**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, 2005
 
 **Turner
        Valley Oil & Gas, Inc.**
 
 
 91-1980526
 (Jurisdiction
        of Incorporation) (I.R.S.
        Employer Identification No.)
  
 NEW
        ADDRESS
 604-700
        West Pender, Vancouver B.C., Canada     V6C
        1G8
 (Address
        of principal executive offices)      (Zip
        Code)
 
 
 Registrant's
        telephone number, including area code:  (604)
        602-1650
 
 
 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.)
 
 As
        of 12/31/05, the
        number of shares of common stock outstanding was 53,385,,970 .
 
 As
        of 12/31/05, the
        number of shares held by non-affiliates was approximately 49,980,179 shares,
        with a market value of $2,998,811 based on
        low bid of $0.06
 
 
 
 Exhibit
        Index is found on page 16
 
   
 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 2004-2005
 
 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
        13. Attachments, Financial Statements, Exhibits, and Reports
        on Form 8-K
 (b)
        Exhibits
 (c)
        Form
        8-K Reports
 
 
  ***Page
            - 1***
   
 **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.
 
 
 
 **PART
        I**
 
 
 
 **ITEM****1****.
        Description of Business.**
 
 **(** **a** **)
        Form and Year of Organization.** Our
        Corporation, is described in our previous annual and quarterly reports. During
        2005 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.
 
 $
                  Value
              SharesForm
                  10K 12/31/04
              
              48,535,9705/10/05:
                  Registered Services,
                @$0.20,
                  to officers, directors, and professional services
              570,000
              2,850,00010/24/05:
                  Registered Services @$0.13 to officers, directors, and professional
                  services
              260,000
              2,000,000Corrected/Adjusted
                  Total
              
              53,385,970
  
 **(** **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 2005. 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.
 
 
 **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. Please
        see
        Management Discussion, Item 6.
 
 ***Page
            - 2***
 
 
 **ITEM****2****.
        Description of Property.**
 
 We
                  have a new headquarters office as listed above. Please see Management
                  Discussion, Item 6.
 
 
 
 **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
            - 3***
  
 **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
              22,427,4601st
                  2005
              0.38
              0.21
              59,337,3002nd
                  2005
              0.29
              0.12
              15,100,1403rd
                  2005
              0.19
              0.12
              11,437,0604th
                  2005
              0.14
              0.06
              10,552,140
  
 Source:
        Yahoo Finance
 
 
 **(** **b** **)
        Holders.** There
        are
        approximately 200 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 2004-2005.** On July
        15, 2004, we issued new 4,603,570 investment shares, pursuant to section
        4(2),
        for cash to investors who had previously subscribed and paid for their shares.
        The basis for reliance on section4(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.
        We made no issuances of unregistered common stock in 2005.
 
 ***Page
            - 4***
 
 **ITEM****6****.
        Management's Discussion and Analysis or Plan of
        Operation.**
  **(** **a** **)
        Plan of Operation** **.** We
        have
        changed our 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. To reflect this change, we changed our name to *Turner
        Valley Oil & Gas* Corporation, and incorporated a wholly owned Canadian subsidiary named T.V
        Oil
& Gas Canada Limited. This Company is a Federal Canadian Registered Company
        and complies with all applicable laws within Canada.
 
 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 therby generate
        the
        necessary funds to continue operations.
  (Note
        3-Development Stage Company). We are a development stage company as defined
        in
        Financial Accounting Standards Board Statement 7. We are concentrating con
        raising capital and developing our business operations.
  **(** **b** **)
        Discussion and Analysis of Financial Condition and Results of Operations.** During
        the year ended December 31, 2005, we had royalty revenues of $1,640 from
        our
        working interest in the Strachan property. The decrease in royalties was
        caused
        by repairs and maintenance that stopped production; however, we expect
        production to resume in 2006. We added working interests in oil and gas
        producing properties during 2005, as described following. All our properties
        are
        geographically and physically independent of one another. They are all located
        in the Western Canada Geologic Basin centered in Alberta, Canada.
 
 **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
        Strachan Prospect is located 80 miles NW of Calgary, Alberta. 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
        2.66 MMCF/Day, representing a 40% increase over initial production rates.
 
 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***
 
 On
        September 23, 2005, we (through our wholly-owned Canadian subsidiary) entered
        a
        farmout agreement with Odin Capital, Inc. of Calgary, Alberta. The terms
        of the
        agreement are as follows:
 
 In
        exchange for our paying 3.00% of all costs associated with drilling, testing
        and
        completing the test well (expected drilling cost: approximately $ Canadian
        6.3
        million to the 100% interest) on the property that is referred to as the
        Leduc
        Formation test well, we will have earned:
 
 1.
                  In the spacing unit for the Earning Well, a 1.500% interest in
                  the
                  petroleum and natural gas below the base of the Mannville excluding
                  natural gas in the Leduc formation, and a 3.00% interest in the
                  natural
                  gas in the Leduc formation before payout subject to payment of
                  an
                  Overriding Royalty which is convertible upon payout at the Royalty
                  Owners
                  option to 50% of our interest.
 
 2.
                  A 1.200% interest in the rights below the base of the Shunda formation
                  in
                  Section 10, Township 38, Range
                  9W5M.
 
 3.
                  A 0.966% omterest in the rights below the base of the Shauda formation
                  in
                  sections 15 and 16, Township 38, Range 9W5M, down to the base of
                  the
                  deepest formation penetrated.
 
 The
        total
        costs are anticipated to be approximately $190,483.00 for our interest, under
        the terms of the agreement.
 
 General
        and Administrative costs for the year now ended decreased by 10% to $699,980,
        when compared to $746,824, for the previous year. The improvement was due
        to an
        overall reduction in expenditures.
 
 The
        Net
        Loss for the year just ended was $(472,917) as compared to a Net Loss of
        $(784,001) for the previous year, ended 2004. The reduction in loss for the
        year
        was caused by the partial sale of our holding in WIN Energy, which resulted
        in
        other income of $237,825. This was a related transaction, in that we are
        a
        substantial shareholder of WIN. Pleas see our previous reporting for disclosure
        about WIN.
 
 **(** **1** **)** ***Liquidity*** **.** Our net
        working capital for the year ended December 31, 2005 increased to $51,778,
        compared to a deficiency of $(15,712) for the year ended December 31, 2004.
        The
        increase in working capital was caused by the proceeds of the sale in partial
        sale of our investment in WIN.
 
 To
        date
        we have not invested in derivative securities or any other financial instruments
        which involve a high level of complexity or risk. We expect that in the future,
        an excess cash will continue to be invested in credit quality, interest 
bearing securities.
 
 We
        believe cas from operating activities, and our existing cash sources 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.
 
 ***Page
            - 6***
 
 **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.
 
 There
        are
        no legal or practical restriction on the ability to transfer funds between
        parent and subsidiary companies. There are no known trends or uncertainties,
        excepting those disclosed herein, which will have a material impact on
        revenues.
 
 
 
 **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, 2002 be included and filed with the
        Securities and Exchange Commission.
 
 **Audited
        Financial Statements** for the
        years ended December 31, 2005, 2004, 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
            - 7***
   
 **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.
  ***Page
            - 8***
  
 **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
              2005
              0
              0
              0
              84,500
              0
              0
              02004
              
              0
              0
              277,000
              0
              0
              02003
              12,500
              0
              0
              20,0000
              0
              0
              0Donald
                  Jackson Wells,
                Director
              2005
              0
              0
              0
              9,750
              0
              0
              02004
              0
              0
              0
              25,000
              0
              0
              02003
              0
              0
              0
              5,000
              0
              0
              0Joseph
                  A. Kane
                Director
              2005
              0
              0
              0
              9,750
              0
              0
              02004
              0
              0
              0
              25,000
              0
              0
              02003
              0
              0
              0
              5,000
              0
              0
              0
   ***Page
            - 9***
  
 
 **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
              3,404,191
              6.38Donald
                  Jackson Wells
                3131
                  S.W. Freeway #46
                Houston
                  TX 77098Director
              800
              0.00Joseph
                  Kane
                3131
                  S.W. Freeway #46
                Houston
                  TX 77098/Director
              800
              0.00All
                  Officers and Directors as a Group
              3,405,791
              6.38Total
                  Issued and Outstanding
              53,385,970
              100.00All
                  Affiliates
              (3,405,791)
              (6.38)Indicated
                  Total Non-Affiliate Ownership
              49,980,179
              93.62
  **(** **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.
 
 
 **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 a date within 90 days of the filing date of 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-14(c) and 15d-14(c)) 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 wee 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.**
 
 (31) Certification
        pursuant to 18 USC Section 302 .
 
 (32) Certification
        pursuant to 18 USC Section 1350 .
 
 (AC-99.1) Audit
        Committee Report
 
 (AFK-05) Audited
        Financial Statements for the
        years ended December 31, 2005, 2004 and from Inception.
 
 **(** **b** **)
        Exhibits.** 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.** We
        filed
        an 8k during the period of 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:
        March 31, 2006
 /s/Christopher
                  Paton-GayChristopher
                  Paton-Gay
                president/director/Sole
                  Officer
   ***Page
            - 10***
   
 
 **Exhibit
        31**
 
 **Section
        302 Certification**
 
 
 
  ***Page
            - 11***
   **CERTIFICATIONS
        PURSUANT TO SECTION 302**
 I,Christorpher
                  Paton-Gay,
                  certify that:




1.
        I have
        reviewed this annual report on Form 10-KSB of Turner Valley, Oil and 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, 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 presented in this report;
   4.
        The
        small business issuer’s other certifying 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)) and internal control over financial
        reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 report is being prepared;
   (b)
        Designed such internal control over financial reporting, or caused 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 board of directors (or persons performing the equivalent
        functions):
   (a)
        All
        significant deficiencies and material weaknesses in the design or operation
        of
        internal control 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:
          March 31, 2006
 /s/Christopher
                    Paton-GayChristopher
                    Paton-Gay
                  president/director/Sole
                    Officer
      ***Page
            - 12***
   
 
 **Exhibit
        32**
 
 **CERITIFICATION
        PURSUANT TO 18 USC SECTION 1350**
 
 
 
  ***Page
            - 13***
  **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,
        2005 as filed with the Securities and Exchange Commission (the "Report"),
        I, Christorpher
        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:
          March 31, 2006
 /s/Christopher
                    Paton-GayChristopher
                    Paton-Gay
                  president/director/Sole
                    Officer
  ***Page
            - 14***
   
 **Attachment
        AC-99.1**
 
 **Audit
        Committe Report**
 
 
  ***Page
            - 15***
   ***Turner
        Valley Oil & Gas, Inc.***
 3131
        Southwest Freeway #36,
 Houston
        TX, 77098
 Form
        Type: 10-KSB
  AUDIT
        COMMITTEE REPORT
 
 The
        Audit
        Committee of Turner Valley Oil & Gas, Inc.  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, 2005, filed
        with
        the Securities and Exchange Commission.
 
 Dated:
          March 31, 2006
 /s/Christopher
                    Paton-GayChristopher
                    Paton-Gay
                  president/director/Sole
                    Officer
  ***Page
            - 16***
   
  
 
 **Attachment
        AFK-04**
 
 **Audited
        Financial Statements**
 **of**
 **Turner
        Valley Oil & Gas, Inc.**
 
 **for
        the years ended**
 **December
        31, 2005, 2004**
 **and
        from inception**








***Page
          - 17***











**TURNER
      VALLEY OIL & GAS CORPORATION**


**(A
      Development Stage Company)**





**CONSOLIDATED
      FINANCIAL STATEMENTS**





**December
      31, 2005 and 2004**











***Page
          - 18***














**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
          - 19***

















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, 2005 and 2004
      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, 2005. 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 PCAOB (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 is not required to have, nor were we engaged
      to perform, an audit of its internal control over financial reporting. Our
      audit
      included consideration of internal control over financial reporting as a basis
      for designing audit procedures that are appropriate in the circumstances, but
      not for the purpose of expressing an opinion on the effectiveness of the
      Company’s internal control over financial reporting. Accordingly, we express no
      such opinion. An audit 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, 2005 and 2004 and the consolidated
      results of their operations and their cash flows for the periods ended December
      31, 2005 and from inception on April 21, 1999 through December 31, 2005, 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.










Chisholm,
      Bierwolf & Nilson, LLC


Bountiful,
      Utah


March
      28,
      2006








***Page
          - 20***




**TURNER
                  VALLEY OIL & GAS, INC.**Consolidated
                  Balance
                  Sheets
  ASSETSDecember
                  31,
              
              
              December
                  31,2005
              
              
              2004CURRENT
                  ASSETSCash
              
              $
              78,848
              
              $
              22,191Accounts
                  receivable
              
              
              2,546
              
              
              4,809Total
                  Current Assets
              
              
              81,394
              
              
              27,000OIL
                  AND GAS PROPERTIES USINGFULL
                  COST ACCOUNTINGProperties
                  subject to amortization
              
              
              212,996
              
              
              48,942Accumulated
                  amortization
              
              
              (10,767
              )
              
              (10,767
              )Net
                  Oil and Gas Properties
              
              
              202,229
              
              
              38,175OTHER
                  ASSETSInvestments
              
              
              155,651
              
              
              181,585Total
                  Other Assets
              
              
              155,651
              
              
              181,585TOTAL
                  ASSETS
              
              $
              439,274
              
              $
              246,760LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              5,958
              
              $
              19,053Notes
                  payable, related party
              
              
              23,658
              
              
              23,659Total
                  Current Liabilities
              
              
              29,616
              
              
              42,712Total
                  Liabilities
              
              
              29,616
              
              
              42,712STOCKHOLDERS'
                  EQUITYCommon
                  stock, 100,000,000 shares authorized of $0.001par
                  value, 53,385,984 and 48,535,984 shares issuedand
                  outstanding, respectively
              
              
              53,387
              
              
              48,536Capital
                  in excess of par value
              
              
              4,185,323
              
              
              3,559,673Subscription
                  receivable
              
              
              -
              
              
              (48,750
              )Accumulated
                  other comprehensive income
              
              
              (4,810
              )
              
              (4,085
              )Deficit
                  accumulated during the development stage
              
              
              (3,824,242
              )
              
              (3,351,326
              )Total
                  Stockholders' Equity
              
              
              409,658
              
              
              204,048TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              439,274
              
              $
              246,760








***Page
          - 21***




**TURNER
                  VALLEY OIL & GAS, INC.**Consolidated
                  Statements of
                  Operations
  FromInception
                  onFor
                  the
              
              
              April
                  21, 1999Twelve
                  Months Ended
              
              
              ThroughDecember
                  31,
              
              
              December
                  31,2005
              
              
              2004
              
              
              2005REVENUERoyalties
                  received
              
              $
              1,640
              
              $
              8,421
              
              $
              11,061Total
                  Revenue
              
              
              1,640
              
              
              8,421
              
              
              11,061EXPENSESCost
                  of production
              
              
              42,403
              
              
              9,350
              
              
              50,614Depletion
              
              
              -
              
              
              10,767
              
              
              20,767General
                  and administrative
              
              
              669,980
              
              
              746,824
              
              
              4,054,795Total
                  Expenses
              
              
              712,383
              
              
              766,941
              
              
              4,126,176NET
                  OPERATING LOSS
              
              
              (710,743
              )
              
              (758,520
              )
              
              (4,115,115
              )OTHER
                  INCOME (EXPENSE)Other
                  income
              
              
              237,825
              
              
              
              
              
              243,043Abandonment
                  of oil and gas property
              
              
              -
              
              
              (25,481
              )
              
              (71,072
              )Interest
                  expense
              
              
              -
              
              
              -
              
              
              (3,668
              )Total
                  Other Income (Expense)
              
              
              237,825
              
              
              (25,481
              )
              
              168,303NET
                  PROFIT/(LOSS)
              
              $
              (472,917
              )
              $
              (784,001
              )
              $
              (3,946,812
              )BASIC
                  LOSS PER COMMON SHARE
              
              $
              (0.01
              )
              $
              (0.02
              )WEIGHTED
                  AVERAGE NUMBER OFCOMMON
                  SHARES OUTSTANDING
              
              
              50,743,518
              
              
              44,823,103COMPREHENSIVE
                  INCOME (LOSS)NET
                  LOSS
              
              $
              (472,917
              )
              $
              (784,001
              )
              $
              (3,946,812
              )OTHER
                  COMPREHENSIVE INCOME (LOSS)Foreign
                  Currency Translation
              
              
              (725
              )
              
              (2,367
              )
              
              (3,561
              )COMPREHENSIVE
                  INCOME (LOSS)
              
              $
              (473,642
              )
              $
              (786,368
              )
              $
              (3,950,373
              )








***Page
          - 22***




**Turner
                  Valley Oil & Gas Corporation****Statement
                  of Stockholders'
                  Equity****December
                  31, 2005**
  Additional
              
              
              Comprehensive
              
              
              Retained
              
              
              SubscriptionShares
              
              
              Amount
              
              
              Paid-in-Capital
              
              
              Income
              
              
              Earnings
              
              
              ReceivableBalance
                  at inception April 21, 1999
              
              
              0
              
              
              0
              
              
              0Shares
                  issued for services during 1999
              
              
              41,080
              
              
              41
              
              
              5,094Shares
                  issued for cash during 1999
              
              
              16,000
              
              
              16
              
              
              99,984Net
                  Loss for the period endedDecember
                  31, 1999
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (96,935
              )Balance
                  at December 31, 1999
              
              
              57,080
              
              
              57
              
              
              105,078
              
              
              0
              
              
              (96,935
              )
              
              0Net
                  Loss for the period endedDecember
                  31, 2000
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (27,242
              )Balance
                  at December 31, 2000
              
              
              57,080
              
              
              57
              
              
              105,078
              
              
              0
              
              
              (124,177
              )
              
              0Net
                  Loss for the period endedDecember
                  31, 2001
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (65,380
              )Balance
                  at December 31, 2001
              
              
              57,080
              
              
              57
              
              
              105,078
              
              
              0
              
              
              (189,557
              )
              
              0Shares
                  issued for debt reduction during 2002
              
              
              8,000
              
              
              8
              
              
              99,992Shares
                  issued for services during 2002
              
              
              2,190,150
              
              
              2,190
              
              
              1,092,885Net
                  Loss for the period endedDecember
                  31, 2002
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,240,008
              )Balance
                  at December 31, 2002
              
              
              2,255,230
              
              
              2,255
              
              
              1,297,955
              
              
              0
              
              
              (1,429,565
              )
              
              0Shares
                  issued for services at $.02 per share
              
              
              1,500,000
              
              
              1,500
              
              
              298,500Rounding
                  of shares from reverse split
              
              
              2,000
              
              
              2
              
              
              (2
              )Shares
                  issued for accounts payable at $.05Per
                  share
              
              
              8,000,000
              
              
              8,000
              
              
              392,000Shares
                  issued for services at $.015 per share
              
              
              31,729,200
              
              
              31,729
              
              
              444,209Shares
                  issued for services at $.015 per share
              
              
              9,487,504
              
              
              9,488
              
              
              132,825Shares
                  issued pursuant to S-8 registrationat
                  $.05 per share
              
              
              2,000,000
              
              
              2,000
              
              
              98,000Shares
                  issued pursuant to S-8 registrationat
                  $.05 per share
              
              
              650,000
              
              
              650
              
              
              31,850Cancellation
                  of Common Stock
              
              
              (16,691,520
              )
              
              (16,692
              )
              
              (220,459
              )Shares
                  issued for cash at $.05 per share
              
              
              3,000,000
              
              
              3,000
              
              
              147,000Shares
                  issued for cash at $.30 per share
              
              
              100,000
              
              
              100
              
              
              29,900Shares
                  issued for cash at $.35 per share
              
              
              528,570
              
              
              529
              
              
              184,471Foreign
                  Currency Translation
              
              
              
              
              
              
              
              
              
              
              
              (1,718
              )Net
                  Loss for the period endedDecember
                  31, 2003
              
              
              0
              
              
              0
              
              
              0
              
              
              
              
              
              (1,137,760
              )Balance
                  at December 31, 2003
              
              
              **42,560,984**
              
              
              **42,561**
              
              
              **2,836,249**
              
              
              **(1,718**
              **)**
              
              **(2,567,325**
              **)**
              
              **0**Shares
                  issued pursuant to S-8 registration
              
              
              932,500
              
              
              933
              
              
              185,567at
                  $.20 per shareShares
                  issued pursuant to S-8 registration
              
              
              1,597,500
              
              
              1,598
              
              
              126,202at
                  $.08 per shareShares
                  issued pursuant to S-8 registration
              
              
              1,000,000
              
              
              1,000
              
              
              79,000at
                  $.08 per shareShares
                  issued pursuant to S-8 registration
              
              
              85,000
              
              
              85
              
              
              9,265at
                  $.11 per share9/30/2004Shares
                  issued pursuant to S-8 registration
              
              
              1,385,000
              
              
              1,385
              
              
              275,615at
                  $.20 per shareShares
                  issued for Cash at $.05 per share
              
              
              975,000
              
              
              975
              
              
              47,775Subscription
                  Recievable
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (48,750
              )Foreign
                  Currency Translation
              
              
              
              
              
              
              
              
              
              
              
              **(2,367**
              **)**Net
                  Loss for the period endedDecember
                  31, 2004
              
              
              **0**
              
              
              **0**
              
              
              **0**
              
              
              **0**
              
              
              **(784,001**
              **)**Balance
                  at December 31, 2004
              
              
              **48,535,984**
              
              
              **48,537**
              
              
              **3,559,673**
              
              
              **(4,085**
              **)**
              
              **(3,351,326**
              **)**
              
              **(48,750**
              **)**Shares
                  issued pursuant to S-8 registrationat
                  $.13 per share
              
              
              2,850,000
              
              
              2,850
              
              
              367,650Shares
                  issued pursuant to S-8 registrationat
                  $.13 per share
              
              
              2,000,000
              
              
              2,000
              
              
              258,000Foreign
                  Currency Translation
              
              
              
              
              
              
              
              
              
              
              
              (725
              )Subscription
                  Recievable
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              48,750Net
                  Loss for the period endedDecember
                  31, 2005
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (472,917
              )**Balance
                  at December 31, 2005**
              
              
              **53,385,984**
              
              
              **53,387**
              
              
              **4,185,323**
              
              
              **(4,810**
              **)**
              
              **(3,824,243**
              **)**
              
              **0**








***Page
          - 23***




**TURNER
                  VALLEY OIL & GAS, INC.**Consolidated
                  Statements of Cash
                  Flows
  FromInception
                  onApril
                  21, 1999For
                  the Twleve Months Ended
              
              
              ThroughDecember
                  31,
              
              
              December
                  31,2005
              
              
              2004
              
              
              2005CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (472,917
              )
              $
              (784,001
              )
              $
              (3,824,242
              )Adjustments
                  to reconcile net loss to net cashused
                  in operating activities:Depletion
              
              
              -
              
              
              10,767
              
              
              10,767Loss
                  on abandonment of property
              
              
              -
              
              
              25,481
              
              
              25,481Gain
                  on sale of Investment
              
              
              (237,825
              )
              
              
              
              
              (237,825
              )Common
                  stock issued for services rendered
              
              
              630,501
              
              
              680,649
              
              
              3,306,461Non-cash
                  Effect from Foreign Currency Transalation
              
              
              -
              
              
              (2,367
              )
              
              (4,805
              )Changes
                  in operating assets and liabilities:Increase
                  (Decrease) in accounts receivable
              
              
              2,263
              
              
              (4,809
              )
              
              (164,058
              )Increase
                  (Decrease) in accounts payable - related Party
              
              
              
              
              
              23,659
              
              
              23,659Increase
                  in accounts payable and accrued expenses
              
              
              (13,094
              )
              
              18,754
              
              
              587,158Net
                  Cash Used in Operating Activities
              
              
              (91,072
              )
              
              (31,867
              )
              
              (277,404
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Proceeds
                  from sale of investments
              
              
              263,758
              
              
              56,706
              
              
              320,464Investing
                  in new Oil & Gas working interests
              
              
              (164,054
              )
              
              
              
              
              (164,054
              )Expenditures
                  for oil and gas property development
              
              
              
              
              
              (12,042
              )
              
              (312,714
              )Net
                  Cash Used in Investing Activities
              
              
              99,704
              
              
              44,664
              
              
              (156,304
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Proceeds
                  from issuance of common stock
              
              
              -
              
              
              -
              
              
              465,000Receipt
                  of subscription receivable
              
              
              48,750
              
              
              -
              
              
              48,750#Net
                  Cash Provided by Financing Activities
              
              
              48,750
              
              
              -
              
              
              513,750EFFECT
                  OF CURRENCY EXCHANGE RATE CHANGESON
                  CASH AND CASH EQUIVALENTS
              
              
              (725
              )
              
              
              
              
              (1,194
              )NET
                  INCREASE (DECREASE) IN CASH
              
              
              56,657
              
              
              12,797
              
              
              78,848CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              22,191
              
              
              9,394
              
              
              -CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              78,848
              
              $
              22,191
              
              $
              78,848








***Page
          - 24***




**TURNER
                  VALLEY OIL & GAS, INC.**Consolidated
                  Statements of Cash Flows
                  (Continued)
  FromInception
                  onApril
                  21, 1999For
                  the Twelve Months Ended
              
              
              ThroughDecember
                  31,
              
              
              December
                  31,2005
              
              
              2004
              
              
              2005SUPPLEMENTAL
                  CASH FLOW INFORMATIONCASH
                  PAID FOR:Interest
              
              $
              -
              
              $
              -
              
              $
              -Income
                  taxes
              
              $
              -
              
              $
              -
              
              $
              -NON-CASH
                  FINANCING ACTIVITIESCommon
                  stock issued for services rendered
              
              $
              630,501
              
              $
              680,649
              
              $
              3,306,461Common
                  stock issued for retirement of payables
              
              $
              -
              
              $
              -
              
              $
              326,599







***Page
          - 25***




**TURNER
      VALLEY OIL & GAS CORPORATION**


(a
      Development Stage Company)


Notes
      to the Financial Statements


December
      31, 2005 and 2004





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, 2005
      and
      2004 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. During the year ended December 31, 2005, the Company recorded
      depletion of $10,000 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
          - 26***


**TURNER
      VALLEY OIL & GAS CORPORATION**


(a
      Development Stage Company)


Notes
      to
      the Financial Statements


December
      31, 2005 and 2004





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)  Amount


For
      the
      year ended December 31, 2005:


Basic
      EPS


Income
      (loss) to common stockholders  $ (472,917 )   50,743,518  $ (0.01 )





For
      the
      year ended December 31, 2004:


Basic
      EPS


Income
      (loss) to common stockholders  $ (784,001)   44,823,103  $ (0.02)








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.


12
 ***Page
          - 27***


**TURNER
      VALLEY OIL & GAS CORPORATION**


(a
      Development Stage Company)


Notes
      to
      the Financial Statements


December
      31, 2005 and 2004





NOTE
                1 -
            SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES
                (Continued)





F.
      Income Taxes (continued)





December
      31,  December
      31,


2005   2004


Deferred
      tax assets:


Net
      operation loss carry-forwards  $  3,946,812 $  3,373,000


Total
      Deferred Tax Assets   1,341,787  1,147,000


Valuation
      allowance for deferred tax assets   (1,341,787)  (1,147,000)


$  -  $  -





At
      December 31, 2005, the Company has net operating losses of $3,946,812 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
          - 28***


**TURNER
      VALLEY OIL & GAS CORPORATION**


(a
      Development Stage Company)


Notes
      to
      the Financial Statements


December
      31, 2005 and 2004





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
          - 29***


**TURNER
      VALLEY OIL & GAS CORPORATION**


(a
      Development Stage Company)


Notes
      to
      the Financial Statements


December
      31, 2005 and 2004





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.





In
      May
      2005, the FASB issued SFAS No. 154, ACCOUNTING CHANGES AND ERROR CORRECTIONS.
      This Statement replaces APB No. 20, ACCOUNTING CHANGES and FASB No. 3, REPORTING
      ACCOUNTING CHANGES IN INTERIM FINANCIAL STATEMENTS, and changes the requirements
      for the accounting for and reporting of a change in accounting principle. This
      Statement applies to all voluntary changes in accounting principle. It also
      applies to changes required by an accounting pronouncement in the unusual
      instance that the pronouncement includes specific transition provisions. When
      a
      pronouncement includes specific transition provisions, those provisions should
      be followed. This Statement requires retrospective application to prior periods’
financial statements of changes in accounting principle, unless it is
      impracticable to determine either the period-specific effects or the cumulative
      effect of the change. The adoption of SFAS No. 154 did not have an impact on
      the
      Company’s consolidated financial statements.





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,
      2005 and 2004. 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, 2005 the impairment charge was $Nil, and at December
      31,
      2004 the impairment charge was $71,072.





***Page
          - 30***










**TURNER
      VALLEY OIL & GAS CORPORATION**


(a
      Development Stage Company)


Notes
      to
      the Financial Statements


December
      31, 2005 and 2004


\


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.





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, 2005 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
      2005, the Company issued 5,000,000 shares pursuant to an S-8 Registration
      Statement. These shares were issued for services totaling $540,000.





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.





***Page
          - 31***





**TURNER
      VALLEY OIL & GAS CORPORATION**


(a
      Development Stage Company)


Notes
      to
      the Financial Statements


December
      31, 2005 and 2004





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.








NOTE
      4
      -  STOCK
      TRANSACTIONS (Continued)





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.





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.





During
      the 2005, the Company sold 175,000 shares of its investment in WIN Energy,
      realizing a gain of $237,825. The sale agreement includes a half warrant to
      enable the purchaser to purchase additional WIN shares at $1.75 per share until
      March 31, 2006.





***Page
          - 32***


**TURNER
      VALLEY OIL & GAS CORPORATION**


(a
      Development Stage Company)


Notes
      to
      the Financial Statements


December
      31, 2005 and 2004





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,


2005   2004


Balance,
      beginning of year  $ (4,085)  $ (1,718)


Effect
      of
      currency exchange rate changes  524  (2,367)


Balance,
      end of year  $ (3,561)  $ (4,085)








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
          - 33***


**TURNER
      VALLEY OIL & GAS CORPORATION**


(a
      Development Stage Company)


Notes
      to
      the Financial Statements


December
      31, 2005 and 2004





S.F.A.S.
      69 SUPPLEMENTAL DISCLOSURES








(1)  Capitalized
      Costs Relating to


Oil
      and
      Gas Producing Activities




December
      31,


2005   2004


Proved
      oil and gas producing properties and related


lease
      and
      well equipment  $  48,942 $  48,942


Accumulated
      depreciation and depletion   (20,767)  (10,767)





Net
      Capitalized Costs  $  28,175 $  38,175





(2)  Costs
      Incurred in Oil and Gas Property


Acquisition,
      Exploration, and Development Activities





For
      the
      Years Ended


December 31,


2005   2004


Acquisition
      of Properties


Proved  $  -  $  -


Unproved   -   -


Exploration
      Costs   -   -


Development
      Costs   212,996  48,942





The
      Company does not have any investments accounted for by the equity
      method.





(3)  Results
      of Operations for


Producing
      Activities





For
      the
      Years Ended


December
      31,


2005   2004


Sales  $  1,640 $  8,421


Production
      costs   (2,564)  (9,350)


Depreciation
      and depletion   (10,000 )  (10,767 )





Results
      of operations for producing activities


(excluding
      corporate overhead and interest costs)  $  (10,924) $  (11,696)











***Page
          - 34***


**TURNER
      VALLEY OIL & GAS CORPORATION**


(a
      Development Stage Company)


Notes
      to
      the Financial Statements


December
      31, 2005 and 2004





S.F.A.S.
      69 SUPPLEMENTAL DISCLOSURES (Continued)








(4)
            Reserve
                Quantity Information





Oil   Gas


BBL   MMCF


Proved
      developed and undeveloped reserves:


Balance,
      December 31, 2003   -    4.67


Change
      in
      estimates   -   -  Production   -    .99


Balance,
      December 31, 2004   -    3.68





Proved
      developed reserves:   Oil   Gas


BBL   MMCF


Beginning
      of the year ended December 31, 2004   -    4.68


End
      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
          - 35***