UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q




(Mark
One)




x QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the
quarterly period ended June 30, 2009




 ̈ TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the
transition period from ____________ to_________________





Commission
file number 000-51108





TOT Energy,
Inc.


(Exact
name of registrant as specified in its charter)




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





12100 NE
16 Ave


Suite
210


Miami, FL
33161


(Address
of principal executive offices)





(305)
891-2298


(Registrant’s
telephone number, including area code)





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. Yes x No  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer  ̈
              Accelerated
      filer  ̈Non-accelerated filer 
       ̈  
       (Do not check if a smaller reporting company)
              Smaller reporting company 
      x




Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.) Yes  ̈ No x




The
number of outstanding common share, $.001 par value, of the registrant as of
August 14, 2009 was 305,309,280.










TOT
ENERGY, INC.


Form
10-Q


For
the Quarter Ended June 30, 2009


INDEX





PageNo.PART
      I — FINANCIAL INFORMATIONItem
      1.
                    
                    Financial
      Statements
                    
                    3UNAUDITED
      CONDENSED CONSOLIDATED BALANCE SHEETS – AS OF MARCH 31, 2009 ANDJUNE
      30, 2009
                    
                    3UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – FOR THE THREE
      MONTHS ENDED JUNE 30, 2008 AND 2009
                    
                    4UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – FOR THE THREE
      MONTHS ENDED JUNE 30, 2008 AND 2009
                    
                    5Notes
      to Unaudited Condensed Consolidated Financial Statements
                    
                    6Item
      2.
                    
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                    
                    11Item 4T.
                    
                    Controls
      and Procedures
                    
                    15PART
      II — OTHER INFORMATIONItem
      1.
                    
                    Legal
      Proceedings
                    
                    16Item
      2.
                    
                    Unregistered
      Sales of Equity Securities
                    
                    16Item
      6.
                    
                    Exhibits
                    
                    17Signatures
                    
                    19References
      in this Form 10-Q to “we”, “us”, “our”, the “Company” and “TOT Energy”
      refers to TOT Energy, Inc. and its consolidated subsidiaries, unless
      otherwise
noted.


2





PART I —
FINANCIAL INFORMATION





Item 1.
Financial Statements.





TOT
ENERGY, INC.


UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS




June 30, 2009
                  
                  
                  March 31, 2009ASSETSCurrent
      assetsCash
                  
                  $
                  88,953
                  
                  
                  $
                  99,971Deposits
                  
                  
                  8,000
                  
                  
                  
                  6,000Inventory
      of raw materials
                  
                  
                  34,916
                  
                  
                  
                  31,174Prepaid
      expenses and other assets
                  
                  
                  16,693
                  
                  
                  
                  2,220Total
      current assets
                  
                  
                  148,562
                  
                  
                  
                  139,365Fixed
      assetsBuilding
                  
                  
                  175,242
                  
                  
                  
                  160,649Machinery
      and equipment
                  
                  
                  3,330,338
                  
                  
                  
                  3,053,933Less:
      accumulated depreciation
                  
                  
                  (517,789
                  )
                  
                  
                  (308,452
                  )Total
      fixed assets (net)
                  
                  
                  2,987,791
                  
                  
                  
                  2,906,130Total
      assets
                  
                  $
                  3,136,353
                  
                  
                  $
                  3,045,495LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
                  
                  $
                  93,791
                  
                  
                  $
                  51,130Accrued
      expenses
                  
                  
                  1,184,010
                  
                  
                  
                  853,743Total
      liabilities
                  
                  
                  1,277,801
                  
                  
                  
                  904,873COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITYPreferred
      stock ($.001 par value, 100,000,000 shares authorized and no shares issued
      and outstanding)
                  
                  
                  -
                  
                  
                  
                  -Common
      stock ($.001 par value, 800,000,000 shares authorized and 305,309,280 and
      300,583,108 shares issued and outstanding)
                  
                  
                  305,309
                  
                  
                  
                  300,583Treasury
      stock, at cost; 250,000 shares
                  
                  
                  (62,500
                  )
                  
                  
                  (62,500
                  )Paid
      in capital
                  
                  
                  21,354,507
                  
                  
                  
                  19,940,319Accumulated
      other comprehensive loss
                  
                  
                  (939,892
                  )
                  
                  
                  (1,176,614
                  )Accumulated
      deficit
                  
                  
                  (18,876,314
                  )
                  
                  
                  (16,949,780
                  )Noncontrolling
      interest
                  
                  
                  77,442
                  
                  
                  
                  88,614Total
      equity
                  
                  
                  1,858,552
                  
                  
                  
                  2,140,622Total
      liabilities and stockholders' equity
                  
                  $
                  3,136,353
                  
                  
                  $
                  3,045,495




See
accompanying notes.


3





TOT
ENERGY, INC.


UNAUDITED
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS




Three Months Ended
                          
                          
                          Three Months EndedJune 30, 2009
                          
                          
                          June 30, 2008Sales
                          
                          $
                          -
                          
                          
                          $
                          -Cost
      of sales
                          
                          
                          -
                          
                          
                          
                          -Gross
      Profit
                          
                          
                          -
                          
                          
                          
                          -Operating
      ExpensesGeneral
      and administrative
                          
                          
                          1,926,479
                          
                          
                          
                          303,287Loss
      from operations
                          
                          
                          (1,926,479
                          )
                          
                          
                          (303,287
                          )Non-operating
      income (expenses)Other
      expense
                          
                          
                          (55
                          )
                          
                          
                          -Loss
      before income tax provision
                          
                          
                          (1,926,534
                          )
                          
                          
                          (303,287
                          )Income
      tax provision
                          
                          
                          -
                          
                          
                          
                          -Net
      loss
                          
                          
                          (1,926,534
                          )
                          
                          
                          (303,287
                          )Add:
      Net loss attributable to the noncontrolling interest
                          
                          
                          84,503
                          
                          
                          
                          -Net
      loss attributable to TOT Energy, Inc.
                          
                          
                          (1,842,031
                          )
                          
                          
                          (303,287
                          )Other
      comprehensive incomeForeign
      currency translation income
                          
                          
                          216,192
                          
                          
                          
                          -Comprehensive
      loss
                          
                          $
                          (1,625,839
                          )
                          
                          $
                          (303,287
                          )Net
      loss per share - basic and diluted
                          
                          $
                          (0.01
                          )
                          
                          $
                          (0.00
                          )Weighted
      average number of common shares outstanding - basic and
      diluted
                          
                          
                          300,822,957
                          
                          
                          
                          214,507,773




See
accompanying notes.


4





TOT
ENERGY, INC.


UNAUDITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS




Three Months
                  
                  
                  Three MonthsEnded
                  
                  
                  EndedJune 30, 2009
                  
                  
                  June 30. 2008Cash
      flows from operating activities:Net
      loss
                  
                  $
                  (1,842,031
                  )
                  
                  $
                  (303,287
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                  
                  
                  161,305
                  
                  
                  
                  1,197Decrease
      in noncontrolling interests
                  
                  
                  (87,248
                  )
                  
                  
                  -Share
      Based Compensation
                  
                  
                  1,337,360
                  
                  
                  
                  -Changes
      in assets and liabilities:Prepaid
      expenses
                  
                  
                  (14,435
                  )
                  
                  
                  7,913Due
      to related parties
                  
                  
                  -
                  
                  
                  
                  121,824Deposits
                  
                  
                  (2,000
                  )
                  
                  
                  (500
                  )Inventory
      of raw materials
                  
                  
                  (910
                  )
                  
                  
                  -Accounts
      payable
                  
                  
                  39,291
                  
                  
                  
                  (9,943
                  )Accrued
      expenses
                  
                  
                  294,744
                  
                  
                  
                  94,789Total
      adjustments
                  
                  
                  1,728,106
                  
                  
                  
                  215,280Net
      cash used in operating activities
                  
                  
                  (113,924
                  )
                  
                  
                  (88,007
                  )Cash
      flows from investing activities:Net
      cash used in investing activities
                  
                  
                  -
                  
                  
                  
                  -Cash
      flows from financing activities:Contributed
      capital from equity investors
                  
                  
                  81,554
                  
                  
                  
                  -Net
      cash provided by financing activities
                  
                  
                  81,554
                  
                  
                  
                  -Effect
      of exchange rate changes on cash
                  
                  
                  21,353
                  
                  
                  
                  -Net
      decrease in cash
                  
                  
                  (11,018
                  )
                  
                  
                  (88,007
                  )Cash
      at beginning of period
                  
                  
                  99,971
                  
                  
                  
                  88,007Cash
      at end of period
                  
                  $
                  88,953
                  
                  
                  $
                  -Supplemental
      Disclosure of Cash Flow InformationCash
      paid during the year for:Interest
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes
                  
                  $
                  -
                  
                  
                  $
                  -Non-cash
      investing and financing activities:Common
      stock issued pursuant to subscription agreement (see Note
    6)
                  
                  $
                  1,264,087
                  
                  
                  
                  -




See
accompanying notes.


5





TOT
ENERGY, INC.





NOTES TO
CONDENSED FINANCIAL STATEMENTS





NOTE 1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization
and Basis of Presentation





TOT
Energy, Inc. (the “Company”), formerly Splinex Technology, Inc., was organized
on February 6, 2004 under the laws of the State of Delaware as a wholly-owned
subsidiary of Splinex, LLC, a Florida limited liability company, and was the
surviving entity pursuant to a merger with Ener1 Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of Ener1, Inc., a Florida corporation.
The Company initially intended to develop advanced technologies in the
three-dimensional or 3D computer graphics industry. Under an agreement effective
April 1, 2004 (the “Contribution Agreement”), Splinex, LLC contributed
substantially all of its assets, liabilities and operations to the Company. The
Company began its development stage activity on October 28, 2003
(“Inception”), the date of formation of Splinex, LLC, and ended development
stage activity on July 16, 2008 when we acquired a 75% interest in the
TOT-SIBBNS joint venture and began operations in the oil and gas service
industry.





The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission for reporting on Form 10-Q. Accordingly,
certain information and footnotes required for complete financial statements are
not included herein. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation of
the results for the interim periods presented have been included. These results
have been determined on the basis of generally accepted accounting principles
and practices applied consistently with those used in the preparation of the
Company's Annual Financial Statements for the year ended March 31, 2009.
Operating results for the three months ended June 30, 2009 are not necessarily
indicative of the results that may be expected for the year ending March 31,
2010. It is recommended that the accompanying condensed consolidated financial
statements be read in conjunction with the financial statements and notes for
the year ended March 31, 2009 included in the Company’s Annual Report on Form
10-K filed with the Securities and Exchange Commission.





Basis of
Consolidation




The
interim financial statements include the accounts of TOT Energy, Inc., the
accounts of our 75% joint venture, TOT- SIBBNS, a limited liability company
formed under the laws of Russia (also known as the Russian Federation) and the
accounts of our 51% joint venture, Korlea-TOT, a limited liability company
formed under the laws of the Czech Republic. All material intercompany accounts
and transactions have been eliminated in this consolidation.





Business
Activity





TOT
Energy, Inc. is working to acquire a portfolio of energy related assets. To this
end, from time to time, the Company may be engaged in various discussions to
acquire businesses or formulate joint venture or other arrangements with energy
companies located around the world. Where appropriate, acquisitions will be
financed with equity shares and this may result in substantial dilution to
existing stockholders.  Prior to 2008, the Company developed computer
software products.





TOT-SIBBNS
provides exploration services to oil exploration and production companies
located in and around Novosibirsk, Russia. TOT-SIBBNS owns and operates four
oil-drilling rigs that plans to generate the majority of the revenues of
TOT-SIBBNS. TOT-SIBBNS uses this equipment for drilling exploratory wells for
fees. In addition, TOT-SIBBNS provides engineering services and well remediation
services on a contract fee basis.





KORLEA-TOT
is our 51% joint venture with Korlea Invest Holding AG of Switzerland (“Korlea”)
who is a provider and trader of electricity in the Czech Republic. Korlea-TOT
was expected to assist in the marketing of oil assets sourced by other
TOT-Energy companies and contacts. There has been no activity to date with this
joint venture.


6





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities as of the
balance sheet date and the reported amounts of expenses for the period
presented. Actual results could differ from those estimates.





Cash and
Cash Equivalents





Cash and
cash equivalents include highly liquid money market investments purchased with
an original maturity of three months or less. At June 30, 2009 and March 31,
2009, the Company had no cash equivalents. The Company maintains its U.S.
Dollar-denominated cash in a bank deposit account, the balance of which, at
times, may exceed federally insured limits. Bank accounts in the United States
are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to
$250,000.  At June 30, 2009, and March 31, 2009, the United States
bank balances did not exceed the FDIC limit.  The Company also
maintains bank balances in Russia and the Czech Republic and at June 30, 2009,
the balances were $0 and $86,133, respectively.  At March 31, 2009,
bank balances in Russia and the Czech Republic were $0 and $76,656,
respectively.  The non-United States bank balances are not insured and
there is risk of loss in the event such banks should fail.





Foreign
Currency Transactions





The
Company’s primary operations are conducted outside the United States and we use
foreign currencies to operate our consolidated foreign subsidiaries. Quarterly
income and expense items are translated into U.S. dollars using the average
interbank rate for the three-month period. Assets and liabilities are translated
into U.S. dollars using the interbank rate as of the balance sheet date. Equity
items are translated at their historical rate. The Company does not engage in
any currency hedging activities.




Revenue
Recognition





The
Company recognizes revenues from its contract on the completed contract method
due to uncertainty in counterparty performance and collections under its
terms.  Under the completed contract method, revenues and costs are
included in operations when the contract is completed.  Any losses
expected to be incurred are charged to operations in the period that such losses
are probable.





Net Loss
Per Share





Basic net
loss per common share is computed by dividing net loss applicable to common
stockholders by the weighted-average number of common shares outstanding during
the period. Diluted net loss per common share is determined using the
weighted-average number of common shares outstanding during the period, adjusted
for the dilutive effect of common stock equivalents, consisting of shares
issuable upon exercise of common stock options or warrants. In periods when
losses are reported, the weighted-average number of common shares outstanding
excludes common stock equivalents because their inclusion would be
anti-dilutive.





The
Company did not issue any new options for the three months ended June 30, 2009,
but recorded a $8,426 compensation expense for options that vested during the
period.  During the quarter ended June 30, 2009, the Company also
issued 4,077,700 shares of common stock and warrants to purchase 2,038,850
shares of common stock in exchange for $81,554 pursuant to the terms of its
subscription agreement with TGR Energy, LLC (see Notes 6 and 7).  In
addition, the Company issued 148,472 shares of common stock in lieu of
compensation and 500,000 shares of common stock for marketing and promotional
activities.





At June
30, 2009, the Company had outstanding vested stock options to purchase 497,222
shares of common stock and warrants to purchase 43,401,018 shares of common
stock.  For the three months ended June 30, 2009, these securities are
excluded from the earnings per share calculation because their inclusion would
be anti-dilutive.





At June
30, 2008, the Company had 100,000 stock options outstanding that were not
included in the calculation of earnings per share as they were
anti-dilutive.


7





Fair
Value of Financial Instruments





The
Company’s financial instruments consist mainly of cash deposits, short-term
payables and borrowings under related party payables. The Company believes that
the carrying amounts of third-party financial instruments approximate fair
value, due to their short-term maturities and the related party payables are
interest bearing and payable on demand.





Impairment
of Long-Lived Assets





The
Company reviews its long-lived assets for impairment whenever events or changes
indicate that the carrying amount of an asset or group of assets may not be
recoverable. No impairment losses were recorded during the three month periods
ended June 30, 2009 and 2008.





NOTE 2.
GOING CONCERN CONSIDERATIONS




The
Company’s financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business. The Company had been in the
development stage until the second quarter of 2008 and has had minimal revenues
since Inception. Management recognizes that the Company must raise capital
sufficient to fund business activities until such time as it can generate
sufficient revenues and net cash flows in amounts necessary to enable it to
continue in existence. These factors include our history of net losses and that
minimal revenues have been earned to date. The Company is dependent upon TGR
Energy, LLC or Mike Zoi to fund its operations. The Company’s independent
auditors’ report on its financial statements for the year ended March 31,
2009 contains an explanatory paragraph about our ability to continue as a going
concern. Management believes that its current operating strategy, as described
herein, provides the opportunity for the Company to continue as a going concern;
however, there is no assurance this will occur.





NOTE 3.
SEGMENT INFORMATION





The
Company’s sole reportable business segment is the oil and gas service sector.
The Company’s accounting policies for segments are the same as those described
in the summary of significant accounting policies.





NOTE 4.
CONTRACT ACCOUNTING





The
Company accounts for its long-term contracts using the completed contract method
of revenue recognition due to increasing uncertainties relating to its sole
customer’s ability to continue to finance the existing contract to
completion.  The completed contract method recognizes income only when
the contract is substantially complete.  Project costs and related
revenues are accumulated and are reflected in operations only when an estimated
loss is probable.  The contract will be deemed complete when our
customer agrees that each milestone contained in the contract has been
met.





Billed
contract receivables consist of amounts due under our sole contract, which has been suspended
due to lack of financing by our customer.   We have fully
reserved for uncollected billings and for costs in excess of billings in the
amount of $322,485.There are no revenues or costs charged to
operations for the periods ended June 30, 2009 or June 30, 2008 (TOT-SIBBNS was
established in July, 2008) under the completed contract method. For more
information, see Note 1 –  “Summary of Significant Accounting Policies
– Revenue Recognition” above.




NOTE 5.
ACCRUED EXPENSES





Accrued expenses represent expenses
that are owed at the end of the period and either have not been billed by the
provider or are expenses that are estimated for services provided.At June 30, 2009 and March 31, 2009,
accrued expenses consisted of the following:




June 30, 2009
                  
                  
                  March 31, 2009Accrued
      accouting fees
                  
                  
                  23,468
                  
                  
                  
                  29,968Accrued
      legal fees
                  
                  
                  8,635
                  
                  
                  
                  10,000Accrued
      Taxes
                  
                  
                  219,587
                  
                  
                  
                  104,535Accrued
      payroll
                  
                  
                  580,186
                  
                  
                  
                  509,090Other
      accrued expenses
                  
                  
                  352,134
                  
                  
                  
                  200,150$
                  1,184,010
                  
                  
                  $
                  853,743





8





NOTE 6.
STOCKHOLDERS’ EQUITY





The
Company is authorized to issue 800,000,000 shares of common stock, par value of
$0.001 per share. Each holder of common stock is entitled to one vote for each
share held. The Company is authorized to issue 100,000,000 shares of preferred
stock, par value $0.001 per share, which may be divided into series with the
designations, powers, preferences, and relative rights and any qualifications,
limitations or restrictions as determined by the Company’s board of
directors.





Under an
Exchange Agreement dated December 18, 2007, the Company agreed to issue
113,500,000 newly issued shares of common stock of the Company to TGR Energy,
LLC, of which 8,500,000 shares were issued to Bzinfin, S.A., a British Virgin
Islands limited corporation that is indirectly owned by an affiliate of the
Ener1 Group, and 2,125,000 shares were issued to Alexander Malovik, a principal
of Splinex, LLC, in exchange for the Bzinfin and Ener1 Group notes totaling
$3,688,132.  TGR Energy, LLC owned 98,157,334 shares of common stock
of the Company as of December 17, 2007, and after the completion of the Exchange
Agreement transactions owned an aggregate of 201,032,334 shares of common stock
of the Company as of December 18, 2007. The Company had a total of 100,757,773
shares of common stock outstanding at December 17, 2007 and 214,507,773 shares
of common stock outstanding at December 18, 2007.





On August
7, 2008, the Board of Directors approved a Subscription Agreement dated August
7, 2008 (the “ Subscription Agreement”) with TGR Energy, LLC (“TGR”), wherein
TGR committed to invest up to $2,000,000 in exchange for up to 100,000,000
shares of the Company's common stock for $0.02 per share. In addition, the
Company granted TGR warrants to purchase up to 50,000,000 shares of common stock
for $0.05 per share. These warrants may be exercised within five years from the
date of grant. The shares and warrants are issuable under the Subscription
Agreement upon the funding from time to time by TGR. The valuation date to
determine the appropriate compensation charge is the last day of the quarter
then ended.





For the
quarter ended June 30, 2009, the Company recorded compensation expense of $0.10
per share or $8,426 for options of Mr. New issued on August 13, 2008 that vested
during the quarter.





Up until
May 15, 2009, Mr. New’s base salary was $140,000 with a $30,000 bonus payable
quarterly for meeting agreed upon objectives.  On May 15, 2009, Mr.
New’s base salary was reduced from $140,000 to $91,000 and his bonus was reduced
from $30,000 to $19,500 annually. To partially offset the reduction in salary,
the Company provided Mr. New with 25,000 shares of fully vested common stock in
lieu of his March 31, 2009 cash bonus and 200,000 shares of common stock which
vest monthly from April 1, 2009 to September 30, 2009.  A compensation
charge of $12,500 was recorded for the quarter ended June 30, 2009 and a
compensation charge of $12,500 will be recorded for the quarter ending September
30, 2009, which reflects the market value per share ($0.10) on the first trading
day after the date of grant.





Other
employees (other than officers and directors) receiving salary reductions were
granted a total of 50,000 shares of common stock vesting monthly between April
1, 2009 and September 30, 2009.  The Company recorded a compensation
expense of $2,347 for the quarter ended June 30, 2009 and expects to record a
compensation expense of $1,250 for the quarter ending September 30, 2009, to
reflect the market value of stock provided in lieu of cash
compensation.  Both of these charges were calculated using the price
per share of common stock ($0.10) on the first trading date after the date of
grant.





For the
quarter ended June 30, 2009, the Company accrued an expense of $64,285 relating
to stock expected to be issued in exchange for services to be provided by
Olympus Securities.  The Company is currently negotiating a revised
contract for such services.  Given the unstable equity markets over
the last nine months, the Company and Olympus are working together to find a
solution that provides value for both parties.





For the
fiscal year ended March 31, 2009, TGR was issued an aggregate of 82,725,335
shares of common stock of the Company and fully vested warrants to purchase
41,362,168 shares of common stock of the Company at an exercise price of $0.05
per share pursuant to the terms of the Subscription Agreement.  These
issuances were in exchange for financings under the Subscription Agreement in
the aggregate amount of $1,654,507 of which $1,017,097 was cash and $637,410
related to refinancing of previously outstanding notes payable.  A
compensation charge of $8,827,218 was recorded for the fiscal year ended March
31, 2009.  This amount is calculated as the difference between the
market price of our common stock at the end of each quarter in which shares were
issued and the subscription price of the common shares ($0.02) multiplied by the
number of shares issued, plus the Black-Scholes valuation of the warrants issued
as calculated at the end of each quarter.





For the
quarter ended June 30, 2009, TGR was issued 4,077,700 shares of common stock of
the Company and fully vested warrants to purchase 2,038,850 shares of common
stock of the Company for $0.05 per share in exchange for funding of $81,554
provided during the quarter under the terms of the Subscription Agreement. A
compensation charge of $1,264,087 was recorded for the quarter ended June 30,
2009 as an officer of the Company is also a principal of TGR and the securities
issued were below market value as of the issue date.





The
Company entered into a Sponsorship Agreement with American Speed Factory dated
April 22, 2009, whereby the Company receives certain promotional services and
sponsorship rights to display the Company’s logo in connection with the 2009
Ferrari Challenge racing season in exchange for the issuance of 500,000 shares
of restricted stock of the Company.  This arrangement is valued at
$50,000, which amount was recorded as an advertising expense for the quarter
ended June 30, 2009.


9





At June
30, 2009, the Company had options to purchase 1,200,000 shares of common stock
outstanding under its stock option plan, of which options to purchase 497,222
shares of common stock are vested, with an exercise price of $0.25 per share and
with a remaining weighted average contractual term of 5.54 years. The Company
also had warrants to purchase 43,401,018 shares of common stock outstanding at
June 30, 2009 with a strike price of $0.05 per share and a remaining average
contractual term of 4.28 years.





NOTE 7.
RELATED PARTY TRANSACTIONS





On August
7, 2008, the Company and TGR, which holds 94% of the Company’s outstanding
common stock, entered into the Subscription Agreement described above pursuant
to which TGR has agreed to provide funding of up to $2,000,000 (the “Investment
Amount”) in exchange for up to 100,000,000 shares of the Company’s common stock
and warrants to purchase up to 50,000,000 shares of the Company’s common stock
at an exercise price of $0.05 per share. Pursuant to the Subscription Agreement,
TGR will fund the Investment Amount as required in the Company’s operational
budget. TGR’s obligation to fund the Investment Amount will be reduced by any
future third party funding or investments in the Company on terms no less
favorable than those contained in the Subscription Agreement.





For the
fiscal year ended March 31, 2009, TGR was issued an aggregate of 82,725,335
shares of common stock of the Company and fully vested warrants to purchase
41,362,168 shares of common stock of the Company at an exercise price of $0.05
per share pursuant to the terms of the Subscription Agreement.  These
issuances were in exchange for financings under the Subscription Agreement in
the aggregate amount of $1,654,507 of which $1,017,097 was cash and $637,410
related to refinancing of previously outstanding notes payable.  A
compensation charge of $8,827,218 was recorded for the fiscal year ended March
31, 2009.  This amount is calculated as the difference between the
market price of our common stock at the end of each quarter in which shares were
issued and the subscription price of the common shares ($0.02) multiplied by the
number of shares issued, plus the Black-Scholes valuation of the warrants issued
as calculated at the end of each quarter.





For the
quarter ended June 30, 2009, TGR was issued 4,077,700 shares of common stock of
the Company and fully vested warrants to purchase 2,038,850 shares of common
stock of the Company for $0.05 per share in exchange for funding of $81,554
provided during the quarter under the terms of the Subscription Agreement. A
compensation charge of $1,264,087 was recorded for the quarter ended June 30,
2009 as an officer of the Company is also a principal of TGR and the securities
issued were below market value as of the issue date.


10





Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.





This Quarterly Report on Form 10-Q contains forward
-looking statements. These statements relate to our expectations, hopes,
beliefs, 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; future sales of our
products and services; introduction of new products and services; expected
hiring levels; marketing plans; increases of selling, general and administrative
costs; financing requirements and capital raising plans; successful integration
and development of acquired businesses; regulatory and economic factors
affecting the oil and gas business and other factors that may impact our
acquisition and development strategy, some of which are beyond our control and
difficult to predict.  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 other 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; weather;
our ability to raise capital; our ability to control costs; changes within our
industries; new and upgraded products and services by us or our competitors;
employee retention; sovereign risk; legal and regulatory issues; changes in
accounting policies or practices; currency translation and exchange risks; and
the market price of oil.




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, although we will
continue to comply with our obligations under the securities
laws.




The following discussion should be
read in conjunction with our audited financial statements and
notes contained in our Annual Report on Form 10-K for the fiscal year ended
March 31, 2009 filed with the Commission and the consolidated interim financial statements and related
notes included in this Report.




General




We are
working to build a diversified portfolio of energy assets.   To
this end, from time to time, we may be engaged in various discussions to acquire
businesses or formulate joint venture or other arrangements with energy
companies located around the world. Our policy is not to disclose discussions or
potential transactions until definitive agreements have been executed. Where
appropriate, acquisitions will be financed with equity shares and this may
result in substantial dilution to existing stockholders.





On July
16, 2008, we entered into a Joint Venture Agreement (the “JV
Agreement”) with Evgeny Bogorad (“Bogorad”), owner of Sibburnefteservis, Ltd. of
Novosibirsk, Russia, an oil services company (“SIBBNS”). Pursuant to the JV
Agreement, Bogorad has contributed certain of SIBBNS assets and personnel to a
joint venture company named TOT-SIBBNS, Ltd., a Russian corporation
(“TOT-SIBBNS”). An independent appraisal company has appraised the contributed
assets at US$6,221,881.




At the
closing on July 16, 2008, we issued to Bogorad 3,000,000 shares of our common
stock in exchange for a 75% interest in TOT-SIBBNS. We are obligated to issue to
Bogorad 2,000,000 additional shares of common stock upon TOT-SIBBNS obtaining
US$10,000,000 in gross revenue during the three-year period following the
closing. If TOT-SIBBNS achieves this gross revenue target and Bogorad continues
to hold the shares issued pursuant to the JV Agreement on the third anniversary
of the closing and the stock price is less than US$1.00 per share, then we, in
our sole discretion, must either make an additional payment in cash or
additional shares of stock to Bogorad in an amount equal to the difference in
the value per share and US$1.00 multiplied by the total number of shares held by
Bogorad, or, if we decline to make such payment, Bogorad may require us to
return our interest in TOT-SIBBNS in exchange for a payment to us of the fair
market value of any assets acquired directly by TOT-SIBBNS (other than the
assets initially contributed to the Joint Venture by Bogorad pursuant to the JV
Agreement) and 75% of the retained earnings, accounts receivable and cash of
TOT-SIBBNS. Bogorad will act as the manager of TOT-SIBBNS. We have the ability
to appoint a majority of the Board of Directors of TOT-SIBBNS.




TOT-SIBBNS
provides exploration services to oil exploration and production companies
located in and around Novosibirsk, Russia. TOT-SIBBNS owns and operates four oil
drilling rigs that generate the majority of the revenues of TOT-SIBBNS.
TOT-SIBBNS uses this equipment for drilling exploratory wells for fees. In
addition, TOT-SIBBNS provides engineering services and well remediation services
on a contract fee basis.





On April
2, 2009, TOT-SIBBNS, our joint venture servicing the oil and gas industry in
Russia, determined there would be no further oil drilling operations under its
existing contract for the current drilling season. TOT-SIBBNS has furloughed
most employees (114 field and professional positions) until further notice. It
is uncertain when or if drilling services under the existing contract will
recommence. The contract for drilling services was temporarily suspended in
January 2009 due to the inability of the customer to obtain necessary
funding.  During the quarter ending June 30, 2009, TOT-SIBBNS removed
some equipment via barge and incurred additional expenses to maintain and secure
equipment on the job site.  TOT-SIBBNS incurred total expenses of
$51,903 relating to this contract for the quarter ending June 30,
2009.  The majority of TOT-SIBBNS’ equipment remains on-site and is
expected to remain on-site through the summer.


11





As
previously disclosed, the oil production business in Russia is seasonal and
cyclical and is currently experiencing a down cycle in large part due to the
recently lower prices relating to the selling price for a barrel of crude oil.
While we are hopeful that drilling service demand will increase when the price
of oil increases and/or the Russian government adjusts drilling license
regulations and fee structures, we can provide no assurance that this will be
the case. We may not know whether our drilling operations will be able to
recommence with our existing customer or other customers until the end of
2009.





KORLEA-TOT
is our 51% joint venture with Korlea Invest Holding AG of Switzerland (“Korlea”)
who is a provider and trader of energy assets in the Czech Republic. The new
joint venture, Korlea-TOT, established as of July 17, 2008, is expected to
assist in the marketing of oil assets sourced by other TOT-Energy companies and
contacts.  There has been no activity to date with this joint
venture.





Short
term financing is provided by TGR Energy, LLC (“TGR”) as we require additional
working capital, pursuant to a Subscription Agreement dated August 7, 2008 (the
“Subscription Agreement”). TGR has agreed to provide up to $2,000,000 (the
“Investment Amount”) in exchange for up to 100,000,000 shares of common stock
and warrants to purchase up to 50,000,000 shares of common stock at an exercise
price of $0.05 per share. Pursuant to the Subscription Agreement, TGR will fund
the Investment Amount as required in our operational budget. TGR’s obligation to
fund the Investment Amount will be reduced by any future third party funding or
investment on terms no less favorable than those contained in the Subscription
Agreement.





For the
fiscal year ended March 31, 2009, TGR was issued an aggregate of 82,725,335
shares of common stock of the Company and fully vested warrants to purchase
41,362,168 shares of common stock of the Company at an exercise price of $0.05
per share pursuant to the terms of the Subscription Agreement.  These
issuances were in exchange for financings under the Subscription Agreement in
the aggregate amount of $1,654,507 of which $1,017,097 was cash and $637,410
related to refinancing of previously outstanding notes payable.  A
compensation charge of $8,827,218 was recorded for the fiscal year ended March
31, 2009.  This amount is calculated as the difference between the
market price of our common stock at the end of each quarter in which shares were
issued and the subscription price of the common shares ($0.02) multiplied by the
number of shares issued, plus the Black-Scholes valuation of the warrants issued
as calculated at the end of each quarter.





For the
quarter ended June 30, 2009, TGR was issued 4,077,700 shares of common stock of
the Company and fully vested warrants to purchase 2,038,850 shares of common
stock of the Company for $0.05 per share in exchange for funding of $81,554
provided during the quarter under the terms of the Subscription Agreement. A
compensation charge of $1,264,087 was recorded for the quarter ended June 30,
2009 as an officer of the Company is also a principal of TGR and the securities
issued were below market value as of the issue date.





The
Company entered into a Sponsorship Agreement with American Speed Factory dated
April 22, 2009, whereby the Company would receive certain promotional services
and sponsorship rights to display the Company’s logo in connection with the 2009
Ferrari Challenge racing season in exchange for the issuance of 500,000 shares
of restricted stock of the Company.  This arrangement is valued at
$50,000, which amount was recorded as an advertising expense for the quarter
ended June 30, 2009.





Up until
May 15, 2009, Mr. New’s base salary was $140,000 with a $30,000 bonus payable
quarterly for meeting agreed upon objectives.  On May 15, 2009, Mr.
New’s base salary was reduced from $140,000 to 91,000 and his bonus was reduced
from $30,000 to $19,500 annually. To partially offset the reduction in salary,
the Company provided Mr. New with 25,000 shares of fully vested common stock in
lieu of his March 31, 2009 cash bonus and 200,000 shares of common stock which
vest monthly from April 1, 2009 to September 30, 2009.  A compensation
charge of $12,500 was recorded for the quarter ended June 30, 2009 and a
compensation charge of $12,500 will be recorded for the quarter ending September
30, 2009, which reflects the market value per share ($0.10) on the first trading
day after the date of grant.





Other
employees (other than officers and directors) receiving salary reductions were
granted a total of 50,000 shares of common stock vesting monthly between April
1, 2009 and September 30, 2009.  The Company recorded a compensation
expense of $2,347 for the quarter ended June 30, 2009 and expects to record a
compensation expense of  $1,250 for the quarter ending September 30,
2009, to reflect the market value of stock provided in lieu of cash
compensation.  Both of these charges were calculated using the price
per share of common stock ($0.10) on the first trading date after the date of
grant.





For the
quarter ended June 30, 2009, the Company accrued an expense of $64,285 relating
to stock expected to be issued in exchange for services to be provided by
Olympus Securities.  The Company is currently negotiating a revised
contract for such services.  Given the unstable equity markets over
the last nine months, the Company and Olympus are working together to find a
solution that provides value for both parties.


12





Several
factors raise significant doubt as to our ability to continue operating as a
going concern. These factors include our history of net losses and that we have
recently commenced operations and, until the second quarter of 2008, have earned
minimal revenues. We are dependent upon TGR Energy, LLC or Mike Zoi to fund our
operations. Our independent auditors’ report on our financial statements for the
year ended March 31, 2009 contains an explanatory paragraph about our
ability to continue as a going concern. Management believes that our current
operating strategy, as described in the preceding paragraphs, provides the
opportunity for us to continue as a going concern; however, there is no
assurance this will occur.




Results
of Operations for the Three Month Period Ended June 30, 2009





We
reported a net loss of  $1,842,031 or $(0.01) per share for the three
months ended June 30, 2009, compared to a net loss of $303,287 or $(0.00) per
share for the quarter ended June 30, 2008. Weighted average shares outstanding
were 300,822,957 and 214,507,773 for the quarters ended June 30, 2009 and 2008,
respectively.





The net
loss for the three month period ended June 30, 2009 was negatively impacted by
the non-cash compensation expense of $1,264,087 related to shares and warrants
issued pursuant to the Subscription Agreement with TGR, as described
above.  Additionally the Company recorded $50,000 of non-cash
marketing expenses relating to services provided in exchange for the issuance of
500,000 shares of the Company’s common stock and a non-cash compensation charge
of $23,273 for shares issued and options vested during the period.





For the
quarter ended June 30, 2008, there were no operations and the loss of $303,287
was a result of general and administrative expenses associated with operating a
public company and locating acquisition opportunities.  There were no
non-cash compensation and marketing expenses as described above in results for
the quarter ending June 30, 2009.





Operations
reported for the quarter ended June 30, 2009 include the expense associated with
TOT-SIBBNS.  TOT-SIBBNS accounts for projects using the completed
contract method where all costs are capitalized on the balance sheet as Project
Costs.  Contract billings are recorded as a reduction to Project Costs
and revenue will only be recognized once amounts collected exceed costs
incurred.  We reported no revenue from contracts during the three
months ended June 30, 2009 and we had no revenue for the three months ended June
30, 2008. Additionally, pursuant to the completed contract method, costs
incurred for our existing oil drilling contract were $51,903 for the quarter
ended June 30, 2009 and related primarily to the relocation, on-going
maintenance and security, of equipment, which is reflected in general and
administrative costs.


13





General
and administrative expenses for the three months ended June 30, 2009, were
$1,926,479 of which $337,900 were attributable to TOT-SIBBNS , $29 to Korlea-TOT
for bank fees and $1,588,550 from TOT Energy corporate (USA)
expenses.  The following table details the major expense items by
category for TOT-SIBBNS and the Company for the quarter ended June 30,
2009:





ITEM
                    
                    TOT-Energy, Inc.
                    
                    
                    TOT-SIBBNSNon-cash
      compensation expense relating to the Subscription Agreement with
      TGR
                    
                    
                    1,264,087
                    
                    
                    
                    -Non-cash
      marketing expense relating to 500,000 shares issued to American Speed
      Factory for marketing and promotional services
                    
                    
                    50,000
                    
                    
                    
                    -Non-cash
      amortization of shares expected to be provided to Olympus
      Securities
                    
                    
                    64,285
                    
                    
                    
                    -Non-cash
      stock and option compensation expense for quarterly amortization of stock
      in lieu of salary
                    
                    
                    23,273
                    
                    
                    
                    -Payroll
      taxes and benefits
                    
                    
                    145,845
                    
                    
                    
                    62,294Professional
      fees
                    
                    
                    15,520Travel
                    
                    
                    5,803
                    
                    
                    
                    440Materials
      expense
                    
                    
                    -
                    
                    
                    
                    2,085Depreciation
                    
                    
                    255
                    
                    
                    
                    161,050Other
      general and administrative expenses
                    
                    
                    19,482
                    
                    
                    
                    112,031TOTAL
                    
                    
                    1,588,550
                    
                    
                    $
                    337,900





General
and administrative expenses for the three months ended June 30, 2008 were
$303,287, as we had no business and minimal administrative expenses during this
time.  TOT-SIBBNS was purchased July 16, 2008 and there are no
expenses associated with TOT-SIBBNS for the quarter ended June 30,
2008.





Other
expense was $55 for the three months ended June 30, 2009 as compared with $0 for
the three months ended June 30, 2008.





During
the three months ended June 30, 2009, we obtained funding of an aggregate of
$81,554 under the Subscription Agreement with TGR and recognized a non-cash
compensation expense of $1,264,087. This charge is the result of an intrinsic
value calculation that measures the difference between fair value on date
of issuance of the shares and the purchase price per share under
the Subscription Agreement, which amounted to a compensation expense of
$815,540. Additionally, the warrants to purchase 33,434,743 shares of common
stock issued in connection with these fundings resulted in a corresponding
compensation expense of $448,547 based on a Black-Scholes valuation
model.





The
non-controlling interest relating to the TOT-SIBBNS and Korlea-TOT joint
ventures were $84,489 and $14, respectively, for the three months ended June 30,
2009 as compared with $0 for the three months ended June 30, 2008. The joint
venture non-controlling interest reflects the joint venture partner’s ownership
of each joint venture.





Liquidity and capital
resources





At June
30, 2009, we had an accumulated deficit of $18,876,314 and cash of $88,953.
We are dependent upon receiving funds from our controlling stockholder, TGR
Energy, LLC, which is controlled by our president, Mike Zoi. Pursuant to the
Subscription Agreement, TGR is obligated to invest up to $2,000,000 to fund
short term working capital requirements in exchange for up to 100,000,000 shares
of our common stock and warrants to purchase up to 50,000,000 shares of common
stock with an exercise price of $0.05. The shares and warrants will be issued
quarterly and we will record an appropriate compensation expense as necessary
based on the fair value of the securities on the last day of each fiscal
quarter (the date of issuance).  At June 30, 2009, the remaining investment
obligation is $263,939.





For the
fiscal year ended March 31, 2009, TGR was issued an aggregate of 82,725,335
shares of common stock of the Company and fully vested warrants to purchase
41,362,168 shares of common stock of the Company at an exercise price of $0.05
per share pursuant to the terms of the Subscription Agreement.  These
issuances were in exchange for financings under the Subscription Agreement in
the aggregate amount of $1,654,507 of which $1,017,097 was cash and $637,410
related to refinancing of previously outstanding notes payable.  A
compensation charge of $8,827,218 was recorded for the fiscal year ended March
31, 2009. This amount is calculated as the difference between the market price
of our common stock at the end of each quarter in which shares were issued and
the subscription price of the common shares ($0.02) multiplied by the number of
shares issued, plus the Black-Scholes valuation of the warrants issued as
calculated at the end of each quarter.





For the
quarter ended June 30, 2009, TGR was issued 4,077,700 shares of common stock of
the Company and fully vested warrants to purchase 2,038,850 shares of common
stock of the Company for $0.05 per share in exchange for funding of $81,554
provided during the quarter under the terms of the Subscription Agreement. A
compensation charge of $1,264,087was recorded for the quarter ended June 30,
2009 as an officer of the Company is also a principal of TGR and the securities
issued were below market value.  This amount is calculated as the
difference between the market price of our common stock at the end of each
quarter in which shares were issued and the subscription price of the common
shares ($0.02) multiplied by the number of shares issued, plus the Black-Scholes
valuation of the warrants issued as calculated at the end of each
quarter.


14





Off-balance
sheet arrangements





At June
30, 2009, we did not have any off-balance sheet arrangements as defined in item
303(a)(4) of Regulation S-K.





Recently
Issued Accounting Pronouncements




In May
2008, the FASB issued Statement of Financial Accounting Standards No 165 (SFAS
No. 165), Subsequent Events, which establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. Adoption of this
Statement did not result in a change in current practice.





In April
2009, the FASB issued three related FASB Staff Positions (“FSP”): (i) FSP FAS
No. 115-2 and FAS No. 124-2, “Recognition of Presentation of
Other-Than-Temporary Impairments” (“FSP FAS 115-2 and FAS 124-2”), (ii) FSP FAS
No. 107-1 and Accounting Principles Board Opinion (“APB”) No. 28-1, “Interim
Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB
28-1”), and (iii) FSP FAS No. 157-4, “Determining the Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4), which are
effective for interim and annual reporting periods ending after June 15, 2009
and was adopted in the current period. FSP FAS 115-2 and FAS 124-2 amend the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
modify the requirement for recognizing other-than-temporary impairments, change
the existing impairment model, and modify the presentation and frequency of
related disclosures. FSP FAS 107-1 and APB 28-1 require disclosures about fair
value of financial instruments for interim reporting periods as well as in
annual financial statements. FSP FAS 157-4 provides additional guidance for
estimating fair value in accordance with SFAS No. 157, “Fair Value
Measurements” (“SFAS 157”).





In May,
2008, the FASB issued Statement No. 162, Hierarchy of Generally Accepted
Accounting Principles, which simply moves the requirements related to
which authoritative literature to look to first from the audit standards to
GAAP. The
Company will adopt FAS 162 for the quarter ending September 30,
2009.




Item
4. Controls and Procedures.





Our
disclosure controls and procedures are designed to provide reasonable assurance
that information required to be disclosed in our reports filed or submitted
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms, and
that such information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as
appropriate, to allow for timely decisions regarding required disclosure . In
designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.





As of
June 30, 2009, we continue to develop our core activities and focus our
resources on the acquisition of assets in the energy sector. Our disclosure
controls and procedures are currently inadequate because there are a limited
number of personnel employed and we cannot have an adequate segregation of
duties. Management works to mitigate this risk by being personally involved in
all substantive transactions. We are in the process of reviewing and, where
necessary, modifying controls and procedures throughout the Company as resources
permit. We expect this process to continue through the remainder of fiscal
2010.




During
the quarter ended June 30, 2009, there were no changes in internal controls over
financial reporting that have materially affected, or are reasonably likely to
materially affect, our internal control over financial
reporting.


15





PART
II — OTHER INFORMATION





Item
1. Legal proceedings





We are
not currently a party to any such proceedings the outcome of which would have a
material effect on our financial condition or results of
operations.





Item
2. Unregistered Sales of Equity Securities





For the
quarter ended June 30, 2009, TGR was issued 4,077,700 shares of common stock of
the Company and fully vested warrants to purchase 2,038,850 shares of common
stock of the Company for $0.05 per share in exchange for funding of $81,554
provided during the quarter under the terms of the Subscription
Agreement.





In April
2009, the Company issued 500,000 shares of common stock in exchange for
marketing and promotional activities.





During
the quarter ended June 30, 2009, the Company issued an aggregate of 148,472
shares of common stock in lieu of salaries and bonuses to employees of the
Company.





We
believe that each of the foregoing securities transactions were exempt from the
registration requirements of Section 5 of the Securities Act of 1933, as
amended, by virtue of Section 4(2) of the Securities Act which exempts
transactions by an issuer not involving any public offering.


16





Item
6. Exhibits





Exhibit
                Number
              
              Description2.1
              
              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, incorporated herein by
      reference to Appendix A to Schedule 14C filed with the Commission on
      February 11, 2009.10.1
              
              Bridge
      Loan Agreement between Registrant and Ener1 Group, Inc. dated November 2,
      2004 incorporated herein by reference to Exhibit 10.13 to Amendment No. 2
      to Splinex’s Registration Statement on Form S-1 filed with the Commission
      on December 3, 2004 (Registration No. 333-116817)3.4
              
              Certificate
      of Amendment of Articles of Incorporation herin filed by reference to
      Appendix A to Schedule 14C filed with the Commission on February 11,
      2009.10.1
              
              Bridge
      Loan Agreement between Registrant and Ener1 Group, Inc. dated November 2,
      2004 incorporated herein by reference to Exhibit 10.13 to Amendment No. 2
      to Splinex’s Registration Statement on Form S-1 filed with the Commission
      on December 3, 2004 (Registration No. 333-116817)10.2
              
              Amendment
      to Bridge Loan Agreement between Registrant and Ener1 Group, Inc. dated
      November 17, 2004 incorporated herein by reference to Exhibit 10.14 to
      Amendment No. 2 to Splinex’s Registration Statement on Form S-1 filed with
      the Commission on December 3, 2004 (Registration No.
      333-116817)10.3
              
              Employment
      Agreement between Christian Schormann and Splinex dated January 12, 2005,
      incorporated herein by reference to Exhibit 10.15 of the Current Report on
      Form 8-K filed with the Commission on January 25, 2005.10.4
              
              Revolving
      Debt Funding Commitment Agreement between Bzinfin, S.A. and Registrant,
      dated as of June 9, 2004, incorporated herein by reference to Exhibit
      10.1 to Splinex’s Registration Statement on Form S-1 filed with the
      Commission on June 24, 2004 (Registration No.
  333-116817)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)10.7
              
              Sublease
      Agreement between Ener1 Group, Inc. and Splinex, LLC, dated as of
      November 1, 2003, assigned to Registrant as of April 1, 2004,
      incorporated herein by reference to Exhibit 10.4 to Splinex’s Registration
      Statement on Form S-1 filed with the Commission on June 24, 2004
      (Registration No.
333-116817)


17





10.8
                
                Contribution
      Agreement between Splinex, LLC and Registrant, dated as of April 1,
      2004, incorporated herein by reference to Exhibit 10.5 to Splinex’s
      Registration Statement on Form S-1 filed with the Commission on June 24,
      2004 (Registration No. 333-116817)10.9
                
                Assignment
      and Assumption of Employment Agreements between Splinex, LLC and
      Registrant, dated as of April 1, 2004, incorporated herein by
      reference to Exhibit 10.6 to Splinex’s Registration Statement on Form S-1
      filed with the Commission on June 24, 2004 (Registration No.
      333-116817)10.10
                
                Global
      Bill of Sale and Assignment and Assumption Agreement between Splinex, LLC
      and Registrant, dated as of April 1, 2004, incorporated herein by
      reference to Exhibit 10.7 to Splinex’s Registration Statement on Form S-1
      filed with the Commission on June 24, 2004 (Registration No.
      333-116817)10.11
                
                Employment
      letter between Gerard Herlihy and Registrant, dated May 20, 2004,
      incorporated herein by reference to Exhibit 10.8 to Splinex’s Registration
      Statement on Form S-1 filed with the Commission on June 24, 2004
      (Registration No. 333-116817)10.12
                
                Consulting
      Agreement between Dr. Peter Novak and Registrant, dated
      January 1, 2004, incorporated herein by reference to Exhibit 10.9 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)10.15
                
                Employment
      Agreement between Michael Stojda and Registrant, dated September 1,
      2004, incorporated herein by reference to Exhibit 10.12 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)10.16
                
                Reseller
      Agreement between Waterloo Maple Inc. and TOT Energy, Inc. dated May 27,
      2005., incorporated herein by reference to Exhibit 10.1 to Splinex’s
      Current Report on Form 8-K, filed with the Commission on June 3,
      200510.17
                
                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,
      200510.18
                
                Termination
      Agreement dated October 17, 2005 by and between Splinex and Christian
      Schormann, incorporated by reference to Exhibit 10.2 to Splinex’s Current
      Report on Form 8-K, filed with the Commission on November 21,
      200510.19
                
                First
      Amendment to Splinex Technology, Inc. 2004 Stock Option Plan incorporated
      by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K,
      filed with the Commission on June 30, 200914
                
                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, 200531.1*
                
                Certification
      of Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2*
                
                Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1*
                
                Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002





* Filed
herewith.


18





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





TOT
      Energy, Inc.RegistrantDate:
      August 13, 2009
                  By:
                  /s/
      Jonathan NewName:
      Jonathan NewTitle:
      Chief Financial
Officer


19