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| **Delaware**                                                                  | **20-0715816**                                   |
|-------------------------------------------------------------------------------|--------------------------------------------------|
| (State                or other jurisdiction of incorporation or organization) | (IRS                Employer Identification No.) |

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**TOT      ENERGY, INC. **

**Form      10-Q**

**For      the Quarter Ended June 30, 2008**

**INDEX      **

|                   |                                                                                                                                                                                                                                                   | Page   |
|------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                   |                                                                                                                                                                                                                                                   | No.    |
|                   | PART                I — FINANCIAL INFORMATION                                                                                                                                                                                                    |   |
|                   |                                                                                                                                                                                                                                                   |   |
| Item                1. | Financial                Statements                                                                                                                                                                                                                    |   |
|                   |                                                                                                                                                                                                                                                   |   |
|                   | CONDENSED                UNAUDITED BALANCE SHEETS – AS OF JUNE 30, 2008 AND March 31,                2008.                                                                                                                                  | 3      |
|                   |                                                                                                                                                                                                                                                   |   |
|                   | CONDENSED                UNAUDITED STATEMENTS OF OPERATIONS - FOR THE THREE MONTHS ENDED JUNE                30,                2008 AND 2007 AND FOR THE PERIOD FROM INCEPTION (OCTOBER 28, 2003)                THROUGH                JUNE 30, 2008 | 4      |
|                   |                                                                                                                                                                                                                                                   |   |
|                   | CONDENSED                UNAUDITED STATEMENTS OF CASH FLOWS - FOR THE THREE MONTHS ENDED JUNE                30,                2008 AND 2007 AND FOR THE PERIOD FROM INCEPTION (OCTOBER 28, 2003)                THROUGH                JUNE 30, 2008 | 5      |
|                   |                                                                                                                                                                                                                                                   |   |
|                   | Notes                to Condensed Unaudited Financial Statements                                                                                                                                                                                       | 6      |
|                   |                                                                                                                                                                                                                                                   |   |
| Item                2. | Management’s                Discussion and Analysis or Plan of Operation.                                                                                                                                                                        | 11     |
|                   |                                                                                                                                                                                                                                                   |   |
| Item                3. | Controls                and Procedures                                                                                                                                                                                                                 | 12     |
|                   |                                                                                                                                                                                                                                                   |   |
|                   | PART                II — OTHER INFORMATION                                                                                                                                                                                                       |   |
|                   |                                                                                                                                                                                                                                                   |   |
| Item                1. | Legal                Proceedings                                                                                                                                                                                                                       | 12     |
|                   |                                                                                                                                                                                                                                                   |   |
| Item                6. | Exhibits                                                                                                                                                                                                                                               | 13     |
|                   |                                                                                                                                                                                                                                                   |   |
|                   | Signatures                                                                                                                                                                                                                                             | 14     |

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|                                                                                                                                                                                     |   |                                   |       |                    |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------|------------|-------------------------|--------|
|                                                                                                                                                                                     |   | March 31,                    2008 |       | June 30, 2008 |   |
| **ASSETS**                                                                                                                                                                               |   |                                   |       |                    |   |   |   |
| Current                  assets                                                                                                                                                          |   |                                   |       |                    |   |   |   |
| Cash                                                                                                                                                                                     |   | $                                      | 88,007     |                    | $      | - |   |
| Prepaid                  expenses and other                                                                                                                                              |   |                                   | 20,500     |                    |   | 12,587 |   |
| Total                  current assets                                                                                                                                                    |   |                                   | 108,507    |                    |   | 12,587 |   |
| Property                  and equipment, net                                                                                                                                             |   |                                   | -          |                    |   | - |   |
| Deposits                                                                                                                                                                                 |   |                                   | -          |                    |   | 500 |   |
| Accounting                  software license                                                                                                                                             |   |                                   | 1,197      |                    |   | - |   |
| Total                  assets                                                                                                                                                            |   | $                                      | 109,704    |                    | $      | 13,087 |   |
|                                                                                                                                                                                     |   |                                   |       |                    |   |   |   |
| **LIABILITIES                  AND STOCKHOLDERS' DEFICIENCY IN ASSETS**                                                                                                                  |   |                                   |       |                    |   |   |   |
| Current                  liabilities                                                                                                                                                     |   |                                   |       |                    |   |   |   |
| Accounts                  payable                                                                                                                                                        |   |                                   | 15,193     |                    |   | 5,250 |   |
| Accrued                  expenses                                                                                                                                                        |   |                                   | 32,641     |                    |   | 127,430 |   |
| Due                  to related parties                                                                                                                                                  |   |                                   | 500,000    |                    |   | 621,824 |   |
| Total                  liabilities                                                                                                                                                       |   |                                   | 547,834    |                    |   | 754,504 |   |
|                                                                                                                                                                                     |   |                                   |       |                    |   |   |   |
| **COMMITMENTS                  AND CONTINGENCIES**                                                                                                                                       |   |                                   |       |                    |   |   |   |
|                                                                                                                                                                                     |   |                                   |       |                    |   |   |   |
| **STOCKHOLDERS'                  DEFICIENCY IN ASSETS**                                                                                                                                  |   |                                   |       |                    |   |   |   |
| Preferred                  stock ($.001 par value, 100,000,000 shares authorized                  and no shares issued and outstanding)                                             |   |                                   | -          |                    |   | - |   |
| Common                  stock ($.001 par value, 400,000,000 shares authorized                  and 100,757,773 and 214,507,773 shares issued                  and outstanding) |   |                                   | 214,508    |                    |   | 214,508 |   |
| Treasury                  stock, at cost; 250,000 shares                                                                                                                                 |   |                                   | (62,500    | )                       |   | (62,500 | ) |
| Paid                  in capital                                                                                                                                                         |   |                                   | 5,115,356  |                    |   | 5,115,356 |   |
| Accumulated                  deficit                                                                                                                                                     |   |                                   | (5,705,494 | )                       |   | (6,008,781 | ) |
| Total                  stockholders' deficiency in assets                                                                                                                                |   |                                   | (438,130   | )                       |   | (741,417 | ) |
| Total                  liabilities and stockholders' deficiency in assets                                                                                                                |   | $                                      | 109,704    |                    | $      | 13,087 |   |

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|                                                                    |   |                           |        |                           |   | Cumulative                          |   |
|-------------------------------------------------------------------------|--------|--------------------------------|-------------|--------------------------------|--------|-------------------------------------|--------|
|                                                                    |   |                           |        |                           |   | From                  Inception     |   |
|                                                                    |   | Three                  Months  |        | Three                  Months  |   | (October                  28, 2003) |   |
|                                                                    |   | Ended                          |        | Ended                          |   | Through                             |   |
|                                                                    |   | June                  30, 2007 |        | June                  30, 2008 |   | June                  30, 2008      |   |
| Net                  sales                                              |   | $                              | 98          |                           | $      | -                                   |   | $ | 3,911 |   |
| Operating                  Expenses                                     |   |                           |        |                           |   |                                |   |   |   |   |
| Sales                  and marketing                                    |   |                           | -           |                           |   | -                                   |   |   | 561,296 |   |
| General                  and administrative                             |   |                           | 32,210      |                           |   | 303,287                             |   |   | 4,103,832 |   |
| Research                  and development                               |   |                           | -           |                           |   | -                                   |   |   | 1,984,516 |   |
| Total                  operating expenses                               |   |                           | 32,210      |                           |   | 303,287                             |   |   | 6,649,644 |   |
| Cost                  of merger and registration                        |   |                           | -           |                           |   | -                                   |   |   | 512,321 |   |
| Loss                  from operations                                   |   |                           | (32,112     | )                              |   | (303,287                            | )      |   | (7,158,054 | ) |
| Other                  income (expense)                                 |   |                           |        |                           |   |                                |   |   |   |   |
| Other                  Income from Settlements                          |   |                           | -           |                           |   | -                                   |   |   | 735,806 |   |
| Interest                  expense, net                                  |   |                           | (41,354     | )                              |   | -                                   |   |   | (409,380 | ) |
| Loss                  before income taxes                               |   |                           | (73,466     | )                              |   | (303,287                            | )      |   | (6,831,628 | ) |
| Income                  taxes                                           |   |                           | -           |                           |   | -                                   |   |   | - |   |
| Net loss                                                           |   | $                              | (73,466     | )                              | $      | (303,287                            | )      | $ | (6,831,628 | ) |
| Net                  loss per basic and diluted share                   |   | $                              | (0.00       | )                              | $      | (0.00                               | )      |   |   |   |
| Weighted                  average shares outstanding, basic and diluted |   |                           | 100,757,770 |                           |   | 214,507,773                         |   |   |   |   |

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|                                                                                                               |   |                    |    |                    |   | Cummulative                  |   |
|--------------------------------------------------------------------------------------------------------------------|--------|-------------------------|---------|-------------------------|--------|------------------------------|--------|
|                                                                                                               |   |                    |    |                    |   | From Inception          |   |
|                                                                                                               |   | Three Months       |    | Three Months       |   | (October 28, 2003) |   |
|                                                                                                               |   | Ended                   |    | Ended                   |   | Through                      |   |
|                                                                                                               |   | June 30, 2007 |    | June 30, 2008 |   | June 30, 2008      |   |
| Cash                  flows from operating activities:                                                             |   |                    |    |                    |   |                         |   |   |   |   |
| Net                  loss                                                                                          |   | $                       | (73,466 | )                       | $      | (303,287                     | )      | $ | (6,831,628 | ) |
| Adjustments                  to reconcile net loss to net cash                  used in operating activities: |   |                    |    |                    |   |                         |   |   |   |   |
| Depreciation                  and amortization                                                                     |   |                    | -       |                    |   | 1,197                        |   |   | 71,817 |   |
| Share                  Based Compensation                                                                          |   |                    | -       |                    |   | -                            |   |   | 60,179 |   |
| Non                  cash interest expense                                                                         |   |                    | 41,354  |                    |   | -                            |   |   | 402,715 |   |
| Settlement                  of accounts payable                                                                    |   |                    | -       |                    |   | -                            |   |   | (307,651 | ) |
| Settlement                  of accrued severance                                                                   |   |                    | -       |                    |   | -                            |   |   | (260,911 | ) |
|                                                                                                               |   |                    |    |                    |   |                         |   |   |   |   |
| Changes                  in operating assets and liabilities:                                                      |   |                    |    |                    |   |                         |   |   |   |   |
| Prepaid                  expenses                                                                                  |   |                    | 5,133   |                    |   | 7,913                        |   |   | (12,587 | ) |
| Due                  to related parties                                                                            |   |                    | -       |                    |   | 121,824                      |   |   | 260,085 |   |
| Deposits                                                                                                           |   |                    | -       |                    |   | (500                         | )      |   | (500 | ) |
| Accounts                  payable                                                                                  |   |                    | -       |                    |   | (9,943                       | )      |   | 486,958 |   |
| Accrued                  expenses                                                                                  |   |                    | 4,244   |                    |   | 94,789                       |   |   | 363,521 |   |
| Total                  adjustments                                                                                 |   |                    | 50,731  |                    |   | 215,280                      |   |   | 1,063,626 |   |
| Net                  cash used in operating activities                                                             |   |                    | (22,735 | )                       |   | (88,007                      | )      |   | (5,768,002 | ) |
|                                                                                                               |   |                    |    |                    |   |                         |   |   |   |   |
| Cash                  flows from investing activities:                                                             |   |                    |    |                    |   |                         |   |   |   |   |
| Purchase                  of equipment                                                                             |   |                    | -       |                    |   | -                            |   |   | (79,429 | ) |
| Employee                  loans and advances, net                                                                  |   |                    | -       |                    |   | -                            |   |   | - |   |
| Net                  cash used in investing activities                                                             |   |                    | -       |                    |   | -                            |   |   | (79,429 | ) |
|                                                                                                               |   |                    |    |                    |   |                         |   |   |   |   |
| Cash                  flows from financing activities:                                                             |   |                    |    |                    |   |                         |   |   |   |   |
| Contributed                  capital from equity investors                                                         |   |                    | -       |                    |   | -                            |   |   | 2,000,000 |   |
| Note                  payable related party                                                                        |   |                    | 23,400  |                    |   | -                            |   |   | 3,847,431 |   |
| Net                  cash provided by financing activities                                                         |   |                    | 23,400  |                    |   | -                            |   |   | 5,847,431 |   |
| Net                  increase (decrease) in cash                                                                   |   |                    | 665     |                    |   | (88,007                      | )      |   | - |   |
| Cash                  at beginning of period                                                                       |   |                    | 251     |                    |   | 88,007                       |   |   | - |   |
| Cash                  at end of period                                                                             |   | $                       | 916     |                    | $      | -                            |   | $ | - |   |
|                                                                                                               |   |                    |    |                    |   |                         |   |   |   |   |
| Supplemental                disclosures of cash flow                information                                    |   |                    |    |                    |   |                         |   |   |   |   |
| Non-cash                  investing and financing                  activities:                                     |   |                    |    |                    |   |                         |   |   |   |   |
| Non-cash                  interest expense                                                                         |   | $                       | 41,354  |                    | $      | -                            |   | $ | 41,354 |   |
| Common                  Stock issued to extingush debt                                                             |   | $                       | -       |                    | $      | -                            |   | $ | 3,771,048 |   |

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|                                              |   |                  **March 31, 2008** |   | **June 30, 2008** |   |
|---------------------------------------------------|--------|----------------------------------------------------|--------|-----------------------------|--------|
|                                              |   | $                                                  | -      |                        | $      | - |   |
| Audit                                             |   |                                               | 30,000 |                        |   | 25,080 |   |
| Accrued                  wages                    |   |                                               | -      |                        |   | 71,758 |   |
| Other                  accrued expenses           |   |                                               | 249    |                        |   | 20,792 |   |
| Insurance                  financing              |   |                                               | -      |                        |   | 9,800 |   |
| Accrued                  Cost of Software License |   |                                               | 2,392  |                        |   | - |   |
|                                              |   | $                                                  | 32,641 |                        | $      | 127,430 |   |

| **Related                Party** |   | **March 31, 2008** |    | **June 30, 2008** |   |
|----------------------------------|--------|------------------------------|---------|-----------------------------|--------|
| Kazo,                LLC         |   | $                            | -       |                        | $      | 109,881 |   |
| Open                Film, LLC    |   |                         | -       |                        |   | 8,507 |   |
| TOT              Energy GA  |   |                         |  - |                        |   |  (90 | )  |
| TGR                Energy, LLC   |   |                         | 500,000 |                        |   | 503,526 |   |
| Totals                           |   | $                            | 500,000 |                        | $      | 621,824 |   |

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| Cash                                                   |   | $      | 171,385      |   |
|--------------------------------------------------------|--------|--------|--------------|--------|
| Trade                accounts receivable               |   |   | 946,210      |   |
| Inventory                                              |   |   | 20,135       |   |
| Taxes                recievable                        |   |   | 10,749       |   |
| Prepayments                and other assets            |   |   | 89,068       |   |
| Fixed                Assets (fair value per appraisal) |   |   | 6,062,000    |   |
| Accounts                payable                        |   |   | 699,147      |   |
| Accrued                  expenses                      |   |   |  97,992 |   |
| Taxes                payable                           |   |   | 142,439      |   |
| Long                term loan                          |   |   | 67,179       |   |
|                                                   |   |   |         |   |
| Net                Assets:                        |   | $      | 6,292,860    |   |

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*This      Quarterly*
*      Report on Form 10-QSB contains forward -looking statements within the meaning      of      Section 27A of the Securities Act of 1933, as amended, and Section 21E of the      Securities Exchange Act of 1934, as amended. These statements relate to our      expectations, hopes, intentions or strategies regarding future events or future      financial performance.  Any statements contained in this report that are      not statements of historical fact may be deemed forward-looking statements.      In      some cases, forward-looking statements can be identified by terminology such      as“may,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend”, “believe,”“estimate,” “predict,” “potential” or “continue,” or the negative of such terms      or other comparable terminology. Forward-looking statements include but are      not      limited to statements regarding: our future business plans; the expected release      dates and future sales of our products; development of other products; expected      hiring levels; marketing plans; increases of selling, general and administrative      costs and research and development spending; our product development strategy;      financing requirement and capital raising plans.  These statements are only      predictions and are subject to a number of assumptions, risks and uncertainties      that could cause actual results to differ materially from those expressed or      implied in the forward-looking statements. The following important factors,      in      addition to those discussed in our filings with the Securities and Exchange      Commission (the “Commission”) from time to time, and other unforeseen events or      circumstances, could affect our future results and could cause those results      or      other outcomes to differ materially from those expressed or implied in our      forward-looking statements: general economic conditions; competition; our      ability to raise capital; our ability to control costs; changes within our      industries; release of new and upgraded products and services by us or our      competitors; development of our sales force; employee retention; our ability      to      protect our intellectual property; legal and regulatory issues; changes in      accounting policies or practices; and successful adoption of our products and      services. *

*All      forward-looking statements *
*are      based on information available to us on the date *
*of      this filing*
*,      and      we *
*assume*
*      no      obligation to update*
* *
*such      *
*statements.*

*       *

*The      following discussion should be read in conjunction with our *
*other      filings with the Securities and Exchange Commission and the*
*      consolidated *
*interim      *
*financial      statements and related notes included in this *
*Quarterly      Report.*

**Plan      of Operation **

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**Results      of Operations for the Three Month Period Ended June 30,      2008**

**Liquidity      and capital resources**

**Off-balance      sheet arrangements **

**Recently        Issued Accounting Pronouncements**

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| ExhibitNumber |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|---------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.1           |   | Agreement                and Plan of Merger among Ener1 Acquisition Corp., Registrant and                Ener1,                Inc., dated as of June 9, 2004, incorporated herein by reference to                Exhibit 2.1 to Splinex’s Registration Statement on Form S-1 filed with the                Commission on June 24, 2004 (Registration No.                333-116817)                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.2           |   | First                Amendment to Agreement and Plan of Merger among Ener1 Acquisition                Corp.,                Registrant and Ener1, Inc., dated as of October 13, 2004,                incorporated herein by reference to Exhibit 2.2 to Amendment No,                1 to                Splinex’s Registration Statement on Form S-1 filed with the Commission on                October 15, 2004                (Registration No. 333-116817) |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.3           |   | Second                Amendment to Agreement and Plan of Merger among Ener1 Acquisition                Corp.,                Splinex and Ener1, Inc., dated as of December 23, 2004, incorporated                herein by reference to Exhibit 2.3 to Amendment No. 3 to Splinex’s                Registration Statement on Form S-1 filed with the Commission on December                27, 2004 (Registration No. 333-116817)                                    |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.1           |   | Certificate                of Incorporation of Splinex,                incorporated herein by reference to Exhibit 3.1 to Splinex’s Registration                Statement on Form S-1 filed with the Commission on June 24, 2004                (Registration No. 333-116817)                                                                                                                                                                                        |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.2           |   | Certificate                of Merger                of                Splinex, incorporated herein by reference to Exhibit 3.2 to Amendment                No.                3 to Splinex’s Registration Statement on Form S-1 filed with the                Commission on December 27, 2004 (Registration No.                333-116817)                                                                                                                           |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.3           |   | Bylaws                of Splinex,                incorporated herein by reference to Exhibit 3.3 to Splinex’s Registration                Statement on Form S-1 filed with the Commission on June 24, 2004                (Registration No. 333-116817)                                                                                                                                                                                                              |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.4           |   | Certificate                of Amendment of Articles of Incorporation                                                                                                                                                                                                                                                                                                                                                                                                       |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.5          |   | 2004                Stock Option Plan of Registrant, incorporated herein by reference                to                Exhibit 10.2 to Splinex’s Registration Statement on Form S-1 filed with                the Commission on June 24, 2004 (Registration No.                333-116817)                                                                                                                                                                           |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.6          |   | Form of                Stock Option Agreement of Registrant, incorporated herein by reference                to                Exhibit 10.3 to Splinex’s Registration Statement on Form S-1 filed with                the Commission on June 24, 2004 (Registration No.                333-116817)                                                                                                                                                              |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.13         |   | Form                of Employee Innovations and Proprietary Rights Assignment Agreement,                incorporated herein by reference to Exhibit 10.10 to Splinex’s                Registration Statement on Form S-1 filed with the Commission on June                24,                2004 (Registration No. 333-116817)                                                                                                                                      |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.14         |   | Form                of Indemnification Agreement, incorporated herein by reference to                Exhibit                10.11 to Amendment No. 3 to Splinex’s Registration Statement on Form S-1                filed with the Commission on December 27, 2004 (Registration No.                333-116817)                                                                                                                                                      |

| 10.17  |   | Severance                Agreement dated November 21, 2005, by and between Splinex and Michael                Stojda, incorporated by reference to Exhibit 10.1 to Splinex’s Current                Report on Form 8-K, filed with the Commission on November 21,                2005 |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                        |
| 14     |   | Code                of Ethics incorporated by reference to Exhibit 10.2 to Splinex’s Annual                Report on Form 10-K for the year ended March 31, 2005, filed with                the                Commission on June 30, 2005                                            |
|   |   |                                                                                                                                                                                                                                                                                        |
| 31.1   |   | Certification                of Principal Executive Officer and Principal Financial Officer pursuant                to                Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                        |
| 31.2   |   | Certification                of Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350, as                adopted                pursuant to Section 906 of the Sarbanes-Oxley Act of                2002                                                                              |

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**SIGNATURES**

|                                   | TOT                Energy, Inc. |
|--------------------------------------------------|---------------------------------|
|                              |                            | Registrant |
| Date:                August 14, 2008   | By:                             | /s/                Jonathan New |
|                                   |                            | Name:                Jonathan New |
|                                   |                            | Title:                Chief Financial Officer and Duly Authorized                Officer |

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