**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-K**




(Mark
      One)




x
      ANNUAL REPORT UNDER
      SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For
      the
      year ended March 31, 2008


o
      TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
      THE
      PERIOD FROM __________ to __________




**TAMM
      OIL AND GAS CORP**.


(Exact
      name of the Company as specified in its charter)




**Nevada**


(State
      or
      other jurisdiction of incorporation or organization)




**333-137174**
            
            **20-3773508**(Commission File Number)
            
            (I.R.S. Employer Identification No.)





**Suite
      460, 734 7 Ave SW, Calgary, AB, Canada T2P 3P8**


(Address
      of principal executive offices) (Zip Code)




**403-975-9399**


(Registrant's
      telephone number, including zip code)




Securities
      registered pursuant to Section 12(b) of the Exchange Act:


(None)




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


x




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


Yes
o
      No x




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


Yes
o
      No x




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
      (or for such shorter period that the registrant was required to file such
      reports), and (2) has been subject to such filing requirements for the past
      90
      days.


Yes
x
      No o




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained in this form, and will not be contained, to
      the
      best of registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K. To the best of registrants' knowledge, there are no disclosures
      of
      delinquent filers required in response to Item 405 of Regulation
      S-K.


Yes
x
      No o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer or a smaller reporting company.
      See
      the definitions of "large accelerated filer", "accelerated filer" and "small
      reporting company" in Rule 12b-2 of the Exchange Act. (Check one):




Large
      accelerated filer o Accelerated
      filer o Non-accelerated filer o
      Smaller reporting company x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act). Yes o No x




As
      of
      July 10, 2008, the aggregate market value of the voting and nonvoting common
      equity held by non-affiliates of Tamm Oil and Gas Corp. was approximately
      $97,855,779. This estimate is based on the last sale price per share of $2.65
      on
      July 10, 2008 on the OTCBB, and 36,926,709 shares estimated to be held by
      non-affiliates.




Issuer's
      revenues for its most recent fiscal year: $0




The
      number of shares of the registrant’s $0.001 par value common stock outstanding
      as of July 10, 2008 was 118,313,000.

















Table
                of ContentsPage No.PART
                IItem
                1.
            Business
            
            4Item
                1A.
            Risk
                Factors
            
            7Item
                2.
            Properties
            
            10Item
                3.
            Legal
                Proceedings
            
            12Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            12PART
                IIItem
                5.
            Market
                for Registrant's Common Equity, Related Stockholder Matters and Issuer
                Purchases of Equity Securities
            
            12Item
                6.
            Selected
                Consolidated Financial Data
            
            15Item
                7.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operation
            
            15Item
                7A.
            Quantitative
                and Qualitative Disclosures About Market Risk
            
            22Item
                8.
            Financial
                Statements and Supplementary Data
            
            F-1Item
                9.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            
            23Item
                9A.
            Controls
                and Procedures
            
            23Item
                9B.
            Other
                Information
            
            25PART
                IIIItem
                10.
            Directors
                and Executive Officers of the Registrant
            
            25Item
                11.
            Executive
                Compensation
            
            30Item
                12.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            32Item
                13.
            Certain
                Relationships and Related Transactions
            
            35Item
                14.
            Principal
                Accountant Fees and Services
            
            35PART
                IVItem
                15.
            Exhibits,
                Financial Statement Schedules
            
            36Signatures
            
            39




2




**Forward-Looking
      Statements**




This
      Annual Report on Form 10-K, including our “Management’s Discussion of Results of
      Operations” on page 15, contains forward-looking statements that involve risks
      and uncertainties, as well as assumptions that, if they never materialize or
      prove incorrect, could cause the results of Tamm Oil and Gas Corp. to differ
      materially from those expressed or implied by such forward-looking statements.
      The words or phrases “would be,” “will allow,” “intends to,” “will likely
      result,” “are expected to,” “will continue,” “is anticipated,” “estimate,”
“project,” or similar expressions are intended to identify “forward-looking
      statements.” Our operations are subject to significant risks and uncertainties,
      including, but not limited to, certain risk factors, which are described in
      more
      detail under “Risk Factors” beginning on page 7. All statements, other than
      statements of historical fact, are statements that could be deemed
      forward-looking statements, including any revenue projections, gross margin,
      expenses, earnings or losses from operations, synergies or other financial
      items, any statements of management’s plans, strategies and objectives for
      future operations, and any statement concerning developments, plans, or
      performance. Unless otherwise required by applicable law, we do not undertake,
      and we specifically disclaim any obligation to update, any forward-looking
      statements to reflect occurrences, developments, unanticipated events or
      circumstances after the date of such statement.




Tamm
      Oil
      and Gas Corp. is referred to herein as “we”, “our”, or “us”.




3




**PART
      1**




**Item
      1. Business**




***Organizational***




We
      were
      originally formed on October 10, 2005 as Hola Communications, Inc. in the State
      of Nevada. We were formed to provide wireless broadband access in Northern
      Mexico and Southwestern California. In October 2007, we redirected our business
      focus to the oil and gas industry. In November 2007, we created a wholly owned
      Nevada subsidiary, Tamm Oil and Gas Corp., and conducted a reverse merger
      between Hola Communications, Inc. and Tamm Oil and Gas Corp., with Tamm Oil
      and
      Gas Corp. being the surviving entity. We then changed our name to Tamm Oil
      and
      Gas Corp.





***Business
      Overview***





Our
      corporate headquarters are located in Calgary, Canada.





We
      are an
      exploration stage company that has not yet commenced significant operations
      in
      the heavy oil exploration business. Our activities have been limited to
      organizational matters and:




·
            Acquiring
                oil sands leases;


·
            Developing
                our business plan; and


·
            Raising
                capital to conduct our operations.




4




Our
      heavy
      oil exploration activities will be conducted on properties located in Alberta
      Canada. We
      have
      acquired a 100% interest in 21 sections of Oil Sands leases and a 100% interest
      in 14 sections of Petroleum and Natural Gas (P&NG) which are contiguous to
      the Oil Sands leases and are situated in the Peace River Oil Sands
      area of northwestern Alberta.




None
      of
      our properties are currently in the production stage.




For
      the
      years ended March 31, 2007 and 2008, we reported net losses of $69,346 and
      $60,737,189, respectively.




***Description
      of Business***




**Principal
      Product**




We
      intend
      to produce only a single product, heavy oil, which we intend to extract from
      the
      above properties depending upon our exploration test results and activities.
      To
      date, we have not engaged in any production activities.




**Distribution
      Methods.**




Should
      we
      be successful in producing oil, it will be sold to other companies with
      downstream processing capabilities.




**Status
      of Publicly Announced Products or Services.**




We
      have
      not announced any products or services. Since our business is limited to
      conducting exploration activities, we do not anticipate any such development.




**Competitive
      business conditions.**




We
      compete with oil and natural gas companies and other individual producers and
      operators, many of which have longer operating histories and substantially
      greater financial and other resources than we do. Additionally, many of our
      competitors have the following competitive advantages: (a) recruitment of
      qualified personnel; (b) absorbing changes in laws and regulation in the
      jurisdictions in which we do business and ability to handle longer periods
      of reduced prices of gas and oil more easily than we can; and (c) paying more
      for productive oil and natural gas properties and being able to define,
      evaluate, bid for and purchase a greater number of properties and prospects
      than
      we can. Our ability to complete will be contingent upon our ability to acquire
      additional properties in the future, conduct efficient operations, evaluate
      and
      select suitable properties, and implement advanced technologies and consummate
      transactions in a highly competitive environment.




**Sources
      and Availability of Raw Materials.**




We
      do not
      use significant quantities of raw materials in our operations.




5




**Dependence
      on one or a few major customers.**




We
      do not
      anticipate becoming dependent upon one or a few customers since there are
      several companies that conduct business in downstream heavy oil processing.




**Patents,
      trademarks, licenses, franchises and concessions.**




We
      have
      no patents, trademarks, licenses, franchises or concessions.




**Research
      and Development Expenditures.**




We
      have
      spent no funds on research and development activities nor do we anticipate
      any
      such future expenditure.




**Need
      for governmental approval.**




Development
      and production and sale of oil and natural gas in Canada are subject to complex
      laws and regulations, which require government approval, and can adversely
      affect the cost, manner, or feasibility of doing business. We may be required
      to
      make significant expenditures to comply with environmental and other
      governmental regulations, including the following matters that are subject
      to
      regulation:




•
      location and density of wells;


•
surface
      access;


•
      drilling approvals;


•
      wildlife approvals;


•
native
      and trapper approvals;


•
      handling of drilling fluids and obtaining discharge permits for drilling
      operations;


•
bonds
      for ownership, development and production of natural gas and oil
      properties;


•
      transportation of natural gas and oil by pipelines;


•
      operation of wells and reports concerning operations; and


•
      taxation




**Effect
      of existing or probable governmental regulations.**




We
      are
      subject to existing and revisions to governmental regulations, including
      accounting for and payment of royalties on production from Provincial, Federal
      and Native lands. We are also subject to Provincial and Federal environmental,
      health, safety and transportation, and employer regulations.




6




**Effect
      of compliance with federal, state, and local provisions for the protection
      of
      the environment.**





We
      are
      subject to extensive environmental regulations. If we experience any leakage
      of
      crude oil and/or gas from the subsurface portions of a well, our gathering
      system could cause degradation of fresh groundwater resources, as well as
      surface damage, potentially resulting in suspension of operation of a well,
      fines and penalties from governmental agencies, expenditures for remediation
      of
      the affected resource, and liabilities to third parties for property damages
      and
      personal injuries. In addition, any sale of crude oil or gas collected as part
      of the drilling and recovery process could impose liability in accordance with
      applicable environmental health, transportation, and safety laws.




**Employees.**




We
      have
      the following contract employees: (a) our President, Wiktor Musial; and (b)
      our
      Vice President of Operations, Gerald Vikse. Additionally, we hire geologists,
      geophysicists, accountants, and land management personnel on a contract
      consulting basis.




**Reports
      to Security Holders and Available Information**




Our
      principal executive offices are located at 460-730 7 th Avenue
      SW, Calgary AO T2P 3P8. Our telephone number is (403) 975-9399. Our annual,
      quarterly, and current reports with the Securities and Exchange Commission
      (SEC), copies of which are available on our website at www.tammoilandgas.com
      or
      from the SEC free of charge at www.sec.gov .
      The
      public may also read and copy any materials, which we have filed with the SEC
      at
      the SEC’s Public Reference Room at 450 Fifth Street N.W., Washington, D.C.
      20549. Information on the Public Reference Room may be obtained by calling:
      1-800-SEC-0330.




**Item
      1A. Risk Factors**




The
      following risks and uncertainties, along with other information contained in
      this Form 10-K, should be carefully considered by anyone considering an
      investment in our securities. The occurrence of any of the following risks
      could
      negatively affect our business, financial condition and operating results.




**Our
      financial condition raises substantial doubt about our ability to continue
      as a
      going concern.**


During
      the period from our inception of October 10, 2005 to our year end at March
      31,
      2008, we have an accumulated deficit of $60,808,669. Our auditors have issued
      a
      going concern opinion indicating that our significant operating losses and
      working capital deficit and inability to generate any revenues cause substantial
      doubt about our ability to continue as a going concern, and that there is
      uncertainty as to whether we have the capability to continue our operations
      without additional funding. Accordingly, we anticipate that we will need
      additional funding during the next 12 months, which we plan to seek through
      public or private equity financing, bank debt financing, or from other sources;
      however, adequate funds may not be available when needed, and even if we raise
      additional funds through sales of our equity securities, existing stockholder
      interests will be diluted.





7





**We
      lack an operating history in our current business plan, which make it difficult
      for you to evaluate whether we will be able to continue our operations or ever
      be profitable.**


In
      October 2007, we began our current business plan of conducting exploration
      for
      heavy oil. Our short operating history has consisted of preliminary acquisition
      and exploration activities and non-income-producing activities. Accordingly,
      we
      have no adequate operating history for you to evaluate our future success or
      failure.





**Because
      we are an exploration stage company, we currently have no significant
      operations, and our future operations are subject to substantial risks, we
      may
      be unsuccessful in conducting our operations.**


We
      are an early stage oil exploration company and
      have not commenced oil production. We will be unable to generate revenues or
      make profits, unless we actually commence significant production.




**We
      are subject to substantial regulation of our business, including requirements
      to
      obtain numerous licenses and permits in the operation of our business; if we
      are
      denied needed government licenses and permits or otherwise fail to comply with
      federal and state requirements, we may be subject to increased compliance costs
      and fines or penalties.**


Our
      future exploration activities will require licenses, permits, or compliance
      with
      other state and federal requirements, including:


·
            Acquiring
                permits before commencing drilling;


·
            Restricting
                substances that can be released into the environment with drilling
                and
                production activities;


·
            Limiting
                or prohibiting drilling activities on protected areas such as wetlands
                or
                wilderness areas;


·
            Requiring
                that reclamation measures be taken to prevent pollution from former
                operations;


·
            Requiring
                remedial measures to mitigate pollution from former operations, such
                as
                plugging abandoned wells and remediation of contaminated soil and
                groundwater; and


·
            Requiring
                remedial measures to be taken with respect to property designated
                as a
                contaminated site.





Additionally,
      we could be liable for personal injury, clean-up costs and other environmental
      and property damages, as well as administrative, civil and criminal penalties.
      Although we maintain limited insurance coverage for sudden and accidental
      environmental damages as well as environmental damage that occurs over time,
      we
      have not obtained coverage for the full potential liability of environmental
      damages since we do not believe that we can obtain insurance coverage for the
      full potential liability of environmental damages is available at a reasonable
      cost. Accordingly, we could be liable, or could be required to cease production
      on properties, if environmental damage occurs. Delays or failures to acquire
      required licenses or permits or successfully comply with the pertinent
      federal and state regulations will negatively impact our
      operations.





**The
      successful implementation of our plan of operations is subject to risks inherent
      in the oil and gas business.**


Our
      oil
      and gas operations are subject to the economic risks associated with
      exploration, development and production activities, including substantial
      expenditures to locate and acquire properties and to drill exploratory wells.
      Additionally, the cost and timing of drilling, completing and operating wells
      may be uncertain. The presence of unanticipated pressure or irregularities
      in
      formations, miscalculations or accidents may cause our exploration, development
      and production activities to be delayed or unsuccessful, and may result in
      the
      total loss of our investment in a particular property.




8




**Our
      ability to produce sufficient quantities of oil and gas from our properties
      may
      be adversely affected by factors outside of our control.**


We
      are an early stage oil exploration company and
      have not commenced significant oil production. We will be unable to generate
      revenues or make profits, unless we actually commence significant oil
      production. Drilling,
      exploring and producing oil and gas involves various substantial risks beyond
      our control, including:


·
            unproductive wells ·
            productive
                wells that are unable to produce oil or gas in economically feasible
                quantities;


·
            hazards,
                such as unusual or unexpected geological formations, pressures, fires,
                blowouts, loss of circulation of drilling fluids or other conditions
                that
                may substantially delay or prevent completion of any well;


·
            adverse
                weather conditions hindering drilling
                operations;


·
            a
                productive well becoming uneconomic due to pressure depletion, water
                encroachment, mechanical difficulties, or other factors, which impair
                or
                prevent the production of oil and/or gas from the well;


·
            operations
                being adversely affected by the proximity and capacity of oil and
                gas
                pipelines and processing equipment;


·
            market
                fluctuations of taxes, royalties, land tenure; and


·
            allowable
                production and environmental
                protection.




**We
      rely upon third parties in our business which could adversely affect our
      business** .


We
      rely
      upon third parties, including: (a) those that assist us in identifying desirable
      oil and gas prospects to acquire and to provide us with technical assistance
      and
      services; (b) the services of geologists, geophysicists, chemists, engineers
      and
      other scientists to explore and analyze oil prospects to determine a method
      in
      which the oil prospects may be developed in a cost-effective manner; and (c)
      owners and operators of oil drilling equipment to drill and develop our
      prospects to production. Although
      we have developed relationships with a number of third-party service providers,
      we cannot assure that we will be able to continue to rely on such persons.
      If
      any of these relationships with third-party service providers are terminated
      or
      are unavailable on commercially acceptable terms, we may be unable to execute
      our operational plan.





**Market
      fluctuations in the prices of oil & gas could adversely affect our
      business.**


Prices
      for oil and natural gas tend to fluctuate significantly in response to factors
      beyond our control, including:




9




·
            actions
                of the Organization of Petroleum Exporting Countries and its production
                constraints;


·
            United
                States economic environment;


·
            weather
                conditions;


·
            availability
                of alternate fuel sources;


·
            transportation
                interruption;


·
            the
                impact of drilling levels on crude oil and natural gas supply; and


·
            the
                environmental and access issues that could limit future drilling
                activities industry wide.





Additionally,
      changes in commodity prices affecting our capital resources, liquidity and
      expected operating results. Price changes directly affect revenues and can
      indirectly impact expected production by changing the amount of funds available
      to reinvest in exploration and development activities. Reductions in oil and
      gas
      prices not only reduce revenues and profits, but could also reduce the
      quantities of reserves that are commercially recoverable. Significant declines
      in prices could result in charges to earnings due to impairment. Changes in
      commodity prices may also significantly affect our ability to estimate the
      value
      of producing properties for acquisition and divestiture and often cause
      disruption in the market for oil producing properties, as buyers and sellers
      have difficulty agreeing on the value of the properties. Price volatility also
      makes it difficult to budget for and project the return on acquisitions and
      development and exploitation of projects. We expect that commodity prices will
      continue to fluctuate significantly in the future.





**Our
      President devotes less than full time to our business, which may negatively
      impact our operations.**


Wiktor
      Musial, our President, devotes only 10 hours per week to our business. Because
      our President may be unable to devote the time necessary to our business, we
      may
      be unsuccessful in implementing our operational plan.





**The
      services of our President, Vice President of Operations, and Chairman of the
      Board are essential to the success of our business; the loss of any of these
      personnel will adversely affect our business.**


Our
      business depends upon the continued involvement of our President, Vice President
      of Operations, and Chairman of the Board, who collectively have oil related
      experience of at least 60 years. The loss, individually or cumulatively, of
      these personnel would adversely affect our business, prospects, and our ability
      to successfully conduct our exploration activities. Before you decide whether
      to
      invest in our common stock, you should carefully consider that the loss of
      their
      expertise, may negatively impact your investment in our common
      stock.




Item
      1B. Unresolved Staff
      Comments




We
      are neither a large accelerated filer or well
      seasoned issuer in which case such item is inapplicable. Nonetheless, we have
      no
      unresolved staff comments.




**Item
      2. Our Properties**




We
      lease
      our principal executive offices of approximately 1200 square feet at Suite
      460,
      734 7 Ave SW, Calgary, AB, Canada T2P 3P8 from Kodiak Energy Inc. We share
      our
      offices with Kodiak Energy Inc. We have no written lease agreement but rather
      operate on a verbal agreement whereby we pay Kodiak Energy $2,700 on a month
      to
      month basis. Our space is sufficient for our needs. At the present time, we
      have
      no real estate holdings nor are there plans to acquire any real property
      interests.




10




**Oil
      Sands and Petroleum and Natural Gas (P&NG) Leases**





Our
      leases are situated near Manning in the Peace River area of Northern Alberta,
      Canada, as follows:




·
            We
                have a 100% interest in 21 sections of Oil Sands leases, amounting
                to
                approximately 13,440 gross acres and approximately 13,284 net acres.
                Oil
                Sands leases have a 15 year term for exploration. Our Oil Sands leases
                expire on January 9, 2023; and


·
            We
                have a 100% interest in 14 sections of Petroleum and Natural Gas
                (P&NG) leases, amounting to approximately gross 8,960 acres and
                approximately 8,856 net acres. P&NG leases provide that we have 5
                years to explore on the leased lands. Our P&NG leases expire on May
                28, 2013.





The
      lands
      associated with our Oil Sands leases and P&NG leases are contiguous, and
      situated in the Peace River Oil Sands area of northwestern Alberta. If economic
      production is proven on our lease parcels, we will automatically be given the
      right to extend the leases as they expire.




Annual
      fee rentals of $3.50/ha (CDN) are paid to the government of Alberta to maintain
      rights to the leases. We acquired the leases in 2008 in two separate Alberta
      public offerings of crown Oil Sands rights and crown P&NG
      rights.




Offering Date
            
            Lease Type
            
            Term (yrs)
            
            Land Area
            
            Acquisition ($)
            
            Total Rental ($)1/09/2008
            
            
            Oil
                Sands
            
            
            15
            
            
            21
                Sections
            
            
            718,903
            
            $
            18,8165/28/2008
            
            
            P&NG
            
            
            5
            
            
            14
                Sections
            
            
            372,721
            
            $
            12,544





**Property
      Geology**





Well
      logs, cores and drill cutting sample reports of drilled wells on and around
      our
      leased lands suggest that heavy oil enrichment occurs in the Cretaceous Bluesky
      and Gething Formations, and especially in the Mississippian-aged Debolt
      Formation which includes the porous Elkton Member. High grade heavy oil
      intervals predominantly occur in the lower most





Elkton
      Member and Lower Debolt Formation. Porosity in these intervals ranges up to
      28%,
      and the lithology is comprised of both limestones and dolomites which were
      deposited in a shoaling upward environment.





Gross
      thickness of the Debolt Formation, including the Elkton Member, over our leases
      average approximately 90 feet. These carbonates are relatively homogeneous,
      thinning in an easterly direction. Porosity has been enhanced by dolomitization,
      particularly in the Elkton Member and Lower Debolt Formation.





Oil
      analyses of these zones are sparse in the area, but the few measurements
      available from a local well indicate an API oil gravity of 14 to 18. Gas
      production occurs in the area from the Cretaceous Bluesky and Gething Formations
      plus the Mississippian Debolt and Shunda horizons.




11




Item
      3.
      Legal proceedings




On
      April
      4, 2008, Deep Well Oil & Gas, Inc. (“Deep Well”), a Nevada corporation with
      its principal place of business located in Edmonton, Alberta, Canada, and a
      [delinquent] SEC reporting company, filed a complaint against us in the United
      States District Court, District of Nevada alleging: (a) violations of Sections
      13(d), 14(d), and 14(e) of the Securities and Exchange Act of 1934, as amended;
      (b) defamation; (c) violation of the Lanham Act; and (d) consumer fraud under
      Nevada Revised Statute 41.600 ( Deep
      Well Oil and Gas, Inc. v. Tamm Oil and Gas Corp., USDC, Nevada, Civil Action
      No.
      3:03-cv-00173-ECR-RAM).




Along
      with the complaint, Deep Well filed a Motion for Preliminary Injunction and
      request for expedited discovery.  The discovery has been accomplished and
      we have filed our opposition to Deep Well’s motion for a Preliminary
      Injunction.  An evidentiary hearing on the motion has been set for July 24,
      2008.




On
      April
      21, 2008, we filed a Motion to Dismiss Deep Well’s complaint. The motion has
      been set for July 24, 2008 to be heard by the Court.




We
      do not
      believe that any of the allegations contained in the complaint have any merit
      and we intend upon vigorously defending ourselves in this matter. Additionally,
      we are considering counterclaims against Deep Well and its officers and
      directors.




Item
      4.Submission
      of matters to a vote of security holders




To
      date,
      we have not conducted an annual meeting of shareholders.




**PART
      II** ****




**Item
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities** ****




**Market
      Information**




Our
      common stock is quoted on the Over-the-Counter (“OTC”) Bulletin Board under the
      Symbol "TAMO". The following table shows the high and low bid for our common
      stock during the last two years and the current fiscal year. Our common stock
      was not OTC Bulletin Board quoted until the third quarter of 2007. These prices
      represent inter-dealer prices, without retail mark-up, markdown, or commission,
      and may not represent actual transactions, and were derived from Quotestream.




2007
            
            Low
                Bid
            
            High
                BidThird
                Quarter
            
            $
            1.30
            
            $
            2.602008Fourth
                Quarter
            
            $
            2.15
            
            $
            3.09First
                Quarter
            
            $
            2.23
            
            $
            3.12




12




**Holders**




As
      of
      July 11, 2008, there were 28 holders of record of our common stock.




**Authorized
      Shares**




We
      are
      authorized to issue 750,000,000 shares of common stock. We are also authorized
      to issue 1,000,000 shares of preferred stock.




**Outstanding
      shares**




As
      of
      July 11, 2008, we had 118,313,000 common shares issued and outstanding.




As
      of
      July 11, 2008, we have no shares of preferred stock issued and outstanding.




**Dividends**




We
      have
      never paid a cash dividend on our common stock and have no present intention
      to
      declare or pay cash dividends on our common stock in the foreseeable future.
      We
      intend to retain any earnings that we may realize in the foreseeable future
      to
      finance our operations and otherwise develop our business. Our future dividend
      policy will be determined from time to time by our board of
      directors. ****




**Securities
      authorized for issuance under equity compensation plans**




Equity
                compensation plans approved by security holders
              NoneEquity
                compensation plans not approved by security holders
              None




13




**Unregistered
      sales of equity securities and use of proceeds**




On
      November 7, 2007, we completed a 15:1 forward stock split and our outstanding
      common stock increased from 6,100,000 to 91,500,000 shares of common stock
      and
      our authorized capital increased from 50,000,000 to 750,000,000. Accordingly,
      all share and per share amounts have been restated from inception.




In
      March
      2006, we completed a private placement offering of 30,000,000 shares of common
      stock to thirty five (35) investors at a price of $0.003 per share, for
      aggregate proceeds of $100,000. The private placement offering was made to
      foreign investors in offshore transactions in accordance with Regulation S
      of
      the Securities Act of 1933.




In
      March
      2006, we issued 45,000,000 shares of common stock to Carlos Alfonso Bustamante,
      our then President/Chief Executive Officer/Director, at a price of $0.0001
      per
      share for aggregate proceeds of $3,000. The offer and sale were made pursuant
      to
      Regulation D of the Securities Act of 1933.




In
      March
      2006, we sold 15,000,000 shares of common stock to Jose Carlos Davalos Cerda,
      our then Secretary/Treasurer/Director at a price of $0.0001 per share for
      aggregate proceeds of $1,000. The offer and sale was made by us in reliance
      on of Regulation S of the Securities Act of 1933.





In
      August
      2007, we closed a private placement consisting of 1,500,000 shares of our common
      stock for the aggregate proceeds of $100,000. The shares were issued to a
      non-U.S. person in an offshore transaction relying on Regulation S and/or
      Section 4(2) of the Securities Act of 1933.





On
      November 23, 2007, we closed the first tranche of a private placement consisting
      of 800,000 units at a price of $1.25 per unit for aggregate proceeds of
      $1,000,000. Each unit consists of one common share and one share purchase
      warrant. Each Warrant shall be exercisable into one common share at a price
      of
      $1.75 per Warrant Share until November 23, 2009.





On
      December 20, 2007, we closed the second tranche of a private placement
      consisting of 400,000 units at a price of $1.25 per Unit for aggregate proceeds
      of $500,000. Each Unit consists of one common share and one share purchase
      warrant. Each Warrant shall be exercisable into **** one
      common share at a price of $1.75 per Warrant Share until December 20,
      2009.




14


On
      December 27, 2007, we exchanged 21,533,000 shares of our common stock with
      3
      shareholders of Deep Well and we received 21,533,000 shares of Deep Well, a
      publicly traded company, in that exchange. As
      more
      fully disclosed in our Form 8-K filed with the Securities and Exchange
      Commission on July 2, 2008, on July 1,
      2008 we rescinded the December 27, 2007 issuance of **** 21,533,000
      shares of our common stock with those 3 Deep Well shareholders. We have
      affected the necessary acts to cancel the 21,533,000 shares that were
      issued to the 3 Deep Well shareholders; however, the actual cancellation
      has not yet occurred.




On
      March
      5, 2008, we closed the third tranche of a private placement to nine individuals
      consisting of 80,000 units at a price of $1.25 per Unit for aggregate proceeds
      of $100,000. Each Unit consists of one common share and one share purchase
      warrant. Each Warrant is exercisable into **** one
      common share at a price of $1.75 per Warrant Share until March 5,
      2010.




**Use
      of Proceeds**




Not
      applicable. Although we received proceeds from the sale of units or shares
      of
      our common stock, as described above, we did not file a Registration Statement
      during our Fiscal Year 2007, whereby we would receive proceeds from the sale
      of
      our securities by us to the public.




**Purchases
      of Equity Securities by the Issuer and Affiliated Purchasers**




Not
      applicable. We made no repurchases of our equity securities during our Fiscal
      Year 2008.




**Item
      6. Selected Financial Data**




**Not
      applicable.**




**Item
      7. Management’s discussion and analysis of financial condition and results of
      operations** ****




***Overview***


We
      are a
      petroleum exploration company that seeks to identify, acquire and develop
      working interests in Canada based oil sands prospects. Oil sands properties
      are
      characterized by deposits of bitumen, a form of viscous (relatively high
      resistance to flow) crude oil. We have generated no revenues since our inception
      and from our inception, we have not been profitable. We have financed our
      operations through equity placements to accredited investors.




**Uncertainties
      and Trends**




Our
      revenues are dependent in the future, upon the following factors:




15




·
            price
                volatility in worldwide oil prices, which is affected by: (a) interest
                rates; (b)currency exchange rates (c) inflation or deflation; (d)
                speculation and (e) production levels;


·
            global
                and regional supply and demand for oil;


·
            political
                and economic conditions;


·
            changes
                in the regulatory environment, which may lead to increased costs
                of doing
                business;


·
            our
                ability to raise adequate working
                capital;


·
            success
                of our development and exploration;


·
            level
                of our competition;


·
            our
                ability to attract and maintain key management and employees;
                and


·
            our
                ability to efficiently explore, develop and produce sufficient quantities
                of marketable natural gas or oil in a highly competitive and speculative
                environment while maintaining quality and controlling
                costs.





The
      following discussion and analysis should be read in conjunction with our
      Financial Statements and notes thereto.




**(a)** Liquidity
      and capital resources – 2008 and 2007




**(a)
      (1)** Continuing
      working capital deficit ****




Our
      working capital deficit has limited our ability to expand our operations and
      pursue our business plan. The following table sets forth our continuing working
      capital at March 31.




Years
                ended
            
            2008
            
            2007Current
                Assets
            
            $
            184,765
            
            $
            3,866Current
                Liabilities
            
            
            24,652
            
            
            6,346Working
                Capital (Deficit)
            
            $
            160,113
            
            $
            (2,480
            )




Our
      current assets increased by $180,899 from $3,866 as of March 31, 2007 to
      $184,765 for the comparable 2008 period. The increase was due to monies we
      received from share capital sales.




Our
      working capital deficit decreased by $162,593 or 98.47% to $160,113 as of March
      31, 2008, from -$(2,480) for the comparable 2007 period. Accounts payable and
      accrued expenses increased from $6,346 on March 31, 2007 to $14,652 on March
      31,
      2008. Other accounts receivable increased from $0 as of March 31, 2007, to
      $576,252, on March 31, 2008. The increase was due to the purchase of the
      shareholder advances to 1132559 Alberta Ltd.




Related
      party debt increased to $10,000 as at March 31, 2008 from $0 as at March 31,
      2007.




16




We
      continue to focus on conserving cash, setting priorities for our most important
      obligations and seeking other means to pay or defer any obligations as
      necessary.




**(a)
      (2)     Property and equipment**




During
      2007, there were not any changes to our property and equipment net of
      depreciation and impairment. During 2008, we deemed that our telecommunications
      equipment was fully impaired and $35,000 was written off. Additional office
      equipment was purchased throughout the year for $3,223.




Years
                ended March 31
            
            2008
            
            2007Office
                equipment
            
            $
            3,223
            
            $
            35,000Fixed
                assets net
            
            $
            3,223
            
            $
            35,000




**(a)
      (3) Capital commitments**




Our
      capital commitments are set out below:




Contractual
                Cash Obligations
            
            Total
            
            Less than 1 year
            
            1
                to 3 years
            
            3
                to 5 yearsAccounts
                payable and accrued expenses
            
            $
            14,652
            
            $
            14,652
            
            $
            --
            
            $
            ---Related
                party payable
            
            
            10,000
            
            
            10,000
            
            
            --
            
            
            --Total
                contractual cash obligations
            
            $
            24,652
            
            $
            24,652
            
            $
            --
            
            $
            --





(a)(4)
      Derivative liability – Not applicable.




**(a)
      (5) Equity**




Stockholders’
      equity increased to $5,458,491 as of March 31, 2008, from $32,520 as of March
      31, 2007. The primary reason for the increase was additional share
      issuances.




**(a)
      (6) Off-balance sheet arrangements.**




We
      have
      not entered into any transaction, agreement or other contractual arrangement
      with an entity unconsolidated with us under whom we have;




loan
                obligation under a guarantee contract,





17





loan
                retained or contingent interest in assets transferred to the
                unconsolidated entity or similar arrangement that serves as credit,
                liquidity or market risk support to such entity for such assets,




loan
                obligation, including a contingent obligation, under a contract that
                would
                be accounted for as a derivative instrument, or




loan
                obligation, including a contingent obligation, arising out of a variable
                interest in an unconsolidated entity that is held by us and material
                to us
                where such entity provides financing, liquidity, market risk or credit
                risk support to, or engages in leasing, hedging or research and
                development services with us."





We
      do not
      have any off-balance sheet arrangements or commitments that have a current
      or
      future effect on its financial condition, changes in financial condition,
      revenues or expenses, results of operations, liquidity, capital expenditures,
      or
      capital resources that is material, other than those which may be disclosed
      in
      this Management’s Discussion and Analysis of Financial Condition and the audited
      Consolidated Financial Statements and related notes.





**(a)**(7)
                Results of operations. The following sets forth certain information
                regarding our results of operations as of March 31, 2008 and
                2007.Years
                ended March 31
            
            2008
            
            2007General
                and administrative
            
            $
            247,456
            
            $
            68,546Operating
                (loss)
            
            
            (247,456
            )
            
            (68,546
            )Asset
                impairment
            
            
            60,498,160
            
            
            0Other
                income (loss)
            
            
            8,427
            
            
            0Net
                (loss)
            
            
            (60,737,189
            )
            
            (69,346
            )Net
                (loss) per share - basic and diluted
            
            
            (0.62
            )
            
            (0.00
            )Weighted
                average shares - basic and diluted
            
            
            98,588,918
            
            
            90,000,000




As
      more
      fully explained in Note 6 to our financial statements, we recorded an asset
      impairment of $60,498,160 consisting of: (a) $54,263,160 related to the
      issuance of 21,533,000 of our common shares to the 3 Deep Well shareholders,
      which was determined to have nominal value and the issuance of which was
      rescinded in July 2008; (b) $6,200,000 related to our agreement to purchase
      certain royal agreements for 4,000,000 of our common shares, the value which
      was
      originally recorded at $10,200,000, but later determined to have an estimated
      recoverable value of $4,000,000; and (c) $35,000 related to the impairment
      of our communication assets.




18




Our
      operations have resulted in significant losses and negative cash flow as we
      have
      invested in our property lease interests.




Revenue. During
      both 2008 and 2007, our revenues were $0.




Production
      costs. Production costs remained $0 during 2008 and 2007.




Exploration
      & development. Exploration and mine development costs was $0, during 2008 and 2007.




General
      and administrative expenses. Our
      general and administrative expenses increased by $178,910, or 261.00%, to
      $247,456 during 2008 from $68,546 during 2007. We attribute the increase in
      our
      general and administrative expenses to increased business activity.




Legal
      expenses in 2008 increased to $48,175 from $0 in 2007. The increase was due
      to
      increased activity.




Depreciation
      and depletion. Depreciation and depletion was $0 in 2008 and 2007.




Operating
      expenses. During
      2008, our operating expenses increased by $178,910 or 261.00% to $247,456 from
      $68,546 during 2007. The increase/decrease was the result of increased activity
      including consulting and professional fees.




Net
      loss. Our net
      loss for 2008 was ($60,737,189) compared to ($69,346) during 2007, resulting
      in
      a basic per-share loss of $(0.62) in 2008 and $(.00) in 2007 based on weighted
      average shares outstanding.




Since
      commencing operations, our general, administrative and other costs have exceeded
      the resources we have generated through operations. As described above in
“Liquidity and Capital Resources,” we have been dependent on and debt/equity
      financing, to meet our working capital obligations and to finance our continuing
      operating losses. Our current lack of production further complicates our ability
      to raise cash from these sources. There can be no assurance that we will be
      able
      to continue to finance our operating losses in such a manner. We have, however,
      been able to raise additional funds in the past and we believe that we will
      be
      able to do so in the future.




19




**(a)
      (8) Cash flow**




We
      have
      been able to meet our working capital obligations and cover our net loss through
      the issuance of stock for cash and services. Net cash flows provided by our
      financing activities totaled $1,710,000 in 2008 and $0 in 2007. Cash increased
      to $169,844 as of March 31, 2008 from $3,866 in 2007.




Net
                  cash flows
                Years
                  ended
            
            2008
            
            2007Net
                gain (loss)
            
            
            (60,737,189
            )
            
            (69,346
            )Net
                cash flows used by operating activities
            
            
            245,644
            
            
            (63,000
            )Cash
                flows from investing activities
            
            
            (1,298,378
            )
            
            (35,000
            )Net
                cash flows provided by financing activities
            
            
            1,710,000
            
            
            0Net
                increase (decrease) in cash
            
            
            165,978
            
            
            (98,000
            )Cash
                beginning of period
            
            
            3,866
            
            
            101,866Cash
                end of period
            
            
            169,844
            
            
            3,866




We
      have
      used our equity to raise cash necessary to acquire property leases, expenses,
      and for payment of services. Our ability to continue to use our equity for
      those
      purposes is dependent on the price and trading volume of our common stock,
      both
      of which are volatile, and our ability to comply with federal and applicable
      state securities laws.




Although
      we have been successful in obtaining funds to date, there can be no assurance
      that we will be able to continue to be successful in doing so. Our ability
      to
      finance our operations will, in the end, be dependent on our ability to generate
      cash flow from operations, of which there can be no assurance.




**(b)
      Special non-cash impact due to options**




No
      options have been issued during the past three years. No options are currently
      outstanding.




**(c)** PLAN OF
      OPERATION





*Our
      Plan of Operations to Date*





To
      date,
      we have accomplished the following in our Plan of Operations:





**(a)** Peace
      River Oil Sands Area - Manning, Alberta, Canada


On
      January 9, 2008, we acquired a 100% interest in 21 sections of oil sands leases
      in the Peace River Oil Sands Area at an Alberta Crown Land Sale for $718,903.
      After our March 31, 2008 year end, on May 28, 2008, we acquired a 100% interest
      in 14 sections of the P&NG leases in the Peace River Oil Sands Area at an
      Alberta Crown Land Sale for $372,721.




**(b)** Sawn
      Lake Oil Sands Area - Alberta, Canada


We
      entered into a letter agreement with Vendors, 1004731 Alberta Ltd. and Muzz
      Investments Inc., dated November 7, 2007, whereby the Vendors agreed to sell,
      assign and transfer to us, their entire right, title and interest in a royalty
      agreement made between Mikwec Energy Canada Ltd. and Nearshore Petroleum
      Corporation dated December 12, 2003 in consideration of the issuance of
      4,000,000 shares of our common stock.




20




Closing
      of the transactions in the letter agreement is subject to the following
      conditions:


**(i)**
            our
                completion of a private placement financing of up to 2,600,000 units
                at a
                price of $1.25 per unit;


**(ii)**
            our
                affecting a 15:1 forward stock split, which occurred in November
                2007





**(c)** Sawn
      Lake Oil Sands Area - Alberta, Canada


We
      have
      entered into a Le **t** ter
      of
      Intent with the Selling Stockholders of 1132559 Alberta Ltd , which provides
      that the Selling Stockholders agree to transfer to us all of the issued and
      outstanding shares held by them in return of our agreeing to, among other
      things:


**(i)**
            issue
                15,000,000 shares of our common stock to the Selling
                Stockholders


**(ii)**
            complete
                a 15:1 forward stock split


**(iii)**
            complete
                a financing of up to $3,250,000


**(iv)**
            change
                our name to "Tamm Oil and Gas
                Corp."


**(v)**
            appoint
                two nominees of the Selling Stockholders to our Board of Directors;
                William Tighe was nominated and elected to the Board on November
                27,2007





The
      Letter of Intent is further subject to our principal stockholder submitting
      34,000,000 (post split) shares for cancellation at closing. Closing of the
      transactions contemplated in the Letter of Intent is subject to:


**(i)**
            the
                satisfactory completion of the parties due diligence
                investigations


**(ii)**
            1132559
                Alberta Ltd. preparing financial statements required under applicable
                securities laws


**(iii)**
            the
                parties entry into a definitive agreement containing customary terms
                and
                representations for such agreements


.


1132559
      Alberta Ltd. is a private company incorporated under the laws of Alberta.
      Alberta Co and holds a direct working interest of 10% in 63 sections of Oil
      sands leases in the Sawn Lake area in Northern Alberta.





Our
      Plan of Operations Going Forward





Our
      primary operational focus is the Manning project. On May 28, 2008, we purchased
      14 sections of the Petroleum and Natural Gas leases at an Alberta Crown land
      sale that are adjacent to our existing 21 sections of oil sands leases in the
      Peace River region of northern Alberta. With this latest acquisition, we now
      have a 100% working interest in 35 sections, or approximately 22,400 acres.
      An
      independent engineering report was completed in 2008 on the newly acquired
      adjacent 14 sections of leases for the determination of heavy oil in place
      for
      the 35 sections.





We
      intend
      to further expand our interests in oil sands properties through Alberta Crown
      Land Sales and/or purchasing interests from other companies that currently
      hold
      interests in oil sands properties. To assess our prospects and acquisitions,
      we
      will contractually engage geologists and geophysicists to provide geological
      evaluations.




21




Presently,
      our costs are uncertain because they are contingent upon the results of our
      information and data/collection to confirm whether we have a viable prospect,
      which will be determined by: (a) our contracted geologists and geophysicists
      that provide geological evaluations; (b) geological data results and related
      information/data that we obtain through: (i) the public domain; (ii) our
      acquisition of data from private firms; and (c) field activities, for example,
      seismic surveys and a core drilling program, that we may execute to gather
      specific information, for the purpose of modeling the underlying geological
      structure.





We
      will
      continually adjust our Plan of Operations based on this comprehensive analysis,
      the extent and quality of the available data, additions to our land base, and
      other factors, such as applying risk assessment and cost analyses, to determine
      which of the following activities we will engage in:





****** Geological
      Studies


Geological
      study of the earth’s crust in search for structural or the age, deposition and
      distribution of sedimentary rocks that are favorable for the accumulation of
      hydrocarbons and ultimately determine locations for drilling. **





** Geophysical
      Survey s


The
      accurate measurement and recording of certain physical quantities of the Earth’s
      crust and geophysical methods, such as seismic, to locate probable reservoir
      structures capable of producing commercial quantities of natural gas and/or
      crude oil.





Seismic
      Surveys


Surveys
      to gather and record the patterns of induced shock wave reflections from
      underground layers of rock. Seismic surveys are used to create detailed models
      of the underlying geological structure used in the exploration and development
      of hydrocarbons.





Core
      Drilling Programs


A
      drilling operation to obtain continuous cylinders of rock, usually from two
      to
      four inches in diameter, cut from the bottom of a wellbore; cores are cut during
      the drilling of a well and are used in the study of underground
      formations.





Exploratory
      Well Drilling


A
      well
      drilled either in search of new and yet undiscovered accumulations of oil and
      gas, or in an attempt to significantly extend the limits of a known
      reservoir




**(e)
      Accounting policies**




**(e)
      (1) Critical accounting policies** ****




A
      summary of our significant accounting policies is contained in Note 3 to our
      financial statements.




**Item
      7A. Quantitative and Qualitative disclosures about Market
      Risk** ****




Not
      applicable. We do not presently or otherwise engage in market risk sensitive
      instruments.




22




**Item
      8. Financial Statements and Supplementary Data** ****




REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Shareholders
        and Board of Directors
 Tamm
        Oil
        and Gas Corp.
 
 We
        have
        audited the accompanying balance sheet of Tamm Oil and Gas Corp. (an exploration
        stage company) as of March 31, 2008, and the related statements of operations,
        stockholders’ equity and cash flows for the year ended March 31, 2008, and the
        period from inception (October 10, 2005) through March 31, 2008. These financial
        statements are the responsibility of the Company's management. Our
        responsibility is to express an opinion on these financial statements based
        on
        our audit. The Company’s financial statements for the period from inception
        (October 10, 2005) to March 31, 2007, were audited by other auditors whose
        report dated July 3, 2007, expresses an unqualified opinion and included
        a going
        concern paragraph on those financial statements. The financial statements
        for
        the period from inception (October 10, 2005) to March 31, 2007, reflect a
        net
        loss of $71,480 that is included in the related total for the period from
        inception (October 10, 2005) to March 31, 2008. The other auditors report
        has
        been previously furnished to us, and our opinion, insofar as it relates to
        the
        amounts included for such prior period is based solely on the report of such
        other auditors.
 
 We
        conducted our audit 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 includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates by management, as well as evaluating the overall financial
        statement presentation. We believe that our audit provides a reasonable basis
        for our opinion.
 
 In
        our
        opinion, based on our audits and the report of other auditors, the financial
        statements referred to above present fairly, in all material respects, the
        financial position of Tamm Oil and Gas Corp. (an exploration stage company)
        as
        of March 31, 2008, the results of its operations and its cash flows for the
        year
        ended March 31, 2008, and for period from inception (October 10, 2005) through
        March 31, 2008, in conformity with accounting principles generally accepted
        in
        the United States of America.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 2 to the financial
        statements, the Company has incurred significant losses from operations and
        has
        no revenue generating operations. These factors raise substantial doubt about
        the Company’s ability to continue as a going concern. Management’s plans in
        regard to this matter are also discussed in Note 2. The financial statements
        do
        not include any adjustments that might result from the outcome of this
        uncertainty.
 
 Stark
        Winter Schenkein & Co., LLP
 
 /s/
        Stark
        Winter Schenkein & Co., LLP
 
 Denver,
        Colorado
 July
        4,
        2008
  F-1
  **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 To
        the
        Board of Directors and Stockholders of
 Hola
        Communications, Inc.
 
 We
        have
        audited the accompanying balance sheets of Hola Communications, Inc. (a
        development stage company) (the “Company”) as of March 31, 2007, and the related
        statements of operations, stockholders' equity (deficit), and cash flows
        for the
        year ended March 31, 2007. These financial statements are the responsibility
        of
        the Company's management. Our responsibility is to express an opinion on
        these
        financial statements based on our audit.
 
 We
        conducted our audit 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 *.* The Company is not required to have, nor were we engaged to perform, an audit
        of
        its internal control over financial reporting. Our audit included consideration
        of internal control over financial reporting as a basis for designing audit
        procedures that are appropriate in the circumstances, but not for the purpose
        of
        expressing an opinion on the effectiveness of the Company’s internal control
        over financial reporting. Accordingly, we express no such opinion.  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 financial statements referred to above present fairly, in all
        material respects, the financial position of Hola Communications, Inc. as
        of
        March 31, 2007, the results of its operations and its cash flows for the
        year
        ended March 31, 2007, in conformity with accounting principles generally
        accepted in the United States of America.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 2 to the financial
        statements, the Company has reported accumulated losses during the development
        stage, had a working capital deficiency as of March 31, 2007, and is dependent
        on obtaining additional financing to successfully implement its business
        plan.
        These factors raise substantial doubt about the Company’s ability to continue as
        a going concern. Management’s plans as to these matters are described in Note 2.
        The accompanying financial statements do not include any adjustments to reflect
        the possible future effects on the recoverability and classification of assets
        or the amounts and classification of liabilities that may result from the
        outcome of this uncertainty.
 
 SQUAR,
        MILNER, PETERSON, MIRANDA & WILLIAMSON, LLP
 
 /s/
        Squar, Milner, Peterson, Miranda & Williamson, LLP
 
 San
        Diego, California
 July
        3,
        2007
  F-2
  **TAMM
          OIL AND GAS CORP.**
 **(An
          Exploration Stage Company)**
 **Balance
          Sheets**
 
 March
                    31,2008
                
                2007ASSETSCURRENT
                    ASSETSCash
                
                $
                169,844
                
                $
                3,866Prepaid
                    expenses
                
                
                14,921
                
                
                -Total
                    current assets
                
                
                184,765
                
                
                3,866Property
                    and equipment:Oil
                    sands properties, unevaluated
                
                
                718,903
                
                
                -Furniture
                    and equipment
                
                
                3,223
                
                
                35,000722,126
                
                
                35,000Other
                    Assets:Receivable
                    from affiliated entity
                
                
                576,252
                
                
                -Royalty
                    agreements
                
                
                4,000,000
                
                
                -Total
                    assets
                
                $
                5,483,143
                
                $
                38,866LIABILITIES
                    AND STOCKHOLDERS' EQUITYCURRENT
                    LIABILITIESAccounts
                    payable and accrued liabilites
                
                $
                14,652
                
                $
                6,346Advance
                    from shareholder
                
                
                10,000
                
                
                -Total
                    current liabilities
                
                
                24,652
                
                
                6,346COMMITMENTS
                    AND CONTINGENCIESSTOCKHOLDERS'
                    EQUITYPreferred
                      stock: $0.001 par value; 1,000,000 shares authorized, none issued
                      or outstanding
                
                
                -
                
                
                -Common
                    stock: $0.001 par value; 750,000,000 shares authorized, 118,313,000
                    and
                    90,000,000 shares issued and outstanding, respectively
                
                
                118,313
                
                
                90,000Additional
                    paid-in capital
                
                
                66,148,847
                
                
                14,000(Deficit)
                    accumulated during exploration stage
                
                
                (60,808,669
                )
                
                (71,480
                )Total
                    stockholders' equity
                
                
                5,458,491
                
                
                32,520Total
                    liabilities and stockholders' equity
                
                $
                5,483,143
                
                $
                38,866
 
 See
          accompanying notes to financial statements.
  F-3
  **TAMM
          OIL AND GAS CORP.**
 **(An
          Exploration Stage Company)**
 **Statements
          of Operations**
 
 For the periodOctober 10, 2005(Inception)For the year ended
                
                toMarch 31,
                
                March 31,2008
                
                2007
                
                2008REVENUES
                
                $
                -
                
                $
                -
                
                $
                -COSTS
                    AND EXPENSESGeneral
                    and administrative expenses
                
                
                247,456
                
                
                68,546
                
                
                318,136247,456
                
                
                68,546
                
                
                318,136(LOSS)
                    FROM OPERATIONS
                
                
                (247,456
                )
                
                (68,546
                )
                
                (318,136
                )OTHER
                    INCOME (EXPENSE)(Loss)
                    on impairment of investments
                
                
                (60,463,160
                )
                
                -
                
                
                (60,463,160
                )(Loss)
                    on impairment of fixed assets
                
                
                (35,000
                )
                
                -
                
                
                (35,000
                )Gain
                    on foreign exchange transactions
                
                
                8,427
                
                
                -
                
                
                8,427(60,489,733
                )
                
                -
                
                
                (60,489,733
                )(LOSS)
                    BEFORE INCOME TAXES
                
                
                (60,737,189
                )
                
                (68,546
                )
                
                (60,807,869
                )PROVISION
                    FOR INCOME TAXESCurrent
                
                
                -
                
                
                800
                
                
                800Deferred
                
                
                -
                
                
                -
                
                
                --
                
                
                800
                
                
                800NET
                    (LOSS)
                
                $
                (60,737,189
                )
                $
                (69,346
                )
                $
                (60,808,669
                )(LOSS)
                    PER COMMON SHARE - BASIC AND DILUTED
                
                $
                (0.62
                )
                $
                (0.00
                )WEIGHTED
                    AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED
                
                
                98,588,918
                
                
                90,000,000
 
 See
          accompanying notes to financial statements.
  F-4
  **TAMM
          OIL AND GAS CORP.**
 **(An
          Exploration Stage Company)**
 **Statement
          of Stockholders' Equity**
 **For
          the period October 10, 2005 (Inception) through March 31,
          2008**
 
 (Deficit) Accumulated
                
                TotalCommon Stock
                
                Additional Paid
                
                During Exploration
                
                Stockholders'Shares
                
                Amount
                
                in Capital
                
                Stage
                
                EquityBalance, October 10, 2005
                
                
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Founders'
                    shares issued for cash, October 2005 at $.0001 per share
                
                
                60,000,000
                
                
                60,000
                
                
                (56,000
                )
                
                -
                
                
                4,000Common
                    stock issued for cash, March 2006 at $.003 per share
                
                
                30,000,000
                
                
                30,000
                
                
                70,000
                
                
                -
                
                
                100,000Net
                    (loss)
                
                
                -
                
                
                -
                
                
                -
                
                
                (2,134
                )
                
                (2,134
                )Balance,
                    March 31, 2006
                
                
                90,000,000
                
                
                90,000
                
                
                14,000
                
                
                (2,134
                )
                
                101,866Net
                    (loss)
                
                
                -
                
                
                -
                
                
                -
                
                
                (69,346
                )
                
                (69,346
                )Balance,
                    March 31, 2007
                
                
                90,000,000
                
                
                90,000
                
                
                14,000
                
                
                (71,480
                )
                
                32,520Common
                    stock issued for cash, August 2007 at $.07 per share
                
                
                1,500,000
                
                
                1,500
                
                
                98,500
                
                
                -
                
                
                100,000Private
                    placement units issued for cash, various dates during the year
                    at $1.25
                    per share
                
                
                1,280,000
                
                
                1,280
                
                
                1,598,720
                
                
                -
                
                
                1,600,000Common
                    stock issued for investment
                
                
                21,533,000
                
                
                21,533
                
                
                54,241,627
                
                
                -
                
                
                54,263,160Common
                    stock issued for royalty agreement
                
                
                4,000,000
                
                
                4,000
                
                
                10,196,000
                
                
                -
                
                
                10,200,000Net
                    (loss)
                
                
                -
                
                
                -
                
                
                -
                
                
                (60,737,189
                )
                
                (60,737,189
                )Balance,
                    March 31, 2008
                
                
                118,313,000
                
                $
                118,313
                
                $
                66,148,847
                
                $
                (60,808,669
                )
                $
                5,458,491
 
 See
          accompanying notes to financial statements.
  F-5
  **TAMM
          OIL AND GAS CORP.**
 **(An
          Exploration Stage Company)**
 **Statements
          of Cash Flows**
 
 For the periodOctober 10, 2005(Inception)For the year ended
                
                toMarch 31,
                
                March 31,2008
                
                2007
                
                2008CASH
                    FLOWS FROM OPERATING ACTIVITIES:Net
                    (loss)
                
                $
                (60,737,189
                )
                $
                (69,346
                )
                $
                (60,808,669
                )Adjustments
                    to reconcile net (loss) to net cash (used in) operating
                    activitesImpairment
                    of property and equipment
                
                
                35,000
                
                
                -
                
                
                35,000Impairment
                    of investments in stock and royalty agreements
                
                
                60,463,160
                
                
                -
                
                
                60,463,160Changes
                    in operating assets and liabilities:Prepaid
                    expenses
                
                
                (14,921
                )
                
                2,891
                
                
                (14,921
                )Accounts
                    payable
                
                
                8,306
                
                
                6,346
                
                
                14,652Net
                    cash (used in) operating activities
                
                
                (245,644
                )
                
                (60,109
                )
                
                (310,778
                )CASH
                    FLOWS FROM INVESTING ACTIVITIES:Purchase
                    of oil and gas properties
                
                
                (718,903
                )
                
                -
                
                
                (718,903
                )Purchase
                    of investment
                
                
                (576,252
                )
                
                -
                
                
                (576,252
                )Purchases
                    of property and equipment
                
                
                (3,223
                )
                
                (35,000
                )
                
                (38,223
                )Net
                    cash (used in) investing activities
                
                
                (1,298,378
                )
                
                (35,000
                )
                
                (1,333,378
                )CASH
                    FLOWS FROM FINANCING ACTIVITIES:Proceeds
                    from sale of common stock
                
                
                1,700,000
                
                
                -
                
                
                1,804,000Advance
                    from (to) shareholder
                
                
                10,000
                
                
                (5,000
                )
                
                10,000Net
                    cash provided by (used in) financing activities
                
                
                1,710,000
                
                
                (5,000
                )
                
                1,814,000Net
                    increase (decrease) in cash
                
                
                165,978
                
                
                (100,109
                )
                
                169,844Cash
                    and cash equivalents, beginning of period
                
                
                3,866
                
                
                103,975
                
                
                -Cash
                    and cash equivalents, end of period
                
                $
                169,844
                
                $
                3,866
                
                $
                169,844SUPPLEMENTAL
                    DISCLOSURES OF CASH FLOW INFORMATION:Cash
                    paid for interest
                
                $
                -
                
                $
                -
                
                $
                -Cash
                    paid for income taxes
                
                $
                -
                
                $
                800
                
                $
                800NONCASH
                    INVESTING AND FINANCING ACTIVITIES:Issuance
                    of common stock for royalty agreements
                
                $
                10,200,000
                
                $
                -
                
                $
                10,200,000Issuance
                    of common stock in exchange for common stock of an unaffiliated
                    entity
                
                $
                54,263,160
                
                $
                -
                
                $
                54,263,160
 
 See
          accompanying notes to financial statements.
  F-6
 TAMM
        OIL
        AND GAS CORP.
 (An
        Exploration Stage Company)
 Notes
        to
        Financial Statements
 March
        31,
        2008
 
 **Note
        1 – Organization and Basis of Presentation**
 
 ***Organization***
 
 Tamm
        Oil
        and Gas Corp., formerly Hola Communications, Inc. (the “Company”) was
        incorporated under the laws of the State of Nevada on October 10, 2005. The
        Company was formed to provide wireless broadband access in Northern Mexico
        and
        Southwestern California, starting in Tijuana, Mexico.
 
 In
        October 2007, the Company decided to discontinue its efforts to develop its
        original business plan in the telecom industry and to re-direct its focus
        to the
        oil and gas industry. In connection with this decision, the Company entered
        into
        a Letter of Intent to acquire all of the issued and outstanding shares of
        1132559 Alberta Ltd., in exchange for 15,000,000 shares of the Company's
        common
        stock, among other considerations. This transaction is still pending. 1132559
        Alberta Ltd. holds a 10% interest in 57 contiguous sections of oil sands
        leases
        and 6.5 sections of oil sands permits in the Sawn Lake area of Alberta’s Peace
        River oil. In November 2007, the Company created a wholly owned Nevada
        subsidiary for the purpose of affecting a name change from Hola Communications,
        Inc. to Tamm Oil and Gas Corp. To implement its current business plan,
        significant additional financing will be required and the Company will need
        to
        be successful in its efforts to identify, acquire and develop oil and gas
        reserves that are economically recoverable.
 
 **Note
        2 – Liquidity and Going Concern**
 
 During
        the period October 10, 2005 (inception) to March 31, 2008, no revenue was
        generated, and the Company incurred an accumulated (deficit) of $60,808,669.
        During this period the Company raised an aggregate of $1,814,000 through
        private
        placements of common stock and advances from a shareholder, and as of March
        31,
        2008, has a working capital balance of $160,113. In order for the Company
        to
        successfully implement its business plan, significant additional financing
        will
        be required. The accompanying financial statements have been prepared assuming
        the Company will continue as a going concern. During the year ending March
        31,
        2009, the Company intends to raise additional equity financing to fund future
        operations and to provide for additional working capital.
 
 The
        accompanying financial statements do not include any adjustments to reflect
        the
        possible future effects on the recoverability and classification of assets
        or
        the amounts and classifications of liabilities that may result from the possible
        inability of the Company to continue as a going concern.
 
 **Note
        3 – Summary of Significant Accounting Policies**
 
 ***Exploration
        Stage Enterprise***
 
 The
        Company is in the development stage, or exploration stage, as defined in
        Statement of Financial Accounting Standard (“SFAS”) No. 7, “Accounting and
        Reporting by Development Stage Enterprises”, with its principal activities being
        raising capital, research and development, acquiring property and equipment,
        recruiting and training personnel, developing markets and commencing
        production.
 
 ***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 that affect some of the amounts reported. Actual results could
        differ
        from those estimates.
 
 ***Cash
        and Cash Equivalents***
 
 The
        Company considers all highly liquid investments purchased with an original
        maturity of three months or less to be cash equivalents.
  F-7
  TAMM
        OIL
        AND GAS CORP.
 (An
        Exploration Stage Company)
 Notes
        to
        Financial Statements
 March
        31,
        2008
 
 ***Oil
        Sands Properties***
 
 Acquisition,
        exploration and development of oil sands mining activities are capitalized
        when
        costs are recoverable and directly result in an identifiable future benefit.
        Improvements that increase capacity or extend the useful lives of assets
        are
        capitalized. Maintenance and turnaround costs are expensed as incurred.
 
 Oil
        sands
        properties are assessed, at minimum annually, or as economic events dictate,
        for
        potential impairment. Impairment is assessed by comparing the estimated net
        undiscounted future cash flows to the carrying value of the asset. If required,
        the impairment recorded is the amount by which the carrying value of the
        asset
        exceeds its fair value.
 
 Capitalized
        costs are depleted and depreciated on the unit-of-production method based
        on the
        estimated gross proved reserves as determined by the independent petroleum
        engineers. Depletion and depreciation is calculated using the capitalized
        costs,
        including estimated asset retirement costs, plus the estimated future costs
        to
        be incurred in developing proved reserves, net of estimated salvage
        value.
 
 Costs
        of
        acquiring and evaluating unproved properties and major development projects
        are
        initially excluded from the depletion and depreciation calculation until
        it is
        determined whether or not proved reserves can be assigned to such properties.
        Costs of unproved properties and major development projects are transferred
        to
        depletable costs based on the percentage of reserves assigned to each project
        over the expected total reserves when the project was initiated. These costs
        are
        assessed periodically to ascertain whether impairment has occurred.
 
 ***Property
        and Equipment***
 
 Property
        and equipment is recorded at cost. Depreciation of assets is provided by
        use of
        a declining balance method over the estimated useful lives of the related
        assets. Expenditures for replacements, renewals, and betterments are
        capitalized. Maintenance and repairs are charged to operations as incurred.
        During the year ended March 31, 2008, the Company acquired office furniture
        and
        fixtures that was placed in service during the fourth quarter.
 
 At
        March
        31, 2007, property and equipment represented communications equipment purchased,
        but not yet placed in service. Accordingly, no depreciation expense had been
        recognized related to this equipment. Due to the change in business focus
        of the
        Company, as described in Note 1, an impairment charge of $35,000 was recorded
        during the year ended March 31, 2008, in order to reduce the carrying value
        of
        the equipment to its estimated realizable value.
 
 ***Depreciation,
        Depletion and Amortization***
 
 Capitalized
        costs of oil sands mining activities are depreciated or depleted using the
        unit
        of production method. Acquisition costs are depreciated or depleted over
        proved
        and probable reserves. All other oil sands mining assets, including extraction
        and upgrading facilities, are depreciated or depleted over proved reserves.
        Depreciation and depletion commences with commercial production.
 
 Depreciation,
        depletion and amortization rates for all capitalized costs associated with
        all
        of the Company's activities are reviewed, at minimum annually, or when events
        or
        conditions occur which impact capitalized costs, reserves or estimated service
        lives.
 
 ***Fair
        Value of Financial Instruments***
 
 The
        Company’s financial instruments are cash and cash equivalents, receivable from
        affiliated entity, accounts payable and accrued liabilities, and advance
        from
        shareholder. The recorded values of these financial instruments approximate
        their fair values based on their short-term nature.
  F-8
  TAMM
        OIL
        AND GAS CORP.
 (An
        Exploration Stage Company)
 Notes
        to
        Financial Statements
 March
        31,
        2008
 
 ***Foreign
        Currency Translation***
 
 The
        functional currency for the Company’s financial statements is the United States
        dollar. Due to the Company’s foreign operations, certain transactions have been
        completed in Canadian dollars. Gains or losses resulting from foreign currency
        transactions are included in foreign exchange gains (losses) in the statements
        of operations.
 
 ***Revenue
        Recognition***
 
 Revenues
        from the sale of petroleum and natural gas are recorded when title passes
        from
        the Company to its petroleum and/or natural gas purchaser and collectibility
        is
        reasonably assured. The Company will begin recording revenue once it is
        determined there are proved reserves and production commences.
 
 ***Net
        (Loss) per Common Share***
 
 The
        Company calculates net income (loss) per share as required by Statement of
        Financial Accounting Standard (“SFAS”) No. 128, “Earnings per Share.” Basic
        earnings (loss) per share is calculated by dividing net income (loss) by
        the
        weighted average number of common shares outstanding for the period. Diluted
        earnings (loss) per share is calculated by dividing net income (loss) by
        the
        weighted average number of common shares and dilutive common stock equivalents
        outstanding. During the periods when they are anti-dilutive, common stock
        equivalents, if any, are not considered in the computation. The impact of
        outstanding warrants has not been included as it would be anti-dilutive.
 .
 ***Income
        Taxes***
 
 The
        Company accounts for income taxes using the asset and liability method. Under
        this method deferred tax assets and liabilities are recognized for the future
        tax consequences attributable to differences between the financial statement
        carrying amounts of existing assets and liabilities and their respective
        tax
        basis and operating loss and tax credit carryforwards. Deferred tax assets
        and
        liabilities are measured using enacted tax rates expected to apply to taxable
        income in the years in which those temporary differences are expected to
        be
        recovered or settled. The effect on deferred tax assets and liabilities of
        a
        change in tax rates is recognized in income in the period that includes the
        enactment date. A valuation allowance is recognized against deferred tax
        assets
        when it is more likely than not that the assets will not be
        realized.
 
 In
        June
        2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
        No. 48, *"Accounting
        for Uncertainty in Income Taxes - an interpretation of FASB Statement No.
        109,"* (FIN
        48). FIN 48 clarifies the accounting for uncertainty in tax positions and
        requires that a Company recognize in its financial statements the impact
        of a
        tax position, if that position is more likely than not of being sustained
        on
        audit, based on the technical merits of the position. The provisions of FIN
        48
        are effective for fiscal years beginning after December 15, 2006. The adoption
        of this standard, effective April 1, 2007, did not have a material impact
        on the
        Company's financial position, results of operations, or cash flows.
 
 ***Asset
        Retirement Obligations***
 
 The
        Company accounts for reclamation costs under the provisions of SFAS No. 143,
        “Accounting for Asset Retirement Obligations” (SFAS No. 143). SFAS No. 143
        addresses financial accounting and reporting for obligations associated with
        the
        retirement of tangible long-lived assets and the associated asset retirement
        costs. Specifically, the Statement requires that retirement obligations be
        recognized when they are incurred and displayed as liabilities with the initial
        measurement being at the present value of estimated third party costs. In
        addition, the asset retirement cost is capitalized as part of the assets’
carrying value and subsequently allocated to expense over the assets’ useful
        lives. There are no changes in the carrying amounts of the asset retirement
        obligations as no expenses have yet been incurred.
  F-9
  TAMM
        OIL
        AND GAS CORP.
 (An
        Exploration Stage Company)
 Notes
        to
        Financial Statements
 March
        31,
        2008
 
 ***Evaluation
        of Impairment of Long-Lived Assets***
 
 In
        accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
        Long-Lived Assets,” an impairment loss is recognized in net earnings if the
        carrying amount of a cost center exceeds the cost center ceiling”. The carrying
        amount of the cost center includes the capitalized costs of proved oil and
        natural gas properties, net of accumulated depletion and deferred income
        taxes
        and the cost center ceiling is the present value of the estimated future
        net
        case flows, using year end unescalated prices, from proved oil and natural
        gas
        reserves discounted at ten percent (net of related tax effects) plus the
        lower
        of cost or fair value of unproved properties included in the costs being
        amortized (and/or the costs of unproved properties that have been subject
        to a
        separate impairment test and contain no probable reserves).
 
 ***Credit
        and concentration risks***
 
 Financial
        instruments which potentially subject the company to credit risk consist
        of cash
        and cash equivalents and receivable from affiliated entity. Cash and cash
        equivalents are maintained with a reputable and major financial
        institution.
 
 **Note
        4 – Receivable from an Affiliated Entity**
 
 In
        connection with the October 2007 Letter of Intent to acquire all of the issued
        and outstanding shares of 1132559 Alberta Ltd. (“Alberta”) referred to above,
        the Company purchased advances due to shareholders of Alberta, directly from
        the
        shareholders for $576,252. The amount is recorded as receivable from an
        affiliated entity as Alberta and Tamm have officers and/or directors in common.
        The advances were purchased for their face amounts, and they have no terms
        of
        repayment. An engineering report estimates that properties Alberta has a
        10%
        interest in, have approximately 794 million barrels of heavy oil, which secures
        the recoverability of the receivable.
 
 **Note
        5 – Income Taxes**
 
 Deferred
        income taxes reflect the net tax effects of temporary differences between
        the
        carrying amounts of assets and liabilities for financial reporting and tax
        purposes. Significant components of the Company’s deferred tax assets as of
        March 31, 2008 and 2007 are as follows:
 
 **2008**
              
              **2007**Deferred
                  tax assets:Net
                  operating losses
              
              $
              121,370
              
              $
              28,200Total
                  gross deferred tax assets
              
              
              121,370
              
              
              28,200Less
                  valuation allowance
              
              
              (121,370
              )
              
              (28,200
              )Net
                  deferred tax asset
              
              $
              —
              
              $
              —
 
 The
        ultimate realization of deferred tax assets depends upon the generation of
        future taxable income during the periods in which those temporary differences
        become deductible. At March 31, 2008, the Company has available net operating
        loss carry forwards of approximately $345,000 for federal and state income
        tax
        purposes. The net operating losses will expire through 2028 and 2018 for
        federal
        and state income tax purposes, respectively. The ultimate realization of
        the net
        operating losses may be limited if an ownership change occurs under Internal
        Revenue Code section 382. The Company has fully reserved the tax benefit
        of the
        temporary differences as the likelihood of realization of the benefit can
        not be
        established.
  F-10
  TAMM
        OIL
        AND GAS CORP.
 (An
        Exploration Stage Company)
 Notes
        to
        Financial Statements
 March
        31,
        2008
 
 At
        March
        31, 2008 and 2007, the Company’s tax provision consists of:
 
 **2008**
              
              **2007**CurrentFederal
              
              $
              —
              
              $
              —State
              
              
              
              
              
              800—
              
              
              800DeferredFederal
              
              
              —
              
              
              —State
              
              
              —
              
              
              ——
              
              
              —Total
              
              $
              —
              
              $
              800
 
 For
        the
        years ended March 31, 2008 and 2007, the provision (benefit) for income taxes
        reconciles to the amount computed by applying the federal statutory rate
        to
        (loss) before provision for income taxes as follows:
 
 **2008**
              
              **2007**Computed
                  expected federal tax benefits
              
              $
              (20,650,600
              )
              $
              (23,300
              )Permanent
                  difference, impairment of certain investments
              
              
              20,557,430
              
              
              —State
                  and local income taxes, net of federal benefit
              
              
              —
              
              
              (3,300
              )Change
                  in valuation reserve
              
              
              93,170
              
              
              27,400Provision
                  for income taxes
              
              $
              —
              
              $
              800
 
 **Note
        6 – Capital stock and Warrants**
 
 ***Preferred
        Stock***
 
 The
        Company has authorized the issuance of 1,000,000 shares of preferred stock,
        par
        value $.001 per share. The Board of Directors of the Company has broad
        discretion to create one or more series of preferred stock and determine
        the
        rights, preferences, and privileges of any such series. No preferred stock
        was
        issued or outstanding as of March 31, 2008 or 2007.
 
 ***Common
        Stock***
 
 The
        Company initially authorized the issuance of 50,000,000 shares of common
        stock,
        par value $.001. The common stock was split on November 13, 2007 in a 15:1
        forward split, resulting in total authorized shares of 750,000,000 shares
        of
        common stock, par value $.001 per share. All share amounts have been restated
        as
        if the split had occurred October 10, 2005.
 
 In
        October 2005, the Company issued an aggregate of 60,000,000 shares of common
        stock, at a price of $.0067 per share to the founding shareholders for aggregate
        proceeds to the Company of $4,000 cash. In March 2006, the Company completed
        a
        private placement offering of 30,000,000 shares of common stock to private
        investors at a price of $.003 per share, for aggregate proceeds to the Company
        of $100,000 cash.
 
 In
        August
        2007, the Company closed a private placement consisting of 1,500,000 shares
        of
        the Company’s common stock at a price of $.067 per share, for the aggregate
        proceeds of $100,000 cash.
  F-11
  TAMM
        OIL
        AND GAS CORP.
 (An
        Exploration Stage Company)
 Notes
        to
        Financial Statements
 March
        31,
        2008
 
 On
        November 26, 2007, the Company entered into an agreement to purchase interests
        in certain royalty agreements in exchange for 4,000,000 shares of common
        stock.
        The market price of the common stock on the date of the agreement was $2.55
        per
        share. Accordingly, the purchase was recorded at $10,200,000 for the value
        of
        shares issued. However, subsequent information obtained yielded an estimated
        recoverable value of $4,000,000, which resulted in a charge to impairment
        expense of $6,200,000. (See Note 11.)
 
 During
        the year ended March 31, 2008, the Company sold a total of 1,280,000 units,
        at
        the rate of $1.25 per unit, in private placement transactions for $1,600,000.
        Each unit consists of one common share of the Company and one warrant. Each
        warrant entitles the warrant holder to exchange one warrant for one common
        share
        at a price of $1.75 per share for a period of two years.
 
 On
        December 27, 2007, the Company issued 21,533,000 shares of common stock to
        individual shareholders of Deep Well Oil & Gas, Inc. (DWOG) in exchange for
        21,533,000 shares of DWOG common stock. The trading price of Tamm common
        stock
        on the date of the transaction was $2.52 per share, resulting in a value
        of
        $54,263,160 for the shares issued. Under the provisions of SFAS No. 144,
        “Accounting for the Impairment or Disposal of Long-Lived Assets,” an impairment
        reserve of $54,263,160 was recorded as it was determined the shares of DWOG
        had
        nominal value. Subsequent to year end, the shares will be returned to the
        Company in exchange for the return of the shares of DWOG. The shares will
        be
        retired at par value. Accordingly, the impairment reserve has been recognized
        as
        a permanent difference for income tax purposes. (See Note 9.)
 
 ***Warrants***
 
 During
        the year ended March 31, 2008, warrants to purchase 1,280,000 shares of the
        common stock of the Company were issued. No warrants to purchase shares were
        exercised. Stock warrant activity, for the years ended March 31, 2008 and
        2007
        are as follows:
  Stock
                  WarrantsWeightedExerciseShares
              
              PriceOutstanding
                  at March 31, 2006
              
              
              —
              
              $
              —Granted
              
              
              —
              
              
              —Outstanding
                  at March 31, 2007
              
              
              —
              
              
              —Granted
              
              
              1,280,000
              
              $
              1.75Canceled
              
              
              —
              
              
              —Expired
              
              
              —
              
              
              —Exercised
              
              
              —
              
              
              —Outstanding
                  at March 31, 2008
              
              
              1,280,000
              
              $
              1.75
  F-12
  TAMM
        OIL
        AND GAS CORP.
 (An
        Exploration Stage Company)
 Notes
        to
        Financial Statements
 March
        31,
        2008
 
 Stock
        warrants outstanding and exercisable at March 31, 2008, are as follows:
 Outstanding and Exercisable WarrantsWeighted
                
                WeightedExercise
                
                
                
                Average
                
                AveragePrice
                
                
                
                Contractual
                
                ExerciseRange
                
                Number
                
                Life
                
                Price$
                1.75
                
                
                1,280,000
                
                
                1.69
                
                $
                1.75
 
 **Note
        7 – Oil Sands Properties**
 
 ***Peace
        River Purchase***
 
 On
        January 9, 2008 the Company purchased 21 sections of oil sands leases in
        the
        Peace River region of northern Alberta for $718,903. The Company has received
        an
        engineering report for the determination of significant quantities of heavy
        oil
        in place. On May 28, 2008, the Company purchased an additional 14 sections
        of
        oil sands leases in the Peace River region of northern Alberta for $372,721
        that
        are adjacent to the existing 21 sections of oil sands leases. With this latest
        acquisition, the Company now has a 100% working interest in 35 sections,
        or
        approximately 22,400 acres. An independent engineering report has recently
        been
        commissioned on the newly acquired adjacent 14 sections of leases, and for
        the
        determination of heavy oil in place for the entire 35 sections.
 
 **Note
        8 – Recent Accounting Pronouncements**
 
 ***Business
        Combinations***
 
 In
        December 2007, the FASB issued SFAS No. 141 (R), “Business Combinations.” SFAS
        No. 141R establishes principles and requirements for how the acquirer of
        a
        business recognizes and measures in its financial statements the identifiable
        assets acquired, the liabilities assumed, and any noncontrolling interest
        in the
        acquiree. SFAS 141R also provides guidance for recognizing and measuring
        the
        goodwill acquired in the business combination and determines what information
        to
        disclose to enable users of the financial statements to evaluate the nature
        and
        financial effects of the business combination. The guidance will become
        effective as of the beginning of the Company’s fiscal year beginning after
        December 15, 2008. The Company has not yet determined the impact, if any,
        of
        SFAS 141R on its consolidated financial statements.
 
 ***Noncontrolling
        Interests in Consolidated Financial Statements***
 
 In
        December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
        Consolidated Financial Statements—an amendment of ARB No. 51.” SFAS No. 160
        establishes accounting and reporting standards for the noncontrolling interest
        in a subsidiary and for the deconsolidation of a subsidiary. The guidance
        will
        become effective as of the beginning of the Company’s fiscal year beginning
        after December 15, 2008. The Company has not yet determined the impact, if
        any,
        of SFAS No. 160 on its consolidated financial statements.
 
 ***Disclosures
        about Derivative Instruments and Hedging Activities***
 
 In
        March
        2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
        and Hedging Activities.” The new standard is intended to improve financial
        reporting about derivative instruments and hedging activities by requiring
        enhanced disclosures to enable investors to better understand their effects
        on
        an entity’s financial position, financial performance, and cash flows. It is
        effective for financial statements issued for fiscal years and interim periods
        beginning after November 15, 2008, with early application encouraged. The
        Company has not yet determined the impact, if any, of SFAS No. 161 on its
        consolidated financial statements.
  F-13
  TAMM
        OIL
        AND GAS CORP.
 (An
        Exploration Stage Company)
 Notes
        to
        Financial Statements
 March
        31,
        2008
 
 ***GAAP
        Hierarchy***
 
 In
        May
        2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
        Accounting Principles." The current GAAP hierarchy, as set forth in the American
        Institute of Certified Public Accountants (AICPA) Statement on Auditing
        Standards No. 69, The Meaning of Present Fairly in Conformity With Generally
        Accepted Accounting Principles, has been criticized because (1) it is directed
        to the auditor rather than the entity, (2) it is complex, and (3) it ranks
        FASB
        Statements of Financial Accounting Concepts. The FASB believes that the GAAP
        hierarchy should be directed to entities because it is the entity (not its
        auditor) that is responsible for selecting accounting principles for financial
        statements that are presented in conformity with GAAP. Accordingly, the FASB
        concluded that the GAAP hierarchy should reside in the accounting literature
        established by the FASB and is issuing this Statement to achieve that result.
        This Statement is effective 60 days following the SEC’s approval of the Public
        Company Accounting Oversight Board amendments to AU Section 411, The Meaning
        of
        Present Fairly in Conformity With Generally Accepted Accounting Principles.
        The
        adoption of SFAS No. 162 is not expected to have a material impact on the
        Company’s financial position.
 
 **Note
        9 – Contingencies**
 
 The
        Company is a defendant in pending litigation by Deep Well Oil & Gas, Inc.
        ("DWOG") in the United States District Court of Nevada. The litigation involves
        an alleged breach by the Company of federal securities law requirements for
        an
        alleged tender offer to DWOG shareholders, in addition to claims for fraud
        and
        defamation relating to certain press releases and securities law filings
        of the
        Company. The complaint seeks injunctive relief and unspecified damages. The
        Company's position is that the transactions which are the subject of the
        litigation were private stock exchange agreements between the Company and
        certain DWOG shareholders and did not constitute a tender, offer. The Company
        denies the other allegations in the Complaint as well. The Company has filed
        a
        motion to dismiss which the court is scheduled to hear on July 24, 2008.
        The
        parties have conducted limited discovery and are briefing DWOG's pending
        motion
        also for a preliminary injunction. A hearing on that motion is scheduled
        for
        July 24, 2008. On July 1, 2008, the Company entered into an agreement with
        the
        shareholders and the DWOG shares will be returned to the former shareholders
        and
        the Tamm shares will be returned to Tamm and retired.
 
 **Note
        10 –** **Comparative
        Financial Information**
 
 Certain
        amounts of the comparative period are reclassified to conform to the current
        year presentation.
 
 **Note
        11 – Royalty Agreements**
 
 On
        November 26, 2007, Tamm entered into an agreement to purchase certain royalty
        agreements for consideration of the issuance of 4,000,000 shares of Tamm’s
        common stock described above. The Company acquired the right, title, and
        interest in a royalty agreement made between Mikwec Energy Canada Ltd. and
        Nearshore Petroleum Corporation dated December 12, 2003.
 
 **Note
        12 – Commitments**
 
 In
        January 2008, the Company entered into consulting agreements with certain
        of its
        officers and directors. The agreements are month-to-month; cancellable with
        30
        days notice by either party. The President/Director receives approximately
        $70.00 per hour and the Vice President of Operations/Director is paid
        approximately $7,000 per month, totaling $21,000 for the year. The former
        President and Chairman received $5,000 per month through June 2008. The Company
        paid $89,595 under these agreements in the aggregate during the year ended
        March
        31, 2008.
  F-14




**Item
      9. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure** ****




There 
      was no disagreement with our accountants and auditors on any matters of
      accounting principles, practices or financial disclosures during 2007 and 2008
      through the present.




**Changes
      in our Certifying Accountant**




Effective
      January 30, 2008, Squar, Milner, Peterson, Miranda & Williamson, LLP (“Squar
      Milner”) was dismissed as our independent registered public accounting firm. On
      the same day, we engaged Stark Winter Schenkein & Co., LLP (“Stark Winter”),
      as our independent registered public accounting firm. Our Board of Directors
      approved the appointment of Stark Winter Schenkein & Co., LLP as our new
      independent registered public accounting firm.




During
      the most recent two fiscal years and subsequent interim periods prior to the
      dismissal of Squar Milner, we had not consulted with Stark Winter on any issue,
      including the application of accounting principles to a specified transaction,
      either completed or proposed, or the type of audit opinion that might be
      rendered on our financial statements. Further, Stark Winter neither provided
      us
      with a written report nor oral advice that was an important factor considered
      by
      us in reaching a decision as to its accounting, auditing or financial reporting
      issues.




No
      report
      of Squar Milner on our financial statements for either of the past two fiscal
      years contained an adverse opinion, a disclaimer of opinion or a qualification
      or was modified as to uncertainty, audit, scope or accounting principles, except
      that in our Form 10-KSB for our Fiscal Year ending March 31, 2007, the financial
      statements audited by Squar Milner contained a going concern explanatory
      paragraph.




During
      our two most recent fiscal years and any subsequent interim periods through
      the
      date of their dismissal, we did not have any disagreement on any matter of
      accounting principles or practices, financial statement disclosure or auditing
      scope or procedure, which disagreement, if not resolved to the satisfaction
      of
      Squar Milner would have caused it to make reference in connection with its
      report on our financial statements to the subject matter of this
      disagreement.




**Item
      9A. Controls and procedures**




Our President
      and Chief Financial Officer evaluated our disclosure controls and procedures
      on
      March 31, 2008 as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934. Based on this evaluation, the President and Chief
      Financial Officer concluded that our disclosure controls and procedures are
      effective in connection with our filing of our annual report on Form 10-K for
      the year ended March 31, 2008.




23




**Changes
      in internal controls.**




There
      were no significant changes in our internal controls or in other factors that
      could significantly affect these internal controls subsequent to the date of
      their evaluation.




**Management's
      Report on Internal Control Over Financial Reporting**




Internal
      control over financial reporting refers to the process designed by, or under
      the
      supervision of, our President and Chief Financial Officer, and effected by
      our Board of Directors, management and other personnel, to provide reasonable
      assurance regarding the reliability of financial reporting and the preparation
      of financial statements for external purposes in accordance with generally
      accepted accounting principles, and includes those policies and procedures
      that:




Pertain
                to the maintenance of records that in reasonable detail accurately
                and
                fairly reflect the transactions and dispositions of our assets;




Provide
                reasonable assurance that transactions are recorded as necessary
                to permit
                preparation of financial statements in accordance with generally
                accepted
                accounting principles, and that our receipts and expenditures are
                being
                made only in accordance with authorization of our management and
                directors; and




Provide
                reasonable assurance regarding prevention or timely detection of
                unauthorized acquisitions, use or disposition of our assets that
                could
                have a material effect on the financial statements.




Internal
      control over financial reporting cannot provide absolute assurance of achieving
      financial reporting objectives because of its inherent limitations. It is a
      process that involves human diligence and compliance and is subject to lapses
      in
      judgment and breakdowns resulting from human failures. It also can be
      circumvented by collusion or improper management override.




Because
      of such limitations, there is a risk that material misstatements may not be
      prevented or detected on a timely basis by internal control over financial
      reporting. However, these inherent limitations are known features of the
      financial reporting process. Therefore, it is possible to design into the
      process certain safeguards to reduce, though not eliminate, this risk.
      Management is responsible for establishing and maintaining adequate internal
      control over our financial reporting.




Management
      has used the framework set forth in the report entitled Internal Control -
      Integrated Framework published by the Committee of Sponsoring Organizations
      of
      the Treadway Commission, known as COSO, to evaluate the effectiveness of our
      internal control over financial reporting. Based upon this assessment,
      management has concluded that our internal control over financial reporting
      was
      effective as of and for the year ended March 31, 2008 with no
      exceptions.




24






We
      are
      not an "accelerated filer" for the 2008 fiscal year because it is qualified
      as a
      "small business issuer". Hence, under current law, the internal controls
      certification and attestation requirements of Section 404 of the Sarbanes-Oxley
      act will not apply to us. This Annual Report on Form 10-K does not include
      an
      attestation report of our registered public accounting firm regarding internal
      control over our financial reporting. Management's report was not subject to
      an
      attestation by our registered public accounting firm pursuant to the temporary
      rules of the Securities Exchange Commission that permit us to provide only
      management's report in this Annual Report on Form 10-K.




**Item
      9B. Other information** ****




We
      have
      disclosed all information required to be disclosed on reports on Form 8-K during
      the fourth quarter of the year covered by this report and after our March 31,
      2008 year end.




**PART
      III**




**Item
      10. Directors and executive officers of the Company and compliance with Section
      16(a) of the Exchange Act**




**(a)
      Identification of directors and executive officers**




The
      following table sets forth certain information concerning our directors and
      executive officers (including of our subsidiaries) as of the filing of this
      Form
      10-K.




**Name**
            
            **Age**
            
            **Position**
            
            **Term
                of Office Since**Wiktor
                Musial
            
            48
            
            President,
                Secretary, Treasurer, Director
            
            1/07/08Gerald
                Vikse
            
            54
            
            VP
                Operations, Director
            
            1/07/08William
                Tighe
            
            59
            
            Chairman
                of Board, Director
            
            11/27/07Sean
                Dickenson
            
            34
            
            Director
            
            5/3/07




25




Executive
      officers are elected at annual meetings of the shareholders or are appointed
      by
      the board of directors. Each such officer holds office for one year or until
      a
      successor has been duly appointed, elected and qualified or until death,
      resignation or removal.




No
      arrangement exists between any of the above officers and directors pursuant
      to
      which any one of those persons was elected to such office or position.




Directors
      hold office until the next meeting of shareholders and until a successor is
      elected and qualified, or until their resignation.




**Business
      experience**




A
      summary
      of the business experience of each of our officers or directors appears below:




**William
      Tighe, Chairman of Board, Director**





On
      November 27, 2007 we appointed William Tighe to our board of directors as
      Chairman. Mr. Tighe is the Chief Operating Officer, President, Director and
      acting CEO of Kodiak Energy, Inc. For more than 30 years, Mr. Tighe has been
      employed and/or consulted on operational, project management, design and
      construction matters for Canadian and international oil and gas companies in
      roles that included operations, operations development, maintenance,
      commissioning and start-up and management. Since 2005, Mr. Tighe has primarily
      focused on developing Kodiak’s business interests. During 2004, Mr. Tighe worked
      for Suncor Energy Ltd as a business services manager in Growth Planning and
      Development. From 2000-2004 Mr. Tighe worked for Petro China International
      as
      operations development and commissioning manager. Mr. Tighe attended the
      University of Calgary where he studied general science and computer science.
      He
      holds an inter-provincial power engineering certification II class.




**Wiktor
      Musial, President, Secretary, Treasurer and Director**





On
      January 7, 2008, our Board of Directors appointed Wiktor Musial, as our
      President/Secretary/Treasurer and as a member of our Board of Directors. From
      May 2007 to January 2008, Mr. Musial was a Senior Electrical Instrumentation
      Technician with DKD Oilfield Solutions, a Calgary oil and gas service firm
      located in Calgary, Canada, where he completed international instrumentation
      and
      control projects on behalf of DKD Oilfield Solutions. From October 2006 to
      January 2007, Mr. Musial was a Senior Electrical Technician with Segment
      Engineering, an


engineering/procurement/construction/maintenance
      firm located in Calgary, Canada, where he completed on behalf of Segment
      Engineering, Quality Assurance/Quality Control of instrumentation and electrical
      systems, site acceptance and testing of equipment, and the start-up of a heavy
      oil SAGD (Steam Assisted Gravity Drainage) in Alberta, Canada. From January
      2003
      to September 2006, Mr. Musial was a Senior Technician for Emerson Process
      Management, an US engineering firm with an office in Calgary, Canada. where
      he
      performed inspection and testing of oil and gas related installations for Exxon
      Mobil US on location in Russia and South Korea. Mr. Musial has an additional
      six
      years of experience as a Senior Technician, and has performed electrical
      installations, testing, maintenance, repairs, and inspection activities in
      the
      chemical, petrochemical, manufacturing, food and beverage production industries.
      In 2002, Mr. Musial received his Certificate of Proficiency as a Journeyman
      Electrician from the Alberta Apprenticeship and Industry Training Board. In
      1978, Mr. Musial received a Certificate of Qualification as an Electro-Mechanic
      of Industrial Machinery from the Poland Technical College in Gorzow,
      Poland.




26




**Gerald
      Vikse, Vice President of Operations, Director**





On
      January 7, 2008, our Board of Directors appointed Gerald Vikse as a member
      of
      our board of directors, and as our Vice President of Operations. Mr. Vikse’s
      term as our director is until our next annual meeting. From March 2004 to
      January 2008, Mr. Vikse has been employed as a Program Manager and
      Integration/CSU Manager for Suncor Energy, Inc. (Suncor”), an oil and gas firm
      located in Calgary, Alberta, Canada, in connection with the Millennium Coker
      Unit and Firebag SAGD expansion projects.





From
      July
      2002 to December 2003, Mr. Vikse was a Commissioning and Start- Up Supervisor
      with KBR, Inc., an engineering construction and services firm located in Houston
      Texas, in connection with the MLNG TIGA project that was based in
      Malaysia.





From
      1998
      to 2002, Mr. Vikse was employed by Ras Gas, an LNG producer in Qatar, as a
      Start-up Supervisor and for their initial LNG Trains, and later worked with
      their project management team as Operations Advisor for subsequent expansion
      projects. Prior to 1998, Mr. Vikse worked in gas processing plants in Alberta
      in
      the Operations department, progressing through various job levels to management.
      In November 2004, Mr. Vikse received his Master of Science Degree in Engineering
      at the University of Aberdeen in Scotland, and holds an inter-provincial power
      engineering certification II class.




**Sean
      Dickenson, Director**




Mr.
      Dickenson has been our Director since May 3, 2007. From May 3, 2007 to January
      6, 2008, Mr. Dickenson was our President/Secretary/Treasurer until his
      resignation on January 7, 2008. Mr. Dickenson is an Independent Financial
      Consultant involved in the administration of Public Companies with nine years
      of
      experience in corporate management and finance. From September 2006 to present,
      Mr. Dickenson has been a Communications Consultant with Source Petroleum, Inc.,
      an oil and gas firm located in Calgary, Alberta. From April 2003 to February
      2007 he was in charge of Partner Development at Business Objects SA. From
      February 2002 to April 2003, Mr. Dickenson was an Investment Advisor with RBC
      Dominion Securities Inc., a registered broker dealer with the Securities and
      Exchange Commission. In 1996, Mr. Dickenson graduated from the University of
      Waterloo with a BA in Economics.




27




**Item
      5.02 Departure of Directors or Certain Officers; Election of Directors;
      Appointment of Certain Officers; Compensatory Arrangements of Certain
      Officers**




On
      November 27, 2007, we appointed William Tighe as our Chairman of the Board
      of
      our Board of Directors.





On
      January 7, 2008, Sean Dickenson resigned as our President, Secretary, and
      Treasurer. Mr. Dickenson was appointed as our Director on May 3, 2007 and is
      still our director.





On
      January 7, 2008, our Board of Directors appointed Gerald Vikse, as a member
      of
      our board of directors, and as our Vice President of Operations.




On
      January 7, 2008, our Board of Directors appointed Wiktor Musial, as our
      President/Secretary/Treasurer and as a member of our Board of Directors.




**Family
      relationships**




There
      are
      no family relationships between or amongst any of our directors or executive
      officers.




**Involvement
      in certain legal proceedings**




None
      of
      our executive officers or directors has been involved in or is subject to any
      of
      the following legal proceedings:




(1)
      A
      petition under the Federal bankruptcy laws or any state insolvency law that
      was
      filed by or against, or a receiver, fiscal agent or similar officer was
      appointed by a court for the business or property of such person, or any
      partnership in which he was a general partner at or within two years before
      the
      time of such filing, or any corporation or business association of which he
      was
      an executive officer at or within two years before the time of such filing;




(2)
      No
      such person was convicted in a criminal proceeding or is a named subject of
      a
      pending criminal proceeding (excluding traffic violations and other minor
      offenses);




28




(3)
      No
      such person was the subject of any order, judgment, or decree, not subsequently
      reversed, suspended or vacated, of any court of competent jurisdiction,
      permanently or temporarily enjoining him from, or otherwise limiting, the
      following activities: Acting as a futures commission merchant, introducing
      broker, commodity trading advisor, commodity pool operator, floor broker,
      leverage transaction merchant, any other person regulated by the Commodity
      Futures Trading Commission, or an associated person of any of the foregoing,
      or
      as an investment adviser, underwriter, broker or dealer in securities, or as
      an
      affiliated person, director or employee of any investment company, bank, savings
      and loan association or insurance company, or engaging in or continuing any
      conduct or practice in connection with such activity; engaging in any type
      of
      business practice; or engaging in any activity in any activity in connection
      with the purchase or sale of any security or commodity or in connection with
      any
      violation of Federal or State securities laws or Federal commodities laws;




(4)
      No
      such person was the subject of any order, judgment or decree, not subsequently
      reversed, suspended or vacated, of any Federal or State authority barring,
      suspending or otherwise limiting for more than 60 days the right of such person
      to engage in any activity described in paragraph (f)(3)(i) of this section,
      or
      to be associated with persons engaged in any such activity;




(5)
      No
      such person was found by a court of competent jurisdiction in a civil action
      or
      by the Commission to have violated any Federal or State securities law, and
      the
      judgment in such civil action or finding by the Commission has not been
      subsequently reversed, suspended, or vacated; or




(6)
      No
      such person was found by a court of competent jurisdiction in a civil action
      or
      by the Commodity Futures Trading Commission to have violated any Federal
      commodities law, and the judgment in such civil action or finding by the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended or vacated.




**Corporate
      Governance:**




**(a)
      Director Independence**




See
      our
      disclosure at page 33 under Item 13.




**(b)
      Committees**




We
      do not
      have audit, nominating, or compensation committees or committees performing
      similar functions nor a written nominating, compensation of audit committee
      charter. Our Board of Directors as a whole decides such matters, including
      those
      that would be performed by a standing nominating committee. Our Board of
      Directors has not adopted any processes or procedures for considering executive
      and director compensation. We have not yet adopted an audit, compensation,
      or
      nominating committees because we have not sufficiently developed our operations
      and have generated no revenues during the past three years. Additionally, we
      do
      not currently have any specific or minimum criteria for the election of nominees
      to our Board of Directors nor do we have any process or procedure for evaluating
      such nominees.




**(c)
      Shareholder Communications**




Our
      Board
      of Directors does not have any defined policy or procedure requirements for
      our
      stockholders to send communications to our Board of Directors, including
      submission of recommendations for nominating directors. We have not yet
      adopted a process for our security holders to communicate with our Board of
      Directors because we have not sufficiently developed our operations and
      corporate governance structure.




29




**(d)
      Board of Director Meetings.**




During our
      fiscal year ended March 31, 2008, our Board of Directors met on February 14,
      2008.




**(e)
      Annual Shareholder Meetings**




During
      our Fiscal Year 2008, we did not conduct an annual shareholder meeting.




**(f)
      Code of ethics**




We
      have
      not yet adopted a Code of Ethics.




**Section
      16(a) beneficial ownership reporting compliance**




Section
      16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      requires our officers and directors, and persons who own more than 10% of a
      registered class of our equity securities, to file reports of ownership and
      changes in ownership of our equity securities with the Securities and Exchange
      Commission. Officers, directors and greater-than-ten-percent shareholders are
      required by Securities and Exchange Commission regulations to furnish us with
      copies of all Section 16(a) filings.




Based
      solely on our review of Forms 3, 4 and 5 available to us and, where applicable,
      written representations from directors, officers and 10% stockholders that
      no
      form is required to be filed, we believe that no director, officer or beneficial
      owner of more than 10% of its common stock failed to file such reports required
      pursuant to Section 16(a) of the Exchange Act with respect to fiscal year ended
      March 31, 2008; however, some reports were not filed on a timely
      basis.




It em
      11.
      Executive compensation




**(a)
      and (b) Summary compensation table**




The
      following table sets forth information regarding compensation paid to our
      Executive Officers which received in excess of $100,000 in compensation for
      the
      years ended March 31, 2007 and 2008. No other person who currently is one
      of our executive officers, earned salary and bonus compensation exceeding
      $100,000 during any of the last three years.




30




The
      table
      below includes all compensation paid to them during the years
      stated.




Long
                Term CompensationAnnual
                Compensation
            
            AwardsName
                & Title
            
            Year
            
            Salary
            
            Bonus
            
            Restricted
                Stock
            
            Securities
              Underlying
              Options &
              SARS
            
            All other
              compensationSean
                Dickenson
            
            
            2007
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            35,000
            *Director
            
            
            2008
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            60,000
            *Gerald
                Vikse
            
            
            2007
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0VP-Operations
              Director
            
            
            2008
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            21,433
            *Wiktor
                Musial
            
            
            2007
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0President/Secretary
              Treasurer
            
            
            2008
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            8,162
            *William
                Tighe
            
            
            2007
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Chairman
                of the Board
            
            
            2008


* All
        Other
        Compensation paid was for consulting services rendered




**(c)**  **Options/SAR
      granted during year-ended March 31, 2008.**




None




**(d)**  **Aggregated
      option/SAR exercises and fiscal year-end option/SAR value
      table**




There
      were no stock options exercised during the year ended March 31,
      2008.




**(e)**  **Long
      term incentive plan — awards in last fiscal year**




None




**(f)
      Defined benefit or actuarial plan disclosure**




We
      do not
      pay medical insurance premiums for our employees. We currently have no stock
      ownership or other profit sharing, defined benefit, actuarial or pension plans,
      nor life insurance or any other benefit plan for our employees. We have no
      retirement plans, and therefore, have made no contributions to any such plan
      on
      behalf of names officers.




**(g)
      Compensation of directors**




Except
      as
      described herein, none of our officers or directors has been or is being paid
      any cash compensation, or is otherwise subject to any deferred compensation
      plan, bonus plan or any other arrangement and understanding whereby such person
      would obtain any cash compensation for his services for and on our
      behalf.




31




**(h)    Employment
      contracts and termination of employment and change-in-control
      arrangements**




We
      have
      no such contracts or arrangements. We have no compensatory plan or arrangement
      regarding any executive officer which plan or arrangement results or will result
      from the resignation, retirement or any other termination of such individual’s
      employment with us, or from a change in control of us or a change in the
      individual’s responsibilities following a change in control.




**(i)
      Report on re-pricing of options/SARs**




We
      did
      not re-price any options previously granted during the year ended March 31,
      2007.




**Item
      12. Security ownership of certain beneficial owners and management and related
      stockholder matters**




**(a)
      and (b) Security ownership of certain beneficial owners and management**




We
      have
      only two
      classes of
      outstanding voting securities, our common stock and preferred stock.




The
      following tables set forth information regarding the ownership of our
      outstanding common stock as of the filing of this report by: (a) each person
      known by management to own, beneficially or of record, more than five percent
      (5%) of our common stock; (b) each director; (c) each executive officer named
      in
      the Compensation Table set forth later in this report; and (d) all of our
      directors and executive officers as a group.




The
      following tables assume, based on our stock records, that there are 118,313,000
      shares of our common stock, $0.001 par value, currently issued and outstanding.
      As noted on page 15 of this Form 10-K, we rescinded our December 27, 2007
      share issuance of 21,533,000 shares of our common stock to 3 Deep Well
      shareholders in connection with the December 27, 2007 exchange of shares between
      us and those 3 Deep Well shareholders. Although we have affected the necessary
      acts to cancel our common shares that were originally issued to the 3
      shareholders on December 27, 2007, because the shares have not yet been actually
      cancelled, we still have 118,313,000 shares issued and outstanding until such
      time that our transfer agent cancels those 21,533,000 shares.




32




**SECURITY
      OWNERSHIP OF BENEFICIAL OWNERS**




Name
                and Address of
              Beneficial
                Owner
            
            Shares of
              Common Stock
              Beneficially Owned
            
            Percent of
              Common Stock
              OutstandingSean
                Dickenson
            
            
            57,000,000
            
            
            48
            %203-2630
                Arbutus Street
              Vancouver,
                B.C. Canada
              V6J
                5L8LB
                (Swiss) PrivatBank AG*
              Borsenstrasse
                16 PSTFCHJ
              Zurich,
                Switzerland CH-8022
            
            
            14,289,276
            
            
            12
            %Rahn
                & Bodmer Banquiers *
              Talstrasse
                15
              Zurich,
                Switzerland CH-8022
            
            
            10,046,215
            
            
            8.5
            %




*
      Includes shares that we issued to those entities related to the December
      27, 2007 share exchange as more fully described on page 15 of this Form
      10-K, the share issuance of which were rescinded on July 1, 2008, but have
      not
      yet been actually cancelled by our transfer agent.




33




The
      following table sets forth information as of the date of this filing, with
      respect to the ownership of our common stock for all directors, individually;
      all executive officers named in the compensation table; all executive officers
      and directors as a group.




**SECURITY
      OWNERSHIP OF MANAGEMENT**




Name
                and Address of
              Director
                or Executive Officer
            
            Shares of
              Common Stock
              Beneficially Owned
            
            Percent of
              Common
              Stock
              OutstandingWiktor
                Musial
              President,
                Secretary, Treasurer,
              Director
              734-7th
                Avenue, S.W.
              Calgary,
                Alberta, Canada
            
            
            0
            
            
            0William
                Tighe
              Chairman
                of the Board
              734-7th
                Avenue, S.W.
              Calgary,
                Alberta, Canada
            
            
            0
            
            
            0Sean
                Dickenson
              Director
              203-2630
                  Arbutus Street
                Vancouver,
                  B.C. Canada
                V6J
                  5L8
            
            
            57,000,000
            
            
            48
            %Gerald
                Vikse
              Vice
                President ofOperations
                Director734-7th
                Avenue, S.W.
              Calgary,
                Alberta, Canada
            
            
            50,800
            
            
            .04
            %Officers/
                Directors as a Group
            
            
            57,050,800
            
            
            48
            %




*
      800 of
      such 50,800 shares are in the name of Mr. Vikse’s minor child.




34




**Item
      13. Certain relationships and Related Transactions, and Director Independence**




**Director
      Independence**




Our
      common stock is quoted on the OTC Bulletin Board; that trading medium does
      not
      have director independence requirements. Under Item 407(a) of Regulation S-K,
      we
      have adopted the definition of independence used by the American Stock Exchange,
      which may be found in the American Stock Exchange Company guide at (s) 121(A)(2)
      (2007). Under this definition, none of our directors are independent, because
      our Board of Directors cannot affirmatively determine that any of our directors
      do not have a relationship that would interfere with the exercise of independent
      judgment in carrying out their responsibilities of a director.




**Item
      14. Principal accountants’ fees and services** ****




**Squar,
      Milner, Peterson, Miranda & Williamson, LLP**




Fiscal
                year ended March 31,Description
            
            2006
            
            2007
            
            2008Year
                end audit and review of quarterly interim financial
                statements
            
            $
            -
            
            $
            20,319
            
            $
            5,940Other
                audit related fees not included above
            
            
            -
            
            
            -
            
            
            1,490
            (1)Tax
                compliance, tax advice and tax planning
            
            
            -
            
            
            2,565
            
            
            2,268Total
            
            $
            -
            
            $
            22,884
            
            $
            9,698Notes:(1)
                Represents fees billed in connection transition to new audit
                firm.




35




Our
      Board
      of Directors has considered the information described in “ *Financial
      Information Systems Design and Implementation Fees* ”
and
      “ *All
      Other Fees* ”
above
      and believes that it is compatible with maintaining the principal accountant’s
      independence. In each case (commencing after August 1, 2002), the board of
      directors pre-approved all such services.




Our
      principal accountant (through its full time employees) performed all work
      regarding the audit of our financial statements for the most recent two fiscal
      years.




**PART
      IV**




**Item
      15. Exhibits and financial statement schedules******




(a) Financial
        statements change dates and include inception to date




The
        following documents are filed as part of this report:


PageReports
                of Independent Registered Public Accounting Firms
            
            
            F-1
                & F-2Balance
                Sheets as of March 31, 2008 and 2007 and inception to date
            
            
            F-3Statement
                of Operations for the years endedMarch
                31, 2008 and 2007 and inception to date
            
            
            F-4Statements
                of Cash Flows for the years endedMarch
                31, 2008 and 2007 and inception to date
            
            
            F-6Statement
                of Stockholders' Equity forthe
                years ended March 31, 2008 and 2007 and inception to date
            
            
            F-5Notes
                to Financial Statements
            
            
            F-7
                through F-14




**(b)
      Exhibits**




The
      following exhibits are filed with this Form 10-K or incorporated herein by
      the
      following references.





Exhibit
              Number
            Description


2
            Articles
                of Merger dated November 6, 2007, incorporated by reference as filed
                with
                the SEC on November 14, 2008 on Form 10Q for the quarterly period
                ended
                September 30, 2007.




3(i)
            Articles
                of Incorporation incorporated by reference, filed with the SEC on
                September 7, 2006 on Form SB-2.




36




The
      following exhibits are filed with this Form 10-K or incorporated herein by
      the
      following references.




Exhibit
                  Number
              Description2
              Articles
                  of Merger dated November 6, 2007, incorporated by reference as
                  filed with
                  the SEC on November 14, 2008 on Form 10Q for the quarterly period
                  ended
                  September 30, 2007.3(i)
              Articles
                  of Incorporation incorporated by reference, filed with the SEC
                  on
                  September 7, 2006 on Form SB-2.3(ii)
              Bylaws
                  incorporated by reference, filed with the SEC on September 7, 2006
                  on Form
                  SB-2 .10.1
              Termination
                  and Rescission Agreement dated as of July 1, 2008, between TAMM
                  Oil and
                  Gas Corp. and LB (Swiss) Private Bank Ltd., incorporated by reference
                  as
                  filed with SEC on Form 8-K on July 2, 200810.2
              Termination
                  and Rescission Agreement dated as of July 1, 2008, between TAMM
                  Oil and
                  Gas Corp. and Arthur Sulzer, incorporated by reference as filed
                  with SEC
                  on Form 8-K on July 2, 2008.10.3
              Termination
                  and Rescission Agreement dated as of July 1, 2008, between TAMM
                  Oil and
                  Gas Corp. and Rahn & Bodmer, incorporated by reference as filed with
                  the SEC on Form 8-K on July 1, 2008.10.4
              Letter
                  Agreement dated November 7, 2007 with 1004731 Alberta Ltd and Muzz
                  Investments, incorporated by reference as filed with the SEC on
                  November
                  27, 2008 on Form 8-K.10.5
              Share
                  Exchange Agreement between Tamm Oil and Gas Corp. and Rahn & Bodmer,
                  incorporated by reference as filed with the SEC on January 9, 2008
                  on Form
                  8-K
  37
  10.6
              Share
                  Exchange Agreement between Tamm Oil and Gas Corp. and Arthur Sulzer,
                  incorporated by reference as filed with the SEC on December 31,
                  2008 on
                  Form 8-K10.7
              Share
                  Exchange Agreement between Tamm Oil and Gas Corp. and LB (Swiss)
                  Private
                  Bank, Ltd, incorporated by reference as filed with the SEC on December
                  31,
                  2008 on Form 8-K10.8
              November
                  26, 2007 Agreement between Tamm Oil and Gas Corp., 1004731 Alberta
                  Ltd.
                  and Muzz Investements Inc., incorporated by reference as filed
                  with the
                  SEC on January 9, 2008.10.9
              December
                  12, 2003 Royalty Agreement between Mikwec Energy and Nearshore
                  Petroleum
                  Corporation, incorporated by reference as filed with the SEC on
                  January 9,
                  2008.16.1
              Letter
                  from Square Milner, Independent Registered Public Accounting Firm,
                  as
                  filed with the SEC on February 4, 2008 on Form 8-K, incorporated
                  as
                  reference31.1
              Certification
                  by the Principal Executive Officer/Principal Financial Officer
                  pursuant to
                  Rule 13a-14(a) 15d-14(a)32.1
              Certification
                  by the Principal Executive Officer/Principal Financial Officer
                  pursuant to
                  Section 135099.1
              April
                  1, 2008 Report by Chapman Petroleum Engineering Ltd, incorporated
                  by
                  reference as filed with the SEC on May 12, 2008 on Form
                  8-K99.2
              Updated
                  Report by Chapman Petroleum Engineering Ltd, incorporated by reference
                  as
                  filed with the SEC on June 24, 2008 on Form
                  8-K





38






TAMM
      OIL
      AND GAS






By: 
      /s/ Wiktor Musial


Wiktor
      Musial


President/Director


Date:
      July 14, 2008




Pursuant
      the Securities Exchange Act of 1934, this report has been signed below by the
      following persons on behalf of Tamm Oil and Gas Corp. and in the capacities
      and
      on the dates indicated.




By: 
      /s/ Wiktor Musial


Wiktor
      Musial, President/Director






By: 
      /s/ Sean Dickenson


Sean
      Dickenson, Director






By: 
      /s/ Gerald Vikse


Gerald
      Vikse, Vice President Operations/Director






By: 
      /s/ William Tighe


William
      Tighe, Chairman of the Board/Director






39