**FORM
      10-KSB-A**





SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**[X]
      ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





Commission
      File Number: 000-30891








For
      the
      Year ended December
      31, 2004





Amendment
      Dated: October 31, 2005





**Turner
      Valley Oil & Gas, Inc.**








Nevada    91-1980526


(Jurisdiction
      of Incorporation) (I.R.S.
      Employer Identification No.)




6160
      Genoa Bay RoadDuncan B.C. Canada V9L
      5Y5


(Address
      of principal executive offices)      (Zip
      Code)








Registrant's
      telephone number, including area code:  (250)
      745-1551





Securities
      registered pursuant to Section 12(g) of the Act: Common
      Voting Equity Stock





Yes
      [X]
      No [  ] (Indicate by check mark whether the Registrant (1) has filed all reports
      required to be filed by Section 13 or 15(d) of the Securities Exchange Act
      of
      1934 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.)





[ 
      ] (Indicate by check mark whether if disclosure of delinquent filers (§ 229.405)
      is not and will not to the best of Registrant's knowledge be contained herein,
      in definitive proxy or information statements incorporated herein by reference
      or any amendment hereto.)





Issuer's
      Revenues most recent fiscal year: None





As
      of 12/31/04, the
      number of shares of common stock outstanding was 48,535,970 .





As
      of 12/31/04, the
      number of shares held by non-affiliates was approximately 48,199,370 shares,
      with a market value of $ based on
      low bid of $0.











Exhibit
      Index is found on page 16





***Page
          - 1***





CONTENTS





INTRODUCTION





PART
      I





ITEM
      1.
      Description of Business


(a)
      Form
      and Year of Organization


(b)
        Our
        Business




ITEM
      2.
      Description of Property





ITEM
      3.
      Legal Proceedings





ITEM
      4.
      Submission of Matters to a Vote of Security Holders





PART
      II





ITEM
      5.
      Market for Common Equity and Stockholder Matters


(a)
      Market Information


(b)
      Holders


(c)
      Dividends


(d)
      Sales
      of Unregistered Common Stock 2004





ITEM
      6.
      Management's Discussion and Analysis or Plan of Operation


(a)
      Plan
      of Operation


(b)
      Discussion and Analysis of Financial Condition and Results of
      Operations





ITEM
      7.
      Financial Statements





ITEM
      8.
      Changes In and Disagreements With Accountantson
      Accounting and Financial Disclosure





PART
      III





ITEM
      9.
      Directors and Executive Officers, Promoters and Control Persons





ITEM
      10.
      Executive Compensation





ITEM
      11.
      Security Ownership of Certain Beneficial Owners and Management





Item
      12.
      Controls and Procedures





ITEM
      13.
      Attachments, Financial Statements, Exhibits, and Reports on Form 8-K


(b)
      Exhibits


(c)
      Form
      8-K Reports





***Page
          - 2***





**ABOUT
      THIS AMENDMENT**





This
      Amended Filing of our previous year's Annual Report is made for certain
      technical but important corrections.





First,
      we
      have made technical but important compliance corrections to Item 12, Controls
      and Procedures. These were not substantive changes in our controls and
      procedures, by rather in the description of them. We have changed the language
      of our Section 302 Certification, to conform it to current rules, for
      compliance.





Second,
      some changes have been made to the Notes of our Audited Financial Statements,
      particularly to Note 1k, and Note 5. See also discussion of non-cash financing
      activity disclosed on the statement of stockholders equity. Attention is
      directed to Revenue Recognition: Properties not subject to amortization, and
      investments in oil and gas properties.





In
      other
      respects, our Annual Report is unchanged. While we believe corrections to be
      necessary and appropriate, we do not see these changes as suggestive of any
      impairment of our financial condition or operations.








**INTRODUCTION**





This
      Registrant (Reporting Company) has elected to refer to itself, whenever
      possible, by normal English pronouns, such as "We", "Us" and "Our". This Form
      10-KSB may contain forward-looking statements. Such statements include
      statements concerning plans, objectives, goals, strategies, future events,
      results or performances, and underlying assumptions that are not statements
      of
      historical fact. This document and any other written or oral statements made
      by
      us or on our behalf may include forward-looking statements which reflect our
      current views, with respect to future events or results and future financial
      performance. Certain words indicate forward-looking statements, words like
      "believe", "expect", "anticipate", "intends", "estimates", "forecast",
      "projects", and similar expressions.








**The
      Remainder of this Page is Intentionally left Blank**





***Page
          - 3***





**PART
      I**





**ITEM****1****.
      Description of Business.**





**(** **a** **)
      Form and Year of Organization.** Our
      Corporation, is described in our previous annual report, wherein we reported
      an
      issued and outstanding total shares of common stock of 42,560,984. (In out
      Quarterly Report of September 30, 2004, we noted the corrected total issued
      and
      outstanding shares then issued and outstanding.) The amount which should have
      been reported, and which is now corrected, as of 12/31/03 is 38,932,400 shares.
      The adjustments are as follows:








Form
                10K 12/31/03
            42,560,984Not
                issued
            (3,628,570)Corrected/Adjusted
                Total
            38,932,414




During
      2004 we issued share to Officers, Directors and service providers, pursuant
      to
      registration, Sections 5/6 of the Securities Act of 1933, with filings on Form
      S-8; and we also issued new investment shares pursuant to Section 4(2) of the
      Act.





Carried
                from 12/31/03 as corrected
            
            38,932,414Issued
                pursuant to Registration
            5,000,000New
                Investment Shares
            4,603,570We
                issued during 2004
            
            9,603,570Total
                Issued and Outstanding 12/31/04
            
            48,535,984







The
      foregoing is illustrated more fully in the table on the following
      page.


Current
                Year Issuances
            §5/6
            §4(2)
            SharesCarried
                from 12/31/03 as corrected
            
            
            42,560,984During
                2004, we made a Registered issuances for services (valued at $680,650,
                to
                Officers, Directors and others.
            5,000,000
            
            5,000,000On
                July 15, 2004, we issued new investment shares, pursuant to §4(2),
                for cash $48,750.
            
            975,000
            975,000Subtotals
              
              Total
                Issued and Outstanding 12/31/04
            5,000,000
            975,000
            48,535,984








**(** **b** **)
      Our Business.**  *Turner
      Valley Oil and Gas Inc.* (‘TVOG”)
      is an emerging oil and gas Company. Since commencing operations as an Oil and
      Gas Company, in August of 2003, TVOG has incorporated a wholly owned Canadian
      subsidiary, TV Oil and Gas Canada Limited (Federal Canadian Registry). Our
      subsidiary has acquired a solid base of oil and gas properties located in the
      western basin of Alberta, Canada. These properties provide *Turner
      Valley Oil and Gas Inc.* with a
      firm foothold in the oil and gas sector. It is Management’s intent to continue
      to; add proven producing, development and exploration properties during 2004.
      As
      is the case with all of our properties, the Company has taken all necessary
      actions to commence operations on these properties as quickly as possible and
      this has been done. The nature of the oil and gas business requires that the
      Management and Board remain diligent in assessing risk and insisting that the
      Company’s Operators work in strict compliance with all prevailing legislation.
      This has been done.





***Page
          - 4***





**Risk
      Tolerance**





Our
      risk
      tolerance would best be described as conservative in nature. Although we
      recognize that oil and commodity pricing is reaching all time highs we
      standardly apply flat pricing at a discount to market, in our risk analysis.
      We
      will only participate in programs that are; extremely well researched, fit
      within our financial capacity and have undergone stringent independent reviews.
      If a problem should occur at any time in the life of the property, Management
      has developed an exit strategy for each property that will allow us to cap
      our
      potential for loss. These exit stratagems are for internal use
      only.








**Our
      Focus for 2005: Q1 and Q2**





Management
      is primarily focusing on our Triangle lands in these quarters. We are taking
      a
      very conservative view of future oil and gas commodity pricing. We believe
      that
      this best serves our shareholders and imposes a higher than average standard
      as
      we work through our risk assessments.





Further
      to this, Win Energy has commissioned an Independent review of all properties
      to
      be conducted by one of the largest and most respected Geologic and Engineering
      firms in Calgary.





TVOG
      through its wholly owned subsidiary, TV Oil and Gas Canada Limited, has over
      9,000 acres of prime exploration lands in the Triangle project and it is
      Management’s position that Triangle best represents the future of TVOG. In the
      4thQ of 2003 wells have been drilled by two Major Oil and Gas Companies directly
      offsetting our lands. As information pertaining to the drilling results of
      these
      wells becomes available us and its Partners have been assessing and
      extrapolating the data.





We
      are
      taking a very conservative view of future oil and gas commodity pricing. We
      believe that this best serves our shareholders and imposes a higher than average
      standard as we work through our risk assessments. As a complement to this
      primary focus, we and our Partners at Win Energy are also reviewing the
      construction of a gas plant and pipeline matrix to serve the major Oil and
      Gas
      Companies that are active in the area. This proposed processing plant would
      accommodate both our gas production and other’s gas production, on a throughput
      fee basis. The plant is being designed to accommodate 10 million cubic feet
      of
      gas per day with the capability of upgrade to 20 million cubic feet per day.
      In
      addition, a delivery pipeline providing a tie in to a major gas line into the
      United States forms a significant part of the current reviews.








**DESCRIPTION
      OF OIL & GAS PROPERTIES**





**The
      Strachan Property.**





On
      August
      20, 2003, we entered into a purchase agreement to acquire 1% interest in a
      producing gas well, located at 2-2-38-9W5 Red Deer, Alberta, Canada. The gas
      production rate at the time of the acquisition fluctuated between 1.5 and 2
      MMCF/Day (million cubic feet of gas per day). The Company’s senior management
      has set out a rework program for this well. The rework program calls
      for
      an acid wash and acid stimulation of the producing formation. The Company has
      agreed to participate in the program. The program was completed on October
      15,
      2003 and as of October 20, 2003, the new production rates have stabilized at
      approximately 2.01 MMCF/Day.





In
      addition to the preceding acquisition, we entered into a purchase agreement
      to
      acquire 0.5% interest in 10 Sections (6,400 acres) of drilling rights offsetting
      Sct. 22-38-9W-5. These offsetting sections have identified seismic anomalies
      in
      multiple cretaceous pay zones. The purchase price of the


property
      was $45,114.








***Page
          - 5***





**ITEM****2****.
      Description of Property.**





We
                enjoy the non-exclusive use of the offices of our CEO, and have no
                other
                property of our own.











**ITEM****3****.
      Legal Proceedings.**





There
      are
      no legal proceedings pending against we, as of the preparation of this
      Report.








**ITEM****4****.
      Submission of Matters to a Vote of Security Holders.**





None.





The
      Remainder of this Page is Intentionally left Blank


***Page
          - 6***





**PART
      II**








**ITEM****5****.
      Market for Common Equity and Stockholder Matters.**





**(** **a** **)
      Market Information.** The
      Common Stock of this Issuer has not been quoted Over the Counter on the Bulletin
      Board ("OTCBB") or the NQB Pink Sheets or otherwise, during the period of this
      report. Our common stock was cleared for quotation on the OTCBB on February
      20,
      2002 and had never before traded in brokerage transactions.








period
            high
                bid
            low
                bid
            volume1st
                2002
            None
            None
            None2nd
                2002
            None
            None
            None3rd
                2002
            2.30
            1.75
            8,0004th
                2002
            5.05
            2.20
            22,0001st
                2003
            8.00
            1.30
            36,9602nd
                2003
            1.05
            0.25
            31,3203rd
                2003
            0.51
            0.05
            15,567,8404th
                2003
            0.62
            0.38
            57,099,3201st
                2004
            0.58
            0.24
            41,233,6402nd
                2004
            0.33
            0.10
            12,618,360Reverse
                Split: Ten shares to One Share3rd
                2004
            0.18
            0.12
            4,784,5804th
                2004
            0.34
            0.12
            22,427,460


Source:
      Yahoo Finance








**(** **b** **)
      Holders.** There
      are
      approximately 100 shareholders of the our common stock, giving effect to shares
      held in brokerage accounts.





**(** **c** **)
      Dividends.** No
      dividends have been paid by us on the Common Stock or other Stock and no such
      payment is anticipated in the foreseeable future. We have not paid any cash
      dividends on our Common Stock, and do not anticipate paying cash dividends
      on
      our Common Stock in the next year. We anticipate that any income generated
      in
      the foreseeable future will be retained for the development and expansion of
      our
      business. Future dividend policy is subject to the discretion of the Board
      of
      Directors and will depend upon a number of factors, including future earnings,
      debt service, capital requirements, business conditions, the financial condition
      of we and other factors that the Board of Directors may deem
      relevant.





**(** **d** **)
      Sales of Unregistered Common Stock 2004.** On
      July
      15, 2004, we issued new 4,603,570 investment shares, pursuant to §4(2), for
      cash, to a handful of investors who had previously subscribed and paid for
      their
      shares. The basis for reliance on §4(2) is as follows: the placement was made
      privately, without any advertising or public solicitation, to persons with
      pre-existing relationships with management, and persons having access to the
      kinds of information about our company, which registration would have
      disclosed.





***Page
          - 7***





**ITEM****6****.
      Management's Discussion and Analysis or Plan of
      Operation.**





**(** **a** **)
      Plan of Operation.** The
      Company continued its plan of operations to a sole focus on; exploration for,
      development drilling for, and transmission facilities for the production and
      sale of oil and gas. We have an incorporated, wholly owned Canadian subsidiary
      named *T.V
      Oil & Gas Canada Limited.* This
      subsidiary company is a Federal Canadian Registered Company and complies with
      all applicable laws within Canada. As previously reported, the Company (through
      its wholly owned subsidiary, *TV
      Oil and Gas Canada Limited* holds a
      substantial share position in *WIN
      Energy Inc.* of
      Calgary, Alberta Canada. It is the intention of TVOG (Turner Valley Oil and
      Gas
      Inc. and its wholly owned subsidiary) to focus all of its efforts on supporting
      the extensive drilling program that is currently underway in *WIN
      Energy* until
      such time as WIN Energy commences trading on the Toronto Stock Exchange at
      which
      time, TVOG will move to monetize a portion of its stock holdings in WIN Energy
      in order to participate in on-going drilling opportunities as they
      present.





Our
      financial statements contain the following additional material
      notes:





(Note
      2-Going Concern) The Company's financial statements have been prepared assuming
      that the Company will continue as a going concern. The Company has suffered
      recurring operating losses and is dependent upon raising capital to continue
      operations. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty. It is management's plan to raise
      additional funds to continue the explorations of the leases, and then to begin
      producing oil and/or gas/or both to sell under contract and thereby generate
      the
      necessary funds to continue operations.




**(** **b** **)
      Discussion and Analysis of Financial Condition and Results of
      Operations** **.**





**(** **1** **)** ***Liquidity*** **.** Our net
      working capital for the year ended December 31, 2004 was $(15,712), compared
      to
      $9,095 for the same period last year. The decrease in working capital was caused
      by a note payable to a related party of $23,659, however, this was partly offset
      by a partial sale of its interest in the joint venture with *Win
      Energy* raising
      $56,706. To date, we have not invested in derivative securities or any other
      financial instruments that involve a high level of complexity or risk. We expect
      that in the future, any excess cash will continue to be invested in high credit
      quality, interest-bearing securities. We believe cash from operating activities,
      and our existing cash resources may not be sufficient to meet our working
      capital requirements for the next 12 months. We will likely require additional
      funds to support our business plan. Management intends to raise additional
      working capital through debt and equity financing. There can be no assurance
      that additional financing will be available on acceptable terms, if at all.
      If
      adequate funds are not available, we may be unable to take advantage of future
      opportunities, respond to competitive pressures, and may have to curtail
      operations.





There
      are
      no legal or practical restrictions on the ability to transfer funds between
      parent and subsidiary companies.





**(** **2** **)** ***Results
      of Operations*** **.** General
      and administrative costs for the year ended December 31 2004 decreased by 34%
      to
      $746,824, when compared to $1,134,466, for the same period last year. The
      majority of the costs relate to services provided by legal and accounting
      professionals which amounted to $680,649 in S-8 issuances. There are no known
      trends or uncertainties excepting those herein disclosed, that will have a
      material impact on revenues.





During
      the year ended December 31, 2004 the Company had royalty revenues of $8,421
      from
      its properties which are all located in the Western Canadian Geologic Basin
      centered in Alberta, Canada.


***Page
          - 8***








**The
      Strachan Property**





**Strachan
      2-22-38-9W5 Gas Well.** A
      nitrogen/acid tugging cleanout operation was conducted on the week of November
      1, 2004. The well was placed back on stream on November 6th and is responding
      within a SI pressure of 8000 kPa. The full operation cost was $235,000 for
      100%.
      The Company ࿃ s
      share
      of the operation cost was 1%.





**Strachan
      1-12-38-9W5 Producing Gas Well.**  *Win
      Energy Corporation* has a
      12.25% working interest in this gas well. The production from the Ellerslie
      and
      Cardium sands in this gas well is minimal. *Win
      Energy* and
      partners identified a potential up hole gas target in the Ostracod sands. *Win
      Energy* sees
      potential in this up hole Ostracod sand that is significantly greater that
      the
      Ellerslie and Cardium sands. A program is being created to perforate and test
      the Ostracod sand. Negotiations with Win’s partners in this property are
      underway.





**Strachan
      lands.**  *Win
      Energy* owns
      0.85 net sections (544 acres) in sections 9, 10, 15, 16, 19, 20, 21, 22, 27,
      28,
      29, 30 and 33 in 22-38-9W5. *Win
      Energy Corporation* has
      identified two Devonian Reef targets in this township. At this time no drilling
      program is established for these lands.








**The
      Karr Property**





In
      addition to the property description in the attached financial statements for
      the year ended December 31, 2004, our operator of the Karr well in Northwest
      Alberta at 8-24-63-3W6 advised the following;





1.
                The Department of license and Lease Continuation of Alberta Energy
                have
                served notice that the Petroleum and Natural Gas Lease containing
                the Karr
                well has been officially validated.





2.
                Based on the recent test results carried out by the operator, the
                government agency has classified 8-24-63-3W6 as an oil
                well.





3.
                It is a new pool discovery, which is eligible for a Crown royalty
                holiday.





4.
      An
      application is being prepared to the EUB (Energy Utilities Board) license to
      place the well into production.





5.
                It is anticipated that first production will begin during May 2004
                depending on road accessibility.





We
      are
      currently engaged in an internal review of our ongoing commitment to this
      project. Our review will center around the economic recovery of the ongoing
      costs and potential for profit, together with the costs already paid on this
      project. Upon the Company’s review, this project was abandoned due to the
      uneconomic recovery of ongoing costs and lack of potential profit.








**The
      Turner Valley Project**





In
      addition to the property description in the attached financial statements for
      the year ended December 31, 2004, we are reviewing ours ongoing commitment
      to
      this project. The review currently underway, will include the ongoing costs
      of
      participation and the economic recovery of those costs in the short term.
      Following the review, the Company abandoned this project due to the uneconomic
      recovery of potential ongoing costs and the lack of potential profit. Through
      the Company’s joint venture partner *Win
      Energy* ,
      the
      following cased gas well exists;





**Turner
      Valley 6-31-20-3W5 cased well.**  *Win
      Energy* has 61%
      working interest in the lands and well in section 31. Win has farmed out the
      majority of this interest to earn 35.5%. The well located in 6-31 has
      successfully penetrated the Cadomin formation. Production testing is currently
      underway on a confidential basis. The company has options to drill step-out
      wells to the Win discovery well.





***Page
          - 9***





**Triangle
      Lands**





In
      addition to the property description in the attached financial statements for
      the year ended December 31, 2003, during the year the highlights of this
      property were;





**North
      Cowley Prospect** .
      On
      August 17 th ,
      2004 *Win
      Energy Corporation* signed
      an agreement with PetroCanada and Husky Oil Operations Limited. This Agreement
      grants *Win
      Energy Corporation* and *PetroCanada* a
      Farm-In on 5.5 sections of Husky land and an option on 7.5 sections of Husky
      land. Husky the Farmor will receive a 12.5% Overriding Royalty on Petroleum
      Substances. This Agreement is shared 50% *Win
      Energy Corporation* 50% *PetroCanada* .





Since
      June 2004 *Win
      Energy* has
      purchased 1 Seismic Line over North Cowley.





*PetroCanada* and *Win
      Energy* have
      identified on Seismic the initial North Cowley drill location in 8-29-8-1W5. *Win
      Energy Corporation* has
      identified a second drill location at 10-30-8-2W5. Currently *Win
      Energy Corporation* has
      received a drilling license from the EUB (Energy Utilities Board) for the
      10-30-8-2W5. Win has agreed to wait on drilling the 10-30 location until
      PetroCanada has drilled the first joint well at 8-29. *PetroCanada* is
      currently applying for a drilling license at 8-29-8-2W5. PetroCanada has
      recently received a drilling license for the 8-29 well and it is anticipated
      that this well will spud (the time the drill bit hits the ground for the first
      time) by mid April, 2005. Surface location has been built and we are awaiting
      the drilling rig arrival.





**South
      Cowley** .
      On the
      South Cowley Prospect *Win
      Energy Corporation* purchased 1 new seismic line. Recently the logs and drilling report for *PetroCanada’* s
      discovery well 6-20-7-1W5 became public information. Win Energy recently drilled
      and cased a well at 14-8-8-1W5, 4 miles north of the *PetroCanada’* s
      discovery well 6-20-7-1W5. Based on seismic re-interpretations, this borehole
      missed penetrating the same gas pay zones as the PetroCanada’s discovery well
      6-20-7-1W5. As a consequence, a whip stock drilling program is planned to drill
      these target horizons. Win controls all four surrounding sections.





**Todd
      Creek.** At Todd
      Creek, *Win
      Energy* controls
      14,560 gross acres (70.0% to 82.5%) within 22.75 sections. This land spread
      represents effective control within the interpreted limits of this new gas
      pool.
      Based on independent appraisals of recent flow tests, the discovery well drilled
      at 6-33-9-2W5 has been completed for production.





*Win
      Energy* drilled
      a second well 7-16-9-2W5 located 3 miles south of the 6-33-9-2W5 discovery
      well.
      Production testing is being conducted on a confidential basis.





**Hillsprings/Pincher
      Creek.** At
      Pincher Creek and Hillspring *Win
      Energy* has
      acquired interests in 5,329 gross acres in 8.3 sections located on two separate
      Triangle structures. In 2003 and 2004 Talisman drilled and cased three potential
      gas wells on the eastern structure. Win has a 35% pooled interest with Talisman
      in one key section offsetting these key wells. Plans are underway to drill
      a
      joint well on this lease with Talisman as operator.





On
      November 4 th ,
      2004, *Win
      Energy* acquired
      section 26-5-29W4 for $64,000. This section is due south of Talisman’s 6-35
      location and S.E. of Win/TLM’s 10-34-5-29W4 location.





Furthermore
      the company has acreage representation on another untested Triangle structure
      near the town of Pincher Creek with the same potential as Cowley.





**Exxon-Mobil
      Corporation (EMC).**  *Win
      Energy* has
      finalized a Farm-Out Agreement with Exxon-Mobil Coropration. The Farm-Out
      commits Win Energy to drill 5 test wells in 2005 with an option to drill 5
      test
      wells in each of 2006 and 2007. EMC' s
      lands
      make up approximately 53 sections of land on the Cowley prospect. These leases
      occur with in the boundaries that Win Energy has mapped for the Cowley structure
      and in between all the key leases mentioned in the N. Cowley and S. Cowley
      description. EMC will receive an Over Riding Overriding Royalty with an
      opportunity to back in for a working interest.





***Page
          - 10***





**Cautionary
      Statements**





There
      can
      be no assurance that we will be successful in raising capital through private
      placements or otherwise. Even if we are successful in raising capital through
      the sources specified, there can be no assurances that any such financing would
      be available in a timely manner or on terms acceptable to us and our current
      shareholders. Additional equity financing could be dilutive to our then existing
      shareholders, and any debt financing could involve restrictive covenants with
      respect to future capital raising activities and other financial and operational
      matters. While Management has expressed confidence in the attainment of
      profitability sooner, rather than later, projects and even reasonable
      expectations are not outcomes yet. There is no absolute assurance that even
      our
      best laid plans and most diligent operations will succeed.











**ITEM****7****.
      Financial Statements.**





The
      Audit
      Committee of this Corporation for this fiscal year consists of our Board of
      Directors. Management is responsible for our internal controls and the financial
      reporting process. Our independent auditors are responsible for performing
      an
      independent audit of our financial statements in accordance with generally
      accepted accounting standards and to issue a report thereon. It is the
      responsibility of our Board of Directors to monitor and oversee these processes.
      In this context the Committee has met and held discussions with management
      and
      the independent accountants. Management recommended to the Committee that our
      financial statements were prepared in accordance with generally accepted
      accounting principles, and the Committee has reviewed and discussed the
      financial statements with Management and such independent accountants, matters
      required to be discussed by Statement on Auditing Standards No. 61
      (Communication with Audit Committees). Our independent accountants also provided
      to the Committee the written disclosures required by Independence Board Standard
      No. 1 (Independence Discussions with Audit Committees), and the Committee
      discussed with the independent accountants that firm's
      independence.





Based
      upon the Committee's discussions, and review, of the foregoing, the Committee
      recommended that our audited financial statements in our Annual Report on Form
      10-KSB for the year ended December 31, 2004 be included and filed with the
      Securities and Exchange Commission.





**Audited
      Financial Statements** for the
      years ended December 31, 2004, 2003, and from inception, April 14, 1999, are
      included and provided as Attachment AFK-04. These financial statements attached
      hereto and filed herewith are incorporated herein by this reference as though
      fully set forth herein.





**ITEM****8****.
      Changes In and Disagreements With Accountants**


**on
      Accounting and Financial Disclosure.**





None.





***Page
          - 11***




**PART
      III**








**ITEM****9****.
      Directors and Executive Officers, Promoters and Control
      Persons.**





The
      information required and appropriate for this Item is unchanged and found in
      our
      previous annual report. Officers and Directors serve until their successors
      might be elected or appointed. The time of the next meeting of shareholders
      has
      not been determined.





**ITEM****10****.
      Executive Compensation.**





**Summary
      Compensation, Table A.** the
      disclosure of Executive compensation is now provided in the tabular form
      required by the Securities and Exchange Commission, pursuant to Regulation
      228.402.





Long
                Term CompensationAnnual
                Compensation
            Awards
            Payoutsa
              
              Name
              and
              Principal
              Position
            b
              
              
              
              Year
            c
              
              
              Salary
              ($)
            d
              
              
              Bonus
              ($)
            e
              
              Other
              Annual
              Compen-sation
              ($)
            f
              
              Restric-ted
              Stock
              Awards
              ($)
            g
              Securi-ties
              Under-
              lying
              Options
              SARs
                (#)
            h
              
              
              LTIP
              Payouts
              ($)
            i
              
              
              All
                Other
              Compen-sation
              ($)Christopher
              Paton-Gay,
              Chairman,
                CEO
            2004
            0
            0
            0
            
            0
            0
            02003
            12,500
            0
            0
            20,0000
            0
            0
            02002
            0
            0
            0
            0
            0
            0
            0Donald
                Jackson Wells,
              Director
            2004
            0
            0
            0
            0
            0
            0
            02003
            0
            0
            0
            5,000
            0
            0
            02002
            0
            0
            0
            0
            0
            0
            0Joseph
                A. Kane
              Director
            2004
            0
            0
            0
            0
            0
            0
            02003
            0
            0
            0
            5,000
            0
            0
            02002
            0
            0
            0
            0
            0
            0
            0




***Page
          - 12***





**ITEM****11****.
      Security Ownership of Certain Beneficial Owners and
      Management.**





To
      the
      best of Registrant's knowledge and belief the following disclosure presents
      the
      total security ownership of all persons, entities and groups, known to or
      discoverable by Registrant, to be the beneficial owner or owners of more than
      five percent of any voting class of Registrant's stock, along with the total
      beneficial security ownership of all Directors and Nominees, naming them, and
      by
      all Officers and Directors as a group, without naming them. Please refer to
      explanatory notes if any, for clarification or additional information. The
      Registrant has only one class of stock; namely Common Stock.





**Common
      Stock**


Name
                and Address of Beneficial Owner
            Share
              Ownership
            %Christopher
                Paton-Gay
              6160
                Genoa Bay RoadChairman/CEO
              Duncan
                B.C. CanadaDirector
            185,000
            0.38Donald
                Jackson Wells
              3131
                S.W. Freeway #46
              Houston
                TX 77098Director
            75,800
            0.16Joseph
                Kane
              3131
                S.W. Freeway #46
              Houston
                TX 77098Director
            75,800
            0.16All
                Officers and Directors as a Group
            336,600
            0.69Total
                Issued and Outstanding
            48,535,970
            100.00All
                Affiliates
            (336,600)
            (0.69)Indicated
                Total Non-Affiliate Ownership
            48,199,370
            99.31




**(** **a** **)
      Changes in Control.** There
      are no arrangements known to Registrant, including any pledge by any persons,
      of
      securities of Registrant, which may at a subsequent date result in a change
      of
      control of our Corporation. Specifically, we are not a candidate for any direct
      or reverse acquisition transactions, but are devoted to bringing our business
      plan to actualization and profitability.





The
      Remainder of this Page is Intentionally left Blank


***Page
          - 13***





**Item****12****.
      Controls and Procedures.**





**Evaluation
      of Disclosure Controls and Procedures.** Based
      upon an evaluation under supervision and with the participation of our
      management, as of the end of the period represented by this Annual Report on
      form 10-KSB, our principal executive officer and principal financial officer
      have concluded that our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, are
      effective to ensure that information required to be disclosed (in reports that
      we file or submit under that Exchange Act) is recorded, processed, summarized
      and reported within the time periods specified in SEC rules and
      forms.





**Changes
      in Internal Accounting.** There
      were no significant changes in our internal controls or other factors that
      could
      significantly affect these controls subsequent to the date of their evaluation.
      There were no significant deficiencies or material weaknesses, and therefore
      there were no corrective actions taken. However, the design of any system of
      controls is based in part upon the assumptions about the likelihood of future
      events, and there is no certainty that any design will succeed in achieving
      its
      stated goal under all potential future considerations, regardless of how
      remote.











**ITEM****13****.
      Attachments, Financial Statements, Exhibits, and Reports on Form
      8-K.**





**(** **a** **)
      Attachments/Exhibits Hereto.**





(31) Certification
      pursuant to 18 USC Section 302 .





(32) Certification
      pursuant to 18 USC Section 1350 .





(AC-99.1) Audit
      Committee Report





(AFK-04A) Audited
      Financial Statements for the
      years ended December 31, 2004, 2003 and from Inception.





**(** **b** **)
      Exhibits Previously Filed.** Please
      see our Previous Annual Report on Form 10-KSB, for the year ended December
      31,
      2001, for Exhibits: (3.1) Articles
      of Incorporation ;
      (3.2) By-Laws ,
      incorporated herein by this reference.





**(** **c** **)
      Form 8-K Reports.** None
      during the period represented by this report.




**Signatures**











*Pursuant
      to the requirements* of the
      Securities Exchange Act of 1934, this report has been signed below by the
      following persons on behalf of the Registrant and in the individual capacities
      and on the date indicated.






***Turner
      Valley Oil & Gas, Inc.***





Dated:
      October 31, 2005




/s/Christopher
        Paton-Gay
 Christopher
          Paton-Gay


president/director/Sole
        Officer


***Page
          - 14***








**Exhibit
      31**





**Section
      302 Certification**











***Page
          - 15***


**CERTIFICATIONS
      PURSUANT TO SECTION 302**





I,Christopher
                Paton-Gay,
                certify that:





1.
      I have
      reviewed this Annual report on Form 10-KSB of *Turner
      Valley Oil & Gas, Inc.* ;





2.
      Based
      on my knowledge, this annual report does not contain any untrue statement of
      a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this report;





3.
      Based
      on my knowledge, this report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      the light of circumstances under which such statements were made, nor misleading
      with respect to the period covered by this report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the small business issuer
      as
      of, and for, the periods represented in this report;





4.
      The
      small business issuer's other certifying officers officer(s) and I are
      responsible for establishing and maintaining disclosure controls and procedures
      [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the small
      business issuer and have:





(a)
                Designed such disclosure controls and procedures, or caused such
                disclosure controls and procedures to be designed under our supervision,
                to ensure that material information relating to the small business
                issuer,
                including its consolidated subsidiaries, is made known to us by others
                within those entities, particularly during the period in which this
                annual
                report is being prepared;





(b)
                Designed such internal control over financial reporting, or causes
                such
                internal control over financial reporting to be designed under our
                supervision, to provide reasonable assurance regarding the reliability
                of
                financial reporting and the preparation of financial statements for
                external purposes in accordance with generally accepted accounting
                principles;





(c)
                Evaluated the effectiveness of the small business issuer's disclosure
                controls and procedures and presented in this report our conclusions
                about
                the effectiveness of the disclosure controls and procedures, as of
                the end
                of the period covered by this report based on such evaluation, and





(d)
                Disclosed in this report any change in the small business issuer's
                internal control over financial reporting that occurred during the
                small
                business issuer's most recent fiscal quarter (the small business
                issuer's
                fourth fiscal quarter in the case of an annual report) that has materially
                affected or is reasonably likely to materially affect, the small
                business
                issuer's internal control over financial reporting; and





5.
      The
      small business issuer's other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer's auditors and the audit committee of the small
      business issuer's auditors and the audit committee of small business issuer's
      board of directors (or persons performing the equivalent
      functions):





(a)
                all significant deficiencies in the design or operation of internal
                controls over financial reporting which are reasonably likely to
                adversely
                affect the small business issuer's ability to record, process, summarize
                and report financial information; and





(b)
                any fraud, whether or not material, that involves management or other
                employees who have a significant role in the small business issuer's
                internal control over financial
                reporting.








Dated:
      October 31, 2005


/s/Christopher
          Paton-Gay
 Christopher
            Paton-Gay
 president/director/Sole
          Officer










***Page
          - 16***








**Exhibit
      32**





**CERITIFICATION
      PURSUANT TO 18 USC SECTION 1350**











***Page
          - 17***


**CERTIFICATION
      PURSUANT TO 18 U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO SECTION 906 OF THE**


**SARBANES-OXLEY
      ACT OF 2002**


CERTIFICATION
      OF CUSTODIAN


In
      connection with the Annual Report of *Turner
      Valley Oil & Gas, Inc.* .,
      a
      Nevada corporation (the "Company"), on 10-KSB for the year ended December 31,
      2004 as filed with the Securities and Exchange Commission (the "Report"), I, Christopher
      Paton-Gay ,
      Sole
      Officer of the Company, certify, pursuant to 906 of the Sarbanes-Oxley Act
      of
      2002 (18 U.S.C. 1350), that to my knowledge:




(1)
      The
      Report fully complies with the requirements of section 13(a) or 15(d) of the
      Securities Exchange Act of 1934; and


(2)
      The
      information contained in the Report fairly presents, in all material respects,
      the financial condition and results of operations of the Company.




Dated:
      October 31, 2005




/s/Christopher
          Paton-Gay
 Christopher
            Paton-Gay
 president/director/Sole
          Officer


***Page
          - 18***







**Attachment
      AC-99.1**





**Audit
      Committee Report**














***Page
          - 19***


***Turner
      Valley Oil & Gas, Inc.***


6160
      Genoa Bay Road


Duncan
      B.C. Canada V9L 5Y5


Form
      Type: 10-KSB/A





AUDIT
      COMMITTEE REPORT





The
      Audit
      Committee of Turner Valley Oil & Gas, Inc. ("TVOG") is composed of the
      Corporation's Board of Directors. The members of the Committee are Christopher
      Paton-Gay, Donald Jackson Wells and Joseph A. Kane. The Committee recommended,
      subject to stockholder ratification, the selection of the Corporation's
      independent accountants.





Management
      is responsible for the Corporation's internal controls and the financial
      reporting process. The independent accountants are responsible for performing
      an
      independent audit of the Corporation's consolidated financial statements in
      accordance with the generally accepted auditing standards and to issue a report
      thereon. The Committee's responsibility is to monitor and oversee these
      processes.





In
      this
      context, the Committee has met and held discussions with management and the
      independent accountants. Management represented to the Committee that the
      Corporation's financial statements were prepared in accordance with generally
      accepted accounting principles, and the Committee has reviewed and discussed
      the
      consolidated financial statements with management and the independent
      accountants. The Committee discussed with the independent accountants matters
      required to be discussed by the Statement on Auditing Standards No.
      61.





The
      Corporation's independent accountants also provided to the Committee the written
      disclosures required by Independence Standards Board Standard No. 1, and the
      Committee discussed with the independent accountant that firms
      independence.





Based
      upon Committee's discussion with management and the independent accountants
      and
      the Committee's review of the representation of management and the report of
      the
      independent accountants to the Committee, the Committee recommended that the
      audited consolidated financial statements be included in the Corporation's
      Annual Report on Form 10-KSB for the year ended December 31, 2004, filed with
      the Securities and Exchange Commission.





Dated:
      October 31, 2005


/s/Christopher
          Paton-Gay
 Christopher
            Paton-Gay
 president/director/Sole
          Officer










***Page
          - 20***








**Attachment
      AFK-04A**





**Audited
      Financial Statements**


**of**


**Turner
      Valley Oil & Gas, Inc.**





**for
      the years ended**


**December
      31, 2004, 2003**


**and
      from inception**











***Page
          - 21***


**C
        O N T E N T S**
 
 
 
 Independent
        Auditors’ Report
 
 Consolidated
        Balance Sheets
 
 Consolidated
        Statements of Operations
 
 Consolidated
        Statements of Stockholders’ Equity
 
 Consolidated
        Statements of Cash Flows
 
 Notes
        to
        the Consolidated Financial statements
  ***Page
            - 22***
  
 
 
 
 
 INDEPENDENT
        AUDITORS’ REPORT
 
 
 To
        the
        Stockholders and Board of Directors
 Turner
        Valley Oil & Gas Corporation
 Duncan
        B.C. Canada
 
 We
        have
        audited the accompanying consolidated balance sheets of Turner Valley Oil
&
        Gas Corporation (a Development Stage Company) as of December 31, 2004 and
        2003
        and the related consolidated statements of operations, stockholders’ equity and
        comprehensive income and cash flows for the periods then ended and from
        inception on April 21, 1999 through December 31, 2004. These consolidated
        financial statements are the responsibility of the Company’s management. Our
        responsibility is to express an opinion on these consolidated financial
        statements based on our audits.
 
 We
        conducted our audits in accordance with 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
        consolidated financial statements are free of material misstatement. The
        Company
        has determined that it is not required to have, nor were we engaged to perform,
        an audit of its internal control over financial reporting. An audit includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the consolidated financial statements. An audit also includes assessing the
        accounting principles used and significant estimates made by management,
        as well
        as evaluating the overall consolidated financial statement presentation.
        We
        believe that our audits provide a reasonable basis for our opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the consolidated financial position of Turner Valley
        Oil & Gas Corporation as of December 31, 2004 and 2003 and the consolidated
        results of their operations and their cash flows for the period ended December
        31, 2004 and from inception on April 21, 1999 through December 31, 2004,
        in
        conformity with accounting principles generally accepted in the United States
        of
        America.
 
 The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Companies will continue as going concerns. As discussed in Note 2 to
        the
        consolidated financial statements, the Company has suffered recurring operating
        losses, and is dependent upon financing to continue operations, which raises
        substantial doubt about its ability to continue as a going concern. Management’s
        plans with regard to these matters are also described in Note 2. The
        consolidated financial statements do not include any adjustments that might
        result from the outcome of this uncertainty.
 
 
 /s/Chisholm,
        Bierwolf & Nilson, LLC
 Chisholm,
        Bierwolf & Nilson, LLC
 Bountiful,
        Utah
 March
        28,
        2005
 
 
  ***Page
            - 23***
   **TURNER
        VALLEY OIL & GAS CORPORATION**
 (a
        Development Stage Company)
 Consolidated
        Balance Sheet
   ASSETS
              
              December
                  31,
              December
                  31,2004
              
              
              2003CURRENT
                  ASSETSCash
              
              $
              22,191
              
              $
              9,394Accounts
                  Receivable (Net of Allowance of $0)
              
              
              4,809
              
              
              -Total
                  Current Assets
              
              
              27,000
              
              
              9,394OIL
                  AND GAS PROPERTIES USINGFULL COST ACCOUNTING (Note 3)Properties
                  Not Subject to Amortization
              
              
              -
              
              
              300,672Properties
                  Being Amortized
              
              
              48,942
              
              
              -Accumulated
                  Amortization
              
              
              (10,767)
              
              
              -Net
                  Oil and Gas Properties
              
              
              38,175
              
              
              300,672OTHER ASSETSInvestments
              
              
              181,585
              
              
              -Total
                  Other Assets
              
              
              181,585
              
              
              -TOTAL
                  ASSETS
              
              $
              246,760
              
              $
              310,066LIABILITIES
                  AND STOCKHOLDERS’
                  EQUITYCURRENT LIABILITIESAccounts
                  Payable
              
              $
              19,053
              
              $
              299Notes
                  Payable - Related Party
              
              
              23,659
              
              
              -Total
                  Current Liabilities
              
              
              42,712
              
              
              299Total
                  Liabilities
              
              
              42,712
              
              
              299STOCKHOLDERS’ EQUITY (Note 4)Common
                  Stock; Par Value $0.001 Per Share; Authorized100,000,000
                  Shares; 48,535,984 and 42,560,984
                  SharesIssued
                  and Outstanding, Respectively, Retroactively
                  Restated
              
              
              48,536
              
              
              42,561Capital
                  in Excess of Par Value
              
              
              3,559,673
              
              
              2,836,249Accumulated
                  Deficit
              
              
              (3,351,326)
              
              
              (2,567,325)Subscriptions
                  Receivable
              
              
              (48,750)
              
              
              -Other
                  Comprehensive Income
              
              
              (4,085)
              
              
              (1,718)Total
                  Stockholders’ Equity
              
              
              204,048
              
              
              309,767TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY
              
              $
              246,760
              
              $
              310,066
  
 The
              accompanying notes are an integral part of these financial
              statements.
 ***Page
            - 24***
  **TURNER
        VALLEY OIL & GAS CORPORATION**
 (a
        Development Stage Company)
 Consolidated
        Statements of Operations
 
 From
                  Inception onApril 21, 1999For
                  the Year Ended
              
              
              throughDecember
                  31,
              
              
              December 31,2004
              
              
              2003
              
              
              2004ROYALTIES
                RECEIVED
              
              $
              8,421
              
              $
              -
              
              $
              9,421Total
                  Revenue
              
              
              8,421
              
              
              -
              
              
              9,421EXPENSESCost
                  of Production
              
              
              9,350
              
              
              -
              
              
              9,350Depletion
              
              
              10,767
              
              
              -
              
              
              10,767General
                  and Administrative
              
              
              746,824
              
              
              1,134,466
              
              
              3,311,855Total
                  Expenses
              
              
              766,941
              
              
              1,134,466
              
              
              3,331,972NET
                OPERATING LOSS
              
              
              (758,520)
              
              
              (1,134,466)
              
              
              (3,322,551)OTHER INCOME (EXPENSES)Interest
                  Expense
              
              
              -
              
              
              (3,294)
              
              
              (3,294)Gain
                  (Loss) on Sale of Investments
              
              
              (25,481)
              
              
              -
              
              
              (25,481)Total
                  Other Income (Expenses)
              
              
              (25,481)
              
              
              (3,294)
              
              
              (28,775)NET
                LOSS
              
              $
              (784,001)
              
              $
              (1,137,760)
              
              $
              (3,351,326)BASIC
                LOSS PER COMMON SHARE
              
              $
              (0.02)
              
              $
              (0.03)WEIGHTED AVERAGE NUMBER OFSHARES
                OUTSTANDING
              
              
              44,823,100
              
              
              40,647,839COMPREHENSIVE INCOMENet
                  Loss
              
              $
              (784,001)
              
              $
              (1,137,760)
              
              $
              (3,351,326)Other
                  Comprehensive Income:Foreign
                  Currency Translation
              
              
              (2,367)
              
              
              (1,718)
              
              
              (4,085)Comprehensive
                  Income (Loss)
              
              $
              (786,368)
              
              $
              (1,139,478)
              
              $
              (3,355,411)
 
  The
              accompanying notes are an integral part of these financial
              statements.
 ***Page
            - 25***
  **TURNER
        VALLEY OIL & GAS CORPORATION**
 (a
        Development Stage Company)
 Consolidated
        Statement of Stockholders’ Equity
 From
        Inception on April 21, 1999 through December 31, 2004
 
 Common
                  Stock
              
              
              Paid-In
              
              
              Comprehensive
              
              
              Subscription
              
              
              RetainedShares
              
              
              Amount
              
              
              Capital
              
              
              Income
              
              
              Receivable
              
              
              DeficitBalance at Inception onApril
                  21, 1999
              
              
              41,080
              
              $
              41
              
              $
              5,094
              
              $
              -
              
              $
              -
              
              $
              -Shares Issued for Cash at $0.05 Per
                Share,Retroactively
                  Restated
              
              
              16,000
              
              
              16
              
              
              99,984
              
              
              -
              
              
              -
              
              
              -Net Loss for the Year EndedDecember
                  31, 1999
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (96,935)Balance, December 31, 1999
              
              
              57,080
              
              
              57
              
              
              105,078
              
              
              -
              
              
              -
              
              
              (96,935)Net Loss for the Year EndedDecember
                  31, 2000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (27,242)Balance, December 31, 2000
              
              
              57,080
              
              
              57
              
              
              105,078
              
              
              -
              
              
              -
              
              
              (124,177)Net loss for the Year EndedDecember
                  31, 2001
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (65,380)Balance, December 31, 2001
              
              
              57,080
              
              
              57
              
              
              105,078
              
              
              -
              
              
              -
              
              
              (189,557)Shares Issued for DebtReduction,
                  Retroactively Restated
              
              
              8,000
              
              
              899,992
              
              
              -
              
              
              -
              
              
              -
              
              
              -Shares Issued for Services at $0.05
                Per
                Share,Retroactively
                  Restated
              
              
              2,190,150
              
              
              2,190
              
              
              1,092,885
              
              
              -
              
              
              -
              
              
              -Net Loss for the Year EndedDecember
                  31, 2002
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,240,008)Balance,December
                  31, 2002
              
              
              2,255,230
              
              
              2,255
              
              
              1,297,955
              
              
              -
              
              
              -
              
              
              (1,429,565)Shares Issued for Services at $0.02
                per
                Share,Retroactively
                  Restated
              
              
              1,500,000
              
              
              1,500
              
              
              298,500
              
              
              -
              
              
              -
              
              
              -Rounding Due to Stock Split
              
              
              2,000
              
              
              2
              
              
              (2)
              
              
              -
              
              
              -
              
              
              -Shares Issued for AccountsPayable
                  at $0.05 Per Share
              
              
              8,000,000
              
              
              8,000
              
              
              392,000
              
              
              -
              
              
              -
              
              
              -Shares Issued for Services at$0.015
                  Per Share
              
              
              31,729,200
              
              
              31,729
              
              
              444,209
              
              
              -
              
              
              -
              
              
              -Share Issued for Services at$0.015 Per Share
              
              
              9,487,504
              
              
              9,488
              
              
              132,825
              
              
              -
              
              
              -
              
              
              -
 
  The
              accompanying notes are an integral part of these financial
              statements.
 ***Page
            - 26***
  **TURNER
        VALLEY OIL & GAS CORPORATION**
 (a
        Development Stage Company)
 Consolidated
        Statement of Stockholders’ Equity
 From
        Inception on April 21, 1999 through December 31, 2004
  Common
                  Stock
              
              
              Paid-In
              
              
              Comprehensive
              
              
              Subscription
              
              
              RetainedShares
              
              
              Amount
              
              
              Capital
              
              
              Income
              
              
              Receivable
              
              
              DeficitShares Issued for AccountsPayable
                  at $0.05 Per Share
              
              
              2,000,000
              
              
              2,000
              
              
              98,000
              
              
              -
              
              
              -
              
              
              -Shares Issued for AccountsPayable
                  at $0.05 Per Share
              
              
              650,000
              
              
              650
              
              
              31,850
              
              
              -
              
              
              -
              
              
              -Cancellation of CommonShares
                  issued for services
              
              
              (14,691,520)
              
              
              (14,692)
              
              
              (122,459)
              
              
              -
              
              
              -
              
              
              -Cancellation of CommonShares
                  issued for payables
              
              
              (2,000,000)
              
              
              (2,000)
              
              
              ( 98,000)
              
              
              -
              
              
              -
              
              
              -Shares Issued for Cash at$0.05
                  Per Share
              
              
              3,000,000
              
              
              3,000
              
              
              147,000
              
              
              -
              
              
              -
              
              
              -Shares Issued for Cash at$0.30
                  Per Share
              
              
              100,000
              
              
              100
              
              
              29,900
              
              
              -
              
              
              -
              
              
              -Shares Issued for Cash at$0.35
                  Per Share
              
              
              528,570
              
              
              529
              
              
              184,471
              
              
              -
              
              
              -
              
              
              -Net Loss for the Year EndedDecember
                  31, 2003
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,137,760)Balance, December 31, 2003
              
              
              42,560,984
              
              
              42,561
              
              
              2,836,249
              
              
              (1,718)
              
              
              -
              
              
              (2,567,325)Shares Issued for Servicesat
                  $.20 Per Share
              
              
              2,317,500
              
              
              2,318
              
              
              461,182
              
              
              -
              
              
              -
              
              
              -Shares Issued for Servicesat
                  $.08 Per Share
              
              
              2,597,500
              
              
              2,597
              
              
              205,202
              
              
              -
              
              
              -
              
              
              -Shares Issued for Servicesat
                  $.11 Per Share
              
              
              85,000
              
              
              85
              
              
              9,265
              
              
              -
              
              
              -
              
              
              -Shares Issued forSubscription
                  at $.05 Per Share
              
              
              975,000
              
              
              975
              
              
              47,775
              
              
              -
              
              
              (48,750)
              
              
              -Foreign Currency Translation
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,367)
              
              
              -
              
              
              -Net Loss for the Year EndedDecember
                  31, 2004
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (784,001)Balance,
                December 31, 2004
              
              
              48,535,984
              
              $
              48,536
              
              $
              3,559,673
              
              $
              (4,085)
              
              $
              (48,750)
              
              $
              (3,351,326)
  
  The
              accompanying notes are an integral part of these financial
              statements.
 ***Page
            - 27***
  **TURNER
        VALLEY OIL & GAS CORPORATION**
 (a
        Development Stage Company)
 Consolidated
        Statement of Cash Flows
 
 From
                  Inception onApril
                  21, 1999For
                  the Year Ended
              
              
              throughDecember
                  31,
              
              
              December
                  31,2004
              
              
              2003
              
              
              2004CASH FLOWS FROM OPERATING
                ACTIVITIESNet
                  Loss
              
              $
              (784,001)
              
              $
              (1,137,760)
              
              $
              (3,351,326)Adjustments
                  to Reconcile Net Loss to Net CashProvided
                  (Used) by Operating Activities:Depletion
              
              
              10,767
              
              
              -
              
              
              10,767Common
                  Stock Issued for Services Rendered
              
              
              680,649
              
              
              781,100
              
              
              2,561,959(Loss)
                  From Sale of Investments
              
              
              25,481
              
              
              -
              
              
              25,481Common
                  Stock Issued for Retirement of Accounts
                  Payable
              
              
              -
              
              
              432,500
              
              
              532,500Non-Cash
                  Effect from Foreign Currency Translation
              
              
              (2,367)
              
              
              (1,718)
              
              
              (4,085)Changes
                  in Operating Assets and Liabilities:Increase
                  (Decrease) in Accounts Receivable
              
              
              (4,809)
              
              
              -
              
              
              (4,809)Increase
                  (Decrease) in Accounts Payable-Related
                  Party
              
              
              23,659
              
              
              (33,824)
              
              
              23,659Increase
                  (decrease) in accounts payable
              
              
              18,754
              
              
              (95,232)
              
              
              19,053Net
                  Cash Provided (Used) by Operating Activities
              
              
              (31,867)
              
              
              (54,934)
              
              
              (186,801)CASH FLOWS FROM INVESTING
                ACTIVITIESExpenditures
                  for Oil and Gas Property Development
              
              
              (12,042)
              
              
              (300,672)
              
              
              (312,714)Proceeds
                  from Sale of Investments
              
              
              56,706
              
              
              -
              
              
              56,706Net
                  Cash (Used) by Investing Activities
              
              
              44,664
              
              
              (300,672)
              
              
              (256,008)CASH FLOWS FROM FINANCING
                ACTIVITIESProceeds
                  from Issuance of Common Stock
              
              
              -
              
              
              365,000
              
              
              465,000Net
                  Cash Provided by Financing Activities
              
              
              -
              
              
              365,000
              
              
              465,000NET INCREASE (DECREASE) IN
                CASH
              
              
              12,797
              
              
              9,394
              
              
              22,191CASH AND CASH EQUIVALENTS ATBEGINNING
                OF YEAR
              
              
              9,394
              
              
              -
              
              
              -CASH
                AND CASH EQUIVALENTS AT END OF YEAR
              
              $
              22,191
              
              $
              9,394
              
              $
              22,191CASH PAID FOR:Interest
              
              $
              -
              
              $
              3,294
              
              $
              3,294Income
                  Taxes
              
              $
              -
              
              $
              -
              
              $
              -NON-CASH FINANCING
                ACTIVITIES:Common
                  stock issued for services rendered
              
              $
              680,649
              
              $
              781,100
              
              $
              2,561,959Common
                  stock issued to retire accounts payable
              
              $
              -
              
              $
              432,500
              
              $
              532,500
 
   The
              accompanying notes are an integral part of these financial
              statements.
 ***Page
            - 28***
   **TURNER
        VALLEY OIL & GAS CORPORATION**
 (a
        Development Stage Company)
 Notes
        to the Financial Statements
 December
        31, 2004 and 2003
 
 NOTE
                  1 -
              SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES
 
 A.
        Organization
 
 The
        Company was incorporated under the laws of Nevada on April 21, 1999 as
        NetParts.com. The Company was originally organized to create a series of
        16
        specialized auto salvage yards whereby the salvageable components would be
        inventoried on a computer and listed on the internet. The Company, however,
        changed their operations and their name on July 24, 2003 to Turner Valley
        Oil
& Gas Corporation. On August 1, 2003, the Company incorporated T.V. Oil
& Gas Canada Limited, a wholly owned subsidiary, into the financial
        statements of the Company. The Company holds a working interest in an oil
        lease
        and an investment in an oil and gas entity.
 
 B.
        Revenue and Cost Recognition
 
 Oil
        and Gas Properties
 
 The full
        cost method is used in accounting for oil and gas properties. Accordingly,
        all
        costs associated with acquisition, exploration, and development of oil and
        gas
        reserves, including directly related overhead costs, are capitalized. In
        addition, depreciation on property and equipment used in oil and gas exploration
        and interest costs incurred with respect to financing oil and gas acquisition,
        exploration and development activities are capitalized in accordance with
        full
        cost accounting. Capitalized interest for the years ended December 31, 2004
        and
        2003 was $0. All capitalized costs of proved oil and gas properties subject
        to
        amortization are being amortized on the unit-of-production method using
        estimates of proved reserves. Investments in unproved properties and major
        development projects not subject to amortization are not amortized until
        proved
        reserves associated with the projects can be determined or until impairment
        occurs. If the results of an assessment indicate that the properties are
        impaired, the amount of the impairment is added to the capitalized costs
        to be
        amortized. As of December 31, 2003, proved oil and gas reserves had been
        identified on the Strachan Property, however, the property was not producing
        due
        to the reworking of the well, and therefore, no amortization has been recorded
        for the year ending December 31, 2003. During the year ended December 31,
        2004,
        the Company recorded depletion of $10,767 on its property.
 
 C.
        Basis of Consolidation
 
 The
        consolidated financial statements include the accounts of NetParts.Com, Inc.
        and
        Turner Valley Oil & Gas Corporation. All significant inter-company accounts
        and transactions have been eliminated in the consolidation.
  ***Page
            - 29***
  **TURNER
        VALLEY OIL & GAS CORPORATION**
 (a
        Development Stage Company)
 Notes
        to
        the Financial Statements
 December
        31, 2004 and 2003
 
 NOTE
                  1 -
              SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES
                  (Continued)
 
 D.
        Earnings (Loss) Per Share
 
 The
        computation of earnings per share of common stock is based on the weighted
        average number of shares outstanding at the date of the financial
        statements.
 
 Income
                  (Loss)
              
              
              Shares
              
              
              Per-Share(Numerator)
              
              
              (Denominator)
              
              
              AmountFor the year ended December 31,
                2004:Basic EPSIncome (loss) to common
                stockholders
              
              $
              (773,234)
              
              
              44,823,103
              
              $
              (0.02)For the year ended December 31,
                2003:Basic EPSIncome (loss) to common
                stockholders
              
              $
              (1,137,760)
              
              
              40,467,839
              
              $
              (0.03)
  
 E.
        Cash and Cash Equivalents
 
 The
        Company considers all highly liquid investments with maturities of three
        months
        or less to be cash equivalents.
 
 F.
        Income Taxes
 
 Income
        taxes are provided for the tax effects of transactions reported in the financial
        statements and consist of taxes currently due plus deferred taxes. Deferred
        taxes are provided on a liability method whereby deferred tax assets are
        recognized for deductible temporary differences and operating loss, tax credit
        carry-forwards, and deferred tax liabilities are recognized for taxable
        temporary differences. Temporary differences are the differences between
        the
        reported amounts of assets and liabilities and their tax bases. Deferred
        tax
        assets are reduced by a valuation allowance when, in the opinion of management,
        it is more likely than not that some portion or all of the deferred tax will
        not
        be realized. Deferred tax assets and liabilities are adjusted for the effects
        of
        changes in tax laws and rates on the date of enactment.
  ***Page
            - 30***
  **TURNER
        VALLEY OIL & GAS CORPORATION**
 (a
        Development Stage Company)
 Notes
        to
        the Financial Statements
 December
        31, 2004 and 2003
 
 NOTE
                  1 -
              SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES
                  (Continued)
 
 F.
        Income Taxes (continued)
 
 December
                  31,
              
              
              December
                  31,2004
              
              
              2003Deferred tax assets:Net
                operation loss carry-forwards
              
              $
              3,373,000
              
              $
              2,600,000Total
                  Deferred Tax Assets
              
              
              1,147,000
              
              
              884,000Valuation
                allowance for deferred tax assets
              
              
              (1,147,000)
              
              
              (884,000)$
              -
              
              $
              -
 
 
 At
        December 31, 2004, the Company has net operating losses of $3,373,000 which
        begin to expire in 2019.
 
 G.
        Use
        of estimates
 
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect reported amounts of assets and liabilities, disclosure of contingent
        assets and liabilities at the date of the financial statements and revenues
        and
        expenses during the reporting period. In these financial statements assets
        and
        liabilities involve extensive reliance on management’s estimates. Actual results
        could differ from those estimates.
 
 H.
        New
        Technical Pronouncements
 
 On
        December 16, 2004, the FASB issued SFAS No. 123(R), *Share-Based
        Payment* ,
        which
        is an amendment to SFAS No. 123, *Accounting
        for Stock-Based Compensation.* This
        new
        standard eliminates the ability to account for share-based compensation
        transactions using Accounting Principles Board (“APB”) Opinion No. 25, *Accounting
        for Stock Issued to Employees,* and
        generally requires such transactions to be accounted for using a
        fair-value-based method and the resulting cost recognized in our financial
        statements. This new standard is effective for awards that are granted, modified
        or settled in cash in interim and annual periods beginning after June 15,
        2005.
        In addition, this new standard will apply to unvested options granted prior
        to
        the effective date. The Company will adopt this new standard effective for
        the
        fourth fiscal quarter of 2005, and has not yet determined what impact this
        standard will have on its consolidated financial position or results of
        operations.
  ***Page
            - 31***
  **TURNER
        VALLEY OIL & GAS CORPORATION**
 (a
        Development Stage Company)
 Notes
        to
        the Financial Statements
 December
        31, 2004 and 2003
 
 NOTE
                  1 -
              SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES
                  (Continued)
 
 H.
        New
        Technical Pronouncements (continued)
 
 In
        November 2004, the FASB issued SFAS No. 151, *Inventory
        Costs — an amendment of ARB No. 43, Chapter 4* .
        This
        Statement amends the guidance in ARB No. 43, Chapter 4, “Inventory
        Pricing,” to clarify the accounting for abnormal amounts of idle facility
        expense, freight, handling costs, and wasted material (spoilage). Paragraph
        5 of
        ARB 43, Chapter 4, previously stated that “. . . under some circumstances,
        items such as idle facility expense, excessive spoilage, double freight,
        and
        rehandling costs may be so abnormal as to require treatment as current period
        charges. . . .” This Statement requires that those items be recognized as
        current-period charges regardless of whether they meet the criterion of “so
        abnormal.” In addition, this Statement requires that allocation of fixed
        production overheads to the costs of conversion be based on the normal capacity
        of the production facilities. This statement is effective for inventory costs
        incurred during fiscal years beginning after June 15, 2005. Management
        does
        not believe the adoption of this Statement will have any immediate material
        impact on the Company.
 
 In
        December 2004, the FASB issued SFAS No. 152, *Accounting
        for Real Estate Time-sharing* Transactions,
        which amends FASB statement No. 66, Accounting for Sales of Real Estate,
        to
        reference the financial accounting and reporting guidance for real estate
        time-sharing transactions that is provided in AICPA Statement of Position
        (SOP)
        04-2, Accounting for Real Estate Time-Sharing Transactions. This statement
        also
        amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations
        of Real Estate Projects, to state that the guidance for (a) incidental
        operations and (b) costs incurred to sell real estate projects does not apply
        to
        real estate time-sharing transactions. The accounting for those operations
        and
        costs is subject to the guidance in SOP 04-2. This Statement is effective
        for
        financial statements for fiscal years beginning after June 15, 2005. Management
        believes the adoption of this Statement will have no impact on the financial
        statements of the Company.
 
 In
        December 2004, the FASB issued SFAS No.153, *Exchange
        of Nonmonetary Assets* .
        This
        Statement addresses the measurement of exchanges of nonmonetary assets. The
        guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions,
        is
        based on the principle that exchanges of nonmonetary assets should be measured
        based on the fair value of the assets exchanged. The guidance in that Opinion,
        however, included certain exceptions to that principle. This Statement amends
        Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
        productive assets and replaces it with a general exception for exchanges
        of
        nonmonetary assets that do not have commercial substance. A nonmonetrary
        exchange has commercial substance if the future cash flows of the entity
        are
        expected to change significantly as a result of the exchange. This Statement
        is
        effective for financial statements for fiscal years beginning after June
        15,
        2005. Earlier application is permitted for nonmonetary asset exchanges incurred
        during fiscal years beginning after the date of this statement is issued.
        Management believes the adoption of this Statement will have no impact on
        the
        financial statements of the Company.
 
  ***Page
            - 32***
  **TURNER
        VALLEY OIL & GAS CORPORATION**
 (a
        Development Stage Company)
 Notes
        to
        the Financial Statements
 December
        31, 2004 and 2003
 
 NOTE
                  1 -
              SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES
                  (Continued)
 
 H.
        New
        Technical Pronouncements (continued)
 
 The
        implementation of the provisions of these pronouncements is not expected
        to have
        a significant effect on the Company’s consolidated financial statement
        presentation.
 
 I.
        Financial Instruments
 
 The
        recorded amounts of financial instruments, including cash equivalents, accounts
        payable and short term notes approximate their market values as of December
        31,
        2004 and 2003. The Company has no investments in derivative financial
        instruments.
 
 J.
        Functional Currency & Foreign Currency Translation
 
 The
        Company’s functional currency is the U.S. dollar. In accordance with the
        Statement of Financial Accounting Standard No. 52, *Foreign
        Currency Translation* ,
        the
        assets and liabilities denominated in foreign currency are translated into
        U.S.
        dollars at the current rate of exchange existing at period end and revenues
        and
        expenses are translated at average monthly exchange rates. Related translation
        adjustments are reported as a separate component of stockholders’ equity,
        whereas, gains or losses relating from foreign currency transactions are
        included in the results of operations.
 
 K.
        Impairment of Long-Lived Assets
 
 In
        accordance with Financial Accounting Standards Board Statement No. 121, the
        Company records impairment of long-lived assets to be held and used or to
        be
        disposed of when indicators of impairment are present and the undiscounted
        cash
        flows estimated to be generated by those assets are less than the carrying
        amount. At December 31, 2004 the impairment charge was $71.072, and at December
        31, 2003 the impairment charge was $Nil.
 
 NOTE
        2
        -  GOING
        CONCERN
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. The Company has suffered recurring operating
        losses and is dependent upon raising capital to continue operations. The
        financial statements do not include any adjustments that might result from
        the
        outcome of this uncertainty. It is management’s plan to raise additional funds
        to share in the exploration of leases individually as well as with WIN Energy,
        and then to begin extracting gas and oil to sell and generate the necessary
        funds to continue operations.
  ***Page
            - 33***
  **TURNER
        VALLEY OIL & GAS CORPORATION**
 (a
        Development Stage Company)
 Notes
        to
        the Financial Statements
 December
        31, 2004 and 2003
 
 NOTE
        3 -
        OIL & GAS PROPERTIES
 
 Strachen
        Property
 
 On
        August
        20, 2003, the Company entered into a purchase agreement to acquire 1% interest
        in a producing gas well, located at 22-38-9W5 Red Deer, Alberta, Canada.
        During
        the end of 2003, the Company’s senior management set out a rework program for
        this well. The rework program called for an acid wash and acid stimulation
        of
        the producing formation. The Company agreed to participate in the program
        which
        increased their interest to 6.67%. The program was completed on October 15,
        2003
        and extraction continued in 2004. As of December 31, 2003, $300,672 of costs
        have been capitalized under “Properties not subject to amortization”. The
        Strachen Property has proved gas reserves of 3.68 MMCF.
 
 During
        2004, two of the Companies properties were deemed to be impaired and the
        Company
        abandoned these properties and wrote off $71,072 of capitalized costs. The
        Strachen Property began to be extracted and was therefore moved to Properties
        being amortized with a capitalized cost of $48,942. Accumulated amortization
        at
        December 31, 2004 is $10,767. The remaining properties recorded at $192,700
        was
        sold for common stock in Win Energy, see Note 5.
 
 
 NOTE
        4
        -  STOCK
        TRANSACTIONS
 
 During
        2004, the Company issued 5,000,000 shares pursuant to an S-8 Registration
        Statement. These shares were issued for services totaling $680,650.
 
 During
        2004, the Company issued 975,000 shares pursuant to a Private Placement and
        received a subscription for the amount of $48,750. The proceeds were received
        subsequent to December 31, 2004.
 
 On
        January 5, 2003, the Company issued 15,000,000 pre-split shares of common
        stock
        for services rendered on behalf of the Company totaling $298,500, and in
        satisfaction of accounts payable totaling $1,500.
 
 On
        July
        1, 2003, the Company enacted a 10 for 1 reverse split of its common stock.
        Stock
        has been retroactively restated to reflect this split.
 
 During
        July 2003, the Company issued 39,729,200 post-split shares of common stock
        for
        settlement of $196,146 of accounts payable and services valued at
        $679,792.
 
 In
        August
        2003, the Company issued 9,487,504 post-split shares of common stock in
        settlement of $28,971 of accounts payable and services valued at
        $113,360.
 
 On
        October 21, 2003, the Company issued 2,000,000 post-split shares of common
        stock
        for services rendered on behalf of the Company totaling $100,000.
 
 On
        November 21, 2003, the Company issued 650,000 post-split shares of common
        stock
        valued at $32,500 for professional services rendered in behalf of the
        Company.
 
 During
        2003, the Company issued a total of 3,628,570 post-split shares of common
        stock
        for cash at a total value of $365,000.
  ***Page
            - 34***
  **TURNER
        VALLEY OIL & GAS CORPORATION**
 (a
        Development Stage Company)
 Notes
        to
        the Financial Statements
 December
        31, 2004 and 2003
 
 NOTE
        4
        -  STOCK
        TRANSACTIONS (Continued)
 
 In
        April
        2002, the Company purposed a 2 for 1 forward split of its outstanding common
        stock. In October of 2002, the Company enacted a 25 for 1 reverse split of
        its
        common stock. During the year, 80,000 shares of common stock were issued
        to
        reduce a payable by $100,000. In October 2002, 21,901,500 shares of common
        stock
        were issued for services rendered totaling $1,095,075.
 
 NOTE
        5 -
        INVESTMENTS AND SALE OF OILS & GAS PROPERTIES
 
 On
        May
        25, 2004, the Company entered into an Asset Purchase Agreement with Win Energy
        Corporation (“WIN”), wherein T.V. Oil & Gas Canada, Ltd. sold all its
        interests held in the other ten sections of the Strachan Property, the Karr
        Property, the Turner Valley Project and the Triangle Lands. In return for
        this
        conveyance the Company received 1,300,303 shares of common stock in
        WIN.
 
 WIN
        Energy is a closely held private company and therefore has no listing stock
        price or published market value, therefore, the Company valued its investment
        in
        WIN at the carrying cost of the oil and gas properties conveyed of $192,700.
        Subsequent to this transaction the Company sold 75,000 shares with a basis
        of
        $11,115 ($.1482 per share) and realized proceeds of $56,706 thus crating
        a gain
        of $45,591.
 
 WIN
        Energy Corporation ("Win"), formed in 2004, is a Calgary based private
        corporation. The company is actively engaged in the exploration, development
        and
        production of petroleum, natural gas and natural gas liquids. Win's core
        area is
        in the triangle zone ("Triangle Zone"), which is located along the eastern
        edge
        of the Foothills Belt in southern Alberta, extending from Turner Valley,
        25
        miles southwest of Calgary, to Pincher Creek, near the Alberta-Montana
        border.
 
 NOTE
        6 -
        OTHER COMPREHENSIVE INCOME
 
 The
        Company reports other comprehensive income in accordance with Statement of
        Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (“SFAS
        No. 130"). SFAS No. 130 establishes standards for reporting in the financial
        statements all changes in equity during a period, except those resulting
        from
        investments by and distributions to owners. The cumulative effect of foreign
        currency translation adjustments to a cash account held by the Company in
        Canadian dollars, which is included in other comprehensive income in the
        stockholders’ equity section, consisted of the following:
 
 December
                  31,2004
              
              
              2003Balance, beginning of year
              
              $
              (1,718)
              
              $
              -Effect of currency exchange rate
                changes
              
              
              (2,367)
              
              
              (1,718)Balance, end of year
              
              $
              (4,085)
              
              $
              (1,718)
  
 NOTE
        7 -
        RELATED PARTY TRANSACTION
 
 The
        transaction with Win Energy as described in Note 5 was a related party
        transaction due to the fact that the Company’s President Christopher Paton-Gay
        is also the Chairman of Win Energy.
 
 
  ***Page
            - 35***
  **TURNER
        VALLEY OIL & GAS CORPORATION**
 (a
        Development Stage Company)
 Notes
        to
        the Financial Statements
 December
        31, 2004 and 2003
 
 S.F.A.S.
        69 SUPPLEMENTAL DISCLOSURES
 
 
 (1)  Capitalized
        Costs Relating to Oil
        and
        Gas Producing Activities
  For
                  the Years EndedDecember
                  31,2004
              
              
              2003Proved oil and gas producing properties
                and relatedlease and well equipment
              
              $
              48,942
              
              $
              450,706Accumulated depreciation and
                depletion
              
              
              (10,767)
              
              
              -Net Capitalized Costs
              
              $
              38,175
              
              $
              450,706
 
 (2)  Costs
        Incurred in Oil and Gas Property Acquisition,
        Exploration, and Development Activities
  For
                  the Years EndedDecember
                  31,2004
              
              
              2003Acquisition of PropertiesProved
              
              $
              -
              
              $
              -Unproved
              
              
              -
              
              
              -Exploration Costs
              
              
              -
              
              
              -Development Costs
              
              
              48,942
              
              
              300,672
  The
        Company does not have any investments accounted for by the equity
        method.
 
 (3)  Results
        of Operations for Producing
        Activities
  For
                  the Years EndedDecember
                  31,2004
              
              
              2003Sales
              
              $
              8,421
              
              $
              -Production costs
              
              
              (9,350)
              
              
              -Depreciation
                and depletion
              
              
              (10,767)
              
              
              -Results of operations for producing
                activities(excluding
                corporate overhead and interest costs)
              
              $
              (11,696)
              
              $
              -
 ***Page
            - 36***
   **TURNER
        VALLEY OIL & GAS CORPORATION**
 (a
        Development Stage Company)
 Notes
        to
        the Financial Statements
 December
        31, 2004 and 2003
 
 S.F.A.S.
        69 SUPPLEMENTAL DISCLOSURES (Continued)
 
 (4)Reserve
        Quantity Information


Oil
              GasBBL
              MMCFProved developed and undeveloped
                reserves:Balance,
                  December 31, 2003
              -
              4.67Change
                  in estimates
              -
              -Production
              -
              .99Balance,
                December 31, 2004
              -
              3.68Proved developed reserves:
              Oil
              GasBBL
              MMCFBeginning of the year ended December
                31, 2004
              -
              4.68End of the year ended December 31,
                2004
              -
              3.68
 
 
 The
        Company has reserve studies and estimates prepared on the properties acquired
        and developed. The difficulties and uncertainties involved in estimating
        proved
        oil and gas reserves makes comparisons between companies difficult. Estimation
        of reserve quantities is subject to wide fluctuations because it is dependent
        on
        judgmental interpretation of geological and geophysical data.
 
 
 ***Page
            - 37***