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,
2007








Turner
Valley Oil & Gas Inc.








Nevada
              Optional(Jurisdiction
      of Incorporation)
              (I.R.S.
      Employer Identification No.)604
      - 700 West Pender Street Vancouver 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





YesSNo£  (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
12/31/07 the number of
shares of common stock outstanding was 58,335,970.





As of
12/31/07 the number of
shares held by non-affiliates was approximately 54,646,975 shares, with a market
value of $3,825,288 low
bid of $0.07








Exhibit
Index is found on page 13












CONTENTS




INTRODUCTION
                                                          3ABOUT
      THIS AMENDMENT
                                                          3PART
      I
                                                          4ITEM
      1.
                                                          
                                                          Description of Business
                                                          4(a)
                                                          
                                                          Form and Year of Organization
                                                          4(b)
                                                          
                                                          Our Business
                                                          4ITEM
      2.
                                                          
                                                          Description of Property
                                                          4ITEM
      3.
                                                          
                                                          Legal Proceedings
                                                          5ITEM
      4.
                                                          
                                                          Submission of Matters to a Vote of Security
      Holders
                                                          5PART
      II
                                                          6ITEM
      5.
                                                          
                                                          Market for Common Equity and Stockholder
    Matters
                                                          6(a)
                                                          
                                                          Market Information
                                                          6(b)
                                                          
                                                          Holders
                                                          6(c)
                                                          
                                                          Dividends
                                                          6(d)
                                                          
                                                          Sales of Unregistered Common Stock 2007
                                                          7ITEM
      6.
                                                          
                                                          Management's Discussion and Analysis or Plan of
      Operation
                                                          7ITEM
      7.
                                                          
                                                          Financial Statements
                                                          9ITEM
      8.
                                                          
                                                          Changes
      In and Disagreements With Accountants on Accounting and
      Financial Disclosure
                                                          11PART
      III
                                                          12ITEM
      9.
                                                          
                                                          Directors and Executive Officers, Promoters and Control
      Persons
                                                          12ITEM
      10.
                                                          
                                                          Executive Compensation
                                                          12ITEM
      11.
                                                          
                                                          Security Ownership of Certain Beneficial Owners and
      Management
                                                          13Item
      12.
                                                          
                                                          Controls and Procedures
                                                          14ITEM
      13.
                                                          
                                                          Attachments, Financial Statements, Exhibits, and Reports on
      Form 8-K
                                                          14


Table of Contents




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.





ABOUTTHIS AMENDMENT





The body
of this Amended Annual report contains some formal rephrasing of our description
of The Strachan Property B
Leduc Formation and the Mississippi Project, at the end of Management's
Discussion and Analysis. Executive Compensation Tables have been given technical
revision with no substantial impact or change of the essential information
provided. Technical and formal revisions have been made to Item 12, Controls and
Procedures.





For
discussion of amendments of our Financial Statements, please see Item
7.


3
 Table of Contents




PARTI





ITEM
a). Descriptionof Business.





(i)) Formand
Year of Organization.Our Corporate organization and history is described
in our previous annual and quarterly reports. During 2007 we issued share to
Officers, Directors and service providers, pursuant to registration, as provided
in Sections 5 and 6 of the Securities Act of 1933, with filings on Form
S-8.





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








Current
      Year Issuances
                      
                      Valued
      at
                      
                      
                      SharesCarried
      from 12/31/05
                      
                      
                      
                      
                      
                      55,535,970Issue
      4/01/07: Registered for services @0.025
                      
                      $
                      70,000
                      
                      
                      
                      2,800,000Total
      Issued and Outstanding 12/31/05
                      
                      $
                      70,000
                      
                      
                      
                      58,335,970





(ii)) OurBusiness. Turner
Valley Oil and Gas Inc. (ATVOG@)
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 Managements
intent to continue to; add proven producing, development and exploration
properties during 2007. 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 routinely
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's Discussion and Analysis, Item 6 following.




4
 Table of Contents




DESCRIPTION
OF OIL & GAS PROPERTIES








ITEM
b). Descriptionof Property.





We enjoy
the non-exclusive use of the offices of our Officers, and have no other
miscellaneous property of our own. But please see Management's Discussion and
Analysis, Item 6 following.








ITEM
c). LegalProceedings.





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








ITEM
d). Submissionof Matters to a Vote of Security
Holders.





None.


The
Remainder of this Page is Intentionally left Blank


5
 Table of Contents


PART
II





ITEM
e). Market for CommonEquity and Stockholder Matters.





(i)) MarketInformation.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
                                          
                                          
                                          
                                          VOLUME3rd
      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
                                          
                                          
                                          
                                          10,552,1401st
      2006
                                          
                                          
                                          0.23
                                          
                                          
                                          
                                          0.06
                                          
                                          
                                          
                                          13,434,0002nd
      2006
                                          
                                          
                                          0.22
                                          
                                          
                                          
                                          0.03
                                          
                                          
                                          
                                          7,754,0003rd
      2006
                                          
                                          
                                          0.14
                                          
                                          
                                          
                                          0.07
                                          
                                          
                                          
                                          6,864,0004th
      2006
                                          
                                          
                                          0.11
                                          
                                          
                                          
                                          0.07
                                          
                                          
                                          
                                          9,134,0001st
      2007
                                          
                                          
                                          0.08
                                          
                                          
                                          
                                          0.04
                                          
                                          
                                          
                                          10,660,0002nd
      2007
                                          
                                          
                                          0.04
                                          
                                          
                                          
                                          0.02
                                          
                                          
                                          
                                          10,110,0003rd
      2007
                                          
                                          
                                          0.02
                                          
                                          
                                          
                                          0.01
                                          
                                          
                                          
                                          10,008,0004th
      2007
                                          
                                          
                                          0.03
                                          
                                          
                                          
                                          0.01
                                          
                                          
                                          
                                          9,200,000





Source:
Yahoo Finance





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





(iii)) 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.


6
 Table of Contents


(iv)) Salesof
Unregistered Common Stock 2007.We made no unregistered issuances in
2005, 2006 or 2007.








ITEM
f). Management'sDiscussion and Analysis or Plan of
Operation.





(i)) Plan of Operation. Our
plan of operations is a sole focus on exploration for, development drilling for,
and transmission facilities for, the production of oil and gas. Our Nevada
parent company Turner Valley
Oil & Gas, owns a wholly-owned Canadian subsidiary T.V. Oil & Gas, Limited,
a Federal Registered Canadian company in full compliance with all Canadian law
and regulations.





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.





(Note
3-Development Stage Company) We are a development stage company as defined in
Financial Accounting Standards Board Statement 7. We are concentrating on
raising capital and developing our business operation





(b) 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.





(c) Discussion and Analysis of
Financial Condition and Results of Operations.During the year ended
December 31, 2007, we had royalty revenues of $4,165 from our working interest
in the Strachan property (December 31, 2006 $9,813). The decrease in royalties
was caused by a special assessment initiated by the Operator of the well during
the year ended December 31, 2006. All our properties are geographically and
physically independent of one another. They are 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.
The depletion for the year ended December 31, 2007 was
$10,000.  (December 31, 2006 $10,000)


7
 Table of Contents




The Strachan
Property  Leduc Formation. On September 23, 2005 Turner Valley
Oil and Gas Inc. through its wholly owned subsidiary TV Oil and Gas Canada
Limited, has entered into a farm-out agreement with Odin Capital Inc. of
Calgary, Alberta. The terms of the Farm-Out 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, approx. $6.3
million Canadian to the 100% interest). On the property that is referred to as
the Leduc Formation test well, we will have earned: 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.





A 1.200%
interest in the rights below the base line of the Shunda formation in Section
10,Township 38, Range 9W5M





A 0.966%
interest in the rights below the base of the Shunda formation in sections 15
& 16,Township 38,Range 9W5M, down to the base of the deepest formation
penetrated.




On July
6th,
2006, the Company purchased an additional 2% from its Chairman & CEO for a
total cost of $190,882. The amount was paid in WIN stock at a value of $2 when
the market value of the stock was $1.90. Additionally, the Company incurred
$44,405 of further costs associated with the exploration of the well during the
quarter ended September 30, 2006.





By the
end of the fiscal year, we determined that our working interest in the LeDuc had
no economic hydrocarbons and hence impaired our holding. The amount
was  moved to the proved property pool for amortization. Subject to
the full-cost-ceiling test, we had an impairment charge of $525,544 for the year
ended December 31, 2007.





Looking forward. The Strachan
Prospect is still of interest, notwithstanding the abandonment of the LeDuc
formation.. The Strachan is located 80 miles NW of Calgary, Alberta. We expect
testing of this prospect in the near future, which will enable us to determine
whether to continue or abandon this project. Testing of this first well showed
no economic hydrocarbons and the well was abandoned.





Mississippi Prospect. On
August 23rd,
2006, the Company entered into a joint venture agreement with Griffin &
Griffin Exploration, LLC. to acquire an interest in a drilling program
comprising 50 natural gas and/or oil wells.  The area in which the proposed
wells are to be drilled is comprised of approximately 300,000 gross acres of
land located between Southwest Mississippi and North East Louisiana. The
proposed wells will be targeting the Frio and Wilcox Geological
formations. The first 20 proposed wells are located within tie-in range of
existing pipeline infrastructures.  Turner Valley has agreed to pay 10% of
all prospect fees, mineral leases, surface leases and drilling and completion
costs to earn a net 8% share of all production zones to the base of the Frio
formation and 7.5% of all production to the base of the Wilcox formation. The
first 20 proposed wells are located within tie-in range of existing pipeline
infrastructure. We have agreed to pay 10% of all prospect fees, mineral leases
and drilling and completion costs to earn a net 8% share of all production zones
to the base of the Frio formation and 7.5% of all production to the base of the
Wilcox formation. Total Costs to date are $300,000. The Company is in the
process of re-evaluating this project to determine if it continues to adhere to
the Company=s
strategic objectives. During the year the Company disposed of its interest in
this property for the liabilities incurred of $400,000.


8
 Table of Contents




General and Administrative
costs General and Administrative costs for the year decreased by 65% to
$248,130, when compared to $713,345, for the previous year. The decrease was
caused by a reduction in costs associated with common stock issued for services
rendered. The Company’s total expenses were $783,674 for the year ended December
31, 2007 compared to $$723,345 for the prior year. The increase in total
expenses was caused by the abandonment of the StrachanBLeduc
property due to uneconomic hydrocarbons. The cost associated with this
abandonment was $525,544. The Net Loss for the year just ended was $(614,292) as
compared to a Net Loss of $(287,237) for the previous year ended 2006. The
increase in loss for the year was caused by the costs associated with the
abandonment of StrachanBLeduc
property and the reduction in gain associated with the disposal of our holding
in WIN Energy, which resulted in other income of $159,872 (December 31, 2006
$426,295). At December 31, 2007, the Company disposed of its investment in WIN
Energy Corporation (AWIN@)
at a market price of $0.37 per share.





Liquidity. Our net working
capital for the year ended December 31, 2007 increased to $55,907, compared to a
deficit of $(418,555) for the year ended December 31, 2006. The increase in
working capital was caused the disposal of the Company’s holdings 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, any excess cash will continue to be invested in credit quality,
interest-bearing securities. We believe cash 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.





(d) Cautionary Statements
Repeated. 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
g). FinancialStatements.





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.


9
 Table of Contents




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, 2007 be included and filed with the
Securities and Exchange Commission.





Audited Financial Statements
for the years ended December 31, 2007, 2006, and from inception, April 14, 1999,
are included and provided as Attachment AFK-07 Amended. These financial
statements attached hereto and filed herewith are incorporated herein by this
reference as though fully set forth herein.





Amended Financial Statements
reflect changes of technical but important clarifications, and the correction of
certain minor mistakes.





1.
Amounts of comprehensive income/(loss) presented in  Statement of
Operations and Comprehensive Income(Loss) for the years ended December 31, 2007
and 2006 did not agree with the corresponding amounts in Statement of
Stockholders' Equity and Note 6. These inconsistencies have been resolved and
corrected.





2.
Estimated future expenditures to be incurred in developing proved reserves, and
estimated dismantlement and abandonment costs when discussing full cost
amortization policy, have been included in the costs subject to amortization
under Rule 4-10(c)(3)(i) of Regulation S-X. Fact is, that we do not currently
anticipate any material capital expenditures in the development of our proved
reserves.





3. Some
important revisions to Note-3, Oil & Gas
Properties, Strachan Property:
"During the year the Company determined that its working interest in the
Strachan-Leduc region had no economic hydrocarbons and hence impaired its
holding. The amount was moved to the proved property pool for amortization.
Subsequent to the full cost ceiling test, the Company had an impairment charge
of $525,544 for the year ended December 31, 2007.@





4. he
accounting policy for asset retirement obligations has been
inserted.





5.
Amounts disclosed under Capitalized Costs Relating
to Oil and Gas Activities, for December 31, 2007 and 2006 did not agree
with the corresponding information reported in the Balance Sheet. Corrections
have been made, as would ordinarily be required by paragraphs 18, 19 and 20 of
SFAS 69.


10
 Table of Contents




6.
Inconsistencies have been removed and corrected in Costs incurred in Oil and
Gas Property Acquisition, Exploration, and Development Activities, in
accordance with paragraphs 21, 22 and 23 of SFAS 69.





7.
Disclosure has been added (to Standardized Measure of
Discount Future Net Cash Flows Relating to Proved Oil & Gas Reserve
Quantities) relating to our interests in proved oil and gas reserves, at
the end of the each period, and reconciliations showing changes in this measure
occurring during these periods to comply with paragraphs 30, 31 and 33 of SFAS
69.





8. Please
note changes to Consolidated Statements of Cash Flow, for 2006: (a) Increase in
accounts payable and accrued expenses; (b) Investing in new Oil & Gas
working interests.








It is the
opinion of Management that these corrections, however important to achieve
proper financial reporting, do materially alter our essential disclosure of our
condition and operations.





ITEM
h). ChangesIn and Disagreements With Accountants


on
Accounting and Financial Disclosure.





None.








The
Remainder of this Page is Intentionally left Blank




11
 Table of Contents




PART
III





ITEM
i). Directorsand 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
j). ExecutiveCompensation.





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. Compensation consisted of registered stock (at bid) for services in
lieu of cash.





Executive
      OfficersAnnual
      Compensationb
                                                          c
                                                          
                                                          e
                                                          
                                                          
                                                          jName
      and Principal Position
                                                          Year
                                                          Salary
                                                            ($)
                                                          
                                                          Other
      Annual Compensation ($)
                                                          
                                                          
                                                          Totals
                                                            $Christopher
                                                          2007
                                                          
                                                          
                                                          
                                                          71,028
                                                          
                                                          
                                                          
                                                          71,028Paton-Gay,
                                                          2006
                                                          
                                                          
                                                          
                                                          254,105
                                                          
                                                          
                                                          
                                                          254,105Chairman,
      CEO
                                                            Director
                                                          2005
                                                          
                                                          
                                                          
                                                          331,340
                                                          
                                                          
                                                          
                                                          331,340Kulwant
                                                          2007
                                                          
                                                          
                                                          
                                                          52,168
                                                          
                                                          
                                                          
                                                          52,168Sandher,
                                                          2006
                                                          
                                                          
                                                          
                                                          178,226
                                                          
                                                          
                                                          
                                                          178,226Treasurer,
      CFO
                                                          2005
                                                          
                                                          
                                                          
                                                          6,515
                                                          
                                                          
                                                          
                                                          6,515








DirectorsAnnual
      Compensationb
                                                                    c
                                                                    
                                                                    e
                                                                    
                                                                    
                                                                    gName
      and Principal Position
                                                                    Year
                                                                    Salary
                                                                      ($)
                                                                    
                                                                    Other
      Annual Compensation
                                                                      ($)
                                                                    
                                                                    
                                                                    Totals
                                                                      $Joseph
      A. Kane
                                                                    2007
                                                                    
                                                                    
                                                                    
                                                                    10,000
                                                                    
                                                                    
                                                                    
                                                                    10,000Director
                                                                    2006
                                                                    
                                                                    
                                                                    
                                                                    23,750
                                                                    
                                                                    
                                                                    
                                                                    23,7502005
                                                                    
                                                                    
                                                                    
                                                                    29,750
                                                                    
                                                                    
                                                                    
                                                                    29,750Donald
                                                                    2007
                                                                    
                                                                    
                                                                    
                                                                    10,000
                                                                    
                                                                    
                                                                    
                                                                    10,000Jackson
      Wells
                                                                    2006
                                                                    
                                                                    
                                                                    
                                                                    23,750
                                                                    
                                                                    
                                                                    
                                                                    23,750Director
                                                                    2005
                                                                    
                                                                    
                                                                    
                                                                    29,750
                                                                    
                                                                    
                                                                    
                                                                    29,750




12
 Table of Contents




The
foregoing Aother
compensation@
was paid in common stock, and not in cash. Each issuance was valued at market
prices then current. Our Executive Officers and Directors have no fixed
employment agreements for compensation, but receive compensation from time to
time in the discretion of the Board of Directors. Our Chief Executive Officer
and Chief Financial officers have received modest salary during the reporting
periods. All other compensation has been made in stock of our company, issued
from time to time at the then current market value. Compensation of services in
stock has been made pursuant to that certain Stock for Compensation Services
Plan, which provides in relevant part: A(a)
If this Corporation be a reporting company, the Board of Directors may elect to
offer shares pursuant to Registration under the Securities Act of 1933, or
pursuant to Section 4(2) of the 1933 Act, or other applicable exemption from
registration, with such restriction on resale as required by law or rule of the
Commission, or such greater restriction as may be agreed to by the parties.@








ITEM
k). SecurityOwnership 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-Gay6160
      Genoa Bay Road
                Chairman/CEODuncan
      B.C. Canada
                Director
                
                
                2,285,000
                
                
                
                3.92Kulwant
      Sandher604
      – 700 West Pender St.
                Treasurer/CFO
                
                
                1,252,395
                
                
                
                2.15Vancouver
      B.C. CanadaDonald
      Jackson Wells3131
      S.W. Freeway #46Houston
      TX 77098
                Director
                
                
                75,800
                
                
                
                0.13Joseph
      Kane3131
      S.W. Freeway #46Houston
      TX 77098
                Director
                
                
                75,800
                
                
                
                0.13All
      Officers and Directors as a Group
                
                
                
                3,688,995
                
                
                
                6.32Total
      Issued and Outstanding
                
                
                
                58,335,970
                
                
                
                100.00All
      Affiliates
                
                
                
                (3,688,995
                )
                
                
                (6.32
                )Indicated
      Total Non-Affiliate Ownership
                
                
                
                54,646,975
                
                
                
                93.68





(i)) 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.


13
 Table of Contents




Item
12. Controls and Procedures





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





Changes in Internal
Accounting. There were no changes in our internal controls over financial
reportingaffecting
these controls that occurred during the last financial quarter that has
materially affected, or is reasonably likely to materially affect our internal
control over financial reporting. There were no significant deficiencies or
material weaknesses, and therefore there were no corrective actions taken.
However, the design of any system of controls is based in part upon the
assumptions about the likelihood of future events, and there is no certainty
that any design will succeed in achieving its stated goal under all potential
future considerations, regardless of how remote.





ITEM13. Attachments, Financial Statements, Exhibits, and Reports on
Form 8-K








(ii))
Attachments/Exhibits Hereto.




(31)Certification pursuant to 18 USC Section
302.




(32) Certification pursuant to 18 USC Section
1350.




(AC-99.1) Audit Committee Report





(AFK-07)
Audited Financial Statements for the years ended December 31, 2007, 2006 and
from Inception.





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








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 25, 2009





Christopher
      Paton-Gay
                
                Donald
      Jackson Wells
                
                Joseph
      KaneChristopher
      Paton-Gay
                
                Donald
      Jackson Wells
                
                Joseph
      Kane




14
 Table of Contents




Attachment
AFK-07 Amended
  Audited
Financial Statements
   for
the years ended
 December
31, 2007, 2006
 and
from inception
  Table of Contents
  TURNER
VALLEY OIL & GAS CORPORATION
 (A
Development Stage Company)
 
 CONSOLIDATED
FINANCIAL STATEMENTS
 
 December
31, 2007 and 2006
  Table of Contents
  
 C
O N T E N T S
 
 
 Report
      of Independent Registered Pubic Accounting Firm
                  3Consolidated
      Balance Sheets
                  4Consolidated
      Statements of Operations and Comprehensive Income/(loss)
                  5Consolidated
      Statements of Stockholders’ Equity
                  6Consolidated
      Statements of Cash Flows
                  8Notes
      to the Consolidated Financial statements
                  9
  Table of Contents
  REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 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, 2007 and 2006
and the related consolidated statements of operations and comprehensive
income/(loss), stockholders’ equity and cash flows for
the  years  then ended and from inception on April 21, 1999
through December 31, 2007.  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 audits 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, 2007 and 2006 and the consolidated
results of their operations and their cash flows for the periods then ended and
from inception on April 21, 1999 through December 31, 2007, in conformity with
accounting principles generally accepted in the United States of
America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company 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,
2008
  Table of Contents
 TURNER
      VALLEY OIL & GAS, INC.(A
      Development Stage Company)Consolidated
      Balance SheetsASSETSDecember
      31,
                          
                          
                          December
      31,2007
                          
                          
                          2006CURRENT
      ASSETSCash
                          
                          $
                          75,688
                          
                          
                          $
                          -Accounts
      receivable
                          
                          
                          8,088
                          
                          
                          
                          8,910Total
      Current Assets
                          
                          
                          83,776
                          
                          
                          
                          8,910OIL
      AND GAS PROPERTIES USING FULL COST ACCOUNTINGProperties
      subject to amortization
                          
                          
                          18,175
                          
                          
                          
                          28,177Unproved
      properties
                          
                          
                          -
                          
                          
                          
                          925,544Net
      Oil and Gas Properties
                          
                          
                          18,175
                          
                          
                          
                          953,721OTHER
      ASSETSInvestments
      - Marketable Securities available for sale
                          
                          
                          -
                          
                          
                          
                          604,349Total
      Other Assets
                          
                          
                          -
                          
                          
                          
                          604,349TOTAL
      ASSETS
                          
                          $
                          101,951
                          
                          
                          $
                          1,566,980LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT
      LIABILITIESBank
      Overdraft
                          
                          
                          
                          
                          
                          
                          3,397Accounts
      payable
                          
                          
                          4,211
                          
                          
                          $
                          400,410Notes
      payable, related party
                          
                          
                          23,658
                          
                          
                          
                          23,658Total
      Current Liabilities
                          
                          
                          27,869
                          
                          
                          
                          427,465Total
      Liabilities
                          
                          
                          27,869
                          
                          
                          
                          427,465Other
      Commitments or Contingencies
                          
                          
                          -
                          
                          
                          
                          -STOCKHOLDERS'
      EQUITYCommon
      stock, 100,000,000 shares authorized of $0.001 par value, 61,335,984 and
      58,535,984 shares issued and outstanding, respectively
                          
                          
                          61,337
                          
                          
                          
                          58,537Capital
      in excess of par value
                          
                          
                          4,741,873
                          
                          
                          
                          4,697,173Accumulated
      other comprehensive income
                          
                          
                          (3,356
                          )
                          
                          
                          495,283Deficit
      accumulated during the development stage
                          
                          
                          (4,725,772
                          )
                          
                          
                          (4,111,478
                          )Total
      Stockholders' Equity
                          
                          
                          74,082
                          
                          
                          
                          1,139,515TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                          
                          $
                          101,951
                          
                          
                          $
                          1,566,980
 3
 Table of Contents
  TURNER
      VALLEY OIL & GAS, INC.(A
      Development Stage Company)Consolidated
      Statements of Operations and Comprehensive Income/(Loss)For
      theYear
      EndedDecember
      31,
                        
                        
                        FromInception
      onApril 21,
      1999ThroughDecember
      31,2007
                        
                        
                        2006
                        
                        
                        2007REVENUERoyalties
      received
                        
                        $
                        4,165
                        
                        
                        $
                        9,813
                        
                        
                        $
                        25,039EXPENSESCost
      of production
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        51,753Depletion
                        
                        
                        10,000
                        
                        
                        
                        10,000
                        
                        
                        
                        30,767Abandonment
      of natural gas and oil property
                        
                        
                        525,544
                        
                        
                        
                        -
                        
                        
                        
                        525,544General
      and administrative
                        
                        
                        248,130
                        
                        
                        
                        713,345
                        
                        
                        
                        4,943,310Total
      Expenses
                        
                        
                        783,674
                        
                        
                        
                        723,345
                        
                        
                        
                        5,551,374NET
      OPERATING LOSS
                        
                        
                        (779,509
                        )
                        
                        
                        (713,532
                        )
                        
                        
                        (5,526,335
                        )OTHER
      INCOME (EXPENSE)Gain
      on sale of investments
                        
                        
                        159,872
                        
                        
                        
                        426,295
                        
                        
                        
                        798,510Rent
      Received
                        
                        
                        5,345
                        
                        
                        
                        
                        
                        
                        
                        5,345Interest
      expense
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (3,292
                        )Total
      Other Income (Expense)
                        
                        
                        165,217
                        
                        
                        
                        426,295
                        
                        
                        
                        800,563NET
      PROFIT/(LOSS) BEFORE INCOME TAX
                        
                        $
                        (614,292
                        )
                        
                        $
                        (287,237
                        )
                        
                        $
                        (4,725,772
                        )Income
      tax
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -NET
      PROFIT/(LOSS)
                        
                        $
                        (614,292
                        )
                        
                        $
                        (287,237
                        )
                        
                        $
                        (4,725,772
                        )BASIC
      LOSS PER COMMON SHARE
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.01
                        )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDING
                        
                        
                        58,914,066
                        
                        
                        
                        55,651,737COMPREHENSIVE
      INCOME (LOSS)NET
      LOSS
                        
                        $
                        (614,292
                        )
                        
                        $
                        (287,237
                        )
                        
                        $
                        (4,725,772
                        )OTHER
      COMPREHENSIVE INCOME (LOSS)Unrealized
      Gain on Marketable Securities
                        
                        
                        (500,093
                        )
                        
                        
                        500,093
                        
                        
                        
                        (725
                        )Foreign
      Currency Translation
                        
                        
                        (1,452
                        )
                        
                        
                        -
                        
                        
                        
                        (4,085
                        )COMPREHENSIVE
      INCOME (LOSS)
                        
                        $
                        (1,115,837
                        )
                        
                        $
                        212,856
                        
                        
                        $
                        (4,730,582
                        )
 4
 Table of Contents
  Turner
      Valley Oil & Gas Corporation(A
      Development Stage Company)Statements
      of Stockholders' EquityFor
      the Year Ended December 31, 2007Shares
                                                  
                                                  
                                                  Amount
                                                  
                                                  
                                                  Additional
      Paid-in-Capital
                                                  
                                                  
                                                  Comprehensive
      Income/(Loss)
                                                  
                                                  
                                                  Retained
      Earnings
                                                  
                                                  
                                                  Subscription
      Receivable
                                                  
                                                  
                                                  TotalBalance
      at inception April 21, 1999
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  0Shares
      issued for services during 1999
                                                  
                                                  
                                                  41,080
                                                  
                                                  
                                                  
                                                  41
                                                  
                                                  
                                                  
                                                  5,094
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  5,135Shares
      issued for cash during 1999
                                                  
                                                  
                                                  16,000
                                                  
                                                  
                                                  
                                                  16
                                                  
                                                  
                                                  
                                                  99,984
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  100,000Net
      Loss for the period ended December 31, 1999
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (96,935
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (96,935
                                                  )Balance
      at December 31, 1999
                                                  
                                                  
                                                  57,080
                                                  
                                                  
                                                  
                                                  57
                                                  
                                                  
                                                  
                                                  105,078
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  (96,935
                                                  )
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  8,200Net
      Loss for the period ended December 31, 2000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (27,242
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (27,242
                                                  )Balance
      at December 31, 2000
                                                  
                                                  
                                                  57,080
                                                  
                                                  
                                                  
                                                  57
                                                  
                                                  
                                                  
                                                  105,078
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  (124,177
                                                  )
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  (19,041
                                                  )Net
      Loss for the period ended December 31, 2001
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (65,380
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (65,380
                                                  )Balance
      at December 31, 2001
                                                  
                                                  
                                                  57,080
                                                  
                                                  
                                                  
                                                  57
                                                  
                                                  
                                                  
                                                  105,078
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  (189,557
                                                  )
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  (84,420
                                                  )Shares
      issued for debt reduction during 2002
                                                  
                                                  
                                                  8,000
                                                  
                                                  
                                                  
                                                  8
                                                  
                                                  
                                                  
                                                  99,992
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  100,000Shares
      issued for services during 2002
                                                  
                                                  
                                                  2,190,150
                                                  
                                                  
                                                  
                                                  2,190
                                                  
                                                  
                                                  
                                                  1,092,885
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  1,095,075Net
      Loss for the period ended December 31, 2002
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (1,240,008
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (1,240,008
                                                  )Balance
      at December 31, 2002
                                                  
                                                  
                                                  2,255,230
                                                  
                                                  
                                                  
                                                  2,255
                                                  
                                                  
                                                  
                                                  1,297,955
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  (1,429,565
                                                  )
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  (129,352
                                                  )Shares
      issued for services at $.02 per share
                                                  
                                                  
                                                  1,500,000
                                                  
                                                  
                                                  
                                                  1,500
                                                  
                                                  
                                                  
                                                  298,500
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  300,000Rounding
      of shares from reverse split
                                                  
                                                  
                                                  2,000
                                                  
                                                  
                                                  
                                                  2
                                                  
                                                  
                                                  
                                                  (2
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  0Shares
      issued for accounts payable at $.05 Per share
                                                  
                                                  
                                                  8,000,000
                                                  
                                                  
                                                  
                                                  8,000
                                                  
                                                  
                                                  
                                                  392,000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  400,000Shares
      issued for services at $.015 per share
                                                  
                                                  
                                                  31,729,200
                                                  
                                                  
                                                  
                                                  31,729
                                                  
                                                  
                                                  
                                                  444,209
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  475,938Shares
      issued for services at $.015 per share
                                                  
                                                  
                                                  9,487,504
                                                  
                                                  
                                                  
                                                  9,488
                                                  
                                                  
                                                  
                                                  132,825
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  142,313Shares
      issued pursuant to S-8 registration at $.05 per share
                                                  
                                                  
                                                  2,000,000
                                                  
                                                  
                                                  
                                                  2,000
                                                  
                                                  
                                                  
                                                  98,000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  100,000Shares
      issued pursuant to S-8 registration at $.05 per share
                                                  
                                                  
                                                  650,000
                                                  
                                                  
                                                  
                                                  650
                                                  
                                                  
                                                  
                                                  31,850
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  32,500Cancellation
      of Common Stock
                                                  
                                                  
                                                  (16,691,520
                                                  )
                                                  
                                                  
                                                  (16,692
                                                  )
                                                  
                                                  
                                                  (220,459
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (237,150
                                                  )Shares
      issued for cash at $.05 per share
                                                  
                                                  
                                                  3,000,000
                                                  
                                                  
                                                  
                                                  3,000
                                                  
                                                  
                                                  
                                                  147,000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  150,000Shares
      issued for cash at $.30 per share
                                                  
                                                  
                                                  100,000
                                                  
                                                  
                                                  
                                                  100
                                                  
                                                  
                                                  
                                                  29,900
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  30,000Shares
      issued for cash at $.35 per share
                                                  
                                                  
                                                  528,570
                                                  
                                                  
                                                  
                                                  529
                                                  
                                                  
                                                  
                                                  184,471
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  185,000Foreign
      Currency Translation
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (1,718
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (1,718
                                                  )Net
      Loss for the period ended December 31, 2003
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (1,137,760
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (1,137,760
                                                  )Balance
      at December 31, 2003
                                                  
                                                  
                                                  42,560,984
                                                  
                                                  
                                                  
                                                  42,561
                                                  
                                                  
                                                  
                                                  2,836,249
                                                  
                                                  
                                                  
                                                  (1,718
                                                  )
                                                  
                                                  
                                                  (2,567,325
                                                  )
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  309,771Shares
      issued pursuant to S-8 registration at $.20 per share
                                                  
                                                  
                                                  932,500
                                                  
                                                  
                                                  
                                                  933
                                                  
                                                  
                                                  
                                                  185,567
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  186,500Shares
      issued pursuant to S-8 registration at $.08 per share
                                                  
                                                  
                                                  1,597,500
                                                  
                                                  
                                                  
                                                  1,598
                                                  
                                                  
                                                  
                                                  126,202
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  127,800Shares
      issued pursuant to S-8 registration at
      $.08 per share
                                                  
                                                  
                                                  1,000,000
                                                  
                                                  
                                                  
                                                  1,000
                                                  
                                                  
                                                  
                                                  79,000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  80,000Shares
      issued pursuant to S-8 registration at $.11 per share
                                                  
                                                  
                                                  85,000
                                                  
                                                  
                                                  
                                                  85
                                                  
                                                  
                                                  
                                                  9,265
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  9,3509/30/2004Shares
      issued pursuant to S-8 registration at $.20 per share
                                                  
                                                  
                                                  1,385,000
                                                  
                                                  
                                                  
                                                  1,385
                                                  
                                                  
                                                  
                                                  275,615
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  277,000Shares
      issued for Cash at $.05 per share
                                                  
                                                  
                                                  975,000
                                                  
                                                  
                                                  
                                                  975
                                                  
                                                  
                                                  
                                                  47,775
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  48,750Subscription
      Recievable
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (48,750
                                                  )
                                                  
                                                  
                                                  (48,750
                                                  )Foreign
      Currency Translation
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (2,367
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (2,367
                                                  )Net
      Loss for the period ended December 31, 2004
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  (784,001
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (784,001
                                                  )Balance
      at December 31, 2004
                                                  
                                                  
                                                  48,535,984
                                                  
                                                  
                                                  
                                                  48,537
                                                  
                                                  
                                                  
                                                  3,559,673
                                                  
                                                  
                                                  
                                                  (4,085
                                                  )
                                                  
                                                  
                                                  (3,351,325
                                                  )
                                                  
                                                  
                                                  (48,750
                                                  )
                                                  
                                                  
                                                  204,052Shares
      issued pursuant to S-8 registration at $.13 per share
                                                  
                                                  
                                                  2,850,000
                                                  
                                                  
                                                  
                                                  2,850
                                                  
                                                  
                                                  
                                                  367,650
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  370,500Shares
      issued pursuant to S-8 registration at $.13 per share
                                                  
                                                  
                                                  2,000,000
                                                  
                                                  
                                                  
                                                  2,000
                                                  
                                                  
                                                  
                                                  258,000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  260,000Foreign
      Currency Translation
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (725
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (725
                                                  )Subscription
      Recievable
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  48,750
                                                  
                                                  
                                                  
                                                  48,750Net
      Loss for the period ended December 31, 2005
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (472,917
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (472,917
                                                  )Balance
      at January 1, 2006
                                                  
                                                  
                                                  53,385,984
                                                  
                                                  
                                                  
                                                  53,387
                                                  
                                                  
                                                  
                                                  4,185,323
                                                  
                                                  
                                                  
                                                  (4,810
                                                  )
                                                  
                                                  
                                                  (3,824,242
                                                  )
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  409,660Shares
      issued pursuant to S-8 registration at $.13 per share
                                                  
                                                  
                                                  2,000,000
                                                  
                                                  
                                                  
                                                  2,000
                                                  
                                                  
                                                  
                                                  258,000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  260,000Shares
      issued pursuant to S-8 registration at $.08 per share
                                                  
                                                  
                                                  1,600,000
                                                  
                                                  
                                                  
                                                  1,600
                                                  
                                                  
                                                  
                                                  126400
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  128,000Shares
      issued pursuant to S-8 registration at $.08 per share
                                                  
                                                  
                                                  1,450,000
                                                  
                                                  
                                                  
                                                  1,450
                                                  
                                                  
                                                  
                                                  114,550
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  116,000Shares
      issued under Rule 144 at $0.13 per share
                                                  
                                                  
                                                  100,000
                                                  
                                                  
                                                  
                                                  100
                                                  
                                                  
                                                  
                                                  12,900
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  13,000Revaluation
      of available for sale investments Unrealized gain
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  500,093
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  500,093Net
      Income for the year ended December 31, 2006
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (287,238
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (287,238
                                                  )Balance
      as at December 31, 2006
                                                  
                                                  
                                                  58,535,984
                                                  
                                                  
                                                  
                                                  58,537
                                                  
                                                  
                                                  
                                                  4,697,173
                                                  
                                                  
                                                  
                                                  495,283
                                                  
                                                  
                                                  
                                                  (4,111,480
                                                  )
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  1,139,515Realization
      of unrealized gains on investments
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (500,093
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (500,093
                                                  )Foreign
      currency transalation
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  1,452
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  1,452Issuance
      of S-8 stock for services at $0.01
                                                  
                                                  
                                                  1,500,000
                                                  
                                                  
                                                  
                                                  1,500
                                                  
                                                  
                                                  
                                                  13,500
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  15,000Issuance
      of S-8 stock for services at $0.025
                                                  
                                                  
                                                  1,300,000
                                                  
                                                  
                                                  
                                                  1,300
                                                  
                                                  
                                                  
                                                  31,200
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  32,500Net
      Income/(loss) for the year ended December 31, 2007
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (614,292
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (614,292
                                                  )Balance
      as at December 31, 2007
                                                  
                                                  
                                                  61,335,984
                                                  
                                                  
                                                  
                                                  61,337
                                                  
                                                  
                                                  
                                                  4,741,873
                                                  
                                                  
                                                  
                                                  (3,358
                                                  )
                                                  
                                                  
                                                  (4,725,772
                                                  )
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  74,082
 5
 Table of Contents
  TURNER
      VALLEY OIL & GAS, INC.(A
      Development Stage Company)Consolidated
      Statements of Cash FlowsYear
      EndedDecember
      31,
                            
                            
                            FromInception
      onApril 21,
      1999ThroughDecember
      31,2007
                            
                            
                            2006
                            
                            
                            2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income/(Loss)
                            
                            $
                            (614,292
                            )
                            
                            $
                            (287,234
                            )
                            
                            $
                            (4,725,772
                            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depletion
                            
                            
                            10,000
                            
                            
                            
                            10,000
                            
                            
                            
                            30,767Loss
      on abandonment of property
                            
                            
                            525,544
                            
                            
                            
                            -
                            
                            
                            
                            551,025Gain
      on sale of Investment
                            
                            
                            (159,872
                            )
                            
                            
                            (436,388
                            )
                            
                            
                            (834,085
                            )Common
      stock issued for services rendered
                            
                            
                            47,500
                            
                            
                            
                            517,000
                            
                            
                            
                            4,289,460Change
      in Comprehensive Income
                            
                            
                            1,274
                            
                            
                            
                            
                            
                            
                            
                            1,274Non-cash
      Effect from Foreign Currency Translation
                            
                            
                            (1,453
                            )
                            
                            
                            725
                            
                            
                            
                            (4,085
                            )Non-cash
      effect of revaluing Marketable Securities
                            
                            
                            -Changes
      in operating assets and liabilities:Increase
      (Decrease) in bank Overdraft
                            
                            
                            (3,397
                            )
                            
                            
                            3,397
                            
                            
                            
                            -Increase
      (Decrease) in accounts receivable
                            
                            
                            843
                            
                            
                            
                            (6,364
                            )
                            
                            
                            (719
                            )Increase
      (Decrease) in accounts payable - related Party
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            23,659Increase
      in accounts payable and accrued expenses
                            
                            
                            3,981
                            
                            
                            
                            (5,550
                            )
                            
                            
                            295,590Net
      Cash Used in Operating Activities
                            
                            
                            (189,872
                            )
                            
                            
                            (204,414
                            )
                            
                            
                            (372,886
                            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Proceeds
      from sale of investments
                            
                            
                            265,560
                            
                            
                            
                            487,058
                            
                            
                            
                            1,073,082Investing
      in new Oil & Gas working interests
                            
                            
                            -
                            
                            
                            
                            (361,492
                            )
                            
                            
                            (825,544
                            )Expenditures
      for oil and gas property development
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (312,714
                            )Net
      Cash Used in Investing Activities
                            
                            
                            265,560
                            
                            
                            
                            125,566
                            
                            
                            
                            (65,176
                            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of common stock
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            465,000Receipt
      of subscription receivable
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            48,750Net
      Cash Provided by Financing Activities
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            513,750NET
      INCREASE (DECREASE) IN CASH
                            
                            
                            75,688
                            
                            
                            
                            (78,848
                            )
                            
                            
                            75,688CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                            
                            
                            -
                            
                            
                            
                            78,848
                            
                            
                            
                            -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                            
                            $
                            75,688
                            
                            
                            $
                            -
                            
                            
                            $
                            75,688SUPPLEMENTAL
      CASH FLOW INFORMATIONCASH
      PAID FOR:Interest
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Income
      taxes
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -NON-CASH
      FINANCING ACTIVITIESCommon
      stock issued for services rendered
                            
                            $
                            47,500
                            
                            
                            $
                            260,000
                            
                            
                            $
                            3,756,960Common
      stock issued for retirement of payables
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            532,500Transfer
      of working Interest for payment of Debt
                            
                            $
                            (400,000
                            )
                            
                            $
                            400,000
                            
                            
                            $
                            -
 
  6
 Table of Contents
    TURNER
VALLEY OIL & GAS CORPORATION
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2007 and 2006
 
 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
 
 Revenue
Recognition
 
 Revenue
from sales of crude oil, natural gas and refined petroleum products are recorded
when deliveries have occurred and legal ownership of the commodity transfers to
the customers.  Title transfers for crude oil, natural gas and bulk
refined products generally occur at pipeline custody points or when a tanker
lifting has occurred.  Revenues from the production of oil and natural
gas properties in which the Company shares an undivided interest with other
producers are recognized based on the actual volumes sold by the Company during
the period.  Gas imbalances occur when the Company’s actual sales
differ from its entitlement under existing working interests.  The
Company records a liability for gas imbalances when it has sold more than its
working interest of gas production and the estimated remaining reserves make it
doubtful that the partners can recoup their share of production from the field.
At December 31, 2007 and 2006, the Company had no overproduced
imbalances.
 
 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,
2007 and 2006 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.  The Company does not currently
antipate any material capital expenditures in the development of its proved
reserves.  During the year ended December 31, 2007 and 2006, the
Company recorded depletion of $10,000 and $10,000 on its property,
respectively.
  7
 Table of Contents
  Environmental
Protection and Reclamation Costs
 
 The
operations of the Company have been, and may be in the future be affected from
time to time in varying degrees by changes in environmental regulations,
including those for future removal and site restorations costs.  Both
the likelihood of new regulations and their overall effect upon the Company may
vary from region to region and are not predictable.
 
 The
Company’s policy is to meet or, if possible, surpass standards set by relevant
legislation, by application of technically proven and economically feasible
measures.  Environmental expenditures that relate to ongoing
environmental and reclamation programs will be charged against statements of
operations as incurred or capitalized and amortized depending upon their future
economic benefits.  The Company does not currently anticipate any
material capital expenditures for environmental control facilities because all
property holdings are at early stages of exploration.  Therefore,
estimated future removal and site restoration costs are presently considered
minimal.
 
 Asset
Retirement Obligations
 
 The
Company has adopted Statement of Financial Accounting Standards No. 143 (“SFAS
143”), “Accounting for Asset Retirement Obligations”, which requires that asset
retirement obligations (“ARO”) associated with the retirement of a tangible
long-lived asset, including natural gas and oil properties, be recognized as
liabilities in the period in which it is incurred and becomes determinable, with
an offsetting increase in the carrying amount of the associated assets. The cost
of tangible long-lived assets, including the initially recognized ARO, is
depleted, such that the cost of the ARO is recognized over the useful life of
the assets. The ARO is recorded at fair value, and accretion expense is
recognized over time as the discounted cash flows are accreted to the expected
settlement value. The fair value of the ARO is measured using expected future
cash flow, discounted at the Company’s credit-adjusted risk-free interest
rate.
 
 C.  Basis of
Consolidation
 
 The
consolidated financial statements include the accounts of Turner Valley Oil
& Gas Corporation and T.V. Oil & Gas Canada Limited.  All
significant inter-company accounts and transactions have been eliminated in the
consolidation.
  8
 Table of Contents
  TURNER
VALLEY OIL & GAS CORPORATION
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2007 and 2006
 
 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.  The Company has no stock equivalents outstanding as at
December 31, 2007, and hence the basic and diluted loss per share is the
same.
 
 Income
      (Loss)
                                  
                                  
                                  Shares
                                  
                                  
                                  Per-Share(Numerator)
                                  
                                  
                                  (Denominator)
                                  
                                  
                                  AmountFor
      the year ended December 31, 2007:Basic
      & Diluted EPS Income (loss) to common
stockholders
                                  
                                  $
                                  (614,292
                                  )
                                  
                                  
                                  58,914,066
                                  
                                  
                                  $
                                  (0.01
                                  )For
      the year ended December 31, 2006:Basic
      & Diluted EPS Income (loss) to common
stockholders
                                  
                                  $
                                  (287,237
                                  )
                                  
                                  
                                  55,651,737
                                  
                                  
                                  $
                                  (0.01
                                  )
 
 
 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.
  9
 Table of Contents
  TURNER
VALLEY OIL & GAS CORPORATION
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2007 and 2006
  NOTE
1  - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 F.  Income Taxes
(continued)
 
 December
      31,
                      
                      
                      December
      31,2007
                      
                      
                      2006Deferred
      tax assets:Net
      operation loss carry-forwards
                      
                      $
                      4,725,722
                      
                      
                      $
                      3,612,110Total
      Deferred Tax Assets
                      
                      
                      1,606,745
                      
                      
                      
                      1,228,123Valuation
      allowance for deferred tax assets
                      
                      
                      (1,606,745
                      )
                      
                      
                      (1,228,123
                      )$
                      -
                      
                      
                      $
                      -
   At
December 31, 2007, the Company has net operating losses of $4,725,722 which
begin to expire in 2020.
 
 The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the years ended December 31, 2007 and 2006 due to
the following:
 
 2007
                    
                    
                    2006Book
      loss from operations
                    
                    $
                    154,248
                    
                    
                    $
                    72,125Common
      stock issued for services
                    
                    
                    47,500
                    
                    
                    
                    175,780Valuation
      allowance
                    
                    
                    (201,748
                    )
                    
                    
                    (247,905
                    )$
                    -
                    
                    
                    $
                    -
 
 
 G.  Use of
estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles re-quires 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.
 
 
  10
 Table of Contents
  TURNER
VALLEY OIL & GAS CORPORATION
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2007 and 2006
 
 NOTE
1  - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 H.  New Technical
Pronouncements
 
 In
February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities”,
which permits an entity to measure certain financial assets and financial
liabilities at fair value. The objective of SFAS No. 159 is to improve financial
reporting by allowing entities to mitigate volatility in reported earnings
caused by the measurement of related assets and liabilities using different
attributes, without having to apply complex hedge accounting provisions. Under
SFAS No. 159, entities that elect the fair value option (by instrument) will
report unrealized gains and losses in earnings at each subsequent reporting
date. The fair value option election is irrevocable, unless a new election date
occurs. SFAS No. 159 establishes presentation and disclosure requirements to
help financial statement users understand the effect of the entity's election on
its earnings, but does not eliminate disclosure requirements of other accounting
standards. Assets and liabilities that are measured at fair value must be
displayed on the face of the balance sheet.  This statement is
effective beginning January 1, 2008 and the Company is evaluating this
pronouncement.
 
 On
December 4, 2007 the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements - An Amendment of ARB No. 51. SFAS 160
establishes new accounting and reporting standards for the non-controlling
interest in a subsidiary and for the deconsolidation of a subsidiary.
Specifically, this statement requires the recognition of a non-controlling
interest (minority interest) as equity in the consolidated financial statements
and separate from the parent's equity. The amount of net income attributable to
the non-controlling interest will be included in consolidated net income on the
face of the income statement. SFAS 160 clarifies that changes in a parent's
ownership interest in a subsidiary that do not result in deconsolidation are
equity transactions if the parent retains its controlling financial interest. In
addition, this statement requires that a parent recognize a gain or loss in net
income when a subsidiary is deconsolidated. Such gain or loss will be measured
using the fair value of the non-controlling equity investment on the
deconsolidation date. SFAS 160 also includes expanded disclosure requirements
regarding the interests of the parent and its non-controlling interest. SFAS 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Earlier adoption is prohibited. We do
not expect the adoption of SFAS 160 will have an effect on our financial
statements.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised), Business Combinations.
This revision statements objective is to improve the relevance, representational
faithfulness, and comparability of the information that a reporting entity
provides in its effects on recognizing identifiable assets and measuring
goodwill. The adoption of SFAS 141 (revised) did not have an impact on the
Company’s financial statements.
  11
 Table of Contents
  TURNER
VALLEY OIL & GAS CORPORATION
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2007 and 2006
 
 NOTE
1  - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
  I. Financial
Instruments
 
 The
recorded amounts of financial instruments, including cash equivalents, accounts
receivable, accounts payable and short term notes approximate their market
values as of December 31, 2007 and 2006.  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. 144, 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.
 12
 Table of Contents
  TURNER
VALLEY OIL & GAS CORPORATION
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2007 and 2006
 
 NOTE
1  - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 L. Accounts
Receivable
 
 2007
                                
                                
                                2007Accounts
      Receivable
                                
                                $
                                8,088
                                
                                
                                $
                                8,911Less:  Allowance
      for Doubtful Debts
                                
                                
                                -
                                
                                
                                
                                -Net
      Accounts Receivable
                                
                                $
                                8,088
                                
                                
                                $
                                8,891
   Management
reviews its accounts receivable on a regular basis. If an account has a balance
which is six months old, it is the policy of the company to record an allowance
for doubtful accounts. The Company will continue to pursue all collection
efforts. If at a later date, the account is deemed uncollectible, the account
balance will be written off.
 
 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 and 2004 is $10,767, respectively. During the year ended
December 31, 2005, the Company entered into farm-out agreement with Odin Capital
for the Strachan Leduc formation.  The costs recorded for the year
ended December 31, 2005 are $164,054.  The remaining properties
recorded at $192,700 was sold for common stock in Win Energy, see Note
5.
  13
 Table of Contents
  During
the year the Company determined that its working interest in the Strachan-Leduc
region had no economic hydrocarbons and hence impaired its
holding.  The amount was moved to the proved property pool for
amortization.  Subsequent to the full cost ceiling test, the Company
recorded an impairment charge of $525,544 for the year ended December 31,
2007.
 
 During
the year the Company disposed of its holding in the Mississippi project for
forgiveness of the amount owing of $400,000.
  14
 Table of Contents
  TURNER
VALLEY OIL & GAS CORPORATION
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2007 and 2006
 
 NOTE
4  - STOCK
TRANSACTIONS
 
 During
2007, the Company issued 2,800,000 shares pursuant to an S-8 Registration
Statement.  These shares were issued for services totaling
$47,500.
 
 During
2006, the Company issued 5,050,000 shares pursuant to an S-8 registration
Statement and 100,000 shares under rule 144.  These shares were issued
for services totaling $517,000.
 
 During
2005, the Company issued 4,800,000 shares pursuant to an S-8 Registration
Statement.  These shares were issued for services totaling
$630,000.
  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.
 
 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.
 
 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.
  15
 Table of Contents
  TURNER
VALLEY OIL & GAS CORPORATION
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2007 and 2006
 
 NOTE
5  - INVESTMENTS
AND SALE OF OILS & GAS PROPERTIES
 
 Pursuant
to SFAS 115 “Accounting for Certain Investments in Debt and Equity Securities”
management determines the appropriate classification of investment securities at
the time they are acquired and evaluates the appropriateness of such
classification at each balance sheet date. The classification of those
securities and the related accounting policies are as follows:
 
 Available-for-sale-securities:
Available-for-sale securities consist of marketable equity securities not
classified as trading securities.  Available-for-sale securities are stated
at fair value, and unrealized holding gains and losses, net of the related
deferred tax effect, are reported as a separate component of stockholders'
equity.
 
 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.
 
 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
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.
 
 During
2006, WIN Energy listed its shares on the Toronto Stock Exchange.  The
Company sold 253,029 shares of its investment in WIN Energy realizing a gain of
$436,388 at a various prices.  The Company re-valued its investment at
an open market price of $0.87, creating an unrealized gain of $500,093 at
December 31, 2006.
 
 During
2007, the Company sold the remainder of its investment in WIN Energy realizing a
gain of $159,872 after receiving gross proceeds of
$265,560.  Following the disposition of shares, the Company removed
its unrealized gain of $500,093 from Comprehensive Income.
 
 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.
  16
 Table of Contents
  TURNER
VALLEY OIL & GAS CORPORATION
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2007 and 2006
 
 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 31,2007
                          
                          
                          2006Balance,
      beginning of year
                          
                          $
                          495,283
                          
                          
                          $
                          (4,810
                          )Unrealized
      gain on marketable securities
                          
                          $
                          (500,093
                          )
                          
                          $
                          500,093Effect
      of currency exchange rate changes
                          
                          
                          1,453Balance,
      end of year
                          
                          $
                          3,356
                          
                          
                          $
                          495,283
 
 
 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 Chairman Christopher Paton-Gay
was the Chairman of Win Energy.
 
 The
Company’s Chairman has advanced funds to the Company as needed to cover
operating costs. The Advances are non-interest bearing and due on demand. The
detail to such advances is as follows:
 
 December 31,Note
      payable
                    
                    2007
                    
                    
                    2006Balance,
      beginning of year
                    
                    $
                    23,658
                    
                    
                    $
                    23,658Advances
      received
                    
                    $
                    0
                    
                    
                    $
                    0Effect
      of currency exchange rate changes
                    
                    $
                    0
                    
                    
                    $
                    0Balance,
      end of year
                    
                    $
                    23,658
                    
                    
                    $
                    23,658
   NOTE
8  - LEASE
COMMITMENTS
 
 The
Company entered into a lease for its premises on February 17th,
2006.  The term is for 42 months ending September 30,
2009.  The lease commitments are as follows;
 
 Year
      ended December 31, 2008
                    
                    $
                    40,338Year
      ended December 31, 2009
                    
                    $
                    30,254
 17
 Table of Contents
 TURNER
VALLEY OIL & GAS CORPORATION
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2007 and 2006
 
 S.F.A.S.
69  SUPPLEMENTAL DISCLOSURES
 
 
 (1)
                Capitalized
      Costs Relating to Oil and Gas Producing Activities
 
 December 31,2007
                    
                    
                    2006Proved
      oil and gas producing properties and related lease and well
      equipment
                    
                    $
                    48,942
                    
                    
                    $
                    48,942Accumulated
      depreciation and depletion
                    
                    
                    (30,767
                    )
                    
                    
                    (20,767
                    )Net
      Capitalized Costs
                    
                    $
                    18,175
                    
                    
                    $
                    28,175
   (2)
                Costs
      Incurred in Oil and Gas Property Acquisition, Exploration, and Development
      Activities
 
 
 For
      the Years EndedDecember 31,2007
                      
                      
                      2006Acquisition
      of PropertiesProved
                      
                      $
                      -
                      
                      
                      $
                      -Unproved
                      
                      
                      -
                      
                      
                      
                      264,054Exploration
      Costs
                      
                      
                      -
                      
                      
                      
                      -Development
      Costs
                      
                      
                      -
                      
                      
                      
                      661,490Total
      Costs Incurred
                      
                      $
                      -
                      
                      
                      $
                      925,544
 
 
 The
Company does not have any investments accounted for by the equity
method.
 
 (3)
                Results
      of Operations for Producing Activities
 
 For
      the Years EndedDecember 31,2007
                    
                    
                    2006Sales
                    
                    $
                    4,165
                    
                    
                    $
                    9,813Production
      costs
                    
                    
                    0
                    
                    
                    
                    0Depreciation
      and depletion
                    
                    
                    (10,000
                    )
                    
                    
                    (10,000
                    )Results
      of operations for producing activities (excluding corporate overhead and
      interest costs)
                    
                    $
                    (5,835
                    )
                    
                    $
                    (187
                    )
  18
 Table of Contents
 
 TURNER
VALLEY OIL & GAS CORPORATION
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2007 and 2006
 
 S.F.A.S.
69  SUPPLEMENTAL DISCLOSURES (Continued)
 
 
 (4)
                Reserve
      Quantity Information
 
 Oil
                          
                          
                          GasBBL
                          
                          
                          MMCFProved
      developed and undeveloped reserves:Balance,
      December 31, 2006
                          
                          
                          -
                          
                          
                          
                          3.68Change
      in estimates
                          
                          
                          -
                          
                          
                          
                          -Production
                          
                          
                          -
                          
                          
                          
                          .99Balance,
      December 31, 2007
                          
                          
                          -
                          
                          
                          
                          2.69Proved
      developed reserves:
                          
                          Oil
                          
                          
                          GasBBL
                          
                          
                          MMCFBeginning
      of the year ended December 31, 2006
                          
                          
                          -
                          
                          
                          
                          3.68End
      of the year ended December 31, 2007
                          
                          
                          -
                          
                          
                          
                          2.69
 
 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.
 
 The
following information has been developed utilizing procedures prescribed by SFAS
69 "Disclosures About Oil and Gas Producing Activities" and based on crude oil
and natural gas reserves and production volumes estimated by the Company. It may
be useful for certain comparison purposes, but should not be solely relied upon
in evaluating the Company or its performance. Further, information contained in
the following table should not be considered as representative or realistic
assessments of future cash flows, nor should the Standardized Measure of
Discounted Future Net Cash Flows be viewed as representative of the current
value of the Company.
 
 Future
cash inflows were computed by applying year-end prices of oil and gas to the
estimated future production of proved oil and gas reserves. The future
production and development costs represent the estimated future expenditures
(based on current costs) to be incurred in developing and producing the proved
reserves, assuming continuation of existing economic conditions. Future income
tax expenses were computed by applying statutory income tax rates to the
difference between pre-tax net cash flows relating to our proved oil and gas
reserves and the tax basis of proved oil and gas properties and available net
operating loss carry forwards. Discounting the future net cash inflows at 10% is
a method to measure the impact of the time value of money.
  19
 Table of Contents
 
 December 31,
      2008
                                            
                                            
                                            December 31,
      2007Future
      Cash inflows
                                            
                                            
                                            6,851
                                            
                                            
                                            
                                            7,207Future
      production costs
                                            
                                            
                                            (2,740
                                            )
                                            
                                            
                                            (2,883
                                            )Future
      development costs
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Future
      income tax expense
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Future
      cash flows
                                            
                                            
                                            4,111
                                            
                                            
                                            
                                            4,32410%
      annual discount for estimated timing of cash flows
                                            
                                            
                                            (412
                                            )
                                            
                                            
                                            (432
                                            )Standardized
      measure of discounted future next cash
                                            
                                            $
                                            3,699
                                            
                                            
                                            $
                                            3,892