UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549


FORM
      10-KSB




(Mark
      One)




x
            ANNUALREPORT 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)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  ̈





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  ̈





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.  ̈





Check
      whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
      Act).


Yes  ̈ 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
      $1,689,223 based upon the last traded price of $0.13 per share on June 13,
      2008.





At
      June
      13, 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  ̈ No x





TOT
      ENERGY, INC.


Form
      10-KSB


For
      the
      Year Ended March 31, 2008


INDEX


Page
                No.PART
                  IItem
                  1.
              Description
                  of Business
              4Item
                  2.
              Description
                  of Property
              5Item
                  3.
              Legal
                  Proceedings
              5Item
                  4.
              Submission
                  of Matters to Vote
              5PART
                  IIItem
                  5.
              Market
                  for Common Equity and Related Stockholder Matters
              6Item
                  6.
              Management’s
                  Discussion and Analysis or Plan of Operations
              7Item
                  7.
              Financial
                  Statements
              10Item
                  8.
              Changes
                  In and Disagreements With Accountants on Accounting and Financial
                  Disclosure
              22Item
                  8A.
              Controls
                  and Procedures
              22Item
                  8B.
              Other
                  Information
              22.
              PART
                  IIIItem
                  9.
              Directors,
                  Executive Officers, Promoters and Control Persons; Compliance With
                  Section
                  16(a) of the Exchange Act
              22Item
                  10.
              Executive
                  Compensation
              24Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters.
              26Item
                  12.
              Certain
                  Relationships and Related Transactions.
              27Item
                  13.
              Exhibits
              29Item
                  14.
              Principal
                  Accountant Fees and Services.
              32Signatures
              33Certifications


3




PART
      I





Item
      1.
      Description of Business




**Overview**




In
      2004,
      we began developing visualization software, and commenced selling the software
      in 2005. 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
      and we stopped paying our remaining executive employee. In August and September
      2007, two of our three members of the board of directors resigned.





In
      December 2007, a related party structured a transaction that provided funds
      to
      us to settle our existing debts at a discount to the face amount of the
      obligations, restructured certain notes payable in exchange for newly issued
      common shares of the company, and gave Splinex, LLC substantial majority of
      the
      outstanding common shares (the “Splinex Restructuring”).




In
      December 2007, Bzinfin, S. A., a company that is affiliated with the Company
      through common ownership, agreed to loan Splinex, LLC $500,000 to fund the
      settlement of certain financial obligations and the costs of audit and filing
      financial reports with the SEC. Under a Purchase Agreement dated December 17,
      2007, TGR Capital, LLC, a Florida limited liability company (“TGR”) controlled
      by a related party, 1) acquired the membership interests in Splinex, LLC,
      thereby giving TGR control over Splinex, LLC, and 2) agreed to repay the Bzinfin
      loan of $500,000. Under an Exchange Agreement dated December 18, 2007, the
      Company issued 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
      Alexander Malovik in exchange for forgiveness of debts other than the $500,000
      discussed above.





Splinex,
      LLC owned 98,157,334 shares of the Company as of December 17, 2007 and now
      owns
      201,263,749 shares after the completion of the Exchange Agreement. The Company
      had 100,757,773 shares outstanding at December 17, 2007 and now has
      214,507,773shares outstanding after the completion of the Exchange Agreement
      and
      at March 31, 2008.





TGR
      Capital, LLC has renamed Splinex Technology, Inc., TOT Energy, Inc (“TOT”). TOT
      Energy is working to build a diversified portfolio of energy assets through
      acquisitions, joint ventures and other business structures. The Company’s
      activities are expected to include 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 in
      renewable energy.





History
      of TOT Energy, Inc f/k/a Splinex





TOT
      Energy was originally formed to create and license software which it developed
      that enables the generation, manipulation, viewing and image-based searching
      of
      complex, multi-dimensional mathematical objects and information. The targeted
      end-users of our software products were mathematicians, scientists, graphic
      designers or digital artists working on complex, graphical three-dimensional
      problems. The software was expected to provide greater productivity through
      improved interaction with, enhanced visual representation and faster
      manipulation of, and greater technical and artistic precision in representing,
      multi-dimensional mathematical objects and information.





Since
      October 28, 2003 (“Inception”) 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. We were
      organized under the laws of the State of Delaware in February 2004 to
      conduct the business and operations of Splinex, LLC (“Predecessor”). Effective
      April 1, 2004, our Predecessor reorganized as a corporation and, as a
      result, contributed its assets, liabilities and operations to us under a
      contribution agreement.





On
      December 17, 2007, TGR Capital, LLC acquired Splinex and renamed the Company
      TOT
      Energy, Inc. The focus of the company was changed from technology to oil and
      gas
      services. To date, we have minimal sales and no sales contracts and are
      considered to be in the development stage as of March 31, 2008. Our corporate
      activities to date included raising capital, strategic and business planning,
      filing required documents with the U. S. Securities and Exchange Commission
      (the
“Commission”), and hiring executive management.


4





**The
      Company**





We
      began
      activity on October 28, 2003. We were organized to conduct the business and
      operations of our Predecessor. Effective April 1, 2004, our Predecessor
      reorganized as a corporation and, as a result, contributed its assets,
      liabilities and operations to us.





On
      January 18, 2005, we merged with a subsidiary of Ener1, Inc., an affiliated
      company controlled by certain direct and indirect beneficial owners of the
      membership interests of our Predecessor (the “Merger”). We survived the Merger
      and issued 5,000,000 shares of our common stock to Ener1, Inc. in the Merger.
      Ener1, Inc. declared a dividend of the 5,000,000 shares that it received to
      its
      shareholders of record as of January 17, 2005 (the “Distribution”). The dividend
      was paid on January 24, 2005. Immediately after the Merger, and prior to the
      Distribution, Splinex, LLC and Ener1, Inc. owned 95% and 5%, respectively,
      of
      our then outstanding common stock. We registered the Distribution by Ener1,
      Inc.
      of our common stock on a registration statement on Form S-1 filed with the
      Commission. As a result of the Merger and the Distribution, we became a public
      reporting company subject to the information and reporting requirements of
      the
      Securities Exchange Act of 1934. The Merger and the Distribution are described
      further in our Registration Statement on Form S-1, filed with the Commission
      on
      December 27, 2004 (Registration No. 333-116817).




On
      December 17, 2007, we were effectively acquired by TGR Capital, LLC with all
      shares held by Splinex, LLC being sold to TGR which is controlled by a related
      party. Our principal executive offices are located at 201 South Biscayne Blvd;
      Suite 2804; Miami, FL 33131. Our telephone number is (305) 913-1622.




**Our
      Business**




TOT
      Energy is working to build a diversified portfolio of energy assets through
      acquisitions, joint ventures and other business structures. The Company’s
      activities are expected to include 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 in
      renewable energy.





**Employees**





At
      March
      31, 2008, the Company employed a Chief Financial Officer and a Chief Executive
      Officer. None of our employees were represented by a collective bargaining
      agreement, (see subsequent events on page 21).




Item
      2.
      Description of Property




We
      currently lease office space on a rolling three month basis from a full service
      office suite company. Our current lease term expires August 31, 2008. We are
      seeking approximately 3,600 square feet of office space in Miami as a permanent
      location.




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 Vote





None.


5


PART
      II





Item
      5.
      Market for Common Equity and Related Stockholder Matters





There
      was
      no established public trading market for our common stock prior to July 2005.
      The approximate number of record holders of our common stock at March 31, 2008
      was 200. 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 market for our stock was
      the
      Pink Sheets LLC. On June 13, 2008, the price of our common stock last traded
      at
      $0.13 per share.





The
      following table sets forth the high and low prices for our common stock for
      the
      period indicated as reported by the OTC Electronic Bulletin Board, eoddata
      or
      the Pink Sheets LLC. No shares were reported traded before July 7, 2005. The
      quotations reflect inter-dealer prices, without retail mark-up, mark-down or
      commission and may not represent actual transactions.




**Fiscal
                  Year**
              
              **Fiscal
                  Quarter Ended**
              
              **High**
              
              **Low**2006
              
              
              September
                  30, 2005
              
              $
              0.51
              
              $
              0.05December
                  31, 2005
              
              $
              0.51
              
              $
              0.25March
                  31, 2006
              
              $
              0.25
              
              $
              0.062007
              
              
              June
                  30, 2006
              
              $
              0.20
              
              $
              0.03September
                  30, 2006
              
              $
              0.05
              
              $
              0.03December
                  31, 2006
              
              $
              0.18
              
              $
              0.08March
                  31, 2007
              
              $
              0.13
              
              $
              0.082008
              
              
              June
                  30, 2007
              
              $
              0.14
              
              $
              0.05September
                  30, 2007
              
              $
              0.13
              
              $
              0.06December
                  31, 2007
              
              $
              0.10
              
              $
              0.08January
                  30, 2008
              
              $
              0.14
              
              $
              0.08April
                  28, 2008
              
              $
              0.10
              
              $
              0.10May
                  30, 2008
              
              $
              0.12
              
              $
              0.08June
                  13, 2008
              
              $
              0.13
              
              $
              0.12





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.




**Plan
      Shares Outstanding**




The
      following table sets forth information with respect to our equity compensation
      plan approved by our security holders and equity compensation plans not approved
      by security holders. The information in this table is as of December 18,
      2007.







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.
            
            
            100,000
            
            $
            0.25
            
            
            4,900,000
                (1
            )




6




**Recent
      Sales of Unregistered Securities**





None.





Item
      6.
      Management’s Discussion and Analysis or Plan of Operations





*This
      Annual Report on Form 10-KSB contains forward -looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended. 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: the possible merger of the Company.  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 filings with 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; our ability to negotiate successfully
      settlement of debt obligation; our ability to find a suitable merger partner;,
      legal and regulatory issues; and, changes in accounting policies or
      practices.*




*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.*


**


*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.*





**Plan
      of Operation**





TOT
      Energy is working to build a diversified portfolio of energy assets through
      acquisitions, joint ventures and other business structures. The Company’s
      activities are expected to include 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 in
      renewable energy and participate in limited trading activities to sell energy
      products we may source.





We
      intend
      to acquire a portfolio of energy related companies. and we are engaged in
      various discussions to achieve this goal. Our communication policy on
      acquisitions is to disclose a transaction when a definitive agreement has been
      executed. Any potential acquisition would be financed primarily with new shares
      of TOT Energy, Inc., and therefore will result in substantial dilution to the
      existing shareholders.





As
      of
      March 31, 2008, we have plans to lease and furnish approximately 3,600 square
      feet of permanent office space in Miami, Florida.


7





**Results
      of Operations for the Year Ended March 31, 2008 Compared to the Year Ended
      March
      31, 2007**





We
      earned
      $215,085 in net income, or $0.00 per share, for the year ended March 31, 2008
      (“fiscal 2008”) compared to a loss of $361,061, or $0.00 per share, for the year
      ended March 31, 2007 (“fiscal 2007”). Our total operating expenses for fiscal
      2008 were $243,111 as compared to operating expenses for fiscal 2007of $371,217.
      Interest expense in fiscal 2008 was $110,464 compared to fiscal 2007 interest
      expense of $158,881.





Our
      operating expenses decreased significantly during fiscal 2008 as we terminated
      product development activities and our remaining workforce. Our work in fiscal
      2008 was to settle all liabilities with the funds on hand and create a clean
      balance sheet that could be sold.





BZINFIN,
      S.A. agreed to loan the Company, through Splinex, LLC, $500,000 in order to
      settle outstanding obligations and prepare the Company for sale. Outstanding
      payable were settled at a discount and the Company recognized $167,244 and
      $568,562 of income from settlements in 2007 and 2008 respectively.





There
      were no research and development expenses for fiscal 2008 or 2007.







**Liquidity
      and capital resources**





At
      March
      31, 2008, we had negative working capital of $5,705,494 and cash of $88,007.
      The
      Company has no further borrowing availability under the existing intercompany
      loan.





We
      expect
      to refinance our existing intercompany debt in the later part of 2008 with
      a
      demand note from a Mike Zoi related company. Our short term cash needs are
      expected to be met by Mike Zoi and/or companies he controls in exchange for
      consideration to be determined. Mr Zoi intends to finance the short term needs
      of the Company but he has no obligation to provide future funding. Future
      business or economic changes could change Mike’s funding plans.





Our
      goal
      is to acquire energy related companies and business through joint ventures
      using, where appropriate, our common stock to fund the acquisitions.





**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. We believe the estimate of deferred taxes is a “critical accounting
      estimate”. Management of the Company has discussed the development and selection
      of this critical accounting estimate with the audit committee of our board
      of
      directors and the audit committee has reviewed the Company’s disclosure relating
      to it in this MD&A.


8





**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, 2008.





**Off-balance
      sheet arrangements**





At
      March
      31, 2008, we did not have any off-balance sheet arrangements, as defined in
      tem
      303(c)(4)(2) of SEC Regulation S-B.





**Recently
      Issued Accounting Pronouncements**





In
      February 2007, the Financial Accounting Standards Board (“FASB”) issued
      SFAS No. 159 “The Fair Value Option for Financial Assets and Financial
      Liabilities, Including an Amendment of FASB Statement No. 115,”
(SFAS No. 159). SFAS No. 159 permits entities to choose to
      measure many financial instruments and certain other items at fair value. The
      objective is to improve financial reporting by providing entities with the
      opportunity to mitigate volatility in reported earnings caused by measuring
      related assets and liabilities differently without having to apply complex
      hedge
      accounting provisions. SFAS No. 159 is expected to expand the use of
      fair value measurement, which is consistent with the FASB’s long-term
      measurement objectives for accounting for financial instruments.
      SFAS No. 159 is effective for fiscal years beginning after
      November 15, 2007 (i.e., fiscal year 2008). We have assessed the effect of
      this pronouncement on our consolidated financial statements, and at this time,
      no material effect is expected.





In
      September 2006, the FASB issued SFAS No. 157, “ *Fair
      Value Measurements”* .
      SFAS
      No. 157 defines fair value, establishes a framework for measuring fair
      value in accordance with generally accepted accounting principles, and expands
      disclosures about fair value measurements. The provisions of SFAS No. 157
      are effective for fiscal years beginning after November 15, 2007.
      Management is currently evaluating the impact of adopting SFAS No. 157 on its
      financial position, cash flows, and results of operations.





In
      December 2007, the FASB issued SFAS No. 141(R), “Business
      Combinations” and SFAS No. 160, “Noncontrolling 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 noncontrolling 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 Statements are effective for years beginning
      on or after December 15, 2008. Management is evaluating if the adoption of
      these new standards would have a material effect on the Company’s financial
      position or operating results.





On
      December 15, 2006 the SEC announced that it is has modified reporting
      requirements for smaller public companies under Section 404 of the
      Sarbanes-Oxley Act (SOX 404) of 2002. The Commission granted relief to smaller
      public companies by extending the date by which non-accelerated filers must
      start providing a report by management assessing the effectiveness of the
      company’s internal control over financial reporting. The compliance date for
      these companies was moved from fiscal years ending on or after July 15,
      2007, to fiscal years ending on or after December 15, 2007. The Commission
      also extended the date by which non-accelerated filers must begin to comply
      with
      the Section 404(b) requirement to provide an auditor’s attestation report on
      internal control over financial reporting in their annual reports. This deadline
      was moved to the first annual report for a fiscal year ending on or after
      December 15, 2008. This provision has been further extended to 2009. The
      extension requires all non-accelerated filers to complete only the management’s
      portion of the internal control requirements in their first year of compliance
      with SOX 404. This modification is intended to provide cost savings and
      efficiency opportunities to smaller public companies and to assist them as
      they
      prepare to comply fully with SOX 404 reporting requirements. The extension
      will
      provide these issuers and their auditors an additional year to consider, and
      adapt to, the changes in Auditing Standard No. 2 that the Commission and
      the Public Company Accounting Oversight Board intend to make, as well as the
      guidance for management the Commission has issued, to improve the efficiency
      of
      the Section 404(b) auditor attestation report process.


9




**Report
      of Independent R** **egistered
      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., f/n/a
      Splinex Technology, Inc., (a development stage company) as of March 31, 2008
      and
      2007, and the related consolidated statements of operations, changes in
      stockholders’ deficiency in assets and cash flows for
      the
      years then ended and for the period from October 28, 2003 (inception), to March
      31, 2008. 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 2007, and the related consolidated statements
      of
      operations, changes in stockholders’ deficiency in assets and cash flows for
      the
      years then ended and for the period from October 28, 2003 (inception), to March
      31, 2008 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
      in the development stage. 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
      19,
      2008


10


**TOT
      ENERGY, INC.**  **f/k/a
      SPLINEX TECHNOLOGY, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      BALANCE SHEETS**





March 31,
                2007
              
              March 31,
                2008**ASSETS**Current
                  assetsCash
              
              $
              251
              
              $
              88,007Prepaid
                  expenses and other
              
              
              5,132
              
              
              20,500Total
                  current assets
              
              
              5,383
              
              
              108,507Property and equipment, net
              
              
              -
              
              
              -Accounting software license
              
              
              -
              
              
              1,197Total
                  assets
              
              $
              5,383
              
              $
              109,704**LIABILITIES
                  AND STOCKHOLDERS' DEFICIENCY IN ASSETS**Current
                  liabilitiesDemand
                  note payable and accrued interest due to related party - Ener1
                  Group
              
              
              776,476
              
              
              -Note
                  payable and accrued interest due to related party -
                  Bzinfin
              
              
              2,805,207
              
              
              -Accounts
                  payable
              
              
              557,120
              
              
              15,193Accrued
                  expenses
              
              
              500,927
              
              
              32,641Due
                  to related parties - Ener1 (2007) and Splinex, LLC (2008)
              
              
              138,262
              
              
              500,000Total
                  liabilities
              
              
              4,777,992
              
              
              547,834**COMMITMENTS
                  AND CONTINGENCIES****STOCKHOLDERS'
                  DEFICIENCY IN ASSETS**Preferred
                  stock ($.001 par value, 100,000,000 sharesauthorized
                  and no shares issued and outstanding)
              
              
              -
              
              
              -Common
                  stock ($.001 par value, 400,000,000 sharesauthorized
                  and 100,757,773 and 214,507,773 sharesissued
                  and outstanding)
              
              
              100,758
              
              
              214,508Treasury
                  stock, at cost; 250,000 shares
              
              
              (62,500
              )
              
              (62,500
              )Paid
                  in capital
              
              
              1,109,712
              
              
              5,115,356Accumulated
                  deficit
              
              
              (5,920,579
              )
              
              (5,705,494
              )Total
                  stockholders' deficiency in assets
              
              
              (4,772,609
              )
              
              (438,130
              )Total
                  liabilities and stockholders' deficiency in assets
              
              $
              5,383
              
              $
              109,704


See
      accompanying notes to consolidated financial statements.


11


**TOT
      ENERGY, INC. f/k/a SPLINEX TECHNOLOGY, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**




CumulativeFrom Inception(October 28,Year
              
              Year
              
              2003)Ended
              
              Ended
              
              ThroughMarch 31, 2007
              
              March 31, 2008
              
              March 31, 2008Net
                  sales
              
              $
              1,793
              
              $
              98
              
              $
              3,911Operating
                  ExpensesSales
                  and marketing
              
              
              -
              
              
              -
              
              
              561,296General
                  and administrative
              
              
              371,217
              
              
              243,111
              
              
              3,800,545Research
                  and development
              
              
              -
              
              
              -
              
              
              1,984,516Total
                  operating expenses
              
              
              371,217
              
              
              243,111
              
              
              6,346,357Cost
                  of merger and registration
              
              
              -
              
              
              -
              
              
              512,321Total
                  expense
              
              
              371,217
              
              
              243,111
              
              
              6,858,678Loss
                  from operations
              
              
              (369,424
              )
              
              (243,013
              )
              
              (6,854,767
              )Other
                  income (expense)Other
                  income from settlements
              
              
              167,244
              
              
              568,562
              
              
              735,806Interest
                  expense, net
              
              
              (158,881
              )
              
              (110,464
              )
              
              (409,380
              )Total
                  other income and expense
              
              
              8,363
              
              
              458,098
              
              
              326,426Loss
                  before income taxes
              
              
              (361,061
              )
              
              215,085
              
              
              (6,528,341
              )Income
                  taxes
              
              
              -
              
              
              -
              
              
              -Net
                  income (loss)
              
              $
              (361,061
              )
              $
              215,085
              
              $
              (6,528,341
              )Net
                  loss per basic and fully diluted share
              
              $
              (0.00
              )
              $
              0.00Weighted
                  average shares outstanding
              
              
              100,757,773
              
              
              104,183,619


See
      accompanying notes to consolidated financial statements.


12


**TOT
      ENERGY, INC.** **f/k/a
      SPLINEX TECHNOLOGY, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS OF CHANGES IN**


**STOCKHOLDERS’
      DEFICIENCY IN ASSETS**




**Total****Additional**
              
              
              
              **Stockholders'****Preferred
                  Stock**
              
              **Common
                  Stock**
              
              **Treasury**
              
              **Paid
                  in**
              
              **Accumulated**
              
              **Deficiency****Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **Stock**
              
              **Capital**
              
              **Deficit**
              
              **in
                  Assets**Common
                  stock issued $0.001 per share effective at inception on October
                  28,
                  2003
              
              
              -
              
              $
              -
              
              
              95,000,000
              
              $
              95,000
              
              $
              -
              
              $
              (94,999
              )
              $
              -
              
              $
              1Additional
                  capital contributed during period
              
              
              
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              849,999
              
              
              -
              
              
              849,999Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (822,847
              )
              
              -
              
              
              (822,847
              )Balance
                  at March 31, 2004
              
              
              -
              
              
              -
              
              
              95,000,000
              
              
              95,000
              
              
              
              
              
              (67,847
              )
              
              -
              
              
              27,153Capital
                  contributions
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              
              
              
              1,150,000
              
              
              -
              
              
              1,150,000Shares
                  issued as executive compensation and other non-cash expenses
              
              
              -
              
              
              -
              
              
              670,273
              
              
              670
              
              
              -
              
              
              23,896
              
              
              -
              
              
              24,566Shares
                  issued in Merger
              
              
              -
              
              
              -
              
              
              5,000,000
              
              
              5,000
              
              
              -
              
              
              (5,000
              )
              
              -
              
              
              -Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (3,296,189
              )
              
              (3,296,189
              )Balance
                  at March 31, 2005
              
              
              -
              
              
              -
              
              
              100,670,273
              
              
              100,670
              
              
              -
              
              
              1,101,049
              
              
              (3,296,189
              )
              
              (2,094,470
              )Acquisition
                  of treasury stock
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (62,500
              )
              
              -
              
              
              -
              
              
              (62,500
              )Stock
                  options exercised
              
              
              -
              
              
              -
              
              
              87,500
              
              
              88
              
              
              -
              
              
              8,663
              
              
              -
              
              
              8,751Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,263,329
              )
              
              (2,263,329
              )Balance
                  at March 31, 2006
              
              
              -
              
              
              -
              
              
              100,757,773
              
              
              100,758
              
              
              (62,500
              )
              
              1,109,712
              
              
              (5,559,518
              )
              
              (4,411,548
              )Acquisition
                  of treasury stock
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Stock
                  options exercised
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (361,061
              )
              
              (361,061
              )Balance
                  at March 31, 2007
              
              
              -
              
              
              -
              
              
              100,757,773
              
              
              100,758
              
              
              (62,500
              )
              
              1,109,712
              
              
              (5,920,579
              )
              
              (4,772,609
              )Stock
                  options vested
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              8,000
              
              
              
              
              
              8,000Shares
                  issued for debt
              
              
              -
              
              
              -
              
              
              113,500,000
              
              
              113,500
              
              
              
              
              
              3,657,297
              
              
              -
              
              
              3,770,797Related
                  party debt settlement
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              320,597
              
              
              -
              
              
              320,597Shares
                  issued to former employee
              
              
              -
              
              
              -
              
              
              250,000
              
              
              250
              
              
              -
              
              
              19,750
              
              
              -
              
              
              20,000Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              215,085
              
              
              215,085Balance
                  at March 31, 2008 ****
              
              
              -
              
              $
              -
              
              
              214,507,773
              
              $
              214,508
              
              
              (62,500
              )
              $
              5,115,356
              
              $
              (5,705,494
              )
              $
              (438,130
              )





See
      accompanying notes to consolidated financial statements.


13


**TOT
      ENERGY, INC.** **f/k/a SPLINEX TECHNOLOGY, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**




CummulativeFrom InceptionYear
              
              Year
              
              (October 28, 2003)Ended
              
              Ended
              
              ThroughMarch 31, 2007
              
              March 31, 2008
              
              March 31, 2008Cash
                  flows from operating activities:Net
                  income / (loss)
              
              $
              (361,061
              )
              $
              215,085
              
              $
              (6,528,341
              )Adjustments
                  to reconcile net loss to net cash used in operating activities:Depreciation
              
              
              7,340
              
              
              -
              
              
              71,817Share
                  based compensation
              
              
              -
              
              
              28,000
              
              
              60,179Non
                  cash interest expense Interest Expense
              
              
              158,004
              
              
              110,464
              
              
              402,715Settlement
                  of accounts payable
              
              
              -
              
              
              (307,651
              )
              
              (307,651
              )Settlement
                  of accrued severance
              
              
              -
              
              
              (260,911
              )
              
              (260,911
              )Changes
                  in operating assets and liabilities:Prepaid
                  expenses
              
              
              53,417
              
              
              (15,367
              )
              
              (20,500
              )Due
                  to related parties
              
              
              -
              
              
              -
              
              
              138,261Software
                  License
              
              
              -
              
              
              (1,197
              )
              
              (1,197
              )Deposits
              
              
              9,881
              
              
              -
              
              
              -Accounts
                  payable
              
              
              (5,884
              )
              
              (60,222
              )
              
              496,901Accrued
                  expenses
              
              
              (182,166
              )
              
              (178,445
              )
              
              268,732Total
                  adjustments
              
              
              40,592
              
              
              (685,329
              )
              
              848,346Net
                  cash used in operating activities
              
              
              (320,469
              )
              
              (470,244
              )
              
              (5,679,995
              )Cash
                  flows from investing activities:Purchase
                  of equipment
              
              
              -
              
              
              -
              
              
              (79,429
              )Employee
                  loans and advances, net
              
              
              831
              
              
              -
              
              
              -Net
                  cash used in investing activities
              
              
              831
              
              
              -
              
              
              (79,429
              )Cash
                  flows from financing activities:Contributed
                  capital from equity investors
              
              
              -
              
              
              -
              
              
              2,000,000Note
                  payable related party
              
              
              310,431
              
              
              558,000
              
              
              3,847,431Net
                  cash provided by financing activities
              
              
              310,431
              
              
              558,000
              
              
              5,847,431Net
                  increase (decrease) in cash
              
              
              (9,207
              )
              
              87,756
              
              
              88,007Cash
                  at beginning of period
              
              
              9,458
              
              
              251
              
              
              -Cash
                  at end of period
              
              $
              251
              
              $
              88,007
              
              $
              88,007Supplemental
                  Disclosure of Cash Flow InformationCash
                  paid during the year for:Interest
              
              $
              -
              
              $
              -Income
                  taxes
              
              $
              -
              
              $
              -Non-cash
                  investing and financing activities:Common
                  stock issued in restructuring
              
              $
              -
              
              $
              -Common
                  stock issued to extingush debt
              
              $
              -
              
              $
              3,771,048





See
      accompanying notes to consolidated financial statements.


14




TOT
      ENERGY, INC. **f/n/a SPLINEX TECHNOLOGY, INC.**


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      1.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization
      and Basis of Presentation





TOT
      Energy, Inc. ( “Company” or “TOT”), f/n/a Splinex Technology, Inc, .was
      organized under the laws of the State of Delaware as a wholly owned subsidiary
      of Splinex, LLC, a Florida limited liability company (the “Predecessor”), to
      conduct the business and operations of the Predecessor. Under an agreement
      effective April 1, 2004 (the “Contribution Agreement”), the Predecessor
      contributed substantially all of its assets, liabilities and operations to
      Technology. The financial statements include the accounts of SplinexTechnology,
      Inc. and the Predecessor (combined, the “Company”), and all material
      intercompany transactions have been eliminated. The Company was a Shell Company
      until January 1, 2008 when TOT began pursuing acquisitions in the oil and gas
      industry.





Reclassifications





Certain
      prior period amounts have been reclassified to conform to the current year
      presentation.





Basis
      of
      Consolidation




The
      consolidated financial statements include the accounts of TOT Energy, Inc.,
      formerly known as Splinex Technology, Inc. and Antao Ltd., a limited liability
      company formed under the laws of Russia. Antao Ltd. was a subsidiary of Splinex
      during fiscal 2007 only.





Business
      Activity





In
      2004,
      the Company began developing visualization software, and commenced selling
      the
      software in 2005. Due to lack of significant sales, the Company substantially
      reduced its workforce and overhead costs beginning in September 2005. From
      September 2005 through July 2007, Ener1 Group, Inc., a related party, began
      loaning the Company money to fund its operations.





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 in exchange for newly issued
      common shares of the Company, and gave Splinex, LLC a substantial majority
      of
      the outstanding common shares (the “Splinex Restructuring”).





On
      December 17, 2007, TGR Capital, LLC acquired the controlling interest in Splinex
      and changed the Company’s business strategy to focus on service companies in the
      oil and gas sector. The Company has minimal sales and no sales contracts and
      is
      considered to be in the development stage as of March 31, 2008. TOT was
      classified as a shell company until January 1, 2008 when a business direction
      was chosen and the Company began to seek acquisitions in the oil and gas service
      industry.





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.


15





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 2007 the
      Company had no cash equivalents. The Company maintains its cash in a bank
      deposit account, the balance of which, at times, may exceed federally insured
      limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation
      (FDIC) up to $100,000. At March 31, 2008 and 2007, the Company had no
      deposits in excess of FDIC insured limits.





Foreign
      Currency Transactions





All
      transactions of the Company are denominated in U.S. dollars. The Company has
      not
      engaged in foreign currency hedging activities.





Stock-Based
      Compensation





Statement
      of Financial Accounting Standards (“SFAS”) No. 123R, “Accounting for
      Stock-Based Compensation,” requires companies to record employee stock option
      compensation at fair value. The Company adopted SFAS 123R during the quarter
      ending March 31, 2005. Stock options for 100,000 shares of stock were granted
      to
      Stuart Murdoch for his efforts as a board of director. At March 31, 2008, the
      Company has 100,000 options outstanding under its plan.





Software
      Development Costs





The
      Company no longer develops software. Prior to December 17, 2007, the Company
      accounted for software development costs in accordance with SFAS No. 86,
“Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise
      Marketed.” Costs incurred to establish the technological feasibility of a
      computer software product are considered research and development costs and
      are
      expensed as incurred. When the technological feasibility of a software product
      has been established using the working model approach, development cost are
      capitalized. Capitalization of these costs ceases when the product is ready
      for
      production. The Company has expensed all software development costs since
      Inception.





Revenue
      Recognition





The
      Company’s revenues, net of sales returns and other allowances, were from the
      licensing of products. The Company recognized revenues in accordance with
      Statement of Position or “SOP” 97-2, “Software Revenue Recognition,” as amended,
      SOP 81-1, “Accounting for Performance of Construction-Type and Certain
      Production-Type Contracts,” and Staff Accounting Bulletin or “SAB” 104, “Revenue
      Recognition.” The Company will recognize revenues when persuasive evidence of an
      arrangement exists, delivery has occurred, the vendor’s fee is fixed or
      determinable, vendor-specific objective evidence exists for all undelivered
      elements of the arrangement and collection is determined to be probable.





Fixed
      assets





The
      Company depreciates computer equipment and software over the useful lives of
      such assets, generally three years. Fixed assets, consisting mainly of computer
      equipment are fully depreciated.





Earnings
      Per Share





Basic
      net
      earnings (loss) per common share are computed by dividing net earnings (loss)
      applicable to common shareholders by the weighted-average number of common
      shares outstanding during the period. Diluted net earnings (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 that would be issued upon exercise of common
      stock options. 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.


16


During
      fiscal 2007, the Company had a loss of $361,061 and consequently no common
      stock
      equivalents were included in the calculation of earnings per share. At March
      31,
      2007, the Company had 550,000 options outstanding that were not included in
      earnings per share. These options expired during fiscal 2008 and the company
      issued an additional 100,000 options to director Murdoch for services. These
      options are not part of earnings per share calculation for fiscal 2008 as they
      are anti-dilutive.





Fair
      Value of Financial Instruments





The
      Company’s financial instruments consist mainly of cash, short-term payables and
      borrowings under the notes payable. The Company believes that the carrying
      amounts approximate fair value, due to their short-term maturities and current
      interest rates.





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. An impairment loss of $20,000 and $0 was recorded during the fiscal
      years ended March 31, 2007 and 2008, related to accounting software licenses
      no
      longer in use.





Other
      Income





Other
      income reflects gains from settlement for less than face value of various
      obligations due to vendors and former employees.





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 is in the
      development stage 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 revenues and net cash flows in
      amounts necessary to enable it to continue in existence. The realization of
      assets and satisfaction of liabilities in the normal course of business is
      dependent upon the Company achieving these goals. Management’s plans are to
      acquire companies in the oil and gas service business. TOT Energy plans to
      use
      stock, where appropriate, to fund a portion of these acquisitions.





NOTE
      3.
      PROPERTY AND EQUIPMENT





Property
      and equipment consisted of the following at March 31, 2007 and
      2008:


**2007**
              
              **2008**Office
                  and computer equipment
              
              $
              4,000
              
              $
              4,000Computer
                  software
              
              
              -
              
              
              -4,000
              
              
              4,000Less
                  accumulated depreciation
              
              
              (4,000
              )
              
              (4,000
              )$
              -
              
              $
              -





Depreciation
      expense was $7,340 and $0 for the fiscal years ending March 31, 2007 and 2008,
      respectively. Computer equipment and software no longer in service were
      considered disposed at March 31, 2007.


17




NOTE
      4.
      ACCRUED EXPENSES





Accrued
      expenses represent expenses that are owed at the end of the period that either
      have not been billed by the provider or paid by the Company. Accrued expenses
      also include severance and other wage-related expenses due to former employees.
      At March 31, 2007 and 2008, accrued expenses consisted of the
      following:


**March 31, 2007**
              
              **March 31, 2008**Accrued
                  severance and termination obligations
              
              $
              467,416
              
              $
              -Audit
              
              
              24,000
              
              
              30,000Accrued
                  vacation and wages
              
              
              9,511
              
              
              -Other
                  accrued expenses
              
              
              -
              
              
              249Accrued
                  Cost of Software License
              
              
              -
              
              
              2,392$
              500,927
              
              $
              32,641




NOTE
      5.
      STOCKHOLDERS’ EQUITY





The
      Company has the authority to issue 400,000,000 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 has the authority 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.





In
      October 2005, a former employee forfeited 250,000 restricted shares of the
      Company's common stock. The Company has recorded the forfeited restricted stock
      as treasury stock at $62,500 based upon the closing price of the common stock
      on
      the date of forfeiture.





NOTE
      6.
      STOCK OPTIONS AND STOCK GRANTS





No
      options were granted during fiscal 2007. For fiscal 2008, 100,000 options were
      granted to a director as compensation as a member of the board of directors.





18


The
      following table summarizes the changes in stock options for the two years ending
      March 31, 2008.


**Options**
              
              **Number
                  of**
                **Options**
              
              **Weighted**
                **Average
                  Price**
              
              **Average**
                **Remaining**
                **Contractual**
                **Term**
              
              **Intrinsic**
                **Value**Outstanding
                  at March 31, 2006
              
              
              800,000
              
              $
              0.10
              
              
              8.8
              
              $
              -Granted
              
              
              -Exercised
              
              
              -Forfeited
                  or expired
              
              
              (250,000
              )
              $
              0.10
              
              
              7.8Outstanding
                  at March 31, 2007
              
              
              550,000
              
              $
              0.10
              
              
              8.8
              
              $
              -Granted
              
              
              100,000
              
              $
              0.25
              
              
              9.8
              
              $
              8,000Forfeited
                  or expired
              
              
              (550,000
              )
              $
              0.10
              
              
              6.8
              
              $
              -Exercisable
                  at March 31, 2008
              
              
              100,000





During
      the quarter ending March 31, 2005, the Company adopted the provisions of SFAS
      No. 123 for accounting for transactions in which an entity exchanges its equity
      instruments for goods or services, including obtaining employee services in
      share-based payment transactions. No options were granted in fiscal 2006 or
      2007. Grant of 100,000 options was made to our outside director in February,
      2008. The following assumptions were utilized to derive an $8,000 charge to
      income for this grant:


Volatility:
              
              
              250
              %Stock
                  Price:
              
              $
              0.08Strike
                  Price:
              
              $
              0.25Option
                  Life:
              
              
              5
                  yearsRisk
                  Free Rate:
              
              
              5
              %


NOTE
      7.
      DEBT DUE TO RELATED PARTY





As
      of
      March 31, 2008, TOT owes Splinex, LLC $500,000 which is classified as a related
      party payable. There is no written agreement between the parties and no interest
      has been charged or recorded.




NOTE
      8.
      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,
      2007 and 2008, the Company had cumulative federal net operating loss carry
      forwards (NOL) of approximately $5.4 million and $5.5 million, respectively.
      The
      Company has never filed Federal tax returns, and may be subject to certain
      fines
      and penalties. The NOL expires 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,
      2007 and 2008:


2007
              
              2008Current
                  Federal income taxes
              
              $
              -
              
              $
              -Deferred
                  income tax benefit
              
              
              (215,000
              )
              
              (215,000
              )Change
                  in valuation allowance
              
              
              215,000
              
              
              215,000Total
                  income tax provision
              
              $
              -
              
              $
              -




19




Significant
      components of the Company's deferred tax assets at March 31, 2007 and 2008
      are
      as follows:


2007
              
              2008Net
                  operating loss carryforwards
              
              $
              1,930,000
              
              $
              1,930,000Accrued
                  compensation and other
              
              
              180,000
              
              
              180,0002,110,000
              
              
              2,110,000Valuation
                  allowance for deferred tax assets
              
              
              (2,110,000
              )
              
              (2,110,000
              )Net
                  deferred tax asset
              
              $
              -
              
              $
              -





Reconciliation
      between actual income taxes and amounts at March 31, 2006 and 2007 computed
      by
      applying the federal statutory rate of 34% to pre-tax loss is summarized as
      follows:


2007
              
              2008U.
                  S. Federal statutory rate on loss before income taxes
              
              
              34.0
              %
              
              34.0
              %State
                  income tax, net of federal tax benefit
              
              
              3.6
              %
              
              3.6
              %Increase
                  in valuation allowance
              
              
              -37.6
              %
              
              -37.6
              %Total
                  income tax provision
              
              
              0.0
              %
              
              0.0
              %





NOTE
      9.
      RELATED PARTY TRANSACTIONS





On
      January 1, 2004 and February 1, 2004, the Company entered into
      consulting agreements with two members of the Predecessor, one of whom is also
      director of the Company. The consulting agreements engage the members to provide
      consulting services including providing advice regarding equity restructuring,
      business planning, strategic planning, and international licensing in exchange
      for $100,000 per year, or a monthly fee to each consultant of $8,333. General
      and administrative expenses for the years ended March 31, 2007 and 2008 include
      consulting fees under these agreements of $150,000 and $0, respectively.
      Accounts payable includes $150,000 and $0 due to the related party consultants
      at March 31, 2007 and March 31, 2008, respectively. These consulting agreements
      were terminated effective December 31, 2006 and amounts owed by the Company
      forgiven.





In
      December 2007, Bzinfin, S.A., a company that is affiliated with the Company
      through common ownership, agreed to loan Splinex, LLC $500,000 to be used to
      fund the settlement of certain financial obligations and the costs of audit
      and
      filing financial reports with the SEC. On or about December 17, 2007, under
      a
      Purchase Agreement, 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 and Ener1 Group assigned debt obligations 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, a Florida limited liability company
      (“TGR”) controlled by a related party, 1) acquired the membership interests in
      Splinex, LLC, thereby giving TGR control over Splinex, LLC, and 2) agreed to
      repay the Bzinfin loan of $500,000. 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 will be issued to Bzinfin
      and
      2,125,000 will be issued to Alexander Malovik in exchange for the Bzinfin and
      Ener1 Group notes. Splinex, LLC owned 98,157,334 shares of the Company as of
      December 17, 2007 and now owns 201,263,749 shares. The Company had 100,757,773
      shares outstanding at December 17, 2007 and now has 214,507,773shares
      outstanding after the completion of the Exchange Agreement.




Until
      December 17, 2007, the Company shared personnel with Ener1, Inc. and Ener1
      Group, Inc., entities affiliated with the Company by common ownership and
      through common control. Accordingly, amounts have been allocated to and from
      the
      Company for the services of personnel and other expenses. The Company incurred
      rent expense for its office space under a sublease with Ener1 Group, Inc. in
      the
      amounts of $11,575 and $0 for the years ended March 31, 2007 and 2008,
      respectively.




20




NOTE
      11.
      COMMITMENTS AND CONTINGENCIES





***Lease
      Commitments***




The
      Company has a three month rolling lease obligation for office space which
      expires in August, 2008. Monthly occupancy expense is approximately
      $8,600.




NOTE
      12.
      SUBSEQUENT EVENTS





We
      will
      enter into employment agreement with Mike Zoi, our CEO and director at an annual
      salary of $350,000 plus normal fringe benefits including health insurance.
      The
      salary will be accrued initially and paid when the cash flow of the company
      allows. This agreement will be effective June 1, 2008.





21


ITEM
      8:
      Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure





None.




ITEM
      8A:
      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, 2007, we
      carried out an evaluation , under
      the supervision and with the participation of our management,
      consisting solely of our president who is also the chief financial
      officer, of the
      effectiveness of the design and operation of our disclosure controls and
      procedures. Based on
      the foregoing, our president and
      chief financial officer concluded that our disclosure controls and procedures were
      effective and were operating at the reasonable assurance level.




During
      fiscal year 2008, the Company hired a full-time CFO, Jonathan New. There were
      no
      other 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
      8B:
      Other Information





***Legal
      Proceedings***





From
      time
      to time, we may be involved in litigation relating to claims arising out of
      our
      intellectual property and operations. We are not currently a party to any such
      proceedings the outcome of which would have a material affect on our company.





***Changes
      in Control of Registrant.***





On
      or
      about December 17, 2007, under a Purchase Agreement, 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 and Ener1 Group assigned debt
      obligations 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, a Florida limited liability company (“TGR”) controlled by Mike Zoi, a
      related party, 1) acquired the membership interests in Splinex, LLC, thereby
      giving TGR control over Splinex, LLC, and 2) agreed to repay the Bzinfin loan
      of
      $500,000. 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
      Alexander Malovik in exchange for the Bzinfin and Ener1 Group notes. Splinex,
      LLC owned 98,157,334 shares of the Company as of December 17, 2007 after the
      transfer and now owns 201,263,749 shares after the Exchange Agreement. The
      Company had 100,757,773 shares outstanding at December 17, 2007 and now has
      214,507,773shares outstanding after the completion of the Exchange Agreement.





PART
      III





Item
      9.
      Directors, Executive Officers, Promoters and Control Persons; Compliance with
      Section 16(a) of the Exchange Act




22




**Directors
      and executive officers**




The
      following table sets forth information regarding our directors and executive
      officers.


Name
              
              Age
              
              Position
              
              Director
                  or
                Officer
                  SinceMike
                  Zoi
              
              41
              
              CEO,
                  Director
              
              2004Curtis
                  Wolfe
              
              44
              
              EVP,
                  General Counsel, Secretary, Director
              
              2007Stuart
                  Murdoch
              
              41
              
              Director
              
              2008Jonathan
                  New
              
              48
              
              Chief
                  Financial Officer
              
              2008




Each
      of
      our directors will hold office until our next 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. Mike is responsible for strategy and directly manages all senior
      executives. Mike also directs all mergers and acquisitions. His expertise
      includes strategic development, branding, corporate alliances, corporate
      websites and investor relations. Earlier in his career, Mike worked in
      international finance and business development.





Mr.
      Wolfe
      served as Chief Operating Officer, Executive Vice President and General Counsel
      of private equity company Ener1 Group, Inc., the largest shareholder of
      alternative energy company Ener1, Inc. Curtis 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 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. Curtis 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 a 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.
      Mr.
      Murdoch will receive options to purchase 100,000 shares of the
      Company ’s
      common
      stock, pursuant to the 2004 Stock Option Plan with an exercise price of $0.25
      per share.




On
      March
      10, 2008, Jonathan New joined TOT Energy as Chief Financial Officer. Jonathan
      served as Chief Operating Officer of Ener1 Group, 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 Controllership 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, solely as determined by resolution
      adopted by a majority of the board of directors. Our bylaws require a minimum
      of
      one director and allow a maximum of nine directors.




23




Currently,
      there is no one serving on the board who is a “financial expert” under the
      Commission’s standards and is “independent” as defined under Rule 4200(a)(15) of
      the National Association of Securities Dealers’ (“NASD”) Listing Standards for
      NASDAQ-listed companies.




**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.




***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.


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





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




**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.




**Section
      16(a) reporting**




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 or written
      representations from certain reporting persons, each of our officers and
      directors and holders of more than 10% of our common stock 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 2007.
      No
      Forms 3 or 4 were required during fiscal 2007.




Item
      10.
      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 2008 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.”




24


**Summary
        Compensation Table**
 **Name
                    and Principal Position**
                
                **Year**
                
                **Salary ($)**
                
                **Bonus ($)**
                
                **Stock**
                  **Awards ($)**
                
                **Option**
                  **Awards ($)**
                
                **All Other**
                  **Compen-**
                  **sation ($)**
                
                **Total ($)**Mike
                    Zoi, Chief Executive Officer
                
                
                2008
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -2007
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Jonathan
                    New, Chief Financial Officer
                
                
                2008
                
                $
                8,167
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                8,167Curtis
                    Wolfe, Executive Vice President, General Counsel
                
                
                2008
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -2007
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Gerard
                    Herlihy, President and Chief Financial Officer (Resigned
                    2/28/08)
                
                
                2008
                
                $
                25,385
                
                $
                25,000
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                50,3852007
                
                $
                60,000
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                60,000Peter
                        Novak, Chief Executive Officer (Resigned
                        12/17/08)
                
                
                2007
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -




***Mike
      Zoi*** became
      Chief Executive Officer on December 17, 2008 effective with his purchase of
      member interests in Splinex, LLC. Mike has elected not to receive salary, bonus,
      stock awards or other compensation through May 31, 2008, (see subsequent events
      on page 21).




***Jonathan
      New*** joined
      us on March 10, 2008. Jon’s base salary is $140,000 with a $30,000 bonus payable
      quarterly for meeting agreed upon objectives. Jon is also expected to
      participate in an equity incentive compensation plan.




***Curtis
      Wolfe*** serves
      as Executive Vice President and General Counsel of TOT Energy. Curtis has
      received no compensation for 2007 and 2008 from TOT Energy. Curtis’ was
      remunerated by Ener1 Group, Inc. in 2007 and 2008 (through August 31, 2007)
      for
      services provided to TOT Energy. Between December 17, 2007 and March 31, 2008,
      Curtis was paid for services provided to TOT Energy by related companies
      controlled by Mike Zoi.




***Gerald
      Herlihy*** was
      President and Chief Financial Officer until his resignation to work full-time
      for Ener1, Inc on February 28, 2008. Jerry was paid $60,000 from Splinex in
      2007
      while receiving salary from Ener1 as well. Jerry earned $50,385, for his
      services through February 28 th .




25




**OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-END 2008**


**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**
                **Date**Stuart
                  Murdoch
              
              
              100,000
              
              
              100,000
              
              
              -
              
              $
              0.25
              
              
              February
                  6, 2013




**2008
      DIRECTOR COMPENSATION**





During
      fiscal 2008, Stuart Murdoch 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. Based on a Black-Sholes valuation, the options have an intrinsic
      value of $8,000 ($0.08/share) and compensation expense in this amount was
      recorded on the Profit and Loss Statement. Stuart’s options were granted on
      February 8, 2008 and have a life of five (5) years from date of grant. The
      following assumptions were used to derive the compensation expense for the
      options:


Volatility:
              
              
              250
              %Stock
                  Price Today:
              
              $
              0.08Strike
                  Price:
              
              $
              0.25Option
                  Life:
              
              
              5
                  yearsRisk
                  Free Rate:
              
              
              5
              %




**Employment
      Agreements**




None.
      See
      subsequent events regarding intent to enter into employment agreement with
      Mike
      Zoi for annual salary of $350,000 which will be accrued but not paid until
      the
      Company’s cash flow permits.




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




The
      table
      below contains information as of March 31, 2008 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 December 18, 2007 there were 100,757,773 shares
      of common stock outstanding. Under an Exchange Agreement dated December 18,
      2007, the Company issued 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 Alexander Malovik. Splinex, LLC owned 98,157,334 shares of the Company
      as of December 17, 2007 and now owns 201,263,749 shares as a result of the
      Exchange Agreement. The Company had 100,757,773 shares outstanding at December
      17, 2007 and 214,507,773 shares outstanding after the completion of the Exchange
      Agreement. 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., 201 South Biscayne Blvd;
      Suite 2884; Miami, FL 33131.





26


**Name
                  and Address of Beneficial Owner**
              
              **Amount
                  and**
                **Nature
                  of**
                **Beneficial**
                **owner
                  (number**
                **of
                  common**
                **shares)**
              
              **Percent of Class**Mike
                  Zoi (1)
              
              
              201,263,749
              
              
              93.8
              %Stuart
                  Murdoch (2)
              
              
              100,000
              
              
              0.0
              %Curtis
                  Wolfe
              
              
              -
              
              
              0.0
              %Jonathan
                  New
              
              
              -
              
              
              0.0
              %




(1)
            Mike
                Zoi has dispositive and voting power over the shares of our common
                stock
                held by Splinex, LLC.


(2)
            Stuart
                Murdoch was granted 100,000 options for joining board of
                directors.




**Item
      12. Certain Relationships and Related Transactions.**





In
      December 2007, Bzinfin agreed to loan Splinex, LLC $500,000 to lend to the
      Company to be used to fund the settlement of certain financial obligations
      and
      the costs of audit and filing financial reports with the SEC. On or about
      December 17, 2007, under a Purchase Agreement, 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 and Ener1 Group assigned debt
      obligations 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, a Florida limited liability company (“TGR”) controlled by a related party,
      1) acquired the membership interests in Splinex, LLC, thereby giving TGR control
      over Splinex, LLC, and 2) agreed to repay the Bzinfin loan of $500,000. Under
      an
      Exchange Agreement dated December 18, 2007, the Company issued 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 Alexander Malovik. Splinex,
      LLC
      owned 98,157,334 shares of the Company as of December 17, 2007 now owns
      201,263,749 shares after the completion of the Exchange Agreement. The Company
      had 100,757,773 shares outstanding at December 17, 2007 and has
      214,507,773shares outstanding at March 31, 2008.





On
      December 17, 2007, the Company agreed to revised payment terms related to a
      termination agreement with its former chief executive officer. The Company
      has
      terminated consulting agreements with Mike Zoi and Peter Novak, and the
      consultants have agreed to terminate all previous accrued consulting payment
      obligations. As of December 20, 2007, the Company has reached settlement
      agreements with substantially the majority of all remaining
      creditors.




Curtis
      Wolfe is our general counsel and secretary. Curtis received compensation for
      services from a related company and was paid nothing from TOT Energy in 2007
      or
      2008.




**Our
      company and Splinex, LLC**




In
      connection with our formation and in return for the issuance of all of our
      outstanding common stock, Splinex, LLC agreed to contribute to us substantially
      all of its assets and liabilities. This contribution occurred as of
      April 1, 2004. We recorded this transaction at the book value of the assets
      and liabilities at the date of transfer. Splinex, LLC no longer conducts any
      operations but will continue to hold our common stock.




Splinex,
      LLC owns approximately 94% of our outstanding common stock.




TGR
      Capital, LLC, which is owned by Mike Zoi, is the member and manager of Splinex,
      LLC.




27




**Loan
      Agreement**




The
      Company has an intercompany loan payable of $500,000 with Splinex, LLC. There
      is
      no formal written agreement between the companies and there are plans to
      refinance the non-interest bearing, intercompany loan with an interest bearing,
      demand note, during the second half of calendar 2008.





**Ener1
      Inc.**





Mr.
      Herlihy performed services for both Ener1, Inc. and TOT Energy. TOT Energy
      paid
      $60,000 of Mr. Herlihy’s annual salary as President and Chief Financial Officer
      of the Company. During 2008, TOT Energy paid Jerry $25,385 in salary and $25,000
      in bonus.




28


Item
      13.
      Exhibits


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 ofSplinex,
                      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 Mergerof
                      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
                      ofSplinex,
                      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 Incorporation10.1
                  
                  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, 2005.10.4
                  
                  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)
  29
  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)10.12
                  
                  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)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,
                      2005
  30
  10.17
                  
                  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,
                      200510.19
                  
                  Master
                      Loan Agreement and Note dated July 9, 2006 by and between Splinex
                      and
                      Ener1 Group, Inc.14
                  
                  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 and Principal Financial Officer
                      pursuant to
                      Section 302 of the Sarbanes-Oxley Act of 200232.1*
                  
                  Certification
                      of Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350,
                      as adopted
                      pursuant to Section 906 of the Sarbanes-Oxley Act of
                      2002


*
      Filed
      herewith.





31


Item
      14.
      Principal Accountant Fees and Services.




Audit
      Fees.   The aggregate fees, including expenses, billed by our current
      principal accountant 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-KSB and 10-QSB was
      $54,647 for fiscal 2007 and $57,499, for fiscal 2008.




Audit
      Related Fees. The aggregate fees, including expenses, billed by our former
      and
      current principal accountants for services reasonably related to the audit
      for
      the years ended March 31, 2008 and 2007 were $0.




Tax
      Fees.
      The aggregate fees, including expenses, billed by our former and current
      principal accountants for services reasonably related to tax services during
      the
      fiscal years ending March 31, 2008 and 2007 were $0.




All
      Other
      Fees.  The aggregate fees, including expenses, billed for all other
      services rendered to us by our former and current principal accountants during
      fiscal 2008 and 2007 were $0.




**Audit
      Committee Pre-Approval Policy**




Our
      Audit
      Committee’s responsibilities 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 Splinex's 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 2007
      were pre-approved by the Audit Committee, and therefore no services were
      approved after the services were rendered pursuant to the *“de minimus”* exception established by the SEC for the provision of non-audit
      services.




32


SIGNATURES





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


TOT
                  Energy, Inc.May
                  31, 2008
              by:
                  /S/ Mike ZoiMike
                  ZoiPresident
                  and Chief Executive OfficerIn
                  accordance with the Exchange Act, this report has been signed below
                  by the
                  following persons on behalf of the registrant and in the capacities
                  and on
                  the dates indicatedMay
                  31, 2008
              by:
                  /S/ Jonathan NewJonathan
                  NewChief
                  Financial Officer(Principal
                  Financial Officer and Principal Accounting
                  Officer)





33