SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


Amendment No. 1





(Mark One)





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




For the year ended March 31, 2010




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 1120, 833 4th  Ave SW, Calgary, AB, Canada T2P 3T5


(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, 2010, the aggregate market value of the voting and nonvoting common equity held by non-affiliates of TAMM Oil and Gas Corp. was approximately $28,902,500. This estimate is based on the last sale price per share of $.50 on March 31, 2010 on the OTCBB, and 57,805,000 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 24, 2010 was 80,780,000.




EXPLANATORY NOTE
  This Amendment No 1 to Form 10-K (“Amendment No. 1”) amends the Annual Report of Tamm Oil and Gas Corp. (the “Company”) on Form 10-K for the year ended March 31, 2010, as filed with the Securities and Exchange Commission on June 25, 2010 (the “Original Filing”).  This Amendment No. 1 is being filed for the purpose of including the Report of Independent Registered Public Accounting Firm and an additional exhibit erroneously omitted from the Original Filing.
  We have not updated the information contained herein for events occurring subsequent to June 25, 2010, the date of the Original Filing.







Table of ContentsPage No.PART IItem 1.
Business

4Item 1A.
Risk Factors

6Item 1B
Unresolved Staff Comments

11Item 2.
Properties

11Item 3.
Legal Proceedings

13Item 4.
Submission of Matters to a Vote of Security Holders

13PART IIItem 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

13Item 6.
Selected Financial Data

15Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operation

15Item 7A.
Quantitative and Qualitative Disclosures About Market Risk

22Item 8.
Financial Statements and Supplementary Data

F-1Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

23Item 9A.
Controls and Procedures

23Item 9B.
Other Information

24PART IIIItem 10.
Directors and Executive Officers of the Company and Compliance with Section 16(a) of the Exchange Act

24Item 11.
Executive Compensation

29Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

30Item 13.
Certain Relationships and Related Transactions

30Item 14.
Principal Accountant Fees and Services

32PART IVItem 15.
Exhibits, Financial Statement Schedules

33Signatures

35




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 15, contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the results of TAMM Oil and Gas Corp. to differ materially from those expressed or implied by such forward-looking statements. The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward-looking statements.” Our operations are subject to significant risks and uncertainties, including, but not limited to, certain risk factors, which are described in more detail under “Risk Factors” beginning on page 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, 2010 and 2009, we reported net losses of $3,328,467 and $1,232,139, 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 in the next 2-5 years – should an enhanced recovery project be identified, a certain amount of the capital will be assigned to research at the early stages of such a project to identify the most economic technical model.





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 Musial, 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 1120, 833 4th Avenue SW, Calgary AB T2P 3T5. 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, 2010, we have an accumulated deficit of $65,369,275. 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 makes it difficult 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 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.





Exploration and Production





Our operations are subject to various types of regulation at federal, state, provincial, territorial and local levels. These types of regulations may include requiring permits for the drilling of wells, drilling bonds and reports concerning operations. Most provinces, states, territories and some municipalities in which we operate also regulate one or more of the following:


7




·
the location of wells;




·
the method of drilling and casing wells;





·
the surface use and restoration of properties upon which wells are drilled;





·
the plugging and abandoning of wells; and





·
notice to surface owners and other third parties.





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.





Although the regulatory burden on the oil and gas industry increases our cost of doing business and, consequently, affects our profitability, these burdens generally do not affect us any differently or to any greater or lesser extent than they affect other companies in the industry with similar types, quantities and locations of production.





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





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




8


Trends and Uncertainties





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.





Government and Environmental Regulation





Our business is governed by numerous laws and regulations at various levels of government. These laws and regulations govern the operation and maintenance of our facilities, the discharge of materials into the environment and other environmental protection issues. The laws and regulations may, among other potential consequences, require that we acquire permits before commencing drilling, restrict the substances that can be released into the environment with drilling and production activities, limit or prohibit drilling activities on protected areas such as wetlands or wilderness areas, require that reclamation measures be taken to prevent pollution from former operations, require remedial measures to mitigate pollution from former operations, such as plugging abandoned wells and remediation of contaminated soil and groundwater, and require remedial measures to be taken with respect to property designated as a contaminated site.





Under these laws and regulations, we could be liable for personal injury, clean-up costs and other environmental and property damages, as well as administrative, civil and criminal penalties. We maintain limited insurance coverage for sudden and accidental environmental damages as well as environmental damage that occurs over time. However, we do not believe that 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.





The costs of complying with environmental laws and regulations in the future may harm our business. Furthermore, future changes in environmental laws and regulations could occur that may result in stricter standards and enforcement, larger fines and liability, and increased capital expenditures and operating costs, any of which could have a material adverse effect on our financial condition or results of operations.




9





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:





·
actions of the Organization of Petroleum Exporting Countries and its production constraints;·
United States and global 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.





Oil and Natural Gas Properties





We believe that we have satisfactory title to our producing properties in accordance with standards generally accepted in the oil and natural gas industry and specific to the jurisdiction that the properties reside.





Although title to these properties is subject to encumbrances, in some cases, such as customary interests generally retained in connection with the acquisition of real property, customary royalty interests and contract terms and restrictions, liens under operating agreements, liens related to environmental liabilities associated with historical operations, liens for current taxes and other burdens, easements, restrictions and minor encumbrances customary in the oil and natural gas industry; we believe that none of these liens, restrictions, easements, burdens and encumbrances will materially detract from the value of these properties or from our interest in these properties or will materially interfere with our use in the operation of our business. In some cases, lands over which leases have been obtained may be subject to prior liens that have not been subordinated to the leases. In addition, we believe we have obtained sufficient rights-of-way grants and permits from public authorities and private parties for us to operate our business in all material respects.




10





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





None





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.





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 as 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





On June 12, 2009, we acquired a 100% working interest in 5,120 acres of oil sands leases in the Province of Alberta, in exchange for 1,000,000 shares of our common stock valued at $800,000.


11




On September 27, 2009, we acquired a 100% working interest in 1,280 acres of oil sands leases with a 2% gross overriding royalty retained by the seller in exchange for 2,428,000 shares of the Company’s common stock. The value of these rights was recorded at $1,626,760. In addition, we acquired 100% working interest in 6,400 acres of petroleum and natural gas leases with a 2% gross overriding royalty retained by the seller in exchange for 14,572,000 shares of the Company’s common stock. The value of these rights was recorded at $9,763,240.





During the year ended March 31, 2010, we performed an evaluation of our royalty agreement for purposes of determining the implied fair value of the assets at March 31, 2010. The test indicated that the recorded remaining book value of its royalty agreement exceeded its fair value for the year ended March 31, 2010.  As a result, upon completion of the assessment, we recorded a non-cash impairment charge of $2,929,868, net of tax, or $0.04 per share during the year ended March 31, 2010 to reduce the carrying value of the royalty


Our decision to acquire these undeveloped properties at a combined cost of $11,390,000 was based on the following:





June 23, 2008 – Chapman Petroleum Engineering determined that the Mississippian-aged Lower Debolt and Elkton member zones for our 35 sections of land contain 2.33 billion barrels of original total heavy oil in place.





Based on publically available geological information from government records, based on drilling results through the many wells which are also publically available, and the competitive bidding for the lands that occurred in 2008 to 2009, the corporation is confident that after the planned work programs for this winter, that the properties will be shown to have substantially more value than the accounted value as per US GAAP.





Subsequent to our acquisition, an updated Chapman report dated November 1, 2009 shows there is an incremental 810 million barrels of heavy oil in place on our newly acquired lands for a combined total of 3.14 billion barrels of original total heavy oil in place.





Our approach to exploiting the properties is as follows:





Our geologist has identified target zones which we are presently evaluating with the goal of two drill locations. The goal for these locations is to drill, core and drill stem test the target formations followed by running a 30 day evaluation test for product deliverability and for engineering purposes. Once completed and dependent on the results of the testing, we will evaluate our overall position.





Dependent on the licensing process and financing, we expect to commence drilling within 3 months of the required funds being available.  Fundraising is ongoing in North America and Europe - and upon firm commitment, the licensing process will be initiated to shorten the time frame.





Based on results, we intend to commission a prospective resource report to assist us in moving forward in the development of the all the TAMM leases.  An updated report is underway to reflect new information available on adjacent lands.





agreement to $945,068. Considerable management judgment is necessary to estimate the fair value.  Accordingly, actual results could vary significantly from management’s estimates.





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.




12


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.





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.





2009

Low Bid


High BidSecond Quarter

$
1.40


$
2.80Third Quarter

$
0.80


$
1.70Fourth Quarter

$
0.30


$
0.802010First  Quarter

$
0.50


$
0.90Second Quarter

$
0.56


$
1.09Third Quarter

$
0.62


$
1.11Fourth Quarter

$
0.465


$
1.0010





Holders





As of March 31, 2010, there were less than 30 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.


13





Outstanding shares





As of March 31, 2010, we had 80,780,000 common shares issued and outstanding.





As of March 31, 2010, we have no shares of preferred stock issued and outstanding.





Dividends





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





Securities authorized for issuance under equity compensation plans





Equity compensation plans approved by security holders

NoneEquity compensation plans not approved by security holders

None





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 $0.0033 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 stocks at a price of $.07 per share 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 was exercisable into one common share at a price of $1.75 per Warrant Share until November 23, 2009, at which date they expired.





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 was exercisable intoone common share at a price of $1.75 per Warrant Share until December 20, 2009, at which date they expired.


14










On December 27, 2007, we exchanged 21,533,000 shares of our common stock with 3 shareholders of Deep Well and we received 21,533,000 shares of Deep Well 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 was exercisable intoone common share at a price of $1.75 per Warrant Share until March 5, 2010, at which date they expired.





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.





In June 2009, we issued 1,000,000 shares of its common stock to acquire Union Energy, LLC, valued at $800,000.





In September 2009, we issued an aggregate of 17,000,000 shares of its common stock to acquire working interests in oil sands and petroleum and gas properties, valued at $11,390,000.





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 2010.


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.




15





Uncertainties and Trends





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





·
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 – 2010 and 2009





(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.








2010


2009Current Assets

$
12,760


$
18,347Current Liabilities


1,791,634



1,482,373Working Capital (Deficit)

$
(1,778,874
)

$
(1,464,026
)








Our current assets decreased by $5,587 from $18,347 as of March 31, 2009 to $12,760 at March 31, 2010.  The decrease was primarily from a decrease in cash.





Our working capital deficit increased by $314,848 to a $1,778,874 as of March 31, 2010, from $1,464, 026 at March 31, 2009. Accounts payable and accrued expenses increased from $675,078 as of March 31, 2009 to $973,599 as of March 31, 2010 primarily from professional fees incurred during the current year. Other accounts receivable decreased from $12,483 as of March 31, 2009, to $4,187, as of March 31, 2010.





Related party debt increased to $68,034 as of March 31, 2010 from $57,295 as of March 31, 2009 solely due to foreign currency translations.





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.




16





(a) (2)     Property and equipment 2010 and 2009





During 2010, there were no material changes to our property and equipment.





March 31

2010


2009Office equipment

$
276


$
303Fixed assets net

$
276


$
303





(a) (3) Capital commitments





We do not have any long term debt, capital lease obligations, operating or purchase obligations at March 31, 2010.





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





(a) (5) Equity





Stockholders’ equity increased to $13,522,385 as of March 31, 2010, from $3,139,707 as of March 31, 2009. The primary reasons for the increase was the stock-based acquisitions of oil and gas properties of $12,190,000 and foreign currency translation gain of $1,521,145, net with our incurred net loss of $3,328,467.





(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.





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.




17


(a) (7) Results of operations. The following sets forth certain information regarding our results of operations as of March 31, 2010 and 2009.


Years ended March 31

2010


2009General and administrative

$
345,170


$
1,171,682
)Operating (loss)


(345,170
)


(1,171,682
)Asset impairments


(2,929,868
)


(2,032
)Other income (loss)


(53,429
)


(56,716
)Net (loss)


(3,328,467
)


(1,232139
)Net (loss) per share - basic and diluted


(0.05)



(0.01
)Weighted average shares - basic and diluted


72,475,890



83,894,000





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





Revenue.During both 2010 and 2009, our revenues were $0.





Production costs.Production costs remained $0 during 2010 and 2009.





Exploration & development.Exploration and mine development costs was $0 during 2010 and 2009.





General and administrative expenses.Our general and administrative expenses decreased by $826,512, or 70.5%, to $345,170 during 2010 from $1,171,682 during 2009. We attribute the decrease 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 was due primarily to the closure of a previous outstanding lawsuit.





Depreciation.Depreciation was $95 in 2010, $792 in 2009.





Impairment.During the year ended March 31, 2010, we performed an evaluation of our royalty agreement for purposes of determining the implied fair value of the assets at March 31, 2010. The test indicated that the recorded remaining book value of its royalty agreement exceeded its fair value for the year ended March 31, 2010.  As a result, upon completion of the assessment, we recorded a non-cash impairment charge of $2,929,868, net of tax, or $0.04 per share during the year ended March 31, 2010 to reduce the carrying value of the royalty agreement to $945,068. Considerable management judgment is necessary to estimate the fair value.  Accordingly, actual results could vary significantly from management’s estimates.





Net loss.Our net loss in 2010 was ($3,328,467) compared to ($1,232,139) in 2009, resulting in a basic per-share loss of $(0.05) in 2010 and $(0.01) in 2009 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 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.





18





(a) (8) Cash flow





We have been able to meet our working capital obligations and cover our net loss through the collection of our receivable from related party, net of repayments of related party notes. Net cash flows used by our financing activities totaled $(25,989) in 2010 and compared to $797,295 provided in 2009. Cash increased to $8,573 as of March 31, 2010 from $1,461 at March 31, 2009.








Net cash flows for the years ended

2010


2009Net (loss)

$
(3,328,467
)

$
(1,232,139
)Net cash flows (used in) operating activities


(246,357
)


(570,853
)Cash flows provided by (used in) investing activities


144,021



(397,162
)Net cash flows provided (used in)by financing activities


(25,989
)


797,295Net increase (decrease) increase in cash


7,112



(168,383
)Cash beginning of year


1,461



169,844Cash end of year


8,573



1,461





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.




19





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.





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 units 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 in Northern Alberta operated by Deep Well Oil and Gas, Inc.  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 Accounting Standards Codification subtopic 360-10, Property, plant and equipment (“ASC 360-10”), 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 (“138 Alberta”); and (b) 1132559 Alberta Ltd. (“113 Alberta”). The Agreement provided that 113 Alberta’s shareholders would sell their respective common shares to 138 Alberta, 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 Parties have rescinded the 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.




20





Accordingly, as of March 31, 2009, we 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 effective 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.





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.


21





Core Drilling Programs





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





Exploratory Well Drilling





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





(e) Accounting policies





(e) (1) Critical accounting policies





A summary of our significant accounting policies is contained in Note 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.




22





Item 8. Financial Statements and Supplementary Data






TAMM OIL AND GAS CORP.


(An Exploration Stage Company)








Index to Financial Statements





PageReport of Independent Registered Public Accounting Firm


F-2Consolidated Balance Sheets as of March 31, 2010 and 2009


F-3Consolidated Statements of Operations For The Years Ended March 31, 2010 and 2009 and For the Period from October 10, 2005 (date of inception) Through March 31, 2010


F-4Consolidated Statement of Stockholders’ Equity For The Period From October 10, 2005 (date of inception) Through March 31, 2010


F-5Consolidated Statements of Cash Flows For The Years Ended March 31, 2010 and 2009 and For the Period From October 10, 2005 (date of inception) Through March 31, 2010


F-6Notes To Consolidated Financial Statements

F-7 ~ F-19




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, 2010 and 2009, 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, 2010. 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, 2010. The other auditor’s 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, 2010 and 2009, 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, 2010, 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.
 
 
 /s/ Stark Winter Schenkein & Co., LLP
 
 
 
 Denver, Colorado
 June 11, 2010   F-2


TAMM OIL AND GAS CORP.(An Exploration Stage Company)CONSOLIDATED BALANCE SHEETSMarch 31,2010


2009ASSETSCurrent assets:Cash

$
8,573


$
1,461Accounts receivable


4,187



12,483Prepaid expenses


-



4,403Total current assets


12,760



18,347Property, plant and equipment:Oil sands properties, unevaluated


14,902,483



4,032,178Furniture and equipment, net


276



303Total property, plant and equipment


14,902,759



4,032,481Other assets:Receivable from affiliated entity


398,500



571,252Total other assets


398,500



571,252Total assets

$
15,314,019


$
4,622,080LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable and accrued liabilities

$
973,600


$
675,078Advances from related party


68,034



57,295Notes payable from related party


750,000



750,000Total current liabilities


1,791,634



1,482,373Commitments 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, 80,780,000 and 62,780,000 shares issued and outstanding as of March 31, 2010 and 2009, respectively


80,780



62,780Additional paid in capital


78,376,380



66,204,380(Deficit) accumulated during exploration stage


(65,369,275
)


(62,040,808
)Accumulated other comprehensive (loss)


434,500



(1,086,645
)Total stockholders' equity


13,522,385



3,139,707Total liabilities and stockholders' equity

$
15,314,019


$
4,622,080The accompanying notes are an integral part of these consolidated financial statements
  F-3


TAMM OIL AND GAS CORP(An Exploration Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONSFor the periodOctober 10, 2005(date of inception)For the year ended March 31,


through2010


2009


March 31, 2010REVENUE

$
-


$
-


$
-OPERATING EXPENSES:Selling, general and administrative


345,075



1,170,890



1,834,101Depreciation


95



792



887Total operating expenses


345,170



1,171,682



1,834,988Loss from operations


(345,170
)


(1,171,682
)


(1,834,988
)OTHER INCOME (EXPENSE)Foreign exchange (expense) gain


-



(8,542
)


(115
)Interest (expense)


(53,429
)


(48,174
)


(101,603
)Loss on impairment of fixed assets


-



(2,032
)


(37,032
)Loss on impairment of investments


(2,929,868
)


-



(63,393,028
)Loss before provision for income taxes


(3,328,467
)


(1,230,430
)


(65,366,766
)Provision for income taxes:Current


-



1,709



2,509Deferred


-



-



-Total income taxes


-



1,709



2,509NET LOSS

$
(3,328,467
)

$
(1,232,139
)

$
(65,369,275
)Net income (loss) per common share (basic and fully diluted)

$
(0.05
)

$
(0.01
)Weighted average number of common shares outstanding, basic and fully diluted


72,475,890



83,894,000Comprehensive Loss:Net (loss)

$
(3,328,467
)

$
(1,232,139
)

$
(65,369,275
)Foreign currency translation gain (loss)


1,521,145



(1,086,645
)


434,500Comprehensive Loss:

$
(1,807,322
)

$
(2,318,784
)

$
(64,934,775
)The accompanying notes are an integral part of these consolidated financial statements





F-4
  TAMM OIL AND GAS CORP.(An Exploration Stage Company)CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITYFor the period October 10, 2005 (date of Inception) through March 31, 2010Other


(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
)


3,139,707Common stock issued in exchange for Union Energy, LLC


1,000,000



1,000



799,000



-



-



800,000Common stock issued in exchange for investments


17,000,000



17,000



11,373,000



-



-



11,390,000Foreign currency translation gain


-



-



-



1,521,145



-



1,521,145Net loss


-



-



-



-



(3,328,467
)


(3,328,467
)Balance, March 31, 2010


80,780,000


$
80,780


$
78,376,380


$
434,500


$
(65,369,275
)

$
13,522,385The accompanying notes are an integral part of these consolidated financial statements
  F-5





TAMM OIL AND GAS CORP.(An Exploration Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWSFor the periodOctober 31, 2005For the year ended March 31,


(Inception of Inception)2010


2009


through March 31, 2010CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(3,328,467
)

$
(1,232,139
)

$
(65,369,275
)Adjustments to reconcile net loss to net cash (used in) operating activities:Depreciation


95



792



887Impairment of property and equipment


-



2,032



37,032Impairment of investments in stock and royalty agreements


2,929,868



-



63,393,028Decrease (increase) in accounts receivable


11,313



(12,438
)


(1,170
)Decrease (increase) in prepaid expenses


5,467



10,473



1,064Increase in accounts payable and accrued liabilites


135,367



660,427



810,446Net cash (used in) operating activities


(246,357
)


(570,853
)


(1,127,988
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of oil and gas properties


(29,549
)


(402,162
)


(1,150,614
)Decrease in receivables, affiliated entity


173,570



5,000



178,570Deposit paid on investments


-



-



-Purchase of investment


-



-



(576,252
)Purchases of property and equipment


-



-



(38,223
)Net cash provided by (used in) investing activities


144,021



(397,162
)


(1,586,519
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from sale of common stock






-



1,804,000Proceeds from notes payable


-



1,297,295



1,307,295Repayments of notes payable


(25,989
)


(500,000
)


(525,989
)Net cash (used in )provided by financing activities


(25,989
)


797,295



2,585,306Effect of currency rate change on cash


135,437



2,337



137,774Net increase (decrease ) in cash and cash equivalents


7,112



(168,383
)


8,573Cash and cash equivalents at beginning of period


1,461



169,844



-Cash and cash equivalents at end of period

$
8,573


$
1,461


$
8,573SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest

$
-


$
-


$
-Cash paid during the period for taxes

$
-


$
1,709


$
2,509NONCASH INVESTING AND FINANCING ACTIVITIES:Issuance of common stock for royalty agreements

$
-


$
-


$
10,200,000Issuance of common stock for undeveloped property

$
11,390,000


$
-


$
11,390,000Issuance of common stock in exchange for common stock of an unaffiliated entity

$
-


$
-


$
54,263,160Issuance of common stock in exchange for acquisition of Union Energy, LLC.

$
800,000


$
-


$
800,000The 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, 2010





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 Accounting Standards Codification subtopic 915-10 Development Stage Entities (“ASC 915-10”) 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, 2010, the Company has accumulated losses of $65,369,275.





The consolidated financial statements include the accounts of the Company, including TAMM Oil and Gas Corp., its wholly-owned subsidiary, Union Energy, LLC (see below). All significant intercompany balances and transactions have been eliminated in consolidation.





Acquisition of Union Energy, LLC





On June 12, 2009, the Company acquired Union Energy LLC, a Colorado limited liability corporation, in exchange for 1,000,000 shares of the Company’s common stock valued at $.80 per share, the fair market value of the stock on that date, for a total investment of $800,000.  As part of the acquisition, the Company acquired a 100% working interest in 5,120 acres of oil sands leases in the Province of Alberta.





The total consideration paid was $800,000 and the significant components of the transaction are as follows:





Assets acquired:Undeveloped oil sands property lease

$
800,000Liabilities assumed:


( -
)Net:

$
800,000








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.


F-7


TAMM OIL AND GAS CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2010





NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued)





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.





The Company evaluates the carrying value of items of property, plant and equipment to be held and used whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  The carrying value of an item of property, plant and equipment is considered impaired when the projected undiscounted future cash flows related to the asset are less than its carrying value.  The Company measures impairment based on the amount by which the carrying value of the respective asset exceeds its fair value.  Fair value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved.





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.




F-8





TAMM OIL AND GAS CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2010





NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued)





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.





The Company periodically evaluates the carrying value of long-lived assets, including unproved properties, to be held and used in accordance with Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 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.





During the year ended March 31, 2010, the Company management performed an evaluation of its royalty agreement for purposes of determining the implied fair value of the assets at March 31, 2010. The test indicated that the recorded remaining book value of its royalty agreement exceeded its fair value for the year ended March 31, 2010.  As a result, upon completion of the assessment, management recorded a non-cash impairment charge of $2,929,868, net of tax, or $0.04 per share during the year ended March 31, 2010 to reduce the carrying value of the royalty agreement to $945,068. Considerable management judgment is necessary to estimate the fair value.  Accordingly, actual results could vary significantly from management’s estimates.





Foreign Currency Translation





The Company translates the foreign currency financial statements into US Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities of these subsidiaries were translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity (deficit). Foreign currency transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the consolidated results of operations.





F-9


TAMM OIL AND GAS CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2010





NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued)





Functional Currency





The functional currency of the Companies is the U. S. dollar.  When a transaction is executed in a foreign currency, it is re-measured into US dollars based on appropriate rates of exchange in effect at the time of the transaction.  At each balance sheet date, recorded balances that are denominated in a currency other than the functional currency of the Companies are adjusted to reflect the current exchange rate.  The resulting foreign currency transactions gains (losses) are included in general and administrative expenses in the accompanying consolidated statements of operations.





Comprehensive Income (Loss)





The Company adopted Accounting Standards Codification subtopic 220-10, Comprehensive Income (“ASC 220-10”) which 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. ASC 220-10 requires other comprehensive income (loss) to include foreign currency translation adjustments and unrealized gains and losses on available for sale securities.





Income Taxes





Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) 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 adoption of this standard did not have a material impact on the Company's financial position, results of operations, or cash flows.





Net Income (Loss) per Share





The Company computes earnings per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). 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 the exercise of the Company's outstanding warrants (calculated using the treasury stock method). During the years ended March 31, 2010 and 2009, outstanding warrants were not considered because the exercise prices exceeded the weighted average common stock price of the Company for the period 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, 2010





NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued)





Fair Value of Financial Instruments





Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.  All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.





Stock Based Compensation





Effective for the year beginning January 1, 2006, the Company has adopted Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”)  This requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options and employee stock purchases related to a Employee Stock Purchase Plan based on the estimated fair values.





As of March 31, 2010, there were no outstanding employee stock options.





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.





Reliance on Key Personnel and Consultants





The Company has no full-time employees and 3 part-time employees.  Additionally, there are approximately 3 consultants performing various specialized services.  The Company is heavily dependent on the continued active participation of these current executive officers, employees and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.


F-11


TAMM OIL AND GAS CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2010





NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued)




Recent Accounting Pronouncements




In March 2010, the FASB issued new accounting guidance, under ASC Topic 605 on Revenue Recognition.  This standard provides that the milestone method is a valid application of the proportional performance model for revenue recognition if the milestones are substantive and there is substantive uncertainty about whether the milestones will be achieved.  Determining whether a milestone is substantive requires judgment that should be made at the inception of the arrangement.  To meet the definition of a substantive milestone, the consideration earned by achieving the milestone (1) would have to be commensurate with either the level of effort required to achieve the milestone or the enhancement in the value of the item delivered, (2) would have to relate solely to past performance, and (3) should be reasonable relative to all deliverables and payment terms in the arrangement.  No bifurcation of an individual milestone is allowed and there can be more than one milestone in an arrangement.  The standard is effective for interim and annual periods beginning on or after June 15, 2010.  The Company is currently evaluating the impact the adoption of this guidance will have on its financial statements.





In February 2010, the FASB issued ASU No. 2010-09, which updates the guidance in ASC 855, Subsequent Events, such that companies that file with the SEC will no longer be required to indicate the date through which they have analyzed subsequent events. This updated guidance became effective immediately upon issuance and was adopted as of the first quarter of 2010.





In February 2010 the FASB issued Update No. 2010-08 Technical Corrections to Various Topics (“2010-08”). 2010-08 represents technical corrections to SEC paragraphs within various sections of the Codification. Management is currently evaluating whether these changes will have any material impact on its financial position, results of operations or cash flows.





In January 2010 the FASB issued Update No. 2010-06 Fair Value Measurements and Disclosures—Improving Disclosures about Fair Value Measurements (“2010-06”). 2010-06 requires new disclosures regarding significant transfers between Level 1 and Level 2 fair value measurements, and disclosures regarding purchases, sales, issuances and settlements, on a gross basis, for Level 3 fair value measurements. 2010-06 also calls for further disaggregation of all assets and liabilities based on line items shown in the statement of financial position. This amendment is effective for fiscal years beginning after December 15, 2010 and interim periods within those fiscal years. The Company is currently evaluating whether adoption of this standard will have a material impact on its financial position, results of operations or cash flows.




In January 2010 the FASB issued Update No. 2010-05 Compensation—Stock Compensation—Escrowed Share Arrangements and Presumption of Compensation (“2010-05”). 2010-05 re-asserts that the Staff of the Securities Exchange Commission (the “SEC Staff”) has stated the presumption that for certain shareholders escrowed share represent a compensatory arrangement. 2010-05 further clarifies the criteria required to be met to establish a position different from the SEC Staff’s position. The Company does not believe this pronouncement will have any material impact on its financial position, results of operations or cash flows.




In January 2010 the FASB issued Update No. 2010-04 Accounting for Various Topics—Technical Corrections to SEC Paragraphs (“2010-04”). 2010-04 represents technical corrections to SEC paragraphs within various sections of the Codification. Management is currently evaluating whether these changes will have any material impact 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, 2010





NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent Accounting Pronouncements (Continued)




In January 2010 the FASB issued Update No. 2010-02 Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope Clarification (“2010-02”) an update of ASC 810 Consolidation. 2010-02 clarifies the scope of ASC 810 with respect to decreases in ownership in a subsidiary to those of a subsidiary or group of assets that are a business or nonprofit, a subsidiary that is transferred to an equity method investee or joint venture, and an exchange of a group of assets that constitutes a business or nonprofit activity to a non-controlling interest including an equity method investee or a joint venture. Management does not expect adoption of this standard to have any material impact on its financial position, results of operations or operating cash flows. Management does not intend to decrease its ownership in any of its wholly-owned subsidiaries.




In January 2010 the FASB issued Update No. 2010-01 Accounting for Distributions to Shareholders with Components of Stock and Cash—a consensus of the FASB Emerging Issues Task Force (“2010-03”) an update of ASC 505 Equity. 2010-03 clarifies the treatment of stock distributions as dividends to shareholders and their affect on the computation of earnings per shares. Management does not expect adoption of this standard to have any material impact on its financial position, results of operations or operating cash flows.





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 and inception to date periods ended March 31, 2010, the Company has incurred losses of $3,328,467 and $65,369,275, respectively.  In addition, as of March 31, 2010, the Company had a working capital deficit of $1,778,874, 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 generate business opportunities, evaluate existing properties and surrounding lands, and initiate commercial production to develop profitable operations which will resolve its liquidity problems. The accompanying consolidated 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 successfully maintain operations. 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 $548,500 (during the year ended March 31, 2010, there were repayments of $173,570). The amount is recorded as receivable from an affiliated entity, as Alberta and TAMM have officers and/or directors in common. These advances were purchased for their face amounts, and they have no terms of repayment.




F-13





TAMM OIL AND GAS CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2010








NOTE 4 – OIL SANDS PROPERTIES





Union Energy, LLC





On June 12, 2009, the Company acquired Union Energy, LLC, a Colorado limited liability corporation, the sole asset of which was a 100% working interest in 5,120 acres of Oil Sands leases in the Province of Alberta in exchange for 1,000,000 shares of the Company’s common stock valued at $.80 per share, the fair market value on the date of acquisition, for a total investment of $800,000.





Peace River





The Company holdings include 14 sections of petroleum and natural gas (“P&NG”) leases in the Peace River region of northern Alberta that have a carrying value of $374,883.  In addition the Company leases 21 sections of oil sands leases in the Peace River region held at $718,903 adjacent to the above-mentioned sections.





Sawn Lake





The Company has a royalty agreement applicable to 32 sections of oil sands leases. The subject royalties are 2% of gross revenue prior to any expenses from oil sand production.  The value of these rights is recorded at $945,068, net of impairment adjustment of $2,929,868, as discussed below.





During the year ended March 31, 2010, the Company management performed an evaluation of its royalty agreement for purposes of determining the implied fair value of the assets at March 31, 2010. The test indicated that the recorded remaining book value of its royalty agreement exceeded its fair value for the year ended March 31, 2010.  As a result, upon completion of the assessment, management recorded a non-cash impairment charge of $2,929,868, net of tax, or $0.04 per share during the year ended March 31, 2010 to reduce the carrying value of the royalty agreement to $945,068. Considerable management judgment is necessary to estimate the fair value.  Accordingly, actual results could vary significantly from management’s estimates.





Alberta Crown





On September 24, 2009, the Company acquired a 100% working interest in 1,280 acres of oil sands leases with a 2% gross overriding royalty retained by the seller in exchange for 2,428,000 shares of the Company’s common stock. The value of these rights is recorded at $1,626,760.  In addition, the Company acquired 100% working interest in 6,400 acres of petroleum and natural gas leases with a 2% gross overriding royalty retained by the seller in exchange for 14,572,000 shares of the Company’s common stock. These rights are recorded at $9,763,240.





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 these demand notes during the year ended March 31, 2009. As of March 31, 2010, outstanding notes payable on the demand notes totaled $750,000.





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


F-14





TAMM OIL AND GAS CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2010





NOTE 5 – NOTES PAYABLE TO AFFILIATED ENTITY (continued)





During the year ended March 31, 2010, the Company did not receive advances from related parties. Total advances at March 31, 2010 amount to $68,034.  Changes in the balance from March 31, 2009 are a result of foreign currency translation.





NOTE 6 – CAPITAL STOCK





Preferred Stock





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





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, 2010 and 2009, there were 80,780,000 and 62,780,000 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 was exercisable into one common share at a price of $1.75 per Warrant Share until November 23, 2009, at which date they expired.





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 was exercisable intoone common share at a price of $1.75 per Warrant Share until December 20, 2009, at which date they expired.




F-15





TAMM OIL AND GAS CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2010





NOTE 6 – CAPITAL STOCK (continued)





Common stock (continued)





During the year ended March 31, 2008, the Company sold a total of 1,280,000 units, at the rate of $1.25 per unit, in private placement transactions for $1,600,000. Each unit consists of one common share of the Company and one warrant. Each warrant entitles the warrant holder to exchange one warrant for one common share at a price of $1.75 per share for a period of two years.





On December 27, 2007, the Company issued 21,533,000 shares of common stock to individual shareholders of Deep Well Oil & Gas, Inc. (DWOG) in exchange for 21,533,000 shares of DWOG common stock. The trading price of TAMM common stock on the date of the transaction was $2.52 per share, resulting in a value of $54,263,160 for the shares issued. Under the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” an impairment reserve of $54,263,160 was recorded as it was determined the shares of DWOG had nominal value. 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.





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 was exercisable intoone common share at a price of $1.75 per Warrant Share until March 5, 2010, at which date they expired.





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.





In June 2009, the Company issued 1,000,000 shares of its common stock to acquire Union Energy, LLC (see Note 4).





In September 2009, the Company issued an aggregate of 17,000,000 shares of its common stock to acquire working interests in oil sands and petroleum and gas properties (see Note 4).




F-16





TAMM OIL AND GAS CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2010





NOTE 7 – OPTIONS AND WARRANTS





Stock warrant activities from March 31, 2009 through March 31, 2010 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


$
1.75Granted


—



—Canceled


—



—Expired


(1,280,000
)


(1.75
)Exercised


—



—Outstanding at March 31, 2010


—



—





As of March 31, 2010, the Company has no outstanding warrants.





Options





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





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





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.




F-17


TAMM OIL AND GAS CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2010





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, 2010 and 2009 are as follows:





2010


2009Deferred tax assets:Net operating losses

$
675,240


$
430,650Total gross deferred tax assets


675,240



430,650Less valuation allowance


(675,240
)


(430,650
)Net deferred tax asset

$
—


$
—





The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which those temporary differences become deductible. At March 31, 2010, the Company has available net operating loss carry forwards of approximately $1,974,058 for federal and state income tax purposes. The net operating losses will expire through 2030 and 2020 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 cannot be established.





At March 31, 2010 and 2009, the Company’s tax provision consists of:





2010


2009CurrentFederal

$
—


$
—State


—



1,709—



1,709DeferredFederal


—



—State


—



——



—Total

$
—


$
1,709





For the years ended March 31, 2010 and 2009, 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:





2010


2009Computed expected federal tax benefits

$
(21,479,849
)

$
(21,081,250
)Permanent difference, impairment of certain investments


20,557,430



20,557,430State and local income taxes, net of federal benefit


—



-Change in valuation reserve


135,524



522,111Provision for income taxes

$
-0-


$
1,709








F-18





TAMM OIL AND GAS CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2010


NOTE 10 – RELATED PARTY TRANSACTIONS




The Company leases office space under an operating lease for its corporate use at $3,000 per month on a month to month basis from an entity with common senior management.




NOTE 11 – SUBSEQUENT EVENTS




In accordance with the provisions of ASC 855, Subsequent Events Topic, the Company has adopted the requirements of ASC 855 and has evaluated for disclosure subsequent events that have occurred up through the date of issuance of these financial statements and has determined that there were no subsequent events which required recognition or disclosure.




F-19


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





We have had no disagreements with our independent registered public accounting firm with respect to accounting practices or procedures or financial disclosure.





Item 9A. Controls and Procedures.





Evaluation of Disclosure 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/chief financial officer (principal financial officer) as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended March 31, 2010 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 our disclosure controls and procedures were ineffective as of March 31, 2010.





Management’s Report on Internal Control over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.





With the participation of our Chief Executive Officer/ Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2010 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2010 based on the COSO framework criteria. Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff.  The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.  To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.





These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.




23





In light of this material weakness, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the year ended March 31, 2010 included in this Annual Report on Form 10-K were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for the year ended March 31, 2010 are fairly stated, in all material respects, in accordance with US GAAP.





This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.





Limitations on Effectiveness of Controls and Procedures





Our management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.





Changes in Internal Controls





During the fiscal quarter ended March 31, 2010, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.





Item 9B. Other Information.





We do not have any information required to be disclosed in a report on Form 8-K during the first quarter of  fiscal 2011 that was not reported.








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.




24





Name
Age

Position
Term of Office SinceWiktor Musial
50

President, Secretary, Treasurer, Director
1/07/08William Tighe
60

Chairman of Board, Director
11/27/07Donald Hryhor
54

Director
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:





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.




25




Wiktor Musial, President, Secretary, Treasurer and Director





On January 7, 2008, our Board of Directors appointed Wiktor Musial, as our President/Secretary/Treasurer and as a member of our Board of Directors. From May 2007 to January 2008, Mr. Musial was a Senior Electrical Instrumentation Technician with DKD Oilfield Solutions, a Calgary oil and gas service firm located in Calgary, Canada, where he completed international instrumentation and control projects on behalf of DKD Oilfield Solutions. From October 2006 to January 2007, Mr. Musial was a Senior Electrical Technician with Segment Engineering, an engineering/procurement/construction/maintenance firm located in Calgary, Canada, where he completed on behalf of Segment Engineering, Quality Assurance/Quality Control of instrumentation and electrical systems, site acceptance and testing of equipment, and the start-up of a heavy oil SAGD (Steam Assisted Gravity Drainage) in Alberta, Canada. From January 2003 to September 2006, Mr. Musial was a Senior Technician for Emerson Process Management, an US engineering firm with an office in Calgary, Canada where he performed inspection and testing of oil and gas related installations for Exxon Mobil US on location in Russia and South Korea. Mr. Musial has an additional six years of experience as a Senior Technician, and has performed electrical installations, testing, maintenance, repairs, and inspection activities in the chemical, petrochemical, manufacturing, food and beverage production industries. In 2002, Mr. Musial received his Certificate of Proficiency as a Journeyman Electrician from the Alberta Apprenticeship and Industry Training Board. In 1978, Mr. Musial received a Certificate of Qualification as an Electro-Mechanic of Industrial Machinery from the Poland Technical College in Gorzow, Poland.





Donald W. Hryhor,Director





Donald 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 Canadian Wildcat Corporation, an oil exploration firm located in Calgary, Alberta.





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.




26




On April 10, 2009, Mr. Gerald Vikse submitted his resignation as an Director and a Officer of the company to pursue his other professional interests.





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;





(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.


27





(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, 2010, we did not conduct a Board of Directors meeting.





(e) Annual Shareholder Meetings





During our Fiscal Year 2010, we did not conduct an annual shareholder meeting.





(f) Code of ethics





We have not yet adopted a Code of Ethics.





Section 16(a) beneficial ownership reporting compliance





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





Based solely on our review of Forms 3, 4 and 5 available to us and, where applicable, written representations from directors, officers and 10% stockholders that no form is required to be filed, we believe that no director, officer or beneficial owner of more than 10% of its common stock failed to file such reports required pursuant to Section 16(a) of the Exchange Act with respect to fiscal year ended March 31, 2010.




28





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, 2010 and 2009. 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.





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

2008
0

0
0

0
60,000
*Director

2009
0

0
0

0
16,567
*2010
0

0
0

0
0Gerald Vikse

2008
0

0
0

0
21,433
*VP-Operations

2009
0

0
0

0
83,708Director

2010
0

0
0

0
0Wiktor Musial

2008
0

0
0

0
8,162
*President/Secretary

2009
0

0
0

0
13,191Treasurer

2010
0

0
0

0
0Donald Hryhor

2008
0

0
0

0
0Director

2009
0

0
0

0
02010
0

0
0

0
0William Tighe

2008
0

0
0

0
0Chairman of the Board

2009
0

0
0

0
02010
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, 2010





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, 2010.





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





None


29





(f)       Defined benefit or actuarial plan disclosure





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





(g)      Compensation of directors





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





(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, 2010.





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 80,780,000 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.




30





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
28.4
%William Tighe

505 8th Ave SW

Calgary Alberta


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

Suite 1120, 833 4thAvenue, S.W.

Calgary, Alberta, Canada

0
0William Tighe

Chairman of the Board

Suite 1120, 833 4thAvenue, S.W.

Calgary, Alberta, Canada

22,975,000
28.4
%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, CanadaDonald Hryhor,

Director

Suite 1120, 833 4thAvenue, S.W.

Calgary, Alberta, Canada


0
0Officers/ Directors as a Group

22,975,000
28.4
%




31





Item 13. Certain relationships and related transactions, and director independence





Director Independence





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








Item 14. Principal accountants’ fees and services





Stark Winter Schenkein & Co. LLP





Fiscal year ended March 31,Description

2009


2010Year end audit and review of quarterly interim financial statements

$
38,300


$
50,545Other audit related fees not included above


11,275
(1)


5,312
(1)Tax compliance, tax advice and tax planning


-



2,411Total

$
49,575


$
58,268





Notes:


(1) $11,275 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.





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:




PageReport of Independent Registered Public Accounting Firm


F-2Consolidated Balance Sheets as of March 31, 2010 and 2009


F-3Consolidated Statement of Operations For The Years Ended March 31, 2010 and 2009 and For the Period from October 10, 2005 (date of inception) Through March 31, 2010


F-4Consolidated Statement of Stockholders’ Equity For The Period From October 10, 2005 (date of inception) Through March 31, 2010


F-5Consolidated Statement of Cash Flows For The Years Ended March 31, 2010 and 2009 and For the Period From October 10, 2005 (date of inception) Through March 31, 2010


F-6Notes To Consolidated Financial Statements

F-7 ~ F-16





32





(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.





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 Investments Inc., incorporated by reference as filed with the SEC on January 9, 2008.10.9
December 12, 2003 Royalty Agreement between Mikwec Energy and Nearshore Petroleum Corporation, incorporated by reference as filed with the SEC on January 9, 2008.16.1
Letter from Square Milner, Independent Registered Public Accounting Firm, as filed with the SEC on February 4, 2008 on Form 8-K, incorporated as reference31.1
Certification by the Principal Executive Officer/Principal Financial Officer pursuant to Rule 13a-14(a) 15d-14(a)





32.1
Certification by the Principal Executive Officer/Principal Financial Officer pursuant to Section 135099.1
April 1, 2008 Report by Chapman Petroleum Engineering Ltd, incorporated by reference as filed with the SEC on May 12, 2008 on Form 8-K99.2
Updated Report by Chapman Petroleum Engineering Ltd, incorporated by reference as filed with the SEC on June 24, 2008 on Form 8-K





33





April 7 – Section 8 – Other events – Deep Well legal 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 Bodmer incorporated by reference as 8K filed with the SEC on September 19, 2008




June 18, 2009 Item 1.01 Entry into a Material Definitive Agreement for the acquisition of Union Energy (Alberta), LLC incorporated by reference as 8K filed with the SEC on June 18, 2009.




34





TAMM OIL AND GAS








By:  /s/ Wiktor Musial


Wiktor Musial


President/Director







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/ Donald Hryhor


Donald Hryhor, Director





By:  /s/ William Tighe


William Tighe, Chairman of the Board/Director





35