UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 WASHINGTON,
        D.C. 20549
 FORM
        10-KSB/A
  (Mark
        One)
  x ANNUAL REPORT
        UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For
                  the fiscal year ended March 31,
                  2008
 
 TRANSITION
        REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
 For
                  the transition period from ____________
                  to_________________
 
 Commission
                  file number 000-51108
 
 TOT
        Energy, Inc.
  
 (Name
        of
        small business issuer in its charter)
  **Delaware**
              
              **20-0715816**(State
                  or other jurisdiction of incorporation or organization)
              
              (IRS
                  Employer Identification Number)
 
 201
        South
        Biscayne Blvd
 Suite
        2804
 Miami,
        FL
        33131
 (Address
        of principal executive offices)
 
 (305)
        913-1622
 (Issuer’s
        telephone number)
 
 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)
  1
 Check
        whether the issuer is not required to file reports pursuant to Section 13
        or
        15(d) of the Exchange Act. o
 
 Check
        whether the registrant (1) has filed all reports required to be filed by
        Section
        13 or 15(d) of the Exchange Act 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.
        Yes x No o
 
 Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B (Sec. 229.405 of this chapter) contained herein, and no
        disclosure will 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-KSB or any amendment to this Form 10-KSB. o
 
 Check
        whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
        Act).
 Yes o
        No x
 
 The
        Company’s revenues for fiscal year ended March 31, 2008 were $97.50 excluding
        other income.
 
 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
        sold, or the average bid and asked price of such common equity, as of a
        specified date within the past 60 days. (See definition of affiliate in Rule
        12b-2 of the Exchange Act.)
 
 The
        aggregate market value of the voting common equity held by non-affiliates
        was
        $3,248,506 based upon the last traded price of $0.25 per share on July 17,
        2008.
 
 At
        July
        21, 2008, the number of shares outstanding of the issuer’s common stock was
        214,507,773 shares.
 
 DOCUMENTS
        INCORPORATED BY REFERENCE
 
 None.
 
 
 Transitional
        Small Business Disclosure Format (Check one): Yes o No x
 
  **EXPLANATORY
        NOTE**
  
  On
        June
        19, 2008, TOT Energy, Inc. (the “Company”) filed with the Securities and
        Exchange Commission its Annual Report on Form 10-KSB for the fiscal year
        ended March 31, 2008.
  This
        Amendment to Form 10-KSB of the Company is being filed solely to amend the
        following:
  To
        correct the signature on Exhibit 32.1Certification which
        was
        filed pursuant to the Sarbanes-Oxley Act of 2002.
   The
        amendment set forth above is the only portion of the Company’s Annual Report on
        Form 10-KSB being amended by this Form 10-KSB/A. This Amendment does
        not change any other information set forth in the original filing of the
        Company’s Annual Report on Form 10-KSB for the year ended March 31,
        2008 filed June 19, 2008.
  
 2