders. Prior to 2008, the Company developed computer software
products.





TOT-SIBBNS
provides exploration services to oil exploration and production companies
located in and around Novosibirsk, Russia. TOT-SIBBNS owns and operates four
oil-drilling rigs that generate the majority of the revenues of TOT-SIBBNS.
TOT-SIBBNS uses this equipment for drilling exploratory wells for fees. In
addition, TOT-SIBBNS provides engineering services and well remediation services
on a contract fee basis.





KORLEA-TOT
is the Company’s 51%-owned joint venture with Korlea Invest Holding AG of
Switzerland (“Korlea”) who is a provider and trader of electricity in the Czech
Republic. Korlea-TOT was expected to assist in the marketing of oil assets
sourced by other TOT-Energy companies and contacts.  There has been no
activity to date with this joint venture..


20


Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities as of the
balance sheet date and the reported amounts of expenses for the period
presented. Actual results could differ from those estimates.





Cash and
Cash Equivalents





Cash and
cash equivalents include highly liquid money market investments purchased with
an original maturity of three months or less. At March 31, 2008 and March 31,
2009, the Company had no cash equivalents. The Company maintains its U.S.
Dollar-denominated cash in a bank deposit account, the balance of which, at
times, may exceed federally insured limits. Bank accounts in the United States
are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to
$250,000.  At March 31, 2009, and March 31, 2008, the United States
bank balances did not exceed the FDIC limit.  The Company also
maintains bank balances in Russia and the Czech Republic and at March 31, 2009,
the balance was $76,656.  At March 31, 2008, there were no overseas
bank balances.  The non-United States bank balances are not insured
and there is risk of loss in the event such banks should fail.





Fixed
Assets





The
Company depreciates its building over a term of 20 years.  Machinery
and Equipment are depreciated over lives ranging from 3 years to 10 years
depending on the equipment.  The Company uses lives of three years for
office equipment, five years for most pieces of drilling equipment and ten years
for our four drills.  All of the Company assets are depreciated on a
straight-line basis for financial statement purposes.





Foreign
Currency Transactions





The
Company’s primary operations are conducted outside the United States and we use
foreign currencies to operate our consolidated foreign subsidiaries. Quarterly
income and expense items are translated into U.S. dollars using the average
interbank rate for the three-month period. Assets and liabilities are translated
into U.S. dollars using the interbank rate as of the balance sheet date. Equity
items are translated at their historical rate. The Company does not engage in
any currency hedging activities.




Revenue
Recognition





The
Company recognizes revenues from its contract on the completed contract method
due to uncertainty in counterparty performance and collections under its
terms.  Under the completed contract method, revenues and costs are
included in operations when the contract is completed.  Any losses
expected to be incurred are charged to operations in the period that such losses
are probable.





Net Loss
Per Share





Basic net
loss per common share is computed by dividing net loss applicable to common
stockholders by the weighted-average number of common shares outstanding during
the period. Diluted net loss per common share is determined using the
weighted-average number of common shares outstanding during the period, adjusted
for the dilutive effect of common stock equivalents, consisting of shares
issuable upon exercise of common stock options or warrants. In periods when
losses are reported, the weighted-average number of common shares outstanding
excludes common stock equivalents because their inclusion would be
anti-dilutive.





At March
31, 2009, the Company had outstanding vested stock options to purchase 412,963
shares of common stock and warrants to purchase 41,363,168 shares of common
stock.  For the twelve months ended March 31, 2009, these securities
are excluded from the earnings per share calculation because their inclusion
would be anti-dilutive.


21


At March
31, 2008, the Company had 100,000 options exercisable.  The Company
recorded a $8,000 compensation expense for these options in fiscal
2008.  During fiscal 2009, the Company issued 1,100,000 options of
which 312,963 were exercisable at March 31, 2009.  The Company also
issued 82,725,335 shares of common stock and warrants to purchase 41,362,168
shares of common stock in exchange for $1,654,507 pursuant to the terms of its
subscription agreement with TGR Energy, LLC (see Notes 6, 7 and 8).





Fair
Value of Financial Instruments





The
Company’s financial instruments consist mainly of cash deposits, short-term
payables and borrowings under related party payables. The Company believes that
the carrying amounts of third-party financial instruments approximate fair
value, due to their short-term maturities and the related party payables are
interest bearing and payable on demand.





Impairment
of Long-Lived Assets





The
Company reviews its long-lived assets for impairment whenever events or changes
indicate that the carrying amount of an asset or group of assets may not be
recoverable. No impairment losses were recorded during fiscal 2008 and fiscal
2009.





NOTE 2.
GOING CONCERN CONSIDERATIONS




The
Company’s financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business. The Company had been in the
development stage until the second quarter of 2008 and has had minimal revenues
since Inception. Management recognizes that the Company must raise capital
sufficient to fund business activities until such time as it can generate
sufficient revenues and net cash flows in amounts necessary to enable it to
continue in existence. These factors include our history of net losses and that
minimal revenues have been earned to date. The Company is dependent upon TGR
Energy, LLC or Mike Zoi to fund its operations. The Company’s independent
auditors’ report on its financial statements for the year ended March 31,
2009 contains an explanatory paragraph about our ability to continue as a going
concern. Management believes that its current operating strategy, as described
herein, provides the opportunity for the Company to continue as a going concern;
however, there is no assurance this will occur.





NOTE 3.
SEGMENT INFORMATION





The
Company’s sole reportable business segment is the oil and gas services sector.
The Company’s accounting policies for segments are the same as those described
in the summary of significant accounting policies.





NOTE 4.
CONTRACT ACCOUNTING





The
Company accounts for its long-term contracts using the completed contract method
of revenue recognition due to increasing uncertainties relating to its sole
customer’s ability to continue to finance the existing contract to
completion.  The completed contract method recognizes income only when
the contract is substantially complete.  Project costs and related
revenues are accumulated and are reflected in operations only when an estimated
loss is probable.  The contract will be deemed complete when our
customer agrees that each milestone contained in the contract has been
met.





Billed
contract receivables consist of amounts due under our sole contract for fiscal
2009, which has been stopped due to lack of financing by our
customer.   We have fully reserved for uncollected billings and
for costs in excess of billings in the amount of $270,582.  There are
no revenues or costs charged to operations for the fiscal year ended March 31,
2008 or 2009 under the completed contract method. For more information, see Note
1 –  “Summary of Significant Accounting Policies – Revenue
Recognition” above.


22


NOTE 5.
BUILDING, MACHINERY AND EQUIPMENT





Building,
machinery and equipment consisted of the following at March 31, 2008 and
2009:





2008
                    
                    
                    2009Building
                    
                    $
                    -
                    
                    
                    $
                    160,649Machinery
      and Equipment
                    
                    
                    4,000
                    
                    
                    
                    3,053,9334,000
                    
                    
                    
                    3,214,582Less
      accumulated depreciation
                    
                    
                    (4,000
                    )
                    
                    
                    (308,452
                    )$
                    -
                    
                    
                    $
                    2,906,130





Depreciation
expense was $0 and $304,452 for 2008 and 2009 respectively.


23


NOTE 6.
ACCRUED EXPENSES





Accrued
expenses represent expenses that are owed at the end of the period and either
have not been billed by the provider or are expenses that are estimated for
services provided. At March 31, 2009 and March 31, 2008, accrued expenses
consisted of the following:





March 31, 2008
                    
                    
                    March 31, 2009Professional
      Fees
                    
                    $
                    30,000
                    
                    
                    $
                    39,968Taxes
      payable
                    
                    
                    —
                    
                    
                    
                    104,535Accrued
      cost of software license
                    
                    
                    2,392
                    
                    
                    
                    —Accrued
      wages
                    
                    
                    —
                    
                    
                    
                    509,090Other
      accrued expenses
                    
                    
                    249
                    
                    
                    
                    200,150$
                    32,641
                    
                    
                    $
                    853,743





NOTE 7.
STOCKHOLDERS’ EQUITY





The
Company is authorized to issue 800,000,000 shares of common stock, par value of
$0.001 per share. Each holder of common stock is entitled to one vote for each
share held. The Company is authorized to issue 100,000,000 shares of preferred
stock, par value $0.001 per share, which may be divided into series with the
designations, powers, preferences, and relative rights and any qualifications,
limitations or restrictions as determined by the Company’s board of
directors.





Under an
Exchange Agreement dated December 18, 2007, the Company agreed to issue
113,500,000 newly issued shares of common stock of the Company to TGR Energy,
LLC, of which 8,500,000 shares were issued to Bzinfin, S.A., a British Virgin
Islands limited corporation that is indirectly owned by an affiliate of the
Ener1 Group, and 2,125,000 shares were issued to Alexander Malovik, a principal
of Splinex, LLC, in exchange for the Bzinfin and Ener1 Group notes totaling
$3,688,132.  TGR Energy, LLC owned 98,157,334 shares of common stock
of the Company as of December 17, 2007, and after the completion of the Exchange
Agreement transactions owned an aggregate of 201,032,334 shares of common stock
of the Company as of December 18, 2007. The Company had a total of 100,757,773
shares of common stock outstanding at December 17, 2007 and 214,507,773 shares
of common stock outstanding at December 18, 2007.





On August
7, 2008, the Board of Directors approved a Subscription Agreement dated August
7, 2008 (the “ Subscription Agreement”) with TGR Energy, LLC (“TGR”), wherein
TGR committed to invest up to $2,000,000 in exchange for up to 100,000,000
shares of the Company's common stock for $0.02 per share. In addition, the
Company granted TGR warrants to purchase up to 50,000,000 shares of common stock
for $0.05 per share. These warrants may be exercised within five years from the
date of grant. The shares and warrants are issuable under the Subscription
Agreement upon the funding from time to time by TGR. The valuation date to
determine the appropriate compensation charge is the last day of the quarter
then ended.





On August
13, 2008, the Board of Directors approved (i) the issuance of fully vested
options to purchase 100,000 shares of common stock to Curtis Wolfe for his
services as a board member of the Company and (ii) the issuance of options to
purchase 1,000,000 shares of common stock to Jonathan New for his services as
Chief Financial Officer. Mr. Wolfe abstained from discussion of his option
grants. Mr. New’s stock options will vest ratably over three years. Both sets of
options have a life of 7 years from the date of grant and a strike price of
$0.25 per share. Utilizing a Black-Scholes valuation model, at September 30,
2008, the Company recorded compensation expense of $0.10 per share or $10,000
for options granted to Mr. Wolfe and $4,444 for vested options of Mr.
New.  For the quarter and year ended March 31, 2009, the Company
recorded compensation expense of $0.10 per share or $8,333 and $21,296,
respectively, for vested options of Mr. New.


24


On August
25, 2008, in consideration for activities that resulted in the successful joint
venture with Korlea-TOT, the Company issued 350,000 shares of restricted
TOT-Energy, Inc. common stock to Kaplan Capital, LLC. The stock provided for
services was valued based on the market price per share on date of issuance
($0.13 per share) and the Company recorded compensation expense of
$45,500.





On
November 1, 2008, the Company entered into a Letter Agreement with Olympus
Securities LLC (the “Agreement”). Under the Agreement, Olympus was appointed TOT
Energy’s exclusive financial advisor and investment banker (collectively, the
“Services”) for a period of seven (7) months. After expiration of this
initial term, the Agreement is to automatically continue on a month-to-month
basis, with each party having the right to terminate on thirty (30) days notice.
The Agreement included a fee of one thousand dollars ($1,000) per month in
return for the Services, except for the first month, where, instead of the
monthly fee, the Company granted five (5) year warrants to Olympus to purchase
one million (1,000,000) shares of the Company's common stock at
ten cents ($.10) per share. The warrants were valued at $149,999 and were to be
amortized over the seven-month term of the Agreement. The Agreement
contains other provisions relating to payments of cash, stock and warrants in
connection with any future financing or investment transaction completed through
Olympus. The Company has not yet paid a cash fee or provided the abovementioned
warrants to Olympus due to the failure by Olympus to provide meaningful
investment banking services until world financial markets
stabilized.  Olympus has commenced providing strategic advice and
other services to the Company and we are currently negotiating an amendment to
the Agreement that will clarify payment and other terms, including issuance of
securities, under the Agreement. The Company has amortized four months of the
warrant charge and accrued this amount in the current period to reflect services
provided.





For the
quarter ended March 31, 2009, TGR was issued 10,697,250 shares of common stock
of the Company and fully vested warrants to purchase 5,348,625 shares of common
stock of the Company for $0.05 per share in exchange for funding of $213,945
provided during the quarter under the terms of the Subscription Agreement. A
compensation charge of $1,390,643 was recorded for the quarter ending March 31,
2009 as an officer of the Company is also a principal of TGR and the securities
issued were below market value.





For the
fiscal year ended March 31, 2009, TGR was issued an aggregate of 82,725,335
shares of common stock of the Company and fully vested warrants to purchase
41,362,168 shares of common stock of the Company at an exercise price of $0.05
per share pursuant to the terms of the Subscription Agreement.  These
issuances were in exchange for financings under the Subscription Agreement in
the aggregate amount of $1,654,507 of which $1,017,097 was cash and $637,410
related to refinancing of previously outstanding notes payable.  A
compensation charge of $8,827,218 was recorded for the fiscal year ended March
31, 2009. This amount is calculated as the difference between the market price
of our common stock at the end of each quarter in which shares were issued and
the subscription price of the common shares ($0.02) multiplied by the number of
shares issued, plus the Black-Scholes valuation of the warrants issued as
calculated at the end of each quarter.





At March
31, 2009, the Company had options to purchase 1,200,000 shares of common stock
outstanding under its stock option plan, of which options to purchase 412,963
shares of common stock are vested, with an exercise price of $0.25 per share and
with a remaining weighted average contractual term of 5.69 years. The Company
also had warrants to purchase 41,362,168 shares of common stock outstanding at
March 31, 2009 with a strike price of $0.05 per share and a remaining
contractual term of 4.74 years pursuant to the Subscription
Agreement.


25


NOTE 8.
STOCK OPTIONS AND STOCK GRANTS





For
fiscal 2008, options to purchase 100,000 shares of common stock were granted
under the Company’s stock option plan to a director as compensation as a member
of the board of directors.





For
fiscal 2009, options to purchase 1,100,000 shares of common stock were granted
under the Company’s stock option plan.  Options to purchase 100,000
shares were granted to a director as compensation as a member of the board of
directors and options to purchase 1,000,000 shares were granted to the Chief
Financial Officer as part of his incentive compensation.  The options
to purchase 1,000,000 shares vest monthly over three years and compensation
charges for these shares are amortized over the three year
period.  The following table details the charges to income and
assumptions used to derive these charges:





ITEM
                    
                    2008
                    
                    
                    2009Charge
      to income (compensation expense)
                    
                    $
                    8,000
                    
                    
                    $
                    31,296Volatility
                    
                    
                    250
                    %
                    
                    
                    323
                    %Stock
      price
                    
                    $
                    0.08
                    
                    
                    $
                    0.12Strike
      Price
                    
                    $
                    0.25
                    
                    
                    $
                    0.25Option
      life
                    
                    5
      years
                    
                    
                    7
      yearsRisk
      free rate
                    
                    
                    5.0
                    %
                    
                    
                    3.5
                    %Vesting
                    
                    100%
      at grant
                    
                    
                    Options
      to purchase
                      100,000
      shares are
                      vested
      100% at grant
                      date. Options
      to
                      purchase
      1,000,000
                      shares
      vest monthly
                      over
      3 years





NOTE 9.
INCOME TAXES





Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts of assets and liabilities used for income tax
purposes.  At March 31, 2008 and 2009, the Company had cumulative
federal net operating loss carry forwards (NOL) of approximately $5.5 million
and $5.5 million, respectively.  Of these amounts, $0 and
approximately $640,000 relates to our Russian subsidiary, TOT-SIBBNS for fiscal
2008 and 2009 respectively.  The Company estimates that 24% is the
proper tax rate for the Russian foreign loss and we estimate this loss will
expire in 10 years (2019).  The Company has determined that the net
operating loss may not be realized and a valuation allowance has been recorded
for the full amount of the tax loss carryforward.





The
Company is deliquent in filing its federal tax returns for several years.
However, since the Company did not record profits, it owes no tax, but may be
subject to certain fines and penalties. The NOL expire beginning in December
2025. Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use
of any of the Company's net operation loss and credit carry forwards will be
limited.





The net
provision (benefit) for income taxes consisted of the following at March 31,
2008 and 2009:





2008
                    
                    
                    2009Current
      Federal income taxes
                    
                    $
                    -
                    
                    
                    $
                    -Deferred
      income tax benefitDomestic
                    
                    
                    (215,000
                    )
                    
                    
                    (494,976
                    )Foreign
                    
                    
                    -
                    
                    
                    
                    (153,632
                    )Valuation
      allowance
                    
                    
                    215,000
                    
                    
                    
                    648,608Total
      income tax provision
                    
                    $
                    -
                    
                    
                    $
                    -


26


Significant
components of the Company's deferred tax assets at March 31, 2008 and 2009 are
as follows:





2008
                    
                    
                    2009Net
      operating loss carryforwards
                    
                    $
                    1,930,000
                    
                    
                    $
                    2,758,608Accrued
      compensation and other
                    
                    
                    180,000
                    
                    
                    
                    509,0902,110,000
                    
                    
                    
                    3,267,698Valuation
      allowance for deferred tax assets
                    
                    
                    (2,110,000
                    )
                    
                    
                    (3,267,698
                    )Net
      deferred tax asset
                    
                    $
                    -
                    
                    
                    $
                    -





Reconciliation
between actual income taxes and amounts at March 31, 2008 and 2009 computed by
applying the federal statutory rate of 34% to pre-tax loss is summarized as
follows:





2008
                    
                    
                    2009U.
      S. Federal statutory rate on loss before income taxes
                    
                    
                    34.0
                    %
                    
                    
                    34.0
                    %Benefit
      of lower foreign tax rates
                    
                    
                    0.0
                    %
                    
                    
                    -3.0
                    %State
      income tax, net of federal tax benefit
                    
                    
                    3.6
                    %
                    
                    
                    3.6
                    %Increase
      in valuation allowance
                    
                    
                    -37.6
                    %
                    
                    
                    -34.6
                    %Total
      income tax provision
                    
                    
                    0.0
                    %
                    
                    
                    0.0
                    %





NOTE 10.
RELATED PARTY TRANSACTIONS





On August
7, 2008, the Company and TGR, which held 94% of the Company’s outstanding common
stock, entered into the Subscription Agreement described above pursuant to which
TGR has agreed to provide funding of up to $2,000,000 (the “Investment Amount”)
in exchange for up to 100,000,000 shares of the Company’s common stock and
warrants to purchase up to 50,000,000 shares of the Company’s common stock at an
exercise price of $0.05 per share. Pursuant to the Subscription Agreement, TGR
will fund the Investment Amount as required in the Company’s operational budget.
TGR’s obligation to fund the Investment Amount will be reduced by any future
third party funding or investments in the Company on terms no less favorable
than those contained in the Subscription Agreement.





For the
quarter ended March 31, 2009, TGR was issued 10,697,250 shares of common stock
of the Company and fully vested warrants to purchase 5,348,625 shares of common
stock of the Company for $0.05 per share in exchange for funding of $213,945
provided during the quarter under the terms of the Subscription Agreement. A
compensation charge of $1,390,643 was recorded for the quarter ending March 31,
2009 as an officer of the Company is also a principal of TGR and the securities
issued were below market value.





For the
fiscal year ended March 31, 2009, TGR was issued an aggregate of 82,725,335
shares of common stock of the Company and fully vested warrants to purchase
41,362,168 shares of common stock of the Company at an exercise price of $0.05
per share pursuant to the terms of the Subscription Agreement.  These
issuances were in exchange for financings under the Subscription Agreement in
the aggregate amount of $1,654,507 of which $1,017,097 was cash and $637,410
related to refinancing of previously outstanding notes payable.  A
compensation charge of $8,827,218 was recorded for the fiscal year ended March
31, 2009. This amount is calculated as the difference between the market price
of our common stock at the end of each quarter in which shares were issued and
the subscription price of the common shares ($0.02) multiplied by the number of
shares issued, plus the Black-Scholes valuation of the warrants issued as
calculated at the end of each quarter.





NOTE 11.
DEBT DUE TO RELATED PARTIES





During
the quarter ended December 31, 2008, using the proceeds from the Subscription
Agreement described above, the Company repaid $637,410 in related party
loans.  As of March 31, 2009, the Company had no outstanding related
party obligations.


27


NOTE 12.
TGR RESTRUCTURING





In
December 2007, a related party structured a transaction that provided funds to
the Company to settle its existing debts at a discount to the face amount of the
obligations, restructured certain notes payable which was exchanged for newly
issued common shares of the Company, and gave TGR substantial majority of the
outstanding common shares (see Note 7 for more information).





NOTE 13.
SUBSEQUENT EVENTS





Up until
May 15, 2009, Mr. New’s base salary was $140,000 with a $30,000 bonus payable
quarterly for meeting agreed upon objectives.  On May 15, 2009, Mr.
New’s base salary was reduced from $140,000 to 91,000 and his bonus was reduced
from $30,000 to $19,500 annually.





To
partially offset the reduction in salary, the Company provided Mr. New with
25,000 shares of fully vested common stock in lieu of his March 31, 2009 cash
bonus and 200,000 shares of common stock which vest monthly from April 1, 2009
to September 30, 2009.  A compensation charge of $11,000 will be
recorded in the first quarter of fiscal 2010 (June 30, 2009) and a compensation
charge of $11,000 will be recorded in the second quarter of 2010 (September 30,
2009) which reflects the market value per share ($0.11) on the first trading day
after the date of grant.





Other
employees (other than officers and directors) receiving salary reductions were
granted a total of 50,000 shares of common stock vesting monthly between April
1, 2009 and September 30, 2009.  The Company expects to record
compensation expense of $2,582 in the first quarter of fiscal 2010 and $1,375 in
the second quarter of 2010 to reflect the market value of stock provided in lieu
of cash compensation.  Both of these charges were calculated using the
price per share of common stock ($0.11) on the first trade after the date of
grant.





On April
2, 2009, TOT-SIBBNS determined there would be no further oil drilling operations
under its existing contract for the current drilling season. TOT-SIBBNS has
furloughed most employees (114 field and professional positions) until further
notice. It is uncertain when or if drilling services under the existing contract
will recommence. The contract for drilling services was temporarily suspended in
January 2009 due to the inability of the customer to obtain necessary
funding.  TOT-SIBBNS’ equipment remains on-site and is expected to
remain on-site through the summer.





TOT-SIBBNS
has incurred costs during the fourth quarter ended March 31, 2009 to secure its
equipment on the job site and prepare for recommencement of drilling operations
in the event the customer obtains the necessary financing to maintain the oil
field license required to conduct operations.





The oil
production business in Russia is seasonal and cyclical and is currently
experiencing a down cycle in large part due to the recently lower prices
relating to the sales price for a barrel of crude oil. While we are hopeful that
drilling service demand will increase when the price of oil increases and/or the
Russian government adjusts drilling license regulations and fee structures, we
can provide no assurance that this will be the case. We may not know whether our
drilling operations will be able to recommence with our existing customer or
other customers until the end of 2009.





The
Company entered into a Sponsorship Agreement with American Speed Factory dated
April 22, 2009, whereby the Company would receive certain promotional services
and sponsorship rights to display the Company’s logo in connection with the 2009
Ferrari Challenge racing season in exchange for the issuance of 500,000 shares
of restricted stock of the Company.  This arrangement is valued at
$55,000, which will be recorded as an advertising expense in the first quarter
financial results.


28





Item
9.   Changes and Disagreements With Accountants on Accounting and
Financial Disclosure





None.





Item
9A(T).    Controls and Procedures





Our
disclosure controls and procedures are designed to provide reasonable assurance
that information required to be disclosed in our reports filed or submitted
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms, and
that such information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as
appropriate, to allow for timely decisions regarding required disclosure . In
designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.





As of
March 31, 2009, we continue to develop our core activities and focus our
resources on the acquisition of assets in the energy sector. Our disclosure
controls and procedures are currently inadequate because there are a limited
number of personnel employed and we cannot have an adequate segregation of
duties. Management works to mitigate this risk by being personally involved in
all substantive transactions. We are in the process of reviewing and, where
necessary, modifying controls and procedures throughout the Company. We expect
this process to continue through the remainder of 2009 and 2010.




During
the quarter ended March 31, 2009, there were no changes in internal controls
over financial reporting that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.





Item
9B.    Other Information





None.





PART
III





Item
10.    Directors, Executive Officers and Corporate
Governance





The
names, ages and offices held of all of the Company’s directors and executive
officers are set forth in the table below:





Name
                
                Age
                
                Position
                
                Year
                  AppointedMike
      Zoi
                
                42
                
                CEO,
      Director
                
                2004Curtis
      Wolfe
                
                45
                
                Secretary,
      Director
                
                2007Stuart
      Murdoch
                
                42
                
                Director
                
                2008Jonathan
      New
                
                49
                
                Chief
      Financial Officer
                
                2008




Each of
our directors will hold office until our next annual meeting of stockholders at
which directors are elected or until his successor is duly elected and
qualified.




Mr. Zoi
also serves as a Director of Ener1 Group, a privately held investment firm which
he co-founded.  Mr. Zoi is responsible for strategy and directly
manages all senior executives.   Mr. Zoi also directs all mergers
and acquisition activities of the Company. His expertise includes strategic
development, branding, corporate alliances, corporate websites and investor
relations.    Earlier in his career, Mr. Zoi worked in
international finance and business development.




29




Mr. Wolfe
served as Chief Operating Officer, Executive Vice President and General Counsel
of Ener1 Group, Inc., the largest shareholder of alternative energy company
Ener1, Inc.  Mr. Wolfe has been a director of TOT Energy, Inc. since
2004 except for a three-month period beginning August 31, 2007 and ending
December 18, 2007.  Prior to his involvement with Ener1 Group, he was
a partner in an international law firm based in Miami where he focused on
mergers and acquisitions, start-up company financing, franchising and
intellectual property. His experience also includes equity and debt offerings
and compliance with reporting requirements for publicly traded companies. Mr.
Wolfe served 11 years in the United States Air Force. Mr. Wolfe has a BIS in
English, Mathematics and Latin American Studies from Weber State University and
a JD from the University of Iowa College of Law, where he graduated with
distinction.




On February
8, 2008, the Board of Directors named Stuart Spence Murdoch to the Board of
Directors effective February 15, 2008. Mr. Murdoch is a British citizen and
resident who is presently a Partner and CEO of Ceema Capital LLP,
a London based FSA regulated Investment Advisory Firm. Prior
to setting up Ceema Capital LLP, Mr. Murdoch was director of local
market foreign exchange and interest rate trading at ABM Amro. In addition, Mr.
Murdoch has held positions at AIG International, Bank of America
International, Goldman Sachs, Barclays Capital and Chase
Manhattan Bank. Mr. Murdoch is a graduate of Exeter University in
England.




On March
10, 2008, Jonathan New joined TOT Energy as Chief Financial
Officer.  Mr. New served as Chief Operating Officer of Ener1, Inc.
from 2001 to 2003. Subsequent to that, Mr. New provided counsel to public
companies on a variety of corporate accounting, reporting and audit related
issues. Prior to joining Ener1, Mr. New held controller and chief financial
officer positions with companies including Haagen-Dazs, RAI Credit Corporation
and Prudential of Florida. Mr. New obtained a BS in Accounting from Florida
State University and began his career with Accenture. He is a member of the
Florida Institute of Certified Public Accountants and the American Institute of
Certified Public Accountants.




Board
composition




Effective
February 2008, our board of directors consisted of three members. The number of
directors may change from time to time, as determined by resolution adopted by a
majority of the board of directors. Our by-laws require a minimum of one
director and allow a maximum of nine directors.




Currently,
there is no one serving on the board who is a “financial expert” or
“independent” under the Commission’s standards (Rule 10A-3 of the Exchange Act)
as the Company’s limited financial resources are not adequate to attract and
retain qualified candidates.




Committees
of the board of directors




In
December 2004, our board of directors established a Nominating and Compensation
Committee and an Audit Committee.  Currently, there are no
members of these committees, which did not meet during fiscal 2009.




Audit
Committee




Our audit
committee’s main function is to oversee our accounting and financial reporting
processes, internal systems of control, independent auditor relationships and
the audits of our financial statements. This committee’s responsibilities
include:




·
            Selecting
      and hiring our independent
auditors.


·
            Evaluating
      the qualifications, independence and performance of our independent
      auditors.


·
            Approving
      the audit and non-audit services to be performed by our independent
      auditors.


·
            Reviewing
      the design, implementation, adequacy and effectiveness of our internal
      controls and our critical accounting
policies.


·
            Overseeing
      and monitoring the integrity of our financial statements and our
      compliance with legal and regulatory requirements as they relate to
      financial statements or accounting
matters.


·
            Reviewing
      with management and our auditors any earnings announcements and other
      public announcements regarding our results of
  operations.




30




·
            Preparing
      the audit committee report we are required to include in filings with the
      Commission.





Currently,
the entire board of directors is serving as the audit committee.




Section
16(a) Beneficial Ownership Reporting Compliance




Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our
directors, executive officers and holders of more than 10% of our outstanding
common stock to file with the Securities and Exchange Commission reports
regarding their ownership and changes in ownership of the common stock. Based
solely upon a review of copies of forms furnished to our Company, the following
officers and directors and holders of more than 10% of our common stock did not
timely filed the statement of changes in beneficial ownership on Form 4 or the
statement of beneficial ownership on Form 3 pursuant to Section 16(a) during
fiscal 2009 or before as follows:




Mike Zoi:
Initial Statement of Beneficial Ownership of Securities on Form 3 due 12/27/07
filed 3/12/09.




Curtis
Wolfe: Initial Statement of Beneficial Ownership of Securities on Form 3 due
8/23/08 filed 3/12/09.




Stuart
Murdoch: Initial Statement of Beneficial Ownership of Securities on Form 3 due
2/18/08 filed 3/12/09.




Jonathan
New: Initial Statement of Beneficial Ownership of Securities on Form 3 due
8/23/08 filed 3/12/09.




Code
of Ethics




We have a
Code of Ethics that applies to our officers and directors. The code provides
written standards that are reasonably designed to deter wrongdoing and promote:
(1) honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interests between personal and professional relationships;
(2) full, fair, accurate, timely and understandable disclosure in reports and
documents that we file with or submit to the SEC or in other public
communications we make; (3) compliance with applicable laws, rules and
regulations; (4) prompt reporting of internal violations of the code; and (5)
accountability for the adherence to the code. Our Code of Ethics can be found on
our Company website at http://totenergy.com/company.php?n=codeofethics. 
We will provide a copy of our Code of Ethics to any person without charge, upon
written request to the Company.




Item
11. Executive Compensation




The
following table sets forth all compensation awarded, earned or paid by us for
services rendered in all capacities to us for fiscal 2009 to our Chief Executive
Officer and President and our other executive officers who earn more than
$100,000 annually in salary and bonus. We refer to these individuals as the
“named executive officers.”




31




Summary
Compensation Table
  Name
      and Principal Position
                                    
                                    Year
                                    
                                    Salary
      ($)
                                    
                                    
                                    Bonus
      ($)
                                    
                                    
                                    Stock
      Awards
                                      ($)
                                    
                                    
                                    Option
                                      Awards
      ($)
                                    
                                    
                                    All
      Other
                                      Compen-
                                      sation
      ($)
                                    
                                    
                                    Total
      ($)Mike
      Zoi, Chief Executive Officer
                                    
                                    2009
                                    
                                    $
                                    59,391
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    59,3912008
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Jonathan
      New, Chief Financial Officer
                                    
                                    2009
                                    
                                    $
                                    140,000
                                    
                                    
                                    $
                                    20,426
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    21,296
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    181,7222008
                                    
                                    $
                                    8,167
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    8,167Curtis
      Wolfe, Executive Vice President,GeneralCounsel (Resigned 09/30/08)
                                    
                                    2009
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    10,000
                                    
                                    
                                    $
                                    60,500
                                    
                                    
                                    $
                                    70,5002008
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    60,000
                                    
                                    
                                    $
                                    60,000




Mike Zoi
became Chief Executive Officer on December 17, 2008 effective with his purchase
of member interests in Splinex, LLC.  For fiscal 2009, Mr. Zoi was
entitled to receive a salary of $350,000, the majority of which has been
deferred at Mr. Zoi’s election.




Jonathan
New joined us on March 10, 2008.  Up until May 15, 2009, Mr.
New’s base salary was $140,000 with a $30,000 bonus payable quarterly for
meeting agreed upon objectives.  On May 15, 2009, Mr. New’s base
salary was reduced from $140,000 to 91,000 and his bonus was reduced from
$30,000 to $19,500 annually. To partially offset the reduction in salary, the
Company provided Mr. New with 25,000 shares of fully vested common stock in lieu
of his March 31, 2009 cash bonus and 200,000 shares of common stock which vest
monthly from April 1, 2009 to September 30, 2009.  A compensation
charge of $11,000 will be recorded in the first quarter of fiscal 2010 (June 30,
2009) and a compensation charge of $11,000 will be recorded in the second
quarter of 2010 (September 30, 2009) which reflects the market value per share
($0.11) on the first trading day after the date of grant. Mr. New also
participates in the Company’s equity incentive compensation plan.




Curtis
Wolfe serves as Secretary and a Director of the Company.  Mr
Wolfe is also the CEO of WCIS Media, LLC, an online media company unrelated to
TOT Energy.  Mr. Wolfe served as Executive Vice President and General
Counsel of TOT Energy from December 17, 2007 to September 30, 2008. Mr. Wolfe
has received no compensation for 2008 from TOT Energy. However, Mr. Wolfe was
compensated by Ener1 Group, Inc. in 2008 (through August 31, 2007) for services
provided to TOT Energy. Between December 17, 2007 and March 31, 2008, Mr. Wolfe
was paid $60,000 for services provided to TOT Energy by related companies
controlled by Mike Zoi.  For fiscal 2009, Mr. Wolfe received an
aggregate of $60,500 for legal services provided to the Company and this amount
was expensed to legal fees in the combined statement of operations. Mr. Wolfe
also participates in the Company’s equity incentive compensation
plan.




OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END 2009




Name
                    
                    Number
      of
                      Securities
                      Underlying
                      Unexercised
                      Options
      (#)
                      Exercisable
                    
                    
                    Number
      of
                      Securities
                      Underlying
                      Unexercised
                      Options
      (#)
                      Unexercisable
                    
                    
                    Equity
      Incentive
                      Plan
      Awards:
                      Number
      of
                      Securities
                      Underlying
                      Unexercised
                      Unearned
                      Options
      (#)
                    
                    
                    Option
      Exercise
                      Price
      ($)
                    
                    Option
      Expiration
                      DateStuart
      Murdoch
                    
                    
                    100,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    0.25
                    
                    February
      7, 2013Curtis
      Wolfe
                    
                    
                    100,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    0.25
                    
                    July
      8, 2015Jonathan
      New
                    
                    
                    212,963
                    
                    
                    
                    787,037
                    
                    
                    
                    787,037
                    
                    
                    $
                    0.25
                    
                    July
      8, 2015




32





On August
13, 2008, the Board of Directors approved (i) the issuance of fully vested
options to purchase 100,000 shares of common stock to Curtis Wolfe for his
services as a board member and (ii) the issuance of options to purchase
1,000,000 shares of common stock to Jonathan New for his services as Chief
Financial Officer. Mr. New’s stock options will vest ratably over three years.
Both sets of options will have a term of 7 years from date of grant and a strike
price of $0.25 per share.





2009
DIRECTOR COMPENSATION




Director
Compensation Table


Board Member
                    
                    Fees
                      Earned or
                      Paid in
                      Cash ($)
                    
                    
                    Stock
                      Awards ($)
                    
                    
                    Option
                      Awards ($)
                    
                    
                    Non-Equity
                      Incentive Plan
                      Compensation
                      ($)
                    
                    
                    Change in
                      Pension Value
                      and
                      Nonqualified
                      Deferred
                      Compensation
                      Earnings
                    
                    
                    All Other
                      Compen-
                      sation ($)
                    
                    
                    Total ($)Mike
      Zoi
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Stuart Murdoch
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Curtis
      Wolfe
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    10,000
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    60,500
                    
                    
                    $
                    70,500





Mr. Wolfe
has received no compensation for 2008 from TOT Energy. However, Mr. Wolfe was
compensated by Ener1 Group, Inc. in 2008 (through August 31, 2007) for services
provided to TOT Energy. Between December 17, 2007 and March 31, 2008, Mr. Wolfe
was paid $60,000 for services provided to TOT Energy by related companies
controlled by Mike Zoi.  For fiscal 2009, Mr. Wolfe received an
aggregate of $60,500 for legal services provided to the Company.





During
fiscal 2009, Curtis Wolfe received options to purchase up to 100,000 shares of
company stock with a strike price of $0.25.  These options vested
immediately upon grant. The Company has valued these options at $10,000. Mr.
Wolfe’s options were granted on August 13, 2008 and have a life of seven (7)
years from date of grant.





On
February 6, 2008, the Board of Directors approved the issuance of fully vested
options to purchase 100,000 shares of common stock to Stuart Murdoch for his
services as a board member. The options have a term of five years from the date
of grant and a strike price of $0.25 per share.




Employment
Agreements




None.  See
Executive Compensation above.




33




Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.




The table
below contains information as of March 31, 2009 about stockholders whom we
believe are the beneficial owners of more than five percent (5%) of our
outstanding common stock, as well as information regarding stock ownership by
our directors and our Chief Executive Officer, our named executive officers, and
our directors and named executive officers as a group. Except as described
below, we know of no person that beneficially owns more than 5% of our
outstanding common stock. As of March 31, 2009 there were 300,583,108 shares of
common stock outstanding.  We believe, based on information supplied
by the following persons that, except as noted, the persons named in this table
have sole voting and investment power with respect to all shares of common stock
which they beneficially own. The amount and percentage of common stock
beneficially owned are reported on the basis of regulations of the SEC governing
the determination of beneficial ownership of securities. Under the rules of the
SEC, a person is deemed to be a “beneficial owner” of a security if that person
has or shares “voting power,” which includes the power to vote or to direct the
voting of such security, or “investment power,” which includes the power to
dispose of or to direct the disposition of such security. A person is also
deemed to be a beneficial owner of any securities of which that person has a
right to acquire beneficial ownership within 60 days. The address of each
person or entity named in the following table is c/o TOT Energy, Inc., 12100 NE
16 Avenue, Suite 210, North Miami, FL  33161.





Name and Address of Beneficial
      Owner
                          
                          Amount and
                            Nature of
                            Beneficial owner
                            (number of
                            common shares)
                          
                          
                          Percent of ClassMike
      Zoi (1)
                          
                          
                          325,357,006
                          
                          
                          
                          95.1
                          %Stuart
      Murdoch (2)
                          
                          
                          100,000
                          
                          
                          
                          *Curtis
      Wolfe (3)
                          
                          
                          100,000
                          
                          
                          
                          *Jonathan
      New (4)
                          
                          
                          212,963
                          
                          
                          
                          *Directors
      and named exec. Officers as as group
                          
                          
                          325,769,969
                          
                          
                          
                          95.1
                          %




* Less
than one percent (1%)




(1)
            Includes 283,989,084 shares of
      common stock and warrants to purchase 41,362,168 shares of common stock
      that are held by TGR over which Mr. Zoi hasdispositive and voting
      power


(2)
            Reflects shares underlying the
      grant of stock options expiring on February 5, 2013 and a strike price of
      $0.25 per share.


(3)
            Reflects shares underlying the
      grant of stock options expiring on August 12, 2013 and a strike price of
      $0.25 per share.


(4)
            Reflects shares underlying stock
      options that are currently exercisable.  Stock options to
      purchase 1,000,000 shares of common stock were granted on August 13, 2008
      and vest ratably over 36 months from the date of grant.  These
      options expire on August 13, 2013 and have a strike price of $0.25. Does
      not include grant of common stock subsequent to March 31,
      2009.




Equity Compensation Plan InformationNumber of
                              securities to be
                              issued upon
                              exercise of
                              outstanding
                              options, warrants
                              and rights
                            
                            
                            Weighted-
                              average exercise
                              price of
                              outstanding
                              options, warrants
                              and rights
                            
                            
                            Number of
                              securities
                              remaining available
                              for future issuance
                              under equity
                              compensation
                              plans (excluding
                              securities reflected
                              in column (a))Plan category
                            
                            (a)
                            
                            
                            (b)
                            
                            
                            (c)Equity
      compensation plans approved by security holders
                            
                            
                            1,200,000
                            
                            
                            $
                            0.25
                            
                            
                            
                            3,975,000




34




Item
13. Certain Relationships and Related Transactions, and Director
Independence





Certain
Relationships and Related Transactions





On
December 17, 2007, (1) certain holders, who had received shares in the Company
as distributions from Splinex LLC, transferred their ownership of 35,162,334
shares of common stock of the Company to Splinex LLC for nominal consideration,
and (2) Bzinfin, S.A., a British Virgin Islands limited corporation that is
indirectly owned by an affiliate of Ener1 Group, Inc., a Florida company of
which Mike Zoi is a shareholder and director and which is the majority
shareholder of Ener1, Inc., and Ener1 Group assigned debt obligations of the
Company to Splinex LLC in the amount of $2,805,207 and $845,864, respectively.
Under a Purchase Agreement dated December 17, 2007, TGR Capital, LLC (which
changed its name to Enerfund, LLC in September 2008), a Florida limited
liability company (“Enerfund”), which is wholly-owned by Mike Zoi, acquired all
of the membership interests in Splinex LLC, thereby giving Enerfund control of
Splinex LLC.





Under an
Exchange Agreement dated December 18, 2007, the Company agreed to issue
113,500,000 newly issued shares of the Company to Splinex LLC of which 8,500,000
shares were issued to Bzinfin and 2,125,000 were issued to a former affiliate of
Splinex, LLC. Splinex LLC owned 98,157,334 shares of the Company as of December
17, 2007 and an aggregate of 201,032,334 shares after the completion of the
Exchange Agreement on December 18, 2007. The Company had 100,757,769 shares
outstanding at December 17, 2007 and 214,257,769 shares outstanding after the
completion of the Exchange Agreement. In June 2008, Splinex, LLC changed its
name to TGR Energy, LLC (“TGR”).





On August
7, 2008, the Company and TGR, which held 94% of the Company’s outstanding common
stock, entered into the Subscription Agreement described above pursuant to which
TGR has agreed to provide funding of up to $2,000,000 (the “Investment Amount”)
in exchange for up to 100,000,000 shares of the Company’s common stock and
warrants to purchase up to 50,000,000 shares of the Company’s common stock at an
exercise price of $0.05 per share. Pursuant to the Subscription Agreement, TGR
will fund the Investment Amount as required in the Company’s operational budget.
TGR’s obligation to fund the Investment Amount will be reduced by any future
third party funding or investments in the Company on terms no less favorable
than those contained in the Subscription Agreement.





For the
fiscal year ended March 31, 2009, TGR was issued an aggregate of 82,725,335
shares of common stock of the Company and fully vested warrants to purchase
41,362,168 shares of common stock of the Company at an exercise price of $0.05
per share pursuant to the terms of the Subscription Agreement.  These
issuances were in exchange for financings under the Subscription Agreement in
the aggregate amount of $1,654,507 of which $1,017,097 was cash and $637,410
related to refinancing of previously outstanding notes payable to a related
party.  A compensation charge of $8,827,218 was recorded for the
fiscal year ended March 31, 2009. This amount is calculated as the difference
between the market price of our common stock at the end of each quarter in which
shares were issued and the subscription price of the common shares ($0.02)
multiplied by the number of shares issued, plus the Black-Scholes valuation of
the warrants issued as calculated at the end of each quarter.





Director
Independence





Currently,
there is no one serving on the board or any committee thereof who is a
“financial expert” or “independent” under the Commission’s standards (Rule 10A-3
of the Exchange Act) as the Company’s limited financial resources are not
adequate to attract and retain qualified candidates. For more information
regarding the Board and committees thereof, see “Item 10. Directors, Executive
Officers and Corporate Governance” of this Report.




35




Board
meetings and committees; annual meeting attendance




During
fiscal 2009, the board held six meetings by telephonic conference or unanimous
written consent in lieu of a meeting that were attended or signed by all board
members, except that Mr. Zoi did not participate in a meeting held on August 7,
2009 relating to approval of the Subscription Agreement due to a conflict of
interest.




The
Company does not have a formal policy regarding attendance by directors at
annual meetings of security holders. However, if any board members do attend the
annual meeting of security holders, their expenses will be
reimbursed.




Shareholder
communications




The
Company does not have a formal process for shareholders to send communications
directly to the board, which given the Company’s financial situation and limited
resources, the board deems appropriate at this time.




Item
14.  Principal Accounting Fees and Services




Audit
Fees.    The aggregate fees, including expenses, billed by our
current principal accountants in connection with the audit of our annual
financial statements and review of regulatory filings including the financial
statements included in our Annual and Quarterly Reports on Forms 10-Kand 10-Q
was $113,063 for fiscal 2009 and $57,499 for fiscal 2008.




Audit
Related Fees.  The aggregate fees, including expenses, billed by our
current principal accountants for services reasonably related to the performance
of the audit or review of financial statements not reported under “Audit Fees”
above for the years ended March 31, 2009 and 2008 were $0.




Tax
Fees.  The aggregate fees, including expenses, billed by our former
and current principal accountants for services rendered for tax compliance, tax
advice, and tax planning during the fiscal years ended March 31, 2009 and 2008
were $0.




All Other
Fees.  The aggregate fees, including expenses, billed for all other
services rendered to us by our current principal accountants during fiscal 2009
and 2008 were $0.




Audit
Committee Pre-Approval Policy




Our Audit
Committee’s responsibilities (which in our case is the full Board of Directors)
include selecting and hiring our independent auditors and approving the audit
and non-audit services to be performed by our independent auditors. The Audit
Committee’s policy is that all audit and non-audit services provided by our
independent auditor shall be approved before the independent auditor is engaged
for the particular services. These services may include audit services and
permissible audit-related services, tax services and other services. The Audit
Committee may in the future establish pre-approval procedures pursuant to which
our independent auditor may provide certain audit and non-audit services to us
without first obtaining the Audit Committee's approval. All fees paid to the independent
auditors in fiscal 2009were pre-approved by the Audit
Committee(which in our case is the
full Board of Directors), and
therefore no services were approved after the services were rendered.


36




PART
IV





Item
15. Exhibits, Financial Statement Schedules





Exhibit
                    Number
                  
                  Description2.1
                  
                  Agreement
      and Plan of Merger among Ener1 Acquisition Corp., Registrant and Ener1,
      Inc., dated as of June 9, 2004, incorporated herein by reference to
      Exhibit 2.1 to Splinex’s Registration Statement on Form S-1 filed with the
      Commission on June 24, 2004 (Registration No.
  333-116817)2.2
                  
                  First
      Amendment to Agreement and Plan of Merger among Ener1 Acquisition Corp.,
      Registrant and Ener1, Inc., dated as of October 13, 2004,
      incorporated herein by reference to Exhibit 2.2 to Amendment No, 1 to
      Splinex’s Registration Statement on Form S-1 filed with the Commission on
      October 15, 2004 (Registration No. 333-116817)2.3
                  
                  Second
      Amendment to Agreement and Plan of Merger among Ener1 Acquisition Corp.,
      Splinex and Ener1, Inc., dated as of December 23, 2004, incorporated
      herein by reference to Exhibit 2.3 to Amendment No. 3 to Splinex’s
      Registration Statement on Form S-1 filed with the Commission on December
      27, 2004 (Registration No. 333-116817)3.1
                  
                  Certificate
      of Incorporation of Splinex, incorporated herein by reference to Exhibit
      3.1 to Splinex’s Registration Statement on Form S-1 filed with the
      Commission on June 24, 2004 (Registration No.
  333-116817)3.2
                  
                  Certificate
      of Merger of Splinex, incorporated herein by reference to Exhibit 3.2 to
      Amendment No. 3 to Splinex’s Registration Statement on Form S-1 filed with
      the Commission on December 27, 2004 (Registration No.
      333-116817)3.3
                  
                  Bylaws
      of Splinex, incorporated herein by reference to Exhibit 3.3 to Splinex’s
      Registration Statement on Form S-1 filed with the Commission on June 24,
      2004 (Registration No. 333-116817)3.4
                  
                  Certificate
      of Amendment of Articles of Incorporation, incorporated herein by
      reference to Appendix A to Schedule 14C filed with the Commission on
      February 11, 2009.10.1
                  
                  Bridge
      Loan Agreement between Registrant and Ener1 Group, Inc. dated November 2,
      2004 incorporated herein by reference to Exhibit 10.13 to Amendment No. 2
      to Splinex’s Registration Statement on Form S-1 filed with the Commission
      on December 3, 2004 (Registration No. 333-116817)3.4
                  
                  Certificate
      of Amendment of Articles of Incorporation herin filed by reference to
      Appendix A to Schedule 14C filed with the Commission on February 11,
      2009.10.1
                  
                  Bridge
      Loan Agreement between Registrant and Ener1 Group, Inc. dated November 2,
      2004 incorporated herein by reference to Exhibit 10.13 to Amendment No. 2
      to Splinex’s Registration Statement on Form S-1 filed with the Commission
      on December 3, 2004 (Registration No. 333-116817)10.2
                  
                  Amendment
      to Bridge Loan Agreement between Registrant and Ener1 Group, Inc. dated
      November 17, 2004 incorporated herein by reference to Exhibit 10.14 to
      Amendment No. 2 to Splinex’s Registration Statement on Form S-1 filed with
      the Commission on December 3, 2004 (Registration No.
      333-116817)10.3
                  
                  Employment
      Agreement between Christian Schormann and Splinex dated January 12, 2005,
      incorporated herein by reference to Exhibit 10.15 of the Current Report on
      Form 8-K filed with the Commission on January 25,
  2005.




37





10.4
                
                Revolving
      Debt Funding Commitment Agreement between Bzinfin, S.A. and Registrant,
      dated as of June 9, 2004, incorporated herein by reference to Exhibit
      10.1 to Splinex’s Registration Statement on Form S-1 filed with the
      Commission on June 24, 2004 (Registration No.
  333-116817)10.5
                
                2004
      Stock Option Plan of Registrant, incorporated herein by reference to
      Exhibit 10.2 to Splinex’s Registration Statement on Form S-1 filed with
      the Commission on June 24, 2004 (Registration No.
    333-116817)10.6
                
                Form of
      Stock Option Agreement of Registrant, incorporated herein by reference to
      Exhibit 10.3 to Splinex’s Registration Statement on Form S-1 filed with
      the Commission on June 24, 2004 (Registration No.
    333-116817)10.7
                
                Sublease
      Agreement between Ener1 Group, Inc. and Splinex, LLC, dated as of
      November 1, 2003, assigned to Registrant as of April 1, 2004,
      incorporated herein by reference to Exhibit 10.4 to Splinex’s Registration
      Statement on Form S-1 filed with the Commission on June 24, 2004
      (Registration No. 333-116817)10.8
                
                Contribution
      Agreement between Splinex, LLC and Registrant, dated as of April 1,
      2004, incorporated herein by reference to Exhibit 10.5 to Splinex’s
      Registration Statement on Form S-1 filed with the Commission on June 24,
      2004 (Registration No. 333-116817)10.9
                
                Assignment
      and Assumption of Employment Agreements between Splinex, LLC and
      Registrant, dated as of April 1, 2004, incorporated herein by
      reference to Exhibit 10.6 to Splinex’s Registration Statement on Form S-1
      filed with the Commission on June 24, 2004 (Registration No.
      333-116817)10.10
                
                Global
      Bill of Sale and Assignment and Assumption Agreement between Splinex, LLC
      and Registrant, dated as of April 1, 2004, incorporated herein by
      reference to Exhibit 10.7 to Splinex’s Registration Statement on Form S-1
      filed with the Commission on June 24, 2004 (Registration No.
      333-116817)10.11
                
                Employment
      letter between Gerard Herlihy and Registrant, dated May 20, 2004,
      incorporated herein by reference to Exhibit 10.8 to Splinex’s Registration
      Statement on Form S-1 filed with the Commission on June 24, 2004
      (Registration No. 333-116817)10.19
      *
                
                First
      Amendment to Splinex Technology, Inc. 2004 Stock Option
    Plan10.12
                
                Consulting
      Agreement between Dr. Peter Novak and Registrant, dated
      January 1, 2004, incorporated herein by reference to Exhibit 10.9 to
      Splinex’s Registration Statement on Form S-1 filed with the Commission on
      June 24, 2004 (Registration No. 333-116817)10.13
                
                Form
      of Employee Innovations and Proprietary Rights Assignment Agreement,
      incorporated herein by reference to Exhibit 10.10 to Splinex’s
      Registration Statement on Form S-1 filed with the Commission on June 24,
      2004 (Registration No. 333-116817)10.14
                
                Form
      of Indemnification Agreement, incorporated herein by reference to Exhibit
      10.11 to Amendment No. 3 to Splinex’s Registration Statement on Form S-1
      filed with the Commission on December 27, 2004 (Registration No.
      333-116817)




38





10.15
                
                Employment
      Agreement between Michael Stojda and Registrant, dated September 1,
      2004, incorporated herein by reference to Exhibit 10.12 to Amendment No. 1
      to Splinex’s Registration Statement on Form S-1 filed with the Commission
      on October 15, 2004 (Registration No. 333-116817)10.16
                
                Reseller
      Agreement between Waterloo Maple Inc. and TOT Energy, Inc. dated May 27,
      2005., incorporated herein by reference to Exhibit 10.1 to Splinex’s
      Current Report on Form 8-K, filed with the Commission on June 3,
      200510.17
                
                Severance
      Agreement dated November 21, 2005 by and between Splinex and Michael
      Stojda, incorporated by reference to Exhibit 10.1 to Splinex’s Current
      Report on Form 8-K, filed with the Commission on November 21,
      200510.18
                
                Termination
      Agreement dated October 17, 2005 by and between Splinex and Christian
      Schormann, incorporated by reference to Exhibit 10.2 to Splinex’s Current
      Report on Form 8-K, filed with the Commission on November 21,
      200514
                
                Code
      of Ethics incorporated by reference to Exhibit 10.2 to Splinex’s Annual
      Report on Form 10-K for the year ended March 31, 2005, filed with the
      Commission on June 30, 200531.1*
                
                Certification
      of Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2*
                
                Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1*
                
                Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002





* Filed
herewith.




39





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





TOT
      Energy, Inc.June29,
      2009
            by: /S/ Mike ZoiMike
      ZoiPresident
      and Chief Executive OfficerPursuant
      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 capacities and on the dates indicatedJune29,
      2009
            /S/ Mike ZoiMike
      ZoiPresident,
      Chief Executive Officer and Director(Principal
      Executive Officer)June
      29, 2009
            /S/ Jonathan NewJonathan
      NewChief
      Financial Officer(Principal
      Financial Officer and Principal Accounting Officer)June29,
      2009Stuart
      MurdochDirectorJune29,
      2009
            /S/ Curtis WolfeCurtis
      WolfeDirector


40