UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K




(Mark
One)




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


For the
year ended March 31, 2009


oTRANSITION 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 405, 505
8thAve SW, Calgary, AB, Canada
T2P 1G2


(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 oNo 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 oNo 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 xNo 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 xNo 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 oAccelerated
filer oNon-accelerated filer oSmaller
reporting company x




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




As of
March 31, 2009, the aggregate market value of the voting and nonvoting common
equity held by non-affiliates of Tamm Oil and Gas Corp. was approximately $16,512,500. This estimate is
based on the last sale price per share of $.50 on March 31, 2009 on the OTCBB,
and 33,025,000 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 June 26, 2009 was 63,780,000.














Table
      of ContentsPage No.PART
      IItem
      1.
                                Business
                                
                                4Item
      1A.
                                Risk
      Factors
                                
                                6Item
      1B
                                Unresolved
      Staff Comments
                                
                                9Item
      2.
                                Properties
                                
                                9Item
      3.
                                Legal
      Proceedings
                                
                                11Item
      4.
                                Submission
      of Matters to a Vote of Security Holders
                                
                                11PART
      IIItem
      5.
                                Market
      for Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                
                                11Item
      6.
                                Selected
      Financial Data
                                
                                13Item
      7.
                                Management's
      Discussion and Analysis of Financial Condition and Results of
      Operation
                                
                                13Item
      7A.
                                Quantitative
      and Qualitative Disclosures About Market Risk
                                
                                20Item
      8.
                                Financial
      Statements and Supplementary Data
                                
                                F-1Item
      9.
                                Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                
                                20Item
      9A.
                                Controls
      and Procedures
                                
                                21Item
      9B.
                                Other
      Information
                                
                                22PART
      IIIItem
      10.
                                Directors
      and Executive Officers of the Company and Compliance with Section 16(a) of
      the Exchange Act
                                
                                22Item
      11.
                                Executive
      Compensation
                                
                                26Item
      12.
                                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                
                                28Item
      13.
                                Certain
      Relationships and Related Transactions
                                
                                29Item
      14.
                                Principal
      Accountant Fees and Services
                                
                                30PART
      IVItem
      15.
                                Exhibits,
      Financial Statement Schedules
                                
                                31Signatures
                                
                                34








2





Forward-Looking Statements




This
Annual Report on Form 10-K, including our “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” on page 13, 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 6. 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”. Information in this
filing contains the terms prospective resources. The Company advises investors
that although these terms are recognized and required by Canadian securities
regulations (under National Instrument 51-101 Standards of Disclosure for Oil
and Gas Activities), the US Securities and Exchange Commission (SEC) does not
recognize these terms. Investors are cautioned not to assume that any part or
all of the resources in this category will ever be converted into reserves. In
addition, “prospective resources” have a great amount of uncertainty as to their
existence, and economic and legal feasibility. It cannot be assumed that any
part of a prospective resource will ever be upgraded to a higher category. Under
Canadian rules, estimates of prospective resources may not form the basis of
feasibility or pre-feasibility studies, or economic studies except for a
“preliminary assessment” as defined under National Instrument 51-101. CAUTIONARY
NOTE TO U.S. INVESTORS - The United States Securities and Exchange Commission
permits oil and gas companies, in their filings with the SEC, to disclose only
proved reserves that a company has demonstrated by actual production or
conclusive formation tests to be economically and legally producible under
existing economic and operating conditions. We use certain terms on this press
release, such as prospective resource or Original Oil in Place, that the SECs
guidelines strictly prohibit us from including in filings with the SEC. U.S.
Investors are urged to consider closely the disclosure in our Form 10K. You can
also obtain this form from the SEC by calling 1-800-SEC-0330.





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, 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.





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.





Our heavy
oil exploration activities will be conducted on properties located in Alberta
Canada.  We have acquired a 100% interest in 21sections of Oil Sands leases
and a 100% interest in 14 sections of Petroleum and Natural Gas (P&NG) which
are contiguous to our major block of 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, 2009 and 2008, we reported net losses of $1,232,139 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. Any
additional Petroleum and Natural Gas production that may be found will be an
added byproduct.  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.





4





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 compete 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.





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:





5





•
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.





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.




Wiktor
Musia,l our President, is under contract. Additionally, we hire geologists,
geophysicists, accountants, land management, legal and general management
advisory personnel on a contract consulting basis.




Reports
to Security Holders and Available Information




Our
principal executive offices are located at Suite 405, 505 8th Avenue
SW, Calgary AB T2P 1G2. 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 100 F Street N.E., Washington, DC
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.





6





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,
2009, we have an accumulated deficit of $62,040,808 Our auditors have issued a
going concern opinion indicating that our significant operating losses, 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.





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.





7





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.





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:





8





·
            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 affect 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, 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,Chairman of the Board and other
Board Members 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 and Chairman of
the Board, and other board members who collectively have oil related experience
of at least 70 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 nor well seasoned issuer in which case such
item is inapplicable. Nonetheless, we have no unresolved staff
comments.




Item 2. Properties




We lease
our principal executive offices from Kodiak
Energy Inc. We pay Kodiak Energy $3,000 on a month to month basis for office
space, infrastructure and support services. 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.





9


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 19,840 gross acres and approximately 19,610 net acres. Oil
      Sands leases have a 15 year term for exploration. Our Oil Sands leases
      expire  in 2023; and·
            We
      have a 100% interest in 14 sections of Petroleum and Natural Gas
      (P&NG) leases, amounting to approximately gross 15,360 acres and
      approximately 15,182 net acres. P&NG leases provide that we have 5
      years to explore on the leased lands. Our P&NG leases expire in
      2013.  Based on successful exploration programs these leases can
      be then extended as long a production is
  maintained.





The
majority of 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,
averages 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.





10





Item 3. Legal proceedings




From time
to time, we may become involved in various lawsuits and legal proceedings which
arise in the ordinary course of business.  However, litigation is
subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm our business. We are currently
not aware of any such legal proceedings that we believe will have, individually
or in the aggregate, a material adverse affect on our business, financial
condition or operating results.




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.




2008
                    
                    Low
      Bid
                    
                    
                    High
      BidSecond
      Quarter
                    
                    $
                    0.149
                    
                    
                    $
                    0.152Third
      Quarter
                    
                    $
                    0.152
                    
                    
                    $
                    2.88Fourth
      Quarter
                    
                    $
                    2.07
                    
                    
                    $
                    2.922009First  Quarter
                    
                    $
                    2.17
                    
                    
                    $
                    3.02Second
      Quarter
                    
                    $
                    1.40
                    
                    
                    $
                    2.80Third
      Quarter
                    
                    $
                    0.80
                    
                    
                    $
                    1.70Fourth
      Quarter
                    
                    $
                    0.30
                    
                    
                    $
                    0.80





Holders




As of
March 31, 2009, there were 31 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 March 31, 2009, we had
62,780,000 common shares
issued and outstanding.




As of
March 31, 2009, we have no shares of preferred stock issued and
outstanding.





11





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





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
October 2005, 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
October 2005, 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 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 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.





12





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 Oil & Gas Corp., 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 of21,533,000 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.




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 intoone common share at a
price of $1.75 per Warrant Share until March 5, 2010.





On June
5, 2008 we acquired 100 percent ownership of an additional 14 sections of Crown
leases in the Peace River region of Northern Alberta. This acquisition of
Petroleum and Natural Gas leases, which are contiguous to previously acquired
lands, expands Tamm's holdings in the region to a land base of approximately
22,400 acres.





In July
2008, 34,000,000 shares of the Company’s common stock previously issued to
founders in October 2005 were returned for cancellation.





In
September 2008, 21,533,000 shares of the Company’s common stock previously
issued in exchange for common shares of Deep Well Oil & Gas, Inc were
returned to the Company and cancelled.





Use
of Proceeds




Not
applicable. Although we received proceeds from the sale of units or shares of
our common stock in 2007, 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 2009.




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 in the development stage 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 to date through equity placements to accredited
investors and borrowings from related parties.




Uncertainties
and Trends




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





13




·
            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 – 2009 and
2008




(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.




2009
                                        
                                        
                                        2008Current
      Assets
                                        
                                        $
                                        18,347
                                        
                                        
                                        $
                                        184,765Current
      Liabilities
                                        
                                        
                                        1,482,373
                                        
                                        
                                        
                                        24,652Working
      Capital (Deficit)
                                        
                                        $
                                        (1,464,026
                                        )
                                        
                                        $
                                        160,113




Our
current assets decreased by $166,418 from $184,765 as of March 31, 2008 to
$18,347 at March 31, 2009.  The decrease was primarily from a decrease
in cash.




Our
working capital deficit increased by $1,624,139 to a negative ($1,464,026) as of
March 31, 2009, from a positive $160,113 at March 31, 2008. Accounts payable and
accrued expenses increased from $24,652 as of March 31, 2008 to $675,078 as of
March 31, 2009 primarily from legal costs incurred during the current year.
Other accounts receivable decreased from $576,252 as of March 31, 2008, to
$571,252, as of March 31, 2009. The increase in the working capital deficit was
primarily due to the increase in foreign currency translation
loss).




Related
party debt increased to $57,295 as of March 31, 2009 from $0 as of March 31,
2008.





Additionally,
we borrowed $750,000, net of repayments of $500,000 from an affiliated entity in
the year ended March 31, 2009 to meet our current operating costs.





14





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 2009


During 2008, 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 2008
year for $3,223.




March 31
                              
                              2009
                              
                              
                              2008Office
      equipment
                              
                              $
                              303
                              
                              
                              $
                              3,223Fixed
      assets net
                              
                              $
                              303
                              
                              
                              $
                              3,223




(a)
(3) Capital commitments




We do not
have any long term debt, capital lease obligations, operating or purchase
obligations at March 31, 2009.





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




(a)
(5) Equity




Stockholders’
equity decreased to $3,139,707 as of March 31, 2009, from $5,458,491 as of March
31, 2008. The primary reasons for the decease are our incurred net loss of
$1,232,139 and foreign currency translation loss of $1,086,645.




(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,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, orloan
      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.




15





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, 2009 and 2008.Years ended March 31
                          
                          2009
                          
                          
                          2008General
      and administrative
                          
                          $
                          1,171,682
                          
                          
                          $
                          247,456Operating
      (loss)
                          
                          
                          (1,171,682
                          )
                          
                          
                          (247,456
                          )Asset
      impairments
                          
                          
                          2,032
                          
                          
                          
                          60,498,160Other
      income (loss)
                          
                          
                          (56,716
                          )
                          
                          
                          8,427Net
      (loss)
                          
                          
                          (1,230,430
                          )
                          
                          
                          (60,737,189
                          )Net
      (loss) per share - basic and diluted
                          
                          
                          (0.03
                          )
                          
                          
                          (0.62
                          )Weighted
      average shares - basic and diluted
                          
                          
                          83,894,000
                          
                          
                          
                          98,588,918




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




Revenue.During
both 2009 and 2008, our revenues were $0.




Production costs.Production costs remained $0 during 2009 and 2008.




Exploration &
development.Exploration and mine development costs was $0
during 2009 and 2008.




General and administrative
expenses.Our general and administrative expenses increased by $923,434,
or 373.17%, to $1,170,890 during 2009 from $247,456 during 2008. We attribute
the increase in our general and administrative expenses to professional fees
incurred during the year ended March 31, 2009 of $1,033,580, of which,
approximately $700,000 due primarily to closure of a previous outstanding
lawsuit.




Depreciation.Depreciation
was $792 in 2009. None was recorded in 2008.




Net loss.Our net loss in 2009 was
($1,232,139) compared to ($60,737,189) in 2008, resulting in a basic per-share
loss of $(0.03) in 2009 and $(0.62) in 2008 based on weighted average shares
outstanding.




Since
inception we have not generated any revenues, therefore 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.





(a)
(8) Cash flow




We have
been able to meet our working capital obligations and cover our net loss through
the issuance of notes payable to an affiliated entity and sale of stock for cash
and services.. Net cash flows provided by our financing activities totaled
$807,295 in 2009 and $1,710,000 in 2008. Cash decreased to $1,461 as of March
31, 2009 from $169,844 at March 31, 2008.





16





Net cash flows for the years
      ended
                      
                      2009
                      
                      
                      2008Net
      (loss)
                      
                      $
                      (1,232,139
                      )
                      
                      $
                      (60,737,189
                      )Net
      cash flows used in operating activities
                      
                      
                      (575,853
                      )
                      
                      
                      (245,644
                      )Cash
      flows used in investing activities
                      
                      
                      (402,162
                      )
                      
                      
                      (1,298,378
                      )Net
      cash flows provided by financing activities
                      
                      
                      807,295
                      
                      
                      
                      1,710,000Net
      (decrease) increase in cash
                      
                      
                      (168,383
                      )
                      
                      
                      165,978Cash
      beginning of year
                      
                      
                      169,844
                      
                      
                      
                      3,866Cash
      end of year
                      
                      
                      1,461
                      
                      
                      
                      169,844




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. 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.




Closing
of the transactions in the letter agreement was 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. The
      transaction was completed on November 26, 2007;(ii)
            our
      affecting a 15:1 forward stock split, which occurred in November
      2007
              This
      transaction closed and the shares were
issued.





17





During
the year ended March 31, 2008, we completed the sale of 1,280,000 shares of our
common stock for net proceeds of $1,600,000 and therefore met the requirement to
complete a private placement financing of up to 2,600,000 unit,s at a price of
$1.25 per unit.





The royalty agreement is applicable to
32 sections of oil sands leases on the Sawn lake property inNorthern Albertaoperated by Deepwell Oil and
Gas.  There are approximately 10 years remaining on these leases if
not developed, however 6 wells have been drilled to date which will convert upon
the expiry date or before the core areas of these leases to long term leased for
production. This will typically convert 1-6 sections per well depending upon
depth, under current regulations, however as the operator has responsibility in
this matter, there are no firm guarantees that the properties will be fully
converted.





The royalties are 3% of gross revenue
prior to any expenses from oil sands production on these
properties





Costs
associated with the Company’s acquired royalty agreement are amortized from the
date of production over the estimated total expected recovery, not to exceed the
term of the agreement.





In
accordance with SFAS No. 142, the Company tests its intangible assets for
impairment on an annual basis and when there is reason to suspect that their
values have been diminished or impaired.  Any write-downs will be
included in results from operations.





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





As previously reported, on September 5,
2008, we entered into an agreement with two corporations formed according to the
laws of Alberta Canada: (a) 1384482 Alberta Ltd (“138Alberta”); and (b) 1132559 Alberta Ltd. (“113Alberta”). The Agreement provided that 113Alberta’s shareholders would sell their
respective common shares to 138Alberta, which would equal in the aggregate 108
common shares. Further, the Agreement provided that we would issue one (1) share
of our preferred stock (the “Preferred Share”) to 138 Alberta and fifteen
million restricted shares of our common stock ("15,000,000 shares") to
all of the shareholders of 113 Alberta, ten million eight hundred
thirty three thousand three hundred and thirty three (10,833,333)
restricted shares of which were issued to certain shareholders of 113 Alberta on
September 5, 2008. The remaining 4,166,667 shares (15,000,000 - 10,833,333) were
to be issued upon conversion of the Preferred Share. The 15,000,000 shares
and the Preferred Share were to be held in an escrow account until such time
that certain remaining conditions were met as provided for in the
Agreement.





Certain of the conditions precedent set
out in the Share Exchange Agreement have not been satisfied, and the Partieshaverescindedthe Agreement due to the failure to
meet such conditions.The
related escrowed shares were cancelled in June 2009.





Additionally, we are continuing to shift
our focus and business objectives away from the Sawn Lake Region to pursue other
valuable oil and gas projects.





Accordingly, as of March 31, 2009, we
have entered into a termination and rescission agreement with the 113 Alberta
Stockholders (collectively the “Termination and Rescission Agreements”) pursuant
to which we and the 113 Alberta Stockholders have agreed to rescind the
transactions consummated under the Exchange Agreements with the same effect as
if the Exchange Agreements had never been executed and delivered and such
transactions had never been consummated. TAMM shares issued pending the
transaction have been cancelled effectively  April 17, 2009 and
returned to Treasury.  The rescission was undertaken voluntarily by
both parties. As a result of the Termination and Rescission Agreements, our
entire ownership interest in the Sawn Lake Region now consists of (1) a gross
overriding royalty right on 36.5 sections of Sawn Lake Oil Sands leases
providing us with 2% of the revenue of oil sold from those
sections.  We currently have no other interest in or right to any
asset in the Sawn Lake Region.





18





Our Plan of Operations Going
Forward





Our
primary operational focus is the Manning project. On May 28, 2008, we purchased
14 sections of the P&NG 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 by Chapman Engineering of Calgary Alberta was completed and
filed on Sedar 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.





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 features or the age,
deposition and distribution of underground sedimentary rocks that are favorable
for the accumulation of hydrocarbons and ultimately determine locations for
drilling.




Geophysical
Surveys





The
accurate measurement and recording of certain physical quantities of the Earth’s
crust and buried layers of rock, using geophysical methods such as seismic, is
necessary 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.





19





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 1 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.




Item 8. Financial Statements and Supplementary
Data














SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FINANCIAL
STATEMENTS





MARCH
31, 2009 AND 2008





FORMING
A PART OF ANNUAL REPORT


PURSUANT
TO THE SECURITIES EXCHANGE ACT OF 1934





TAMM
OIL AND GAS CORP.


(An
Exploration Stage Company)















TAMM
OIL AND GAS CORP.


(An
Exploration Stage Company)








Index
to Financial Statements





PageReport
      of Independent Registered Public Accounting Firm
                
                
                F-2Balance
      Sheets as Of March 31, 2009 and 2008
                
                
                F-3Statement
      Of Operations For The Years Ended March 31, 2009 and 2008 and For the
      Period from October 10, 2005 (date of inception) Through March 31,
      2009
                
                
                F-4Statement
      Of Stockholders’ Equity For The Period From October 10, 2005 (date of
      inception) Through March 31, 2009
                
                
                F-5Statement
      Of Cash Flows For The Years Ended March 31, 2009 and 2008 and For the
      Period From October 10, 2005 (date of inception) Through March 31,
      2009
                
                
                F-6Notes
      To Consolidated Financial Statements
                
                F-7
      ~ F-20









F-1





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




Shareholders
and Board of Directors
 Tamm Oil
and Gas Corp.
 
 We have
audited the accompanying balance sheets of Tamm Oil and Gas Corp. (an
exploration stage company) as of March 31, 2009 and 2008, and the related
statements of operations, stockholders’ equity and cash flows for the years then
ended, and the period from inception (October 10, 2005) through March 31, 2009.
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 audits. 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, 2009. 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 audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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 audits provide
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, 2009 and 2008, and the results of its operations and its cash flows
for the years then ended, and for period from inception (October 10, 2005)
through March 31, 2009, 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 1,
2009


F-2





TAMM
      OIL AND GAS CORP.(An
      Exploration Stage Company)BALANCE
      SHEETSMarch
      31,2009
                                                      
                                                      
                                                      2008ASSETSCurrent
      assets:Cash
                                                      
                                                      $
                                                      1,461
                                                      
                                                      
                                                      $
                                                      169,844Accounts
      receivable
                                                      
                                                      
                                                      12,483Prepaid
      expenses
                                                      
                                                      
                                                      4,403
                                                      
                                                      
                                                      14,921Total
      current assets
                                                      
                                                      
                                                      18,347
                                                      
                                                      
                                                      
                                                      184,765Property,
      plant and equipment:Oil
      sands properties, unevaluated
                                                      
                                                      
                                                      4,032,178
                                                      
                                                      
                                                      
                                                      4,718,903Furniture
      and equipment, net
                                                      
                                                      
                                                      303
                                                      
                                                      
                                                      
                                                      3,223Total
      property, plant and equipment
                                                      
                                                      
                                                      4,032,481
                                                      
                                                      
                                                      
                                                      4,722,126Other
      assets:Receivable
      from affiliated entity
                                                      
                                                      
                                                      571,252
                                                      
                                                      
                                                      
                                                      576,252Total
      assets
                                                      
                                                      $
                                                      4,622,080
                                                      
                                                      
                                                      $
                                                      5,483,143LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and accrued liabilities
                                                      
                                                      $
                                                      675,078
                                                      
                                                      
                                                      $
                                                      14,652Advances
      from related party
                                                      
                                                      
                                                      57,295
                                                      
                                                      
                                                      
                                                      10,000Notes
      payable to a related party
                                                      
                                                      
                                                      750,000
                                                      
                                                      
                                                      
                                                      -Total
      current liabilities
                                                      
                                                      
                                                      1,482,373
                                                      
                                                      
                                                      
                                                      24,652Commitments
      and contingenciesStockholders'
      equity:Preferred
      stock; $0.001 par value; 1,000,000 shares authorized, none issued and
      outstanding
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Common
      stock; $0.001 par value; 750,000,000 shares authorized, 62,780,000 and
      118,313,000 shares issued and outstanding as of March 31, 2009 and
      2008
                                                      
                                                      
                                                      62,780
                                                      
                                                      
                                                      
                                                      118,313Additional
      paid in capital
                                                      
                                                      
                                                      66,204,380
                                                      
                                                      
                                                      
                                                      66,148,847(Deficit)
      accumulated during exploration stage
                                                      
                                                      
                                                      (62,040,808
                                                      )
                                                      
                                                      
                                                      (60,808,669
                                                      )Accumulated
      other comprehensive (loss)
                                                      
                                                      
                                                      (1,086,645
                                                      )
                                                      
                                                      
                                                      -Total
      stockholders' equity
                                                      
                                                      
                                                      3,139,707
                                                      
                                                      
                                                      
                                                      5,458,491Total
      liabilities and stockholders' equity
                                                      
                                                      $
                                                      4,622,080
                                                      
                                                      
                                                      $
                                                      5,483,143
  The
accompanying notes are an integral part of these financial
statements


F-3




TAMM
      OIL AND GAS CORP(An
      Exploration Stage Company)STATEMENTS
      OF OPERATIONSFor
      the periodOctober
      10, 2005(date
      of inception)For
      the year ended March 31,
                                                  
                                                  
                                                  through2009
                                                  
                                                  
                                                  2008
                                                  
                                                  
                                                  March 31, 2009REVENUE
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -OPERATING
      EXPENSES:Selling,
      general and administrative
                                                  
                                                  
                                                  1,170,890
                                                  
                                                  
                                                  
                                                  247,456
                                                  
                                                  
                                                  
                                                  1,489,026Depreciation
                                                  
                                                  
                                                  792
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  792Total
      operating expenses
                                                  
                                                  
                                                  1,171,682
                                                  
                                                  
                                                  
                                                  247,456
                                                  
                                                  
                                                  
                                                  1,489,817Loss
      from operations
                                                  
                                                  
                                                  (1,171,682
                                                  )
                                                  
                                                  
                                                  (247,456
                                                  )
                                                  
                                                  
                                                  (1,489,817
                                                  )OTHER
      INCOME (EXPENSE)Foreign
      exchange (expense) gain
                                                  
                                                  
                                                  (8,542
                                                  )
                                                  
                                                  
                                                  8,427
                                                  
                                                  
                                                  
                                                  (115
                                                  )Interest
      (expense)
                                                  
                                                  
                                                  (48,174
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (48,174
                                                  )Loss
      on impairment of fixed assets
                                                  
                                                  
                                                  (2,032
                                                  )
                                                  
                                                  
                                                  (35,000
                                                  )
                                                  
                                                  
                                                  (37,032
                                                  )Loss
      on impairment of investments
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (60,463,160
                                                  )
                                                  
                                                  
                                                  (60,463,160
                                                  )Loss
      before provision for income taxes
                                                  
                                                  
                                                  (1,230,430
                                                  )
                                                  
                                                  
                                                  (60,737,189
                                                  )
                                                  
                                                  
                                                  (62,038,298
                                                  )Provision
      for income taxes:Current
                                                  
                                                  
                                                  1,709
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  2,509Deferred
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -Total
      income taxes
                                                  
                                                  
                                                  1,709
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  2,509NET
      LOSS
                                                  
                                                  
                                                  (1,232,139
                                                  )
                                                  
                                                  
                                                  (60,737,189
                                                  )
                                                  
                                                  
                                                  (62,040,808
                                                  )Foreign
      currency translation (loss)
                                                  
                                                  
                                                  (1,086,645
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (1,086,645
                                                  )Comprehensive
      loss
                                                  
                                                  $
                                                  (2,318,784
                                                  )
                                                  
                                                  $
                                                  (60,737,189
                                                  )
                                                  
                                                  $
                                                  (63,127,453
                                                  )Net
      loss per common share (basic and diluted)
                                                  
                                                  $
                                                  (0.03
                                                  )
                                                  
                                                  $
                                                  (0.62
                                                  )Weighted
      average number of common shares outstanding, basic and
    diluted
                                                  
                                                  
                                                  83,894,000
                                                  
                                                  
                                                  
                                                  98,588,918


The
accompanying notes are an integral part of these financial
statements




F-4








TAMM
      OIL AND GAS CORP.(An
      Exploration Stage Company)STATEMENT
      OF STOCKHOLDERS' EQUITYFor
      the period October 10, 2005 (date of Inception) through March 31,
      2009Other
                                                                    
                                                                    
                                                                    (Deficit)
      AccumulatedCommon
      stock
                                                                    
                                                                    
                                                                    Additional
                                                                    
                                                                    
                                                                    Comprehensive
                                                                    
                                                                    
                                                                    During
      ExplorationShares
                                                                    
                                                                    
                                                                    Amount
                                                                    
                                                                    
                                                                    Paid in Capital
                                                                    
                                                                    
                                                                    Income (loss)
                                                                    
                                                                    
                                                                    Stage
                                                                    
                                                                    
                                                                    TotalBalance,
      October 10, 2005
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -Sale
      of common stock in October 2005 to founders at $0.0001 per
      share
                                                                    
                                                                    
                                                                    60,000,000
                                                                    
                                                                    
                                                                    
                                                                    60,000
                                                                    
                                                                    
                                                                    
                                                                    (56,000
                                                                    )
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    4,000Sale
      of common stock in March 2006 at $0.003 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
                                                                    )
                                                                    
                                                                    
                                                                    32,520Sale
      of common stock in August 2007 at $0.07 per share
                                                                    
                                                                    
                                                                    1,500,000
                                                                    
                                                                    
                                                                    
                                                                    1,500
                                                                    
                                                                    
                                                                    
                                                                    98,500
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    100,000Sale
      of common stock at various dates during the year at $1.25  per
      share
                                                                    
                                                                    
                                                                    1,280,000
                                                                    
                                                                    
                                                                    
                                                                    1,280
                                                                    
                                                                    
                                                                    
                                                                    1,598,720
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    1,600,000Common
      stock issued in exchange for investment
                                                                    
                                                                    
                                                                    21,533,000
                                                                    
                                                                    
                                                                    
                                                                    21,533
                                                                    
                                                                    
                                                                    
                                                                    54,241,627
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    54,263,160Common
      stock issued in exchange 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
                                                                    )
                                                                    
                                                                    
                                                                    5,458,491Cancellation
      of common stock previously issued as investment
                                                                    
                                                                    
                                                                    (21,533,000
                                                                    )
                                                                    
                                                                    
                                                                    (21,533
                                                                    )
                                                                    
                                                                    
                                                                    21,533
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -Cancellation
      of common stock previously issued to founders
                                                                    
                                                                    
                                                                    (34,000,000
                                                                    )
                                                                    
                                                                    
                                                                    (34,000
                                                                    )
                                                                    
                                                                    
                                                                    34,000
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -Foreign
      currency translation loss
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    (1,086,645
                                                                    )
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    (1,086,645
                                                                    )Net
      loss
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    (1,232,139
                                                                    )
                                                                    
                                                                    
                                                                    (1,232,139
                                                                    )Balance,
      March 31, 2009
                                                                    
                                                                    
                                                                    62,780,000
                                                                    
                                                                    
                                                                    $
                                                                    62,780
                                                                    
                                                                    
                                                                    $
                                                                    66,204,380
                                                                    
                                                                    
                                                                    $
                                                                    (1,086,645
                                                                    )
                                                                    
                                                                    $
                                                                    (62,040,808
                                                                    )
                                                                    
                                                                    $
                                                                    3,139,707








The
accompanying notes are an integral part of these financial
statements





F-5




TAMM
      OIL AND GAS CORP.(An
      Exploration Stage Company)STATEMENTS
      OF CASH FLOWSFor
      the periodOctober
      31, 2005For
      the years ended
                                                                
                                                                
                                                                (Inception
      of Inception)2009
                                                                
                                                                
                                                                2008
                                                                
                                                                
                                                                through March 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                                                
                                                                $
                                                                (1,232,139
                                                                )
                                                                
                                                                $
                                                                (60,737,189
                                                                )
                                                                
                                                                $
                                                                (62,040,808
                                                                )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Depreciation
                                                                
                                                                
                                                                792
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                792Impairment
      of property and equipment
                                                                
                                                                
                                                                2,032
                                                                
                                                                
                                                                
                                                                35,000
                                                                
                                                                
                                                                
                                                                37,032Impairment
      of investments in stock and royalty agreements
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                60,463,160
                                                                
                                                                
                                                                
                                                                60,463,160Decrease
      in receivables
                                                                
                                                                
                                                                5,000
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                5,000Decrease
      (increase) in accounts receivable
                                                                
                                                                
                                                                (12,438
                                                                )
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (2,483
                                                                )(Increase)
      in prepaid expenses
                                                                
                                                                
                                                                10,518
                                                                
                                                                
                                                                
                                                                (14,921
                                                                )
                                                                
                                                                
                                                                34,518Decease
      in accounts payable
                                                                
                                                                
                                                                660,427
                                                                
                                                                
                                                                
                                                                8,306
                                                                
                                                                
                                                                
                                                                675,079Net
      cash used in operating activities
                                                                
                                                                
                                                                (565,853
                                                                )
                                                                
                                                                
                                                                (245,644
                                                                )
                                                                
                                                                
                                                                (876,710
                                                                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of oil and gas properties
                                                                
                                                                
                                                                (402,162
                                                                )
                                                                
                                                                
                                                                (718,903
                                                                )
                                                                
                                                                
                                                                (1,121,065
                                                                )Purchase
      of investment
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (576,252
                                                                )
                                                                
                                                                
                                                                (576,252
                                                                )Purchases
      of property and equipment
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (3,223
                                                                )
                                                                
                                                                
                                                                (38,223
                                                                )Net
      cash used in investing activities
                                                                
                                                                
                                                                (402,162
                                                                )
                                                                
                                                                
                                                                (1,298,378
                                                                )
                                                                
                                                                
                                                                (1,735,540
                                                                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from sale of common stock
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                1,700,000
                                                                
                                                                
                                                                
                                                                1,804,000Proceeds
      from notes payable
                                                                
                                                                
                                                                1,297,295
                                                                
                                                                
                                                                
                                                                10,000
                                                                
                                                                
                                                                
                                                                1,307,295Repayments
      of notes payable
                                                                
                                                                
                                                                (500,000
                                                                )
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (500,000
                                                                )Net
      cash provided by financing activities
                                                                
                                                                
                                                                797,295
                                                                
                                                                
                                                                
                                                                1,710,000
                                                                
                                                                
                                                                
                                                                2,611,295Effect
      of currency rate change on cash
                                                                
                                                                
                                                                2,337
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                2,337Net
      (decrease ) increase in cash and cash equivalents
                                                                
                                                                
                                                                (168,383
                                                                )
                                                                
                                                                
                                                                165,978
                                                                
                                                                
                                                                
                                                                1,461Cash
      and cash equivalents at beginning of period
                                                                
                                                                
                                                                169,844
                                                                
                                                                
                                                                
                                                                3,866
                                                                
                                                                
                                                                
                                                                -Cash
      and cash equivalents at end of period
                                                                
                                                                $
                                                                1,461
                                                                
                                                                
                                                                $
                                                                169,844
                                                                
                                                                
                                                                $
                                                                1,461SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:Cash
      paid during the period for interest
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -Cash
      paid during the period for taxes
                                                                
                                                                $
                                                                1,709
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                2,509NON
      CASH 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
  The
accompanying notes are an integral part of these financial
statements


F-6





TAMM
OIL AND GAS CORP.


(An
Exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


MARCH
31, 2009








NOTE
1 – SIGNIFICANT ACCOUNTING POLICIES





A summary
of the significant accounting policies applied in the presentation of the
accompanying financial statements follows:





Business and Basis of
Presentation





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 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 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 Corporation. 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.





The
Company is in the development stage as defined by Statement of Financial
Accounting Standards No. 7 (“SFAS No. 7”) with its efforts principally devoted
to developing oil and gas reserves. To date, the Company, has not generated
sales revenues, has incurred expenses and has sustained
losses.  Consequently, its operations are subject to all the risks
inherent in the establishment of a new business enterprise.  For the
period from inception through March 31, 2009, the Company has accumulated losses
of $62,040,808.





Estimates





The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures.  Accordingly, 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.





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 above, 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.





F-7





TAMM
OIL AND GAS CORP.


(An
Exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


MARCH
31, 2009








NOTE
1 – SIGNIFICANT ACCOUNTING POLICIES (continued)





Unconventional 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
following the full cost method of accounting. 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 once 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
excluded from the depletion and depreciation calculation if and 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.





Depletion and amortization
of oil and gas properties





The
Company follows the full cost method of accounting for oil and gas
properties.  Under this method, all direct costs and certain indirect
costs associated with acquisition of properties and successful as well as
unsuccessful exploration and development activities are capitalized.
Depreciation, depletion, and amortization of capitalized oil and gas properties
and estimated future development costs, excluding unproved properties, are based
on the unit-of-production method based on proved
reserves.





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.





Comprehensive Income
(Loss)





The
Company adopted SFAS No. 130; “Reporting Comprehensive Income”. SFAS No. 130
establishes standards for the reporting and displaying of comprehensive income
and its components. Comprehensive income is defined as the change in equity of a
business during a period from transactions and other events and circumstances
from non-owners sources. It includes all changes in equity during a period
except those resulting from investments by owners and distributions to owners.
SFAS No. 130 requires other comprehensive income (loss) to include foreign
currency translation adjustments and unrealized gains and losses on available
for sale securities.





F-8





TAMM
OIL AND GAS CORP.


(An
Exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


MARCH
31, 2009








NOTE
1 – SIGNIFICANT ACCOUNTING POLICIES (continued)





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.





Stock based
payments





On
December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB
Statement No. 123R (revised 2004), “Share-Based Payment” which is a revision of
FASB Statement No. 123, “Accounting for Stock-Based Compensation.” Statement
123R supersedes APB opinion No. 25, “Accounting for Stock Issued to Employees,”
and amends FASB Statement No. 95, "Statement of Cash Flows.” Generally, the
approach in Statement 123R is similar to the approach described in Statement
123.  However, Statement 123R requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
income statement based on their fair values.  Pro-forma disclosure is
no longer an alternative. This statement does not change the accounting guidance
for share based payment transactions with parties other than employees provided
in Statement of Financial Accounting Standards No. 123(R). This statement does
not address the accounting for employee share ownership plans, which are subject
to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock
Ownership Plans.” On April 14, 2005, the SEC amended the effective date of the
provisions of this statement.  The effect of this amendment by the SEC
is that the Company had to comply with Statement 123R and use the Fair Value
based method of accounting no later than the first quarter of 2006. The Company
implemented SFAS No. 123(R) on January 1, 2006 using the modified
prospective method.





Intangible
assets





The
Company accounts for and reports acquired goodwill and other intangible assets
under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”). In
accordance with SFAS No. 142, the Company tests its intangible assets for
impairment on an annual basis and when there is reason to suspect that their
values have been diminished or impaired.  Any write-downs will be
included in results from operations.





Costs
associated with the Company’s acquired royalty agreement are amortized from the
date of production over the estimated total expected recovery, not to exceed the
term of the agreement.





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, 2009








NOTE
1 – SIGNIFICANT ACCOUNTING POLICIES (continued)





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).





The
Company periodically evaluates the carrying value of long-lived assets,
including unproved properties, to be held and used in accordance with SFAS 144.
SFAS 144 requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets’
carrying amounts. In that event, a loss is recognized based on the amount by
which the carrying amount exceeds the fair market value of the long-lived
assets. Loss on long-lived assets to be disposed of is determined in a similar
manner, except that fair market values are reduced for the cost of
disposal.





Fair
Values





On
January 1, 2008, the Company adopted SFAS No. 157, “Fair Value
Measurements” (SFAS No. 157) as amended by FASB Statement of Position (FSP)
FAS 157-1 and FSP FAS 157-2. SFAS No. 157 defines fair value, establishes a
framework for measuring fair value, and enhances fair value measurement
disclosure. FSP FAS 157-2 delays, until the first quarter of fiscal year 2009,
the effective date for SFAS No. 157 for all non-financial assets and
non-financial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually). The
adoption of SFAS No. 157 did not have a material impact on the Company’s
financial position or operations.





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.





Net income (loss) per
share





The
Company computes earnings per share under Statement of Financial Accounting
Standards No. 128, “Earnings Per Share” (“SFAS 128”). Net earnings (losses) per
common share is computed by dividing net income (loss) by the weighted average
number of shares of common stock and dilutive common stock equivalents
outstanding during the period. Dilutive common stock equivalents consist of
shares issuable upon conversion of convertible preferred shares and the exercise
of the Company's stock options and warrants (calculated using the treasury stock
method). During the years ended March 31, 2009 and 2008, common stock
equivalents are not considered in the calculation of the weighted average number
of common shares outstanding because they would be anti-dilutive, thereby
decreasing the net loss per common share.





F-10





TAMM
OIL AND GAS CORP.


(An
Exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


MARCH
31, 2009








NOTE
1 – SIGNIFICANT ACCOUNTING POLICIES (continued)





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.




Reclassifications




Certain
amounts reported in the Company’s financial statements for the prior periods may
have been reclassified to conform to the current period
presentation.





Recent accounting
pronouncements





In
December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interest in
Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS
No. 160”), which will change the accounting and reporting for minority
interests, which will be recharacterized as noncontrolling interests and
classified as a component of equity within the consolidated balance sheets. SFAS
No. 160 is effective as of the beginning of the first fiscal year beginning on
or after December 15, 2008. Earlier adoption is prohibited. The Company
does not expect the adoption of SFAS No. 160 in 2009 will have a material effect
on its financial position, results of operations or cash flows.





In
December 2007, the FASB ratified the consensus in Emerging Issues Task Force
(EITF) Issue No. 07-1, “Accounting for Collaborative Arrangements”
(EITF 07-1). EITF 07-1 defines collaborative arrangements and requires
collaborators to present the result of activities for which they act as the
principal on a gross basis and report any payments received from (made to) the
other collaborators based on other applicable authoritative accounting
literature, and in the absence of other applicable authoritative literature, on
a reasonable, rational and consistent accounting policy is to be elected.
EITF 07-1 also provides for disclosures regarding the nature and purpose of
the arrangement, the entity’s rights and obligations, the accounting policy for
the arrangement and the income statement classification and amounts arising from
the agreement.





F-11





TAMM
OIL AND GAS CORP.


(An
Exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


MARCH
31, 2009








NOTE
1 – SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent accounting
pronouncements (continued)





EITF 07-1
will be effective for fiscal years beginning after December 15, 2008, which
will be the Company’s fiscal year 2009, and will be applied as a change in
accounting principle retrospectively for all collaborative arrangements existing
as of the effective date.


The
Company does not expect the adoption of EITF 07-1in 2009 will have a material
effect on its financial position, results of operations or cash
flows.





In June 2008, the FASB ratified the
consensus on Emerging Issues Task Force (EITF) Issue 07-5, “Determining
whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own
Stock.” This issue addresses whether an instrument (or an embedded feature) is
indexed to an entity’s own stock, which is the first part of the scope exception
in paragraph 11(a) of SFAS No. 133, for purposes of determining whether the
instrument should be classified as an equity instrument or accounted for as a
derivative instrument. The provisions of EITF Issue No. 07-5 are effective
for financial statements issued for fiscal years beginning after
December 15, 2008 and will be applied retrospectively through a cumulative
effect adjustment to retained earnings for outstanding instruments as of that
date.The Company does not expect the adoption of EITF 07-05 will have a
material effect on its financial position, results of operations or cash
flows.





In March
2008, the FASB” issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities - an amendment to FASB Statement No. 133” (“SFAS No.
161”).  SFAS No. 161 is intended to improve financial standards for
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.  Entities are
required to provide enhanced disclosures about: (a) how and why an entity uses
derivative instruments; (b) how derivative instruments and related hedged items
are accounted for under SFAS No. 133 and its related interpretations; and (c)
how derivative instruments and related hedged items affect an entity’s financial
position, financial performance and cash flows.  It is effective for
financial statements issued for fiscal years beginning after November 15, 2008,
with early adoption encouraged.  The Company does not expect the
adoption of SFAS No. 161 will have a material effect on its financial position,
results of operations or cash flows.





In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS No. 162").  SFAS No. 162
identifies the sources of accounting principles and the framework for selecting
the principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles (the GAAP hierarchy).  SFAS No.
162 will become 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 Company does not
expect the adoption of SFAS No. 162 to have a material effect on its
financial position, results of operations or cash flows.





F-12





TAMM
OIL AND GAS CORP.


(An
Exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


MARCH
31, 2009








NOTE
1 – SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent accounting
pronouncements (continued)





In May
2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement) " ("FSP APB 14-1").  FSP
APB 14-1 requires the issuer of certain convertible debt instruments that
may be settled in cash (or other assets) on conversion to separately account for
the liability (debt) and equity (conversion option) components of the instrument
in a manner that reflects the issuer's non-convertible debt borrowing
rate.  FSP APB 14-1 is effective for fiscal years beginning after
December 15, 2008 on a retroactive basis.  The Company does not
expect the adoption of FSP APB 14-1 will have a material effect on its financial
position, results of operations or cash flows.





In May
2008, the FASB issued FASB Statement No. 163, “Accounting for Financial
Guarantee Insurance Contracts”, which clarifies how FASB Statement No. 60,
“Accounting and Reporting by Insurance Enterprises”, applies to financial
guarantee insurance contracts issued by insurance enterprises. 
  The standard is effective for financial statements issued for fiscal
years beginning after December 15, 2008, including interim periods in that year.
The Company does not expect the adoption of SFAS 163 to have a material effect
on its  financial statements.





In
June 2008, the FASB issued FSP Emerging Issues Task Force
(EITF) No. 03-6-1, “Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities.” Under the FSP,
unvested share-based payment awards that contain rights to receive
non-forfeitable dividends (whether paid or unpaid) are participating securities,
and should be included in the two-class method of computing EPS. The FSP is
effective for fiscal years beginning after December 15, 2008, and interim
periods within those years. The Company does not expect the adoption of FSP EITF
No. 03-6-1 will have a material effect on its financial position, results
of operations or cash flows.





In
October 2008, the FASB issued FSP SFAS No. 157-3, “Determining the
Fair Value of a Financial Asset When the Market for That Asset Is Not Active.”
This position clarifies the application of SFAS No. 157 in a market
that is not active and provides an example to illustrate key considerations in
determining the fair value of a financial asset when the market for that
financial asset is not active. It also reaffirms the notion of fair value as an
exit price as of the measurement date. This position was effective upon
issuance, including prior periods for which financial statements have not been
issued. The adoption had no impact on the Company’s financial
statements.





In
December 2008, the FASB issued FSP 132(R)-1, Employers’ Disclosures about
Postretirement Benefit Plan Assets, which is effective for fiscal years ending
after December 15, 2009. FSP 132(R)-1 requires disclosures about fair value
measurements of plan assets that would be similar to the disclosures about fair
value measurements required by SFAS 157. The Company is assessing the potential
effect of the adoption of FSP 132(R)-1 on its financial
statements.





In
December 2008, the FASB issued FSP SFAS 140-4 and FIN 46(R)-8,
Disclosures about Transfers of Financial Assets and Interests in Variable
Interest Entities. The FSP requires extensive additional disclosure by public
entities with continuing involvement in transfers of financial assets to
special-purpose entities and with variable interest entities (VIEs), including
sponsors that have a variable interest in a VIE. This FSP became effective for
the first reporting period ending after December 15, 2008.  The
Company does not expect the adoption will have any material impact on the
Company’s financial statements.





F-13





TAMM
OIL AND GAS CORP.


(An
Exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


MARCH
31, 2009








NOTE
1 – SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent accounting
pronouncements (continued)





In
January 2009, the FASB issued Financial Statement of Position (“FSP”) Issue
No. EITF 99-20-1, “Amendments to the Impairment Guidance of EITF Issue
No. 99-20” (“FSP EITF No. 99-20-1”). FSP EITF No. 99-20-1 amends
the impairment guidance in EITF Issue No. 99-20, “Recognition of Interest
Income and Impairment on Purchased Beneficial Interests and Beneficial Interests
that Continue to be Held by a Transferor in Securitized Financial Assets” to
achieve more consistent determination of whether an other-than-temporary
impairment has occurred. The Company adopted FSP EITF No. 99-20-1 and it
did not have a material impact on the financial statements.





Recent
accounting pronouncements issued by the FASB (including its Emerging Issues Task
Force), the AICPA, and the SEC did not, or are not believed by management to,
have a material impact on the Company’s present or future financial
statements.





NOTE
2 – GOING CONCERN MATTERS





The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. As shown in the accompanying financial
statements for the year ended and inception to date periods ended March 31,
2009, the Company has incurred losses of $1,232,139 and $62,040,808,
respectively.  In addition, as of March 31, 2009, the Company had a
working capital deficit of $1,464,026, and no revenue generating operations.
These factors, among others, indicate that the Company may be unable to continue
as a going concern.





The
Company's existence is dependent upon management's ability to develop profitable
operations and resolve its liquidity problems. The accompanying financial
statements do not include any adjustments that may result should the Company be
unable to continue as a going concern.





The
Company is attempting to obtain financing for its operations. There can be no
assurance that the Company will be successful in its effort to secure additional
equity financing. If operations and cash flows continue to improve through these
efforts, management believes that the Company can continue to operate. However,
no assurance can be given that management’s actions will result in profitable
operations or the resolution of its liquidity problems.





NOTE
3 – 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”), 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.





F-14





TAMM
OIL AND GAS CORP.


(An
Exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


MARCH
31, 2009








NOTE
3 – RECEIVABLE FROM AN AFFILIATED ENTITY (continued)





As of
March 31, 2009, the Company entered into a termination and rescission agreement
with Alberta stockholders pursuant to which the Company and the Alberta
stockholders have agreed to rescind the transactions consummated under the
Exchange Agreements with the same effect as if the Exchange Agreements had never
been executed and delivered and such transactions had never been consummated.
The TAMM shares issued pending the transaction have been cancelled
effectively April 17, 2009 and returned to Treasury.  The
rescission was undertaken voluntarily by both parties. As a result, the
Company’s entire ownership interest in the Sawn Lake Region now consists of (1)
a gross overriding royalty right on 36.5 sections of Sawn Lake Oil Sands leases
providing the Company with 2% of the revenue of oil sold from those
sections.  The Company currently has no other interest in or right to
any asset in the Sawn Lake Region.





NOTE
4 – OIL SANDS PROPERTIES





Peace River
Purchase





On May
28, 2008, the Company purchased 14 sections of petroleum and natural gas
(“P&NG”) leases in the Peace River region of northern Alberta for $374,883
that is 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 with a total investment of
$4,032,178.





NOTE
5 – NOTES PAYABLE TO AFFILIATED ENTITY





During
the year ended March 31, 2009, the Company issued $1,250,000 of demand notes
payable with an interest rate of prime plus 2% per annum. The Company repaid
$500,000 of the demand notes during the year ended March 31, 2009. As of March
31, 2009, outstanding notes payable on the demand notes totaled
$750,000.





The
noteholder is a shareholder of 1132559 Alberta, Ltd., an affiliated entity as
Alberta and TAMM have officers and/or directors in common.





During
the year ended March 31, 2009, the Company received advances from a related
party of $57,295, used to pay operating expenses.




NOTE
6 – CAPITAL STOCK




Preferred
stock





The
Company has authorized the issuance of 1,000,000 shares of preferred stock, par
value $.001 per share. The Company’s Board of Directors has broad discretion to
create one or more series of preferred stock and determine the rights,
preferences, and privileges of any such series.





F-15





TAMM
OIL AND GAS CORP.


(An
Exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


MARCH
31, 2009





NOTE
6 – CAPITAL STOCK (continued)





Common
stock





The
Company initially authorized the issuance of 50,000,000 shares of common stock,
par value $.001. On November 13, 2007, the Company declared a 15:1 forward
split, and concurrently increased its authorized shares to 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.





As of
March 31, 2009 and 2008, there were 62,780,000 and 118,313,000 shares of common
stock issued and outstanding respectively.





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.





On
November 23, 2007, the Company 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
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.





On
December 20, 2007, the Company 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.





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.





F-16





TAMM
OIL AND GAS CORP.


(An
Exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


MARCH
31, 2009





NOTE
6 – CAPITAL STOCK (continued)





Common stock
(continued)





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. During the year ended March 31, 2009, the common stock issued was
returned to the Company in exchange for the return of the shares of DWOG. The
shares were retired at par value. Accordingly, the impairment reserve has been
recognized as a permanent difference for income tax purposes.





In July
2008, 34,000,000 shares of the Company’s common stock previously issued to
founders in October 2005 were returned for cancellation.





In
September 2008, 21,533,000 shares of the Company’s common stock previously
issued in exchange for common shares of Deep Well Oil & Gas, Inc were
returned to the Company and cancelled.





NOTE
7 – OPTIONS AND WARRANTS





Stock
warrant activities from March 31, 2008 through March 31, 2009 are as
follows:




Stock WarrantsWeightedExerciseShares
                                            
                                            PriceOutstanding
      at March 31, 2008
                                            
                                            1,280,000
                                            
                                            $
                                            1.75Granted
                                            
                                            —
                                            
                                            
                                            —Canceled
                                            
                                            —
                                            
                                            
                                            —Expired
                                            
                                            —
                                            
                                            
                                            —Exercised
                                            
                                            —
                                            
                                            
                                            —Outstanding
      at March 31, 2009
                                            
                                            1,280,000
                                            
                                            $
                                            1.75








Warrants
outstanding and exercisable at March 31, 2009, are as follows:





Outstanding and Exercisable WarrantsWeighted
                                    
                                    WeightedExercise
                                    
                                    
                                    
                                    
                                    
                                    Average
                                    
                                    AveragePrice
                                    
                                    
                                    
                                    
                                    
                                    Contractual
                                    
                                    ExerciseRange
                                    
                                    
                                    Number
                                    
                                    
                                    Life
                                    
                                    Price$
                                    1.75
                                    
                                    
                                    1,280,000
                                    
                                    
                                    0.69
                                    
                                    $
                                    1.75





Options





As of
March 31, 2009, the Company has no outstanding options.





F-17





TAMM
OIL AND GAS CORP.


(An
Exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


MARCH
31, 2009





NOTE
8 - CONTINGENCIES





Operating
leases





The
Company is provided operating facilities from an affiliated entity at no
cost.





Consulting
agreements





The Company has consulting agreements
with outside contractors, certain of whom are also Company stockholders. The
Agreements are generally month to month.





Litigation





The
Company was a defendant in pending litigation by Deep Well Oil & Gas, Inc.
(“Deep Well”) in the United States District Court of Nevada. The litigation
involved an alleged breach by the Company of federal securities law requirements
for an alleged tender offer to Deep Well’s 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 in this litigation was that the subject
transactions were private stock exchange agreements between the Company and
certain Deep Well shareholders and did not constitute a tender offer. The
Company denied the other allegations in the Complaint as well. The Company filed
its opposition to a motion for preliminary injunction and a motion to dismiss,
and Deep Well failed to dismiss the suit. The Company filed a motion for partial
summary judgment, to which Deep Well opposed and also filed its First Amended
Complaint, which adds a claim for conspiracy against the Company, and other
parties. The Company moved to dismiss the Complaints. Briefings were completed
by March 10, 2009 and the matter was submitted to the court for hearing and
decision.  All significant matters were declared moot.





From time
to time, we may become involved in various lawsuits and legal proceedings which
arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. Except as described below,
we are currently not aware of any such legal proceedings that we believe will
have, individually or in the aggregate, a material adverse affect on our
business, financial condition or operating results.





NOTE
9 – INCOME TAXES





Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting and tax
purposes. Significant components of the Company’s deferred tax assets as of
March 31, 2009 and 2008 are as follows:





2009
                                  
                                  
                                  2008Deferred
      tax assets:Net
      operating losses
                                  
                                  $
                                  430,650
                                  
                                  
                                  $
                                  121,370Total
      gross deferred tax assets
                                  
                                  
                                  430,650
                                  
                                  
                                  
                                  121,370Less
      valuation allowance
                                  
                                  
                                  (430,650
                                  )
                                  
                                  
                                  (121,370
                                  )Net
      deferred tax asset
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  —





F-18





TAMM
OIL AND GAS CORP.


(An
Exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


MARCH
31, 2009








NOTE
9 – INCOME TAXES (continued)





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, 2009, the Company has available net operating
loss carry forwards of approximately $1,575,000 for federal and state income tax
purposes. The net operating losses will expire through 2029 and 2019 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.





At March
31, 2009 and 2008, the Company’s tax provision consists of:





2009
                                      
                                      
                                      2008CurrentFederal
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      —State
                                      
                                      
                                      1,709
                                      
                                      
                                      
                                      —1,709
                                      
                                      
                                      
                                      —DeferredFederal
                                      
                                      
                                      —
                                      
                                      
                                      
                                      —State
                                      
                                      
                                      —
                                      
                                      
                                      
                                      ——
                                      
                                      
                                      
                                      —Total
                                      
                                      $
                                      1,709
                                      
                                      
                                      $
                                      —





For the
years ended March 31, 2009 and 2008, 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:





2009
                              
                              
                              2008Computed
      expected federal tax benefits
                              
                              $
                              (21,081,250
                              )
                              
                              $
                              (20,650,600
                              )Permanent
      difference, impairment of certain investments
                              
                              
                              20,557,430
                              
                              
                              
                              20,557,430State
      and local income taxes, net of federal benefit
                              
                              
                              —
                              
                              
                              
                              -Change
      in valuation reserve
                              
                              
                              522,111
                              
                              
                              
                              93,170Provision
      for income taxes
                              
                              $
                              1,709
                              
                              
                              $
                              -





F-19





TAMM
OIL AND GAS CORP.


(An
Exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


MARCH
31, 2009





NOTE
9 – SUBSEQUENT EVENTS





On May 21, 2009, the Company
entered into an agreement with: (a) 1164572 Alberta Ltd (“1164572”)., a
corporation formed in accordance with the laws of the Province ofAlberta,Canada; and (b) Asperago Holdings SA.
(“Asperago”), a corporation formed in accordance with the laws of thePanama; and (c) Elestone SA (“Elestone”), a
corporation formed in accordance with the laws ofPanama(“the Agreement”). In that Agreement
and in connection with the transactions contemplated therewith; TAMM will
acquire at closing 100% working interest in 1280 acres of Oil Sands leases in
theProvinceofAlbertafrom 1164572 Alberta Ltd and issue
2,428,000 shares of TAMM as consideration.   1164572 will retain
a 2% GORR on the leases.  In a parallel transaction, TAMM will acquire
at closing 100% working interest in 6400 acres of Petroleum and Natural Gas
leases in theProvinceofAlbertafrom Asperago Holdings AS and Elestone
SA who currently jointly hold these leases.  Asperago and Elestone
will retain a 2% GORR.  At closing TAMM will issue 7,286,000 shares of
TAMM as consideration to each of Asperago and Elestone.   Closing
is expected within 60 days after full due diligence is completed and title
transfer has been completed.





On June 12, 2009, we entered into an
agreement with: Petrocorp Inc, aDelawarecorporation  (“the Agreement”). In
that Agreement and in connection with the transactions contemplated therewith ;
TAMM has acquired  100% working interest in 5120 acres of Oil Sands
leases in theProvinceofAlbertafrom Petrocorp Inc. and issued
1,000,000 shares of TAMM as consideration.





On June
30, 2009, the Company entered into a farm-in agreement to acquire the heavy oil
rights on up to 276,000 gross acres (138,000 net) through Zentrum Energy Trust,
AG (“Zentrum”) of Switzerland, in the Peace River area of Northwest Alberta,
Canada. The agreement provides that the Company has the right to pay 100%
Iinterest. Zentrum will have the first right of refusal for any equity-based
financing that TAMM may enter into during the next thirty-six months, upon
thirty days’ formal notice of the intention to exercise such right.





F-20





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




There were
no disagreements with our accountants and auditors on any matters of accounting
principles, practices or financial disclosures during 2009 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 ended 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.





20





Item
9A. Controls and procedures




We
maintain disclosure controls and procedures that are designed to ensure that
material information required to be disclosed in our periodic reports filed
under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded,
processed, summarized, and reported within the time periods specified in the
SEC’s rules and forms and to ensure that such information is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer (principal financial officer) as appropriate, to allow timely
decisions regarding required disclosure. During the quarter ended March 31, 2009
we carried out an evaluation, under the supervision and with the participation
of our management, including the principal executive officer and the principal
financial officer (principal financial officer), of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in
Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, because of
the Company’s limited resources and limited number of employees, management
concluded that, as of March 31, 2009, our internal control over financial
reporting is not effective in providing reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles.




Changes
in internal controls.





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





Management's Report on
Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Under the supervision of our Chief Executive
Officer, the Company conducted an evaluation of the effectiveness of our
internal control over financial reporting as of March 31, 2009 using the
criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO).




A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will
not be prevented or detected on a timely basis. In its assessment of the
effectiveness of internal control over financial reporting as of March 31, 2008,
we determined that control deficiencies existed that constituted material
weaknesses, as described below:




●
            lack
      of documented policies and procedures;●
            we
      have no audit committee;●
            there
      is a risk of management override given that our officers have a high
      degree of involvement in our day to day operations.●
            there
      is no policy on fraud and no code of ethics at this time, though we plan
      to implement such policies in fiscal 2009; and●
            there
      is no effective separation of duties, which includes monitoring controls,
      between the members of management.




Management
is currently evaluating what steps can be taken in order to address these
material weaknesses.




Accordingly,
we concluded that these control deficiencies resulted in a reasonable
possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis by the company’s
internal controls.






21




As a
result of the material weaknesses described above, management has concluded that
the Company did not maintain effective internal control over financial reporting
as of March 31, 2009 based on criteria established in Internal
Control—Integrated Framework issued by COSO.





Stark
Winter Schenkein & Co., LLP, an independent registered public accounting
firm, was not required to and has not issued a report concerning the
effectiveness of our internal control over financial reporting as of March 31,
2009.





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,
2009 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 SinceWiktor
      Musial
              
              49
              
              President,
      Secretary, Treasurer, Director
              
              1/07/08Gerald
      Vikse
              
              55
              
              VP
      Operations, Director
              
              1/07/08
      to 4/01/09William
      Tighe
              
              60
              
              Chairman
      of Board, Director
              
              11/27/07Sean
      Dickenson
                
                Donald
      Hryhor
              
              35
                
                53
              
              Director
                
                Director
              
              5/3/07  to
      07/16/08
                
                8/29/08





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:




22




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, anengineering/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.




Donald W. Hryhor, Director





Don W.
Hryhor has over 35 years of hands-on experience in various disciplines of the
oil exploration industry. From 1972-1988, Mr. Hryhor trained with Hryhor
Geophysical Ltd., an exploration consulting firm involved in major oilfield
discoveries throughout the world, including the first major pools in the British
North Sea, U.K., Rainbow Lake, Zama, South Ricinus, and several other fields
throughout Western Canada, U.S. Gulf Coast and Texas.





Mr.
Hryhor founded Canadian Wildcat Exploration Limited in 1988, Scarlet Exploration
Inc. ("V.SCO") in 1993, and Grand River Resources Inc. in 1995, oil exploration
firms located in Calgary, Alberta. He currently is the President and Chief
Executive Officer of Thunder River Energy Inc. (and Thunder's subsidiary, CIMA
Holdings Inc. in New Mexico), and operates privately as President and CEO of
both Canadian Wildcat Corporation and Western Crown Corporation, both of which
are oil exploration firms located in Calgary, Alberta.





23





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
resigned on July 16, 2008.





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. Gerald resigned
on April 1, 2009.




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.





On August 29, 2008, we appointed Mr.
Donald W. Hryhor to our board of directors. Mr. Hryhor has over 35 years
experience in various aspects of the oil exploration
industry.




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);





(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;




24




(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.





(d)
Board of Director Meetings.




During
our fiscal year ended march 31, 2009, our Board of Directors met on June 23,
2008, September 11, 2008, October 29, 2008 and March 31, 2009.




(e)
Annual Shareholder Meetings




During
our Fiscal Year 2009, we did not conduct an annual shareholder
meeting.




(f) Code of ethics




We have
not yet adopted a Code of Ethics.





25





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, 2009; however, some reports were not filed on a timely
basis.





Item 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, 2009 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.





26





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
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    60,000
                                                                                    *2009
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    16,567Gerald
      Vikse
                                                                                    
                                                                                    
                                                                                    2007
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    0VP-Operations
                                                                                    
                                                                                    
                                                                                    2008
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    21,433
                                                                                    *Director
                                                                                    
                                                                                    
                                                                                    2009
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    83,708Wiktor
      Musial
                                                                                    
                                                                                    
                                                                                    2007
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    0President/Secretary
                                                                                    
                                                                                    
                                                                                    2008
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    8,162
                                                                                    *Treasurer
                                                                                    
                                                                                    
                                                                                    2009
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    13,191William
      Tighe
                                                                                    
                                                                                    
                                                                                    2007
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    0Chairman
      of the Board
                                                                                    
                                                                                    
                                                                                    2008
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    02009
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    0
                                                                                    
                                                                                    
                                                                                    0
                                                                                    
                                                                                    0




* All
Other Compensation paid was for consulting services rendered and includes
expenses




(c)    
Options/SAR granted during
year-ended March 31, 2009





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,
2009.




(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.





27





(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.




(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,
2009.





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 62,780,000
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. In addition, in July 2008, 34,000,000
shares of the Company’s common stock previously issued to founders in October
2005 were returned for cancellation.




SECURITY OWNERSHIP OF BENEFICIAL
OWNERS




Name
      and Address of
                                Beneficial
      Owner
                              
                              Shares of
                                Common Stock
                                Beneficially Owned
                              
                              Percent of
                                Common Stock
                                Outstanding1141577
      Alberta Ltd
                              
                              
                              22,975,000
                              
                              36.6
                              %William
      Tighe
                                505
      8th
      Ave SW
                                Calgary
      Alberta





28





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
                              
                              
                              22,975,000
                              
                              36.6
                              %Sean
      Dickenson
                                Director
      - retired
                                203-2630
      Arbutus Street
                                Vancouver,
      B.C. Canada
                                V6J
      5L8Gerald
      Vikse
                                Vice
      President of Operations Director-retired734-7th
      Avenue, S.W.
                                Calgary,
      Alberta, CanadaOfficers/
      Directors as a Group
                              
                              
                              22,975,000
                              
                              36.6
                              %





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.





29





Item 14. Principal accountants’ fees and services




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




Fiscal
      year ended March 31,Description
                                                          
                                                          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
                                                          
                                                          
                                                          $
                                                          9,698
  Notes:


(1)
Represents fees billed in connection transition to new audit firm.




Stark
Winter Schenkein & Co. LLP


Fiscal
      year ended March 31,Description
                                                                        
                                                                        
                                                                        2008
                                                                        
                                                                        
                                                                        2009Year
      end audit and review of quarterly interim financial
    statements
                                                                        
                                                                        $
                                                                        33,500
                                                                        
                                                                        $
                                                                        38,300Other
      audit related fees not included above
                                                                        
                                                                        
                                                                        2,400
                                                                        
                                                                        
                                                                        11,275
                                                                        
                                                                        (1
                                                                        )Tax
      compliance, tax advice and tax planning
                                                                        
                                                                        
                                                                        3,500
                                                                        
                                                                        
                                                                        -Total
                                                                        
                                                                        $
                                                                        39,400
                                                                        
                                                                        $
                                                                        49,575


Notes:




(1)
$10,275 of which represents fees relating to acquisitions.




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.





30





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, 2009 and 2008
                    
                    F-3Statements
      of Operations for the years ended March 31, 2009 and 2008 and inception to
      date
                    
                    F-4Statements
      of Cash Flows for the years ended March 31, 2009 and 2008 and inception to
      date
                    
                    F-6Statement
      of Stockholders' Equity for the years ended March 31, 2009 and 2008 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
                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.





31





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-2.3(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




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




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





April 7 – Section 8 –
Other events – Deepwelllegal action –
incorporated by reference as 8K filed with the SEC on April 7, 2008





June 3, 2008 -Item 1.01 Entry into a Material
Definitive Agreement- acquisition of 14 sections of P&NG leases –
incorporated by reference as 8k filed with the SEC on June 3,
2008.





July 16, 2008, item 5.02– Departure of Directors or Certain
Officers – incorporated by reference as 8K filed with the SEC on July 16,
2008.




August 11, 2008 - Item 3.02 Unregistered
Sales of Equity Securities cancellation of 34,000,000 shares – incorporated by
reference as 8K filed with the SEC on August 11, 2008





August
29, Item 5.02 Election of Directors – incorporated by reference as 8K filed with
the SEC on Aug 29, 2008.





September
5, 2008 Item 1.01 Entry into a
Material Definitive Agreement for acquisition of 1132559 Albertaincorporated by reference as 8K filed with the SEC on September 5,
2008.





September 19, 2008  Section 8
-Other Events recession agreements with LB Private Band, Arthur Sulzer and Rahn
and Bodmenr incorporated by reference as 8K filed with the SEC on September 19,
2008





33





TAMM OIL
AND GAS






By: 
/s/ Wiktor
Musial




Wiktor
Musial


President/Director


Date:
July 14, 2009




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/ Don
Hryhor




Don
Hyhor, Director




By: 
/s/ William
Tighe




William
Tighe, Chairman of the Board/Director






34