**FORM
10-KSB**
 
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 **[X]
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)**
 **OF
THE SECURITIES EXCHANGE ACT OF 1934**
 
 Commission
File Number: 000-30891
 
 For the
Year ended December
31, 2004
 
 **Turner
Valley Oil & Gas, Inc.**
 
 
 Nevada    91-1980526
 (Jurisdiction
of Incorporation) (I.R.S.
Employer Identification No.)
 
 
 6160
Genoa Bay Road Duncan B.C. Canada V9L
5Y5
 (Address
of principal executive offices) (Zip
Code)
 
 
 Registrant's
telephone number, including area code:  (250)
745-1551
 
 
 Securities
registered pursuant to Section 12(g) of the Act: Common
Voting Equity Stock
 
 Yes [X]
No [  ] (Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.)
 
 [ 
] (Indicate by check mark whether if disclosure of delinquent filers ( ? 229.405)
is not and will not to the best of Registrant's knowledge be contained herein,
in definitive proxy or information statements incorporated herein by reference
or any amendment hereto.)
 
 Issuer's
Revenues most recent fiscal year: None
 
 As
of 12/31/04, the
number of shares of common stock outstanding was 48,535,970 .
 
 As
of 12/31/04, the
number of shares held by non-affiliates was approximately 48,199,370 shares,
with a market value of $ based on
low bid of $0.
 
 
 
 Exhibit
Index is found on page 16
  ***Page
- 1***
  
 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 2002
 
 ITEM 6.
Management's Discussion and Analysis or Plan of Operation
 (a) Plan
of Operation
 (b)
Discussion and Analysis of Financial Condition and Results of
Operations
 
 ITEM 7.
Financial Statements
 
 ITEM 8.
Changes In and Disagreements With Accountantson
Accounting and Financial Disclosure
 
 PART III
 
 ITEM 9.
Directors and Executive Officers, Promoters and Control Persons
 
 ITEM 10. Executive Compensation
 
 ITEM 11.
Security Ownership of Certain Beneficial Owners and Management
  Item 12. Controls and Procedures
 ITEM 13.
Attachments, Financial Statements, Exhibits, and Reports on Form 8-K
 (b)
Exhibits
 (c) Form
8-K Reports
 
 ***Page
- 2***
  **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 report, wherein we reported an
issued and outstanding total shares of common stock of 42,560,984. (In out
Quarterly Report of September 30, 2004, we noted the corrected total issued and
outstanding shares then issued and outstanding.) The amount which should have
been reported, and which is now corrected, as of 12/31/03 is 38,932,400 shares.
The adjustments are as follows:
 
 Form
      10K 12/31/03
    42,560,984Not
      issued
    (3,628,570)Corrected/Adjusted
      Total
    38,932,414
  During 2004 we issued share to Officers, Directors and
service providers, pursuant to registration, Sections 5/6 of the Securities Act
of 1933, with filings on Form S-8; and we also issued new investment shares
pursuant to Section 4(2) of the Act.   Carried
      from 12/31/03 as corrected
    
    38,932,414Issued
      pursuant to Registration
    5,000,000New
      Investment Shares
    4,603,570We
      issued during 2004
    
    9,603,570Total
      Issued and Outstanding 12/31/04
    
    48,535,984
 The
foregoing is illustrated more fully in the table on the following
page.
 
 
 The
Remainder of this Page is Intentionally left Blank
  ***Page
- 3***
  Current
      Year Issuances
    §5/6
    §4(2)
    SharesCarried
      from 12/31/03 as corrected
    
    
    42,560,984During
      2004, we made a Registered issuances for services (valued at $680,650, to
      Officers, Directors and others.
    5,000,000
    
    5,000,000On
      July 15, 2004, we issued new investment shares, pursuant to §4(2),
      for cash $48,750.
    
    975,000
    975,000Subtotals
      
      Total
      Issued and Outstanding 12/31/04
    5,000,000
    975,000
    48,535,984
  **(b)
Our Business.**  *Turner
Valley Oil and Gas Inc.* (“TVOG”)
is an emerging oil and gas Company. Since commencing operations as an Oil and
Gas Company, in August of 2003, TVOG has incorporated a wholly owned Canadian
subsidiary, TV Oil and Gas Canada Limited (Federal Canadian Registry). Our
subsidiary converted its working interests to shares in WIN Energy Corporation
of Calgary, Alberta and as a significant shareholder in WIN, TVOG has been
actively participating in setting the direction of WIN's extensive land
acquisitions and drilling programs. We are satisfied that our interests are
protected and that our combined development goals are being met by WIN. We have
enjoyed a significant increase in share value as a result of WIN's activities.
 
 **Risk
Tolerance**
 
 Our risk
tolerance would best be described as conservative in nature. Although we
recognize that oil and commodity pricing is reaching all time highs we
standardly apply flat pricing at a discount to market, in our risk analysis. We
will only participate in programs that are; extremely well researched, fit
within our financial capacity and have undergone stringent independent reviews.
If a problem should occur at any time in the life of the property, Management
has developed an exit strategy for each property that will allow us to cap our
potential for loss. These exit stratagems are for internal use
only.
 
 **Our
Focus for 2005: Q1 and Q2**
 
 Management
is primarily focusing on our Triangle lands in these quarters. We are taking a
very conservative view of future oil and gas commodity pricing. We believe that
this best serves our shareholders and imposes a higher than average standard as
we work through our risk assessments.

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

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

We are
taking a very conservative view of future oil and gas commodity pricing. We
believe that this best serves our shareholders and imposes a higher than average
standard as we work through our risk assessments. As a complement to this
primary focus, we and our Partners at Win Energy are also reviewing the
construction of a gas plant and pipeline matrix to serve the major Oil and Gas
Companies that are active in the area. This proposed processing plant would
accommodate both our gas production and other's gas
production, on a throughput fee basis. The plant is being designed to
accommodate 10 million cubic feet of gas per day with the capability of upgrade
to 20 million cubic feet per day. In addition, a delivery pipeline providing a
tie in to a major gas line into the United States forms a significant part of
the current reviews.
 
 
 ***Page
- 4***
 
 **DESCRIPTION
OF OIL & GAS PROPERTIES**
 
 **The
Strachan Property.**
 
 On August
20, 2003, we entered into a purchase agreement to acquire 1% interest in a
producing gas well, located at 2-2-38-9W5 Red Deer, Alberta, Canada. The gas
production rate at the time of the acquisition fluctuated between 1.5 and 2
MMCF/Day (million cubic feet of gas per day). The Company's senior
management has set out a rework program for this well. The rework programcalls for
an acid wash and acid stimulation of the producing formation. The Company has
agreed to participate in the program. The program was completed on October 15,
2003 and as of October 20, 2003, the new production rates have stabilized at
approximately 2.01 MMCF/Day.

In
addition to the preceding acquisition, we entered into a purchase agreement to
acquire 0.5% interest in 10 Sections (6,400 acres) of drilling rights offsetting
Sct. 22-38-9W-5. These offsetting sections have identified seismic anomalies in
multiple cretaceous pay zones. The purchase price of the
property
was $45,114.
 
 
 **ITEM 2. Description of Property.**
 
 Describe
office and any other property, equipment, plant, by location and size, etc.
NONE
 
 
 **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
- 5***
  **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
      Spilit: Ten shares to One Share3rd
      2004
    0.18
    0.12
    4,784,5804th
      2004
    0.34
    0.12
    22,427,460
 Source:
Yahoo Finance
 
 
 **(b)
Holders.** There are
approximately 100 shareholders of the our common stock, giving effect to shares
held in brokerage accounts.
 
 **(c)
Dividends.** No
dividends have been paid by us on the Common Stock or other Stock and no such
payment is anticipated in the foreseeable future. We have not paid any cash
dividends on our Common Stock, and do not anticipate paying cash dividends on
our Common Stock in the next year. We anticipate that any income generated in
the foreseeable future will be retained for the development and expansion of our
business. Future dividend policy is subject to the discretion of the Board of
Directors and will depend upon a number of factors, including future earnings,
debt service, capital requirements, business conditions, the financial condition
of we and other factors that the Board of Directors may deem
relevant.
 
 (d) Sales
of Unregistered Common Stock 2004. On July
15, 2004, we issued new 4,603,570 investment shares, pursuant to &#-4057; 4(2), for
cash, to a handful of investors who had previously subscribed and paid for their
shares. The basis for reliance on &#-4057; 4(2) is
as follows: the placement was made privately, without any advertising or public
solicition, to persons with pre-existing relationships with management, and
persons having access to the kinds of information about our company, which
registration would have disclosed.
 
 ***Page
- 6***
 
 **ITEM 6. Management's Discussion and Analysis or Plan of
Operation.**
 
 **(a)
Plan of Operation.** The
Company continued its plan of operations to a sole focus on; exploration for,
development drilling for, and transmission facilities for the production and
sale of oil and gas. We have an incorporated, wholly owned Canadian subsidiary
named *T.V
Oil & Gas Canada Limited.* This
subsidiary company is a Federal Canadian Registered Company and complies with
all applicable laws within Canada. As previously reported, the Company (through
its wholly owned subsidiary, *TV
Oil and Gas Canada Limited* holds a
substantial share position in *WIN
Energy Inc.* of
Calgary, Alberta Canada. It is the intention of TVOG (Turner Valley Oil and Gas
Inc. and its wholly owned subsidiary) to focus all of its efforts on supporting
the extensive drilling program that is currently underway in *WIN
Energy* until
such time as WIN Energy commences trading on the Toronto Stock Exchange at which
time, TVOG will move to monetize a portion of its stock holdings in WIN Energy
in order to participate in on-going drilling opportunities as they
present.
 
 Our
financial statements contain the following additional material
notes:
 
 (Note
2-Going Concern) The Company's financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has suffered
recurring operating losses and is dependent upon raising capital to continue
operations. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. It is management's plan to raise
additional funds to continue the explorations of the leases, and then to begin
producing oil and/or gas/or both to sell under contract and thereby generate the
necessary funds to continue operations.
 
 **(b)
Discussion and Analysis of Financial Condition and Results of Operations.**
 
 **(1)** ***Liquidity*** **.** Our net
working capital for the year ended December 31, 2004 was $(15,712), compared to
$9,095 for the same period last year. The decrease in working capital was caused
by a note payable to a related party of $23,659, however, this was partly offset
by a partial sale of its interest in the joint venture with *Win
Energy* raising
$56,706. To date, we have not invested in derivative securities or any other
financial instruments that involve a high level of complexity or risk. We expect
that in the future, any excess cash will continue to be invested in high credit
quality, interest-bearing securities. We believe cash from operating activities,
and our existing cash resources may not be sufficient to meet our working
capital requirements for the next 12 months. We will likely require additional
funds to support our business plan. Management intends to raise additional
working capital through debt and equity financing. There can be no assurance
that additional financing will be available on acceptable terms, if at all. If
adequate funds are not available, we may be unable to take advantage of future
opportunities, respond to competitive pressures, and may have to curtail
operations.
 
 There are
no legal or practical restrictions on the ability to transfer funds between
parent and subsidiary companies.
 
 **(2)** ***Results
of Operations*** **.** General
and administrative costs for the year ended December 31 2004 decreased by 34% to
$746,824, when compared to $1,134,466, for the same period last year. The
majority of the costs relate to services provided by legal and accounting
professionals which amounted to $680,649 in S-8 issuances. There are no known
trends or uncertainties excepting those herein disclosed, that will have a
material impact on revenues.
 
 During
the year ended December 31, 2004 the Company had royalty revenues of $8,421 from
its properties which are all located in the Western Canadian Geologic Basin
centered in Alberta, Canada.
  ***Page
- 7***
  
 **The
Strachan Property**
 
 **Strachan
2-22-38-9W5 Gas Well.** A
nitrogen/acid tugging cleanout operation was conducted on the week of November
1, 2004. The well was placed back on stream on November 6th and is responding
within a SI pressure of 8000 kPa. The full operation cost was $235,000 for 100%.
The Company’s share of the operation cost was 1%.
 
 **Strachan
1-12-38-9W5 Producing Gas Well.**  *Win
Energy Corporation* has a
12.25% working interest in this gas well. The production from the Ellerslie and
Cardium sands in this gas well is minimal. *Win
Energy* and
partners identified a potential up hole gas target in the Ostracod sands. *Win
Energy* sees
potential in this up hole Ostracod sand that is significantly greater that the
Ellerslie and Cardium sands. A program is being created to perforate and test
the Ostracod sand. Negotiations with Win’s partners in this property are
underway.
 
 **Strachan
lands.**  *Win
Energy* owns
0.85 net sections (544 acres) in sections 9, 10, 15, 16, 19, 20, 21, 22, 27, 28,
29, 30 and 33 in 22-38-9W5. *Win
Energy Corporation* has
identified two Devonian Reef targets in this township. At this time no drilling
program is established for these lands.
 
 **The
Karr Property**
 
 In
addition to the property description in the attached financial statements for
the year ended December 31, 2004, our operator of the Karr well in Northwest
Alberta at 8-24-63-3W6 advised the following;
 
 1. The
Department of license and Lease Continuation of Alberta Energy have served
notice that the Petroleum and Natural Gas Lease containing the Karr well has
been officially validated.
 
 2. Based
on the recent test results carried out by the operator, the government agency
has classified 8-24-63-3W6 as an oil well.
 
 3. It is
a new pool discovery, which is eligible for a Crown royalty
holiday.
 
 4. An
application is being prepared to the EUB (Energy Utilities Board) license to
place the well into production.
 
 5. It is
anticipated that first production will begin during May 2004 depending on road
accessibility.
 
 We are
currently engaged in an internal review of our ongoing commitment to this
project. Our review will center around the economic recovery of the ongoing
costs and potential for profit, together with the costs already paid on this
project. Upon the Company’s review, this project was abandoned due to the
uneconomic recovery of ongoing costs and lack of potential profit.
 
 **The
Turner Valley Project**
 
 In
addition to the property description in the attached financial statements for
the year ended December 31, 2004, we are reviewing ours ongoing commitment to
this project. The review currently underway, will include the ongoing costs of
participation and the economic recovery of those costs in the short term.
Following the review, the Company abandoned this project due to the uneconomic
recovery of potential ongoing costs and the lack of potential profit. Through
the Company’s joint venture partner *Win
Energy* , the
following cased gas well exists;
 
 **Turner
Valley 6-31-20-3W5 cased well.**  *Win
Energy* has 61%
working interest in the lands and well in section 31. Win has farmed out the
majority of this interest to earn 35.5%. The well located in 6-31 has
successfully penetrated the Cadomin formation Production testing is currently
underway on a confidential basis. The company has options to drill step-out
wells to the Win discovery well.
 
 ***Page
- 8***
 ****
 **Triangle
Lands**
 
 In
addition to the property description in the attached financial statements for
the year ended December 31, 2003, during the year the highlights of this
property were;
 
 **North
Cowley Prospect** . On
August 17 th , 2004 *Win
Energy Corporation* signed
an agreement with PetroCanada and Husky Oil Operations Limited. This Agreement
grants *Win
Energy Corporation* and *PetroCanada* a
Farm-In on 5.5 sections of Husky land and an option on 7.5 sections of Husky
land. Husky the Farmor will receive a 12.5% Overriding Royalty on Petroleum
Substances. This Agreement is shared 50% *Win
Energy Corporation* 50% *PetroCanada* .
 
 Since
June 2004 *Win
Energy* has
purchased 1 Seismic Line over North Cowley.
 
 *PetroCanada* and *Win
Energy* have
identified on Seismic the initial North Cowley drill location in 8-29-8-1W5. *Win
Energy Corporation* has
identified a second drill location at 10-30-8-2W5. Currently *Win
Energy Corporation* has
received a drilling license from the EUB (Energy Utilities Board) for the
10-30-8-2W5. Win has agreed to wait on drilling the 10-30 location until
PetroCanada has drilled the first joint well at 8-29. *PetroCanada* is
currently applying for a drilling license at 8-29-8-2W5. PetroCanada has
recently received a drilling license for the 8-29 well and it is anticipated
that this well will spud (the time the drill bit hits the ground for the first
time) by mid April, 2005. Surface location has been built and we are awaiting
the drilling rig arrival.
 
 **South
Cowley** . On the
South Cowley Prospect *Win
Energy Corporation* purchased 1 new seismic line. Recently the logs and drilling report for *PetroCanada’* s
discovery well 6-20-7-1W5 became public information. Win Energy recently drilled
and cased a well at 14-8-8-1W5, 4 miles north of the *PetroCanada’* s
discovery well 6-20-7-1W5. Based on seismic re-interpretations, this borehole
missed penetrating the same gas pay zones as the PetroCanada’s discovery well
6-20-7-1W5. As a consequence, a whip stock drilling program is planned to drill
these target horizons. Win controls all four surrounding sections.
 
 **Todd
Creek.** At Todd
Creek, *Win
Energy* controls
14,560 gross acres (70.0% to 82.5%) within 22.75 sections. This land spread
represents effective control within the interpreted limits of this new gas pool.
Based on independent appraisals of recent flow tests, the discovery well drilled
at 6-33-9-2W5 has been completed for production.
 
 *Win
Energy* drilled
a second well 7-16-9-2W5 located 3 miles south of the 6-33-9-2W5 discovery well.
Production testing is being conducted on a confidential basis.
 
 **Hillsprings/Pincher
Creek.** At
Pincher Creek and Hillspring *Win
Energy* has
acquired interests in 5,329 gross acres in 8.3 sections located on two separate
Triangle structures. In 2003 and 2004 Talisman drilled and cased three potential
gas wells on the eastern structure. Win has a 35% pooled interest with Talisman
in one key section offsetting these key wells. Plans are underway to drill a
joint well on this lease with Talisman as operator.
 
 On
November 4 th , 2004, *Win
Energy* acquired
section 26-5-29W4 for $64,000. This section is due south of Talisman’s 6-35
location and S.E. of Win/TLM’s 10-34-5-29W4 location.
 
 Furthermore
the company has acreage representation on another untested Triangle structure
near the town of Pincher Creek with the same potential as Cowley.
 
 **Exxon-Mobil
Corporation (EMC).**  *Win
Energy* has
finalized a Farm-Out Agreement with Exxon-Mobil Coropration. The Farm-Out
commits Win Energy to drill 5 test wells in 2005 with an option to drill 5 test
wells in each of 2006 and 2007. EMC’s lands make up approximately 53 sections of
land on the Cowley prospect. These leases occur with in the boundaries that Win
Energy has mapped for the Cowley structure and in between all the key leases
mentioned in the N. Cowley and S. Cowley description. EMC will receive an Over
Riding Overriding Royalty with an opportunity to back in for a working interest.
 
 ***Page
- 9***
 ****
 **Cautionary
Statements**
 
 There can
be no assurance that we will be successful in raising capital through private
placements or otherwise. Even if we are successful in raising capital through
the sources specified, there can be no assurances that any such financing would
be available in a timely manner or on terms acceptable to us and our current
shareholders. Additional equity financing could be dilutive to our then existing
shareholders, and any debt financing could involve restrictive covenants with
respect to future capital raising activities and other financial and operational
matters. While Management has expressed confidence in the attainment of
profitability sooner, rather than later, projects and even reasonable
expectations are not outcomes yet. There is no absolute assurance that even our
best laid plans and most diligent operations will succeed.
 
 
 **ITEM 7. Financial Statements.**
 
 The Audit
Committee of this Corporation for this fiscal year consists of our Board of
Directors. Management is responsible for our internal controls and the financial
reporting process. Our independent auditors are responsible for performing an
independent audit of our financial statements in accordance with generally
accepted accounting standards and to issue a report thereon. It is the
responsibility of our Board of Directors to monitor and oversee these processes.
In this context the Committee has met and held discussions with management and
the independent accountants. Management recommended to the Committee that our
financial statements were prepared in accordance with generally accepted
accounting principles, and the Committee has reviewed and discussed the
financial statements with Management and such independent accountants, matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees). Our independent accountants also provided
to the Committee the written disclosures required by Independence Board Standard
No. 1 (Independence Discussions with Audit Committees), and the Committee
discussed with the independent accountants that firm's
independence.
 
 Based
upon the Committee's discussions, and review, of the foregoing, the Committee
recommended that our audited financial statements in our Annual Report on Form
10-KSB for the year ended December 31, 2004 be included and filed with the
Securities and Exchange Commission.
 
 **Audited
Financial Statements** for the
years ended December 31, 2004, 2003, and from inception, April 14, 1999, are
included and provided as Attachment AFK-04. These financial statements attached
hereto and filed herewith are incorporated herein by this reference as though
fully set forth herein.
 
 
 **ITEM 8. Changes In and Disagreements With Accountants**
 **on
Accounting and Financial Disclosure.**
 
 None.
 
   ***Page
- 10***
   
 **PART III**
 
 
 **ITEM 9. Directors and Executive Officers, Promoters and Control
Persons.**
 
 The
information required and appropriate for this Item is unchanged and found in our
previous annual report. Officers and Directors serve until their successors
might be elected or appointed. The time of the next meeting of shareholders has
not been determined.
 
 
 **ITEM 10. Executive Compensation.**
 
 **Summary
Compensation, Table A.** the
disclosure of Executive compensation is now provided in the tabular form
required by the Securities and Exchange Commission, pursuant to Regulation
228.402.
 
 Long
      Term CompensationAnnual
      Compensation
    Awards
    Payoutsa
      
      
      
      Name
      and
      Principal
      Position
    b
      
      
      
      
      
      Year
    c
      
      
      
      
      
      Salary
      ($)
    d
      
      
      
      
      
      Bonus
      ($)
    e
      
      
      Other
      Annual
      Compen-sation
      ($)
    f
      
      
      Restric-ted
      Stock
      Awards
      ($)
    g
      Securi-ties
      Under-
      lying
      Options
      SARs
      (#)
    h
      
      
      
      
      LTIP
      Payouts
      ($)
    i
      
      
      All
      Other
      Compen-sation
      ($)Chistoper
      Paton-Gay,
      Chairman,
      CEO
    2004
    0
    0
    0
    
    0
    0
    02003
    12,500
    0
    0
    20,0000
    0
    0
    02002
    0
    0
    0
    0
    0
    0
    0Donald
      Jackson Wells,
      Director
    2004
    0
    0
    0
    0
    0
    0
    02003
    0
    0
    0
    5,000
    0
    0
    02002
    0
    0
    0
    0
    0
    0
    0Joseph
      A. Kane
      Director
    2004
    0
    0
    0
    0
    0
    0
    02003
    0
    0
    0
    5,000
    0
    0
    02002
    0
    0
    0
    0
    0
    0
    0
 
  ***Page
- 11***
   
 **ITEM 11. Security Ownership of Certain Beneficial Owners and
Management.**
 
 To the
best of Registrant's knowledge and belief the following disclosure presents the
total security ownership of all persons, entities and groups, known to or
discoverable by Registrant, to be the beneficial owner or owners of more than
five percent of any voting class of Registrant's stock, along with the total
beneficial security ownership of all Directors and Nominees, naming them, and by
all Officers and Directors as a group, without naming them. Please refer to
explanatory notes if any, for clarification or additional information. The
Registrant has only one class of stock; namely Common Stock.
 
 **Common
Stock**
 Name
      and Address of Beneficial Owner
    Share
      Ownership
    %Christopher
      Paton-Gay
      6160
      Genoa Bay RoadChairman/CEO
      Duncan
      B.C. CanadaDirector
    185,000
    0.38Donald
      Jackson Wells
      3131
      S.W. Freeway #46
      Houston
      TX 77098Director
    75,800
    0.16Joseph
      Kane
      3131
      S.W. Freeway #46
      Houston
      TX 77098/Director
    75,800
    0.16All
      Officers and Directors as a Group
    336,600
    0.69Total
      Issued and Outstanding
    48,535,970
    100.00All
      Affiliates
    (336,600)
    (0.69)Indicated
      Total Non-Affiliate Ownership
    48,199,370
    99.31
 
 **(a)
Changes in Control.** There
are no arrangements known to Registrant, including any pledge by any persons, of
securities of Registrant, which may at a subsequent date result in a change of
control of our Corporation. Specifically, we are not a candidate for any direct
or reverse acquisition transactions, but are devoted to bringing our business
plan to actualization and profitability.
 
 **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.
 
 ***Page
- 12***
 ****
 **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-04) Audited
Financial Statements for the
years ended December 31, 2004, 2003 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.** None.
 
 **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
April 14, 2005
 
 
 /s/Christopher Paton-Gay
 Christopher
Paton-Gay
 president/director/Sole
Officer
 
 
   ***Page
- 13***
    
 
 **Exhibit
31**
 
 **Section
302 Certification**
 
 
 
 
   ***Page
- 14***
   **CERTIFICATIONS
PURSUANT TO SECTION 302**
 
 I, Christopher
Paton-Gay , certify
that:
 
 1. I have
reviewed this Annual report on Form 10-KSB of *Turner
Valley Oil & Gas, Inc.* ;
 
 2. Based
on my knowledge, this Annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this Annual report;
 
 3. Based
on my knowledge, the financial statements, and other financial information
included in this Annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this Annual report;
 
 4. The
registrant's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
 
 a)
    designed
      such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this Annual report is being
      prepared;
 
 b)
evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this Annual
report (the "Evaluation Date"); and
 
 c)
    presented
      in this Annual report our conclusions about the effectiveness of the
      disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;
 
 5. The
registrant's other certifying officers and I have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
 
 a) all
significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant's ability to record, process, summarize
and report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and
 
 b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and
 
 6. The
registrant's other certifying officers and I have indicated in this Annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
 
 
 Dated
April 14, 2005
 
 
 /s/Christopher Paton-Gay
 Christopher
Paton-Gay
 president/director/Sole
Officer
 
   ***Page
- 15***
    
 
 **Exhibit
32**
 
 **CERITIFICATION
PURSUANT TO 18 USC SECTION 1350**
 
 
 
 
   ***Page
- 16***
   **CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,**
 **AS
ADOPTED PURSUANT TO SECTION 906 OF THE**
 **SARBANES-OXLEY
ACT OF 2002**
 
 
 CERTIFICATION
      OF CUSTODIAN
 
 In
      connection with the Annual Report of*Turner
      Valley Oil & Gas, Inc.*.,
      a Nevada corporation (the "Company"), on 10-KSB for the year ended
      December 31, 2004 as filed with the Securities and Exchange Commission
      (the "Report"), I,Christopher
      Paton-Gay,
      Sole Officer of the Company, certify, pursuant to 906 of the
      Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my
      knowledge:
 
 (1)
      The Report fully complies with the requirements of section 13(a) or 15(d)
      of the
      Securities Exchange Act of 1934; and
 
 
 (2)
      The information contained in the Report fairly presents, in all
      material
 respects,
      the financial condition and results of operations of the
      Company.
 
 Dated:
April 14, 2005
 
 /s/Christopher Paton-Gay
Christopher
Paton-Gay
president/director/Sole
Officer
 
 
   ***Page
- 17***
    
 
 **Attachment
AC-99.1**
 
 **Audit
Committee Report**
 
 
 
 
 
   ***Page
- 18***
   ***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. ("TVOG") is composed of the
Corporation's Board of Directors. The members of the Committee are Christopher
Paton-Gay, Donald Jackson Wells and Joseph A. Kane. The Committee recommended,
subject to stockholder ratification, the selection of the Corporation's
independent accountants.
 
 Management
is responsible for the Corporation's internal controls and the financial
reporting process. The independent accountants are responsible for performing an
independent audit of the Corporation's consolidated financial statements in
accordance with the generally accepted auditing standards and to issue a report
thereon. The Committee's responsibility is to monitor and oversee these
processes.
 
 In this
context, the Committee has met and held discussions with management and the
independent accountants. Management represented to the Committee that the
Corporation's financial statements were prepared in accordance with generally
accepted accounting principles, and the Committee has reviewed and discussed the
consolidated financial statements with management and the independent
accountants. The Committee discussed with the independent accountants matters
required to be discussed by the Statement on Auditing Standards No.
61.
 
 The
Corporation's independent accountants also provided to the Committee the written
disclosures required by Independence Standards Board Standard No. 1, and the
Committee discussed with the independent accountant that firms
independence.
 
 Based
upon Committee's discussion with management and the independent accountants and
the Committee's review of the representation of management and the report of the
independent accountants to the Committee, the Committee recommended that the
audited consolidated financial statements be included in the Corporation's
Annual Report on Form 10-KSB for the year ended December 31, 2004, filed with
the Securities and Exchange Commission.
 
 Dated
April 14, 2005
 
 /s/Christopher Paton-Gay
Christopher
Paton-Gay
president/director/Sole
Officer
 
 
   ***Page
- 19***
    
 **Attachment
AFK-04**
 
 **Audited
Financial Statements**
 **of**
 **Turner
Valley Oil & Gas, Inc.**
 
 **for
the years ended**
 **December
31, 2004, 2003**
 **and
from inception**
 
 
 ***Page
- 20***
 
 
 
 **TURNER
VALLEY OIL & GAS CORPORATION**
 **(A
Development Stage Company)**
 
 **CONSOLIDATED
FINANCIAL STATEMENTS**
 
 **December
31, 2004 and 2003**
 
 
 
  ***Page
- 21***
  
 
 
 
 **C
O N T E N T S**
 
 
 
 Independent Auditors’ Report
 
 Consolidated
Balance Sheets
 
 Consolidated
Statements of Operations
 
 Consolidated Statements of Stockholders’ Equity
 
 Consolidated
Statements of Cash Flows
 
 Notes to
the Consolidated Financial statements
  ***Page
- 22***
  
 
 
 
 
 INDEPENDENT AUDITORS’ REPORT
 
 
 To the
Stockholders and Board of Directors
 Turner
Valley Oil & Gas Corporation
 Duncan
B.C. Canada
 
 We have
audited the accompanying consolidated balance sheets of Turner Valley Oil &
Gas Corporation (a Development Stage Company) as of December 31, 2004 and 2003
and the related consolidated statements of operations, stockholders’ equity and
comprehensive income and cash flows for the periods then ended and from
inception on April 21, 1999 through December 31, 2004. These consolidated
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
 
 We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
has determined that it is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Turner Valley
Oil & Gas Corporation as of December 31, 2004 and 2003 and the consolidated
results of their operations and their cash flows for the period ended December
31, 2004 and from inception on April 21, 1999 through December 31, 2004, in
conformity with accounting principles generally accepted in the United States of
America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Companies will continue as going concerns. As discussed in Note 2 to the
consolidated financial statements, the Company has suffered recurring operating
losses, and is dependent upon financing to continue operations, which raises
substantial doubt about its ability to continue as a going concern. Management’s
plans with regard to these matters are also described in Note 2. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 
 
 Chisholm,
Bierwolf & Nilson, LLC
 Bountiful,
Utah
 March 28,
2005
 
 
   ***Page
- 23***
   **TURNER
VALLEY OIL & GAS CORPORATION**
 (a
Development Stage Company)
 Consolidated Balance Sheet
  December 31,
    December 31,2004
    
    
    2003ASSETSCURRENT ASSETSCash
    
    $
    22,191
    
    $
    9,394Accounts Receivable (Net of Allowance of $0)
    
    
    4,809
    
    
    -Total Current Assets
    
    
    27,000
    
    
    9,394OIL AND GAS PROPERTIES USINGFULL COST ACCOUNTING (Note 3)Properties Not Subject to Amortization
    
    
    -
    
    
    300,672Properties Being Amortized
    
    
    48,942
    
    
    -Accumulated Amortization
    
    
    (10,767)
    
    
    -Net Oil and Gas Properties
    
    
    38,175
    
    
    300,672OTHER ASSETSInvestments
    
    
    181,585
    
    
    -Total Other Assets
    
    
    181,585
    
    
    -TOTAL ASSETS
    
    $
    246,760
    
    $
    310,066LIABILITIES AND STOCKHOLDERS’
      EQUITYCURRENT LIABILITIESAccounts Payable
    
    $
    19,053
    
    $
    299Notes Payable - Related Party
    
    
    23,659
    
    
    -Total Current Liabilities
    
    
    42,712
    
    
    299Total Liabilities
    
    
    42,712
    
    
    299STOCKHOLDERS’ EQUITY (Note 4)Common Stock; Par Value $0.001 Per
      Share; Authorized100,000,000 Shares; 48,535,984 and
      42,560,984 SharesIssued and Outstanding, Respectively,
      Retroactively Restated
    
    
    48,536
    
    
    42,561Capital in Excess of Par
Value
    
    
    3,559,673
    
    
    2,836,249Accumulated Deficit
    
    
    (3,351,326)
    
    
    (2,567,325)Subscriptions Receivable
    
    
    (48,750)
    
    
    -Other Comprehensive Income
    
    
    (4,085)
    
    
    (1,718)Total Stockholders’ Equity
    
    
    204,048
    
    
    309,767TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
    
    $
    246,760
    
    $
    310,066
 
  The
accompanying notes are an integral part of these financial
statements.
 ***Page
- 24***
  **TURNER
VALLEY OIL & GAS CORPORATION**
 (a
Development Stage Company)
 Consolidated Statements of Operations
 
 From Inception onApril 21, 1999For the Year Ended
    
    
    throughDecember 31,
    
    
    December 31,2004
    
    
    2003
    
    
    2004ROYALTIES RECEIVED
    
    $
    8,421
    
    $
    -
    
    $
    9,421Total Revenue
    
    
    8,421
    
    
    -
    
    
    9,421EXPENSESCost of Production
    
    
    9,350
    
    
    -
    
    
    9,350Depletion
    
    
    10,767
    
    
    -
    
    
    10,767General and Administrative
    
    
    746,824
    
    
    1,134,466
    
    
    3,311,855Total Expenses
    
    
    766,941
    
    
    1,134,466
    
    
    3,331,972NET OPERATING LOSS
    
    
    (758,520)
    
    
    (1,134,466)
    
    
    (3,322,551)OTHER INCOME (EXPENSES)Interest Expense
    
    
    -
    
    
    (3,294)
    
    
    (3,294)Gain (Loss) on Sale of Investments
    
    
    (25,481)
    
    
    -
    
    
    (25,481)Total Other Income (Expenses)
    
    
    (25,481)
    
    
    (3,294)
    
    
    (28,775)NET LOSS
    
    $
    (784,001)
    
    $
    (1,137,760)
    
    $
    (3,351,326)BASIC LOSS PER COMMON SHARE
    
    $
    (0.02)
    
    $
    (0.03)WEIGHTED AVERAGE NUMBER OFSHARES OUTSTANDING
    
    
    44,823,100
    
    
    40,647,839COMPREHENSIVE INCOMENet Loss
    
    $
    (784,001)
    
    $
    (1,137,760)
    
    $
    (3,351,326)Other Comprehensive Income:Foreign Currency Translation
    
    
    (2,367)
    
    
    (1,718)
    
    
    (4,085)Comprehensive Income (Loss)
    
    $
    (786,368)
    
    $
    (1,139,478)
    
    $
    (3,355,411)
 
   The
accompanying notes are an integral part of these financial
statements.
 ***Page
- 25***
    **TURNER
VALLEY OIL & GAS CORPORATION**
 (a
Development Stage Company)
 Consolidated Statement of Stockholders’ Equity
 From
Inception on April 21, 1999 through December 31, 2004
 
 Common Stock
    
    
    Paid-In
    
    
    Comprehensive
    
    
    Subscription
    
    
    RetainedShares
    
    
    Amount
    
    
    Capital
    
    
    Income
    
    
    Receivable
    
    
    DeficitBalance at Inception onApril 21, 1999
    
    $
    41,080
    
    $
    41
    
    $
    5,094
    
    $
    -
    
    $
    -
    
    $
    -Shares Issued for Cash at$0.05 Per Share,Retroactively Restated
    
    
    16,000
    
    
    16
    
    
    99,984
    
    
    -
    
    
    -
    
    
    -Net Loss for the Year EndedDecember 31, 1999
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (96,935)Balance, December 31, 1999
    
    
    57,080
    
    
    57
    
    
    105,078
    
    
    -
    
    
    -
    
    
    (96,935)Net Loss for the Year EndedDecember 31, 2000
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (27,242)Balance, December 31, 2000
    
    
    57,080
    
    
    57
    
    
    105,078
    
    
    -
    
    
    -
    
    
    (124,177)Net loss for the Year EndedDecember 31, 2001
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (65,380)Balance, December 31, 2001
    
    
    57,080
    
    
    57
    
    
    105,078
    
    
    -
    
    
    -
    
    
    (189,557)Shares Issued for DebtReduction, Retroactively
    Restated
    
    
    8,000
    
    
    8
    
    
    99,992
    
    
    -
    
    
    -
    
    
    -Shares Issued for Servicesat $0.05 Per Share,Retroactively Restated
    
    
    2,190,150
    
    
    2,190
    
    
    1,092,885
    
    
    -
    
    
    -
    
    
    -Net Loss for the Year EndedDecember 31, 2002
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (1,240,008)Balance December 31, 2002
    
    
    2,255,230
    
    
    2,255
    
    
    1,297,955
    
    
    -
    
    
    -
    
    
    (1,429,565)Shares Issued for Servicesat $0.02 per Share,Retroactively Restated
    
    
    1,500,000
    
    
    1,500
    
    
    298,500
    
    
    -
    
    
    -
    
    
    -Rounding Due to Stock Split
    
    
    2,000
    
    
    2
    
    
    (2)
    
    
    -
    
    
    -
    
    
    -Shares Issued for AccountsPayable at $0.05 Per Share
    
    
    8,000,000
    
    
    8,000
    
    
    392,000
    
    
    -
    
    
    -
    
    
    -Shares Issued for Services at $0.015
      Per Share
    
    
    31,729,200
    
    
    31,729
    
    
    444,209
    
    
    -
    
    
    -
    
    
    -Share Issued for Services at $0.015 Per
      Share
    
    
    9,487,504
    
    
    9,488
    
    
    132,825
    
    
    -
    
    
    -
    
    
    -
 
  The
accompanying notes are an integral part of these financial
statements.
 ***Page
- 26***
  **TURNER
VALLEY OIL & GAS CORPORATION**
 (a
Development Stage Company)
 Consolidated
Statement of Stockholders’ Equity
 From
Inception on April 21, 1999 through December 31, 2004
 Common Stock
    
    
    Paid-In
    
    
    Comprehensive
    
    
    Subscription
    
    
    RetainedShares
    
    
    Amount
    
    
    Capital
    
    
    Income
    
    
    Receivable
    
    
    DeficitShares Issued for AccountsPayable at $0.05 Per Share
    
    
    2,000,000
    
    
    2,000
    
    
    98,000
    
    
    -
    
    
    -
    
    
    -Shares Issued for AccountsPayable at $0.05 Per Share
    
    
    650,000
    
    
    650
    
    
    31,850
    
    
    -
    
    
    -
    
    
    -Cancellation of Common Shares
    
    
    (16,691,520)
    
    
    (16,692)
    
    
    (220,459)
    
    
    -
    
    
    -
    
    
    -Shares Issued for Cash at$0.05 Per Share
    
    
    3,000,000
    
    
    3,000
    
    
    147,000
    
    
    -
    
    
    -
    
    
    -Shares Issued for Cash at$0.30 Per Share
    
    
    100,000
    
    
    100
    
    
    29,900
    
    
    -
    
    
    -
    
    
    -Shares Issued for Cash at$0.35 Per Share
    
    
    528,570
    
    
    529
    
    
    184,471
    
    
    -
    
    
    -
    
    
    -Net Loss for the Year EndedDecember 31, 2003
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (1,137,760)Balance, December 31, 2003
    
    
    42,560,984
    
    
    42,561
    
    
    2,836,249
    
    
    (1,718)
    
    
    -
    
    
    (2,567,325)Shares Issued for Servicesat $.20 Per Share
    
    
    2,317,500
    
    
    2,318
    
    
    461,182
    
    
    -
    
    
    -
    
    
    -Shares Issued for Servicesat $.08 Per Share
    
    
    2,597,500
    
    
    2,597
    
    
    205,202
    
    
    -
    
    
    -
    
    
    -Shares Issued for Servicesat $.11 Per Share
    
    
    85,000
    
    
    85
    
    
    9,265
    
    
    -
    
    
    -
    
    
    -Shares Issued forSubscription at $.05 Per
Share
    
    
    975,000
    
    
    975
    
    
    47,775
    
    
    -
    
    
    (48,750)
    
    
    -Foreign CurrencyTranslation
    
    
    -
    
    
    -
    
    
    -
    
    
    (2,367)
    
    
    -
    
    
    -Net Loss for the Year EndedDecember 31, 2004
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (784,001)Balance, December 31, 2004
    
    
    48,535,984
    
    
    48,536
    
    
    3,559,673
    
    
    (4,085)
    
    
    (48,750)
    
    
    (3,351,326)
 
   The
accompanying notes are an integral part of these financial
statements.
 ***Page
- 27***
  **TURNER
VALLEY OIL & GAS CORPORATION**
 (a
Development Stage Company)
 Consolidated Statement of Cash Flows
 
 From Inception onApril 21, 1999For the Year Ended
    
    
    throughDecember 31,
    
    
    December 31,2004
    
    
    2003
    
    
    2004CASH FLOWS FROM OPERATING
      ACTIVITIESNet Loss
    
    $
    (784,001)
    
    $
    (1,137,760)
    
    $
    (3,351,326)Adjustments to Reconcile Net Loss to Net CashProvided (Used) by Operating Activities:Depletion
    
    
    10,767
    
    
    -
    
    
    10,767Common Stock Issued for Services Rendered
    
    
    680,649
    
    
    987,001
    
    
    2,767,860(Loss) From Sale of Investments
    
    
    25,481
    
    
    -
    
    
    25,481Common Stock Issued for Retirement of Accounts
    Payable
    
    
    -
    
    
    226,599
    
    
    326,599Non-Cash Effect from Foreign Currency Translation
    
    
    (2,367)
    
    
    (1,718)
    
    
    (4,085)Changes in Operating Assets and
      Liabilities:Increase (Decrease) in Accounts Receivable
    
    
    (4,809)
    
    
    -
    
    
    (4,809)Increase (Decrease) in Accounts Payable-Related
    Party
    
    
    23,659
    
    
    (33,824)
    
    
    23,659Increase (decrease) in accounts payable
    
    
    18,754
    
    
    (95,232)
    
    
    19,053Net Cash Provided (Used) by Operating Activities
    
    
    (31,867)
    
    
    (54,934)
    
    
    (186,801)CASH FLOWS FROM INVESTING
      ACTIVITIESExpenditures for Oil and Gas Property
      Development
    
    
    (12,042)
    
    
    (300,672)
    
    
    (312,714)Proceeds from Sale of Investments
    
    
    56,706
    
    
    -
    
    
    56,706Net Cash (Used) by Investing Activities
    
    
    44,664
    
    
    (300,672)
    
    
    (256,008)CASH FLOWS FROM FINANCING
      ACTIVITIESProceeds from Issuance of Common Stock
    
    
    -
    
    
    365,000
    
    
    465,000Net Cash Provided by Financing Activities
    
    
    -
    
    
    365,000
    
    
    465,000NET INCREASE (DECREASE) IN
    CASH
    
    
    12,797
    
    
    9,394
    
    
    22,191CASH AND CASH EQUIVALENTS ATBEGINNING OF YEAR
    
    
    9,394
    
    
    -
    
    
    -CASH AND CASH EQUIVALENTS AT END OF YEAR
    
    $
    22,191
    
    $
    9,394
    
    $
    22,191CASH PAID FOR:Interest
    
    $
    -
    
    $
    3,294
    
    $
    3,294Income Taxes
    
    $
    -
    
    $
    -
    
    $
    -NON-CASH FINANCING
ACTIVITIES:Common stock issued for services rendered
    
    $
    680,649
    
    $
    987,001
    
    $
    2,767,860Common stock issued to retire accounts payable
    
    $
    -
    
    $
    226,599
    
    $
    326,599
 
 
   The
accompanying notes are an integral part of these financial
statements.
 ***Page
- 28***
   **TURNER
VALLEY OIL & GAS CORPORATION**
 (a
Development Stage Company)
 Notes to the Financial Statements
 December
31, 2004 and 2003
 
 NOTE
      1 -
    SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
 
 A.
Organization
 
 The
Company was incorporated under the laws of Nevada on April 21, 1999 as
NetParts.com. The Company was originally organized to create a series of 16
specialized auto salvage yards whereby the salvageable components would be
inventoried on a computer and listed on the internet. The Company, however,
changed their operations and their name on July 24, 2003 to Turner Valley Oil
& Gas Corporation. On August 1, 2003, the Company incorporated T.V. Oil
& Gas Canada Limited, a wholly owned subsidiary, into the financial
statements of the Company. The Company holds a working interest in an oil lease
and an investment in an oil and gas entity.
 
 B.
Revenue and Cost Recognition
 
 Oil
and Gas Properties
 
 The full
cost method is used in accounting for oil and gas properties. Accordingly, all
costs associated with acquisition, exploration, and development of oil and gas
reserves, including directly related overhead costs, are capitalized. In
addition, depreciation on property and equipment used in oil and gas exploration
and interest costs incurred with respect to financing oil and gas acquisition,
exploration and development activities are capitalized in accordance with full
cost accounting. Capitalized interest for the years ended December 31, 2004 and
2003 was $0. All capitalized costs of proved oil and gas properties subject to
amortization are being amortized on the unit-of-production method using
estimates of proved reserves. Investments in unproved properties and major
development projects not subject to amortization are not amortized until proved
reserves associated with the projects can be determined or until impairment
occurs. If the results of an assessment indicate that the properties are
impaired, the amount of the impairment is added to the capitalized costs to be
amortized. As of December 31, 2003, proved oil and gas reserves had been
identified on the Straten Property, however, the property was not producing due
to the reworking of the well, and therefore, no amortization has been recorded
for the year ending December 31, 2003. During the year ended December 31, 2004,
the Company recorded depletion of $10,767 on its property.
 
 C.
Basis of Consolidation
 
 The
consolidated financial statements include the accounts of NetParts.Com, Inc. and
Turner Valley Oil & Gas Corporation. All significant inter-company accounts
and transactions have been eliminated in the consolidation.
  ***Page
- 29***
  **TURNER
VALLEY OIL & GAS CORPORATION**
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2004 and 2003
 
 NOTE
      1 -
    SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
 
 D.
Earnings (Loss) Per Share
 
 The
computation of earnings per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial
statements.
 
 Income (Loss)
    
    
    Shares
    
    
    Per-Share(Numerator)
    
    
    (Denominator)
    
    
    AmountFor the year ended December 31,
      2004:Basic EPSIncome (loss) to common stockholders
    
    $
    (773,234)
    
    
    44,823,103
    
    $
    (0.02)For the year ended December 31,
      2003:Basic EPSIncome (loss) to common stockholders
    
    $
    (1,137,760)
    
    
    40,467,839
    
    $
    (0.03)
 
 
 E.
Cash and Cash Equivalents
 
 The
Company considers all highly liquid investments with maturities of three months
or less to be cash equivalents.
 
 F.
Income Taxes
 
 Income
taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes. Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss, tax credit
carry-forwards, and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax will not
be realized. Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.
  ***Page
- 30***
  **TURNER
VALLEY OIL & GAS CORPORATION**
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2004 and 2003
 
 NOTE
      1 -
    SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
 
 F.
Income Taxes (continued)
 
 December 31,
    December 31,2004
    
    
    2003Deferred tax assets:Net operation loss carry-forwards
    
    $
    3,373,000
    
    $
    2,600,000Total Deferred Tax Assets
    
    
    1,147,000
    
    
    884,000Valuation allowance for deferred tax assets
    
    
    (1,147,000)
    
    
    (884,000)$
    -
    
    $
    -
 
 
 At
December 31, 2004, the Company has net operating losses of $3,373,000 which
begin to expire in 2019.
 
 G. Use
of estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting period. In these financial statements assets and
liabilities involve extensive reliance on management’s estimates. Actual results
could differ from those estimates.
 
 H. New
Technical Pronouncements
 
 On
December 16, 2004, the FASB issued SFAS No. 123(R), *Share-Based
Payment* , which
is an amendment to SFAS No. 123, *Accounting
for Stock-Based Compensation.* This new
standard eliminates the ability to account for share-based compensation
transactions using Accounting Principles Board (“APB”) Opinion No. 25, *Accounting
for Stock Issued to Employees,* and
generally requires such transactions to be accounted for using a
fair-value-based method and the resulting cost recognized in our financial
statements. This new standard is effective for awards that are granted, modified
or settled in cash in interim and annual periods beginning after June 15, 2005.
In addition, this new standard will apply to unvested options granted prior to
the effective date. The Company will adopt this new standard effective for the
fourth fiscal quarter of 2005, and has not yet determined what impact this
standard will have on its consolidated financial position or results of
operations.
  ***Page
- 31***
  **TURNER
VALLEY OIL & GAS CORPORATION**
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2004 and 2003
 
 NOTE
      1 -
    SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
 
 H. New
Technical Pronouncements (continued)
 
 In
November 2004, the FASB issued SFAS No. 151, *Inventory
Costs — an amendment of ARB No. 43, Chapter 4* . This
Statement amends the guidance in ARB No. 43, Chapter 4, “Inventory
Pricing,” to clarify the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of
ARB 43, Chapter 4, previously stated that “. . . under some circumstances,
items such as idle facility expense, excessive spoilage, double freight, and
rehandling costs may be so abnormal as to require treatment as current period
charges. . . .” This Statement requires that those items be recognized as
current-period charges regardless of whether they meet the criterion of “so
abnormal.” In addition, this Statement requires that allocation of fixed
production overheads to the costs of conversion be based on the normal capacity
of the production facilities. This statement is effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. Management does
not believe the adoption of this Statement will have any immediate material
impact on the Company.
 
 In
December 2004, the FASB issued SFAS No. 152, *Accounting
for Real Estate Time-sharing* Transactions,
which amends FASB statement No. 66, Accounting for Sales of Real Estate, to
reference the financial accounting and reporting guidance for real estate
time-sharing transactions that is provided in AICPA Statement of Position (SOP)
04-2, Accounting for Real Estate Time-Sharing Transactions. This statement also
amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations
of Real Estate Projects, to state that the guidance for (a) incidental
operations and (b) costs incurred to sell real estate projects does not apply to
real estate time-sharing transactions. The accounting for those operations and
costs is subject to the guidance in SOP 04-2. This Statement is effective for
financial statements for fiscal years beginning after June 15, 2005. Management
believes the adoption of this Statement will have no impact on the financial
statements of the Company.
 
 In
December 2004, the FASB issued SFAS No.153, *Exchange
of Nonmonetary Assets* . This
Statement addresses the measurement of exchanges of nonmonetary assets. The
guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is
based on the principle that exchanges of nonmonetary assets should be measured
based on the fair value of the assets exchanged. The guidance in that Opinion,
however, included certain exceptions to that principle. This Statement amends
Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. A nonmonetrary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. This Statement is
effective for financial statements for fiscal years beginning after June 15,
2005. Earlier application is permitted for nonmonetary asset exchanges incurred
during fiscal years beginning after the date of this statement is issued.
Management believes the adoption of this Statement will have no impact on the
financial statements of the Company.
 
  ***Page
- 32***
  **TURNER
VALLEY OIL & GAS CORPORATION**
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2004 and 2003
 
 NOTE
      1 -
    SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
 
 H. New
Technical Pronouncements (continued)
 
 The
implementation of the provisions of these pronouncements is not expected to have
a significant effect on the Company’s consolidated financial statement
presentation.
 
 I.
Financial Instruments
 
 The
recorded amounts of financial instruments, including cash equivalents, accounts
payable and short term notes approximate their market values as of December 31,
2004 and 2003. The Company has no investments in derivative financial
instruments.
 
 J.
Functional Currency & Foreign Currency Translation
 
 The
Company’s functional currency is the U.S. dollar. In accordance with the
Statement of Financial Accounting Standard No. 52, *Foreign
Currency Translation* , the
assets and liabilities denominated in foreign currency are translated into U.S.
dollars at the current rate of exchange existing at period end and revenues and
expenses are translated at average monthly exchange rates. Related translation
adjustments are reported as a separate component of stockholders’ equity,
whereas, gains or losses relating from foreign currency transactions are
included in the results of operations.
 
 K.
Impairment of Long-Lived Assets
 
 In
accordance with Financial Accounting Standards Board Statement No. 121, the
Company records impairment of long-lived assets to be held and used or to be
disposed of when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the carrying
amount. At December 31, 2004 and 2003, no impairments were
recognized.
 
 NOTE 2
-  GOING
CONCERN
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has suffered recurring operating
losses and is dependent upon raising capital to continue operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. It is management’s plan to raise additional funds
to share in the exploration of leases individually as well as with WIN Energy,
and then to begin extracting gas and oil to sell and generate the necessary
funds to continue operations.
  ***Page
- 33***
  **TURNER
VALLEY OIL & GAS CORPORATION**
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2004 and 2003
 
 NOTE 3 -
OIL & GAS PROPERTIES
 
 Strachen
Property
 
 On August
20, 2003, the Company entered into a purchase agreement to acquire 1% interest
in a producing gas well, located at 22-38-9W5 Red Deer, Alberta, Canada. During
the end of 2003, the Company’s senior management set out a rework program for
this well. The rework program called for an acid wash and acid stimulation of
the producing formation. The Company agreed to participate in the program which
increased their interest to 6.67%. The program was completed on October 15, 2003
and extraction continued in 2004. The Strachen Property has proved gas reserves
of 3.68 MMCF. Capitalized costs at December 31, 2004 are $48,942 and accumulated
amortization at December 31, 2004 is $10,767.
 
 NOTE 4
-  STOCK
TRANSACTIONS
 
 During
2004, the Company issued 5,000,000 shares pursuant to an S-8 Registration
Statement. These shares were issued for services totaling $680,650.
 
 During
2004, the Company issued 975,000 shares pursuant to a Private Placement and
received a subscription for the amount of $48,750. The proceeds were received
subsequent to December 31, 2004.
 
 On
January 5, 2003, the Company issued 15,000,000 pre-split shares of common stock
for services rendered on behalf of the Company totaling $298,500, and in
satisfaction of accounts payable totaling $1,500.
 
 On July
1, 2003, the Company enacted a 10 for 1 reverse split of its common stock. Stock
has been retroactively restated to reflect this split.
 
 During
July 2003, the Company issued 39,729,200 post-split shares of common stock for
settlement of $196,146 of accounts payable and services valued at
$679,792.
 
 In August
2003, the Company issued 9,487,504 post-split shares of common stock in
settlement of $28,971 of accounts payable and services valued at
$113,360.
 
 On
October 21, 2003, the Company issued 2,000,000 post-split shares of common stock
for services rendered on behalf of the Company totaling $100,000.
 
 On
November 21, 2003, the Company issued 650,000 post-split shares of common stock
valued at $32,500 for professional services rendered in behalf of the
Company.
 
 During
2003, the Company issued a total of 3,628,570 post-split shares of common stock
for cash at a total value of $365,000.
  ***Page
- 34***
  **TURNER
VALLEY OIL & GAS CORPORATION**
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2004 and 2003
 
 NOTE 4
-  STOCK
TRANSACTIONS (Continued)
 
 In April
2002, the Company purposed a 2 for 1 forward split of its outstanding common
stock. In October of 2002, the Company enacted a 25 for 1 reverse split of its
common stock. During the year, 80,000 shares of common stock were issued to
reduce a payable by $100,000. In October 2002, 21,901,500 shares of common stock
were issued for services rendered totaling $1,095,075.
 
 NOTE 5 -
INVESTMENTS AND SALE OF OILS & GAS PROPERTIES
 
 On May
25, 2004, the Company entered into an Asset Purchase Agreement with Win Energy
Corporation (“WIN”), wherein T.V. Oil & Gas Canada, Ltd. sold all its
interests held in the other ten sections of the Straten 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, valued
at $1,465,974.
 
 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 and realized
proceeds of $56,706 thus crating a gain of $45,365.
 
 NOTE 6 -
OTHER COMPREHENSIVE INCOME
 
 The
Company reports other comprehensive income in accordance with Statement of
Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (“SFAS
No. 130"). SFAS No. 130 establishes standards for reporting in the financial
statements all changes in equity during a period, except those resulting from
investments by and distributions to owners. The cumulative effect of foreign
currency translation adjustments to a cash account held by the Company in
Canadian dollars, which is included in other comprehensive income in the
stockholders’ equity section, consisted of the following:
 
 December 31,2004
    
    
    2003Balance, beginning of year
    
    $
    (1,718)
    
    $
    -Effect of currency exchange rate changes
    
    
    (2,367)
    
    
    (1,718)Balance, end of year
    
    $
    (4,085)
    
    $
    (1,718)
 
  
 NOTE 7 -
RELATED PARTY TRANSACTION
 
 The
transaction with Win Energy as described in Note 5 was a related party
transaction due to the fact that the Company’s President Christopher Paton-Gay
is also the Chairman of Win Energy.
 
 
  ***Page
- 35***
  **TURNER
VALLEY OIL & GAS CORPORATION**
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2004 and 2003
 
 S.F.A.S.
69 SUPPLEMENTAL DISCLOSURES
 
 
 (1)  Capitalized
Costs Relating to
 Oil and
Gas Producing Activities
 
 
 December 31,2004
    
    
    2003Proved oil and gas producing properties
      and relatedlease and well equipment
    
    $
    48,942
    
    $
    450,706Accumulated depreciation and depletion
    
    
    (10,767)
    
    
    -Net Capitalized Costs
    
    $
    38,175
    
    $
    450,706
  
 
 
 (2)  Costs
Incurred in Oil and Gas Property
 Acquisition,
Exploration, and Development Activities
 
 For the Years EndedDecember 31,2004
    
    
    2003Acquisition of PropertiesProved
    
    $
    -
    
    $
    -Unproved
    
    
    -
    
    
    -Exploration Costs
    
    
    -
    
    
    -Development Costs
    
    $
    48,942
    
    $
    300,672
 
  
 The
Company does not have any investments accounted for by the equity
method.
 
 (3)  Results
of Operations for
 Producing
Activities
 
 For the Years EndedDecember 31,2004
    
    
    2003Sales
    
    $
    8,421
    
    $
    -Production costs
    
    
    (9,350)
    
    
    -Depreciation and depletion
    
    
    (10,767)
    
    
    -Results of operations for producing
      activities(excluding corporate overhead and interest costs)
    
    $
    (11,696)
    
    $
    -
 
  
   ***Page
- 36***
   **TURNER
VALLEY OIL & GAS CORPORATION**
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2004 and 2003
 
 S.F.A.S.
69 SUPPLEMENTAL DISCLOSURES (Continued)
 
 
 (4)
    Reserve
      Quantity Information
  
 Oil
    
    
    GasBBL
    
    
    MMCFProved developed and undeveloped
      reserves:Balance, December 31, 2003
    
    
    -
    
    
    4.67Change in estimates
    
    
    -
    
    
    -Production
    
    
    -
    
    
    .99Balance, December 31, 2004
    
    
    -
    
    
    3.68Proved developed
      reserves:
    
    
    Oil
    
    
    GasBBL
    
    
    MMCFBeginning of the year ended December
      31, 2004
    
    
    -
    
    
    4.68End of the year ended December 31,
      2004
    
    
    -
    
    
    3.68
  
 The
Company has reserve studies and estimates prepared on the properties acquired
and developed. The difficulties and uncertainties involved in estimating proved
oil and gas reserves makes comparisons between companies difficult. Estimation
of reserve quantities is subject to wide fluctuations because it is dependent on
judgmental interpretation of geological and geophysical data.
 
 
  ***Page
- 37***