UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 **FORM
10-QSB-A**
 
 **[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)**
 **OF
THE SECURITIES EXCHANGE ACT OF 1934**
 
 For the
First Quarter ended March
31, 2005
 
 Commission
File Number: 0-30891
 
 
 **Turner
Valley Oil & Gas, Inc.**
 (Exact
name of Registrant as specified in its charter)
 
 
 Nevada 91-1980526
 (Jurisdiction
of Incorporation) (I.R.S.
Employer Identification No.)
 
 6160
Genoa Bay Road, Duncan B.C. Canada V9L
5Y5
 (Address
of principal executive offices)   (Zip
Code)
 
 Registrant's
telephone number, including area code:    (250)
746-1551
 
 Securities
registered pursuant to Section 12(g) of the Act: Common
Stock
 
 48,535,970 shares
off common stock were outstanding as of March 31, 2005.
 
 Transitional
Small Business Disclosure Format (check one): yes [  ] no [X]
 
 
 
 ***Page
- 1***
 ****
 **PART
I: FINANCIAL INFORMATION**
 
 **Item
1. Financial Statements.**
 
 The
financial statements, for the three months ended March 31, 2005, included herein
have been prepared by the us, without audit pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnotes disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although we believe that the
disclosures are adequate to make the information not misleading.
 
 
 
 The
Remainder of this Page is Intentionally left Blank




***Page
- 2***






**Turner
Valley Oil & Gas Incorporated**
 Consolidated
Balance Sheets
  **ASSETS**March
      31,
    
    
    December
      31,2005
    
    
    2004(Unaudited)Current
      AssetsCash
    
    $
    16,128
    
    $
    22,191Accounts
      Receivable (Net of Allowance of $0)
    
    $
    6,068
    
    $
    4,809Total
      Current Assets
    
    
    22,196
    
    
    27,000Oil
      and Gas Properties Using Full Cost AccountingProperties
      not subject to amortization
    
    
    48,942
    
    
    48,942Accumulated
      Amortization
    
    
    (13,267
    )
    
    (10,767
    )Net
      Oil and Gas Properties
    
    
    35,675
    
    
    38,175Other
      AssetsInvestments
    
    
    181,585
    
    
    181,585Total
      Other Assets
    
    
    181,585
    
    
    181,585Total
      Assets
    
    $
    239,456
    
    $
    246,760**LIABILITIES
      AND STOCKHOLDERS' EQUITY**Current
      LiabilitiesAccounts
      Payable
    
    $
    35,937
    
    $
    19,053Notes
      Payable - Related Party
    
    
    23,659
    
    
    23,659Total
      Current Liabilities
    
    
    59,596
    
    
    42,712Total
      Liablilities
    
    
    59,596
    
    
    42,712Stockholders'
      EquityCommon
      Stock; Par Value $.001 Per Share; Authorized100,000,000
      Shares; 48,535,984 and 42,560,984 SharesIssued
      and Outstanding, respectively
    
    
    48,536
    
    
    48,536Capital
      in Excess of Par Value
    
    
    3,559,673
    
    
    3,559,673Deficit
      Accumulated During the Development Stage
    
    
    (3,377,881
    )
    
    (3,351,326
    )Subscription
      Receivable
    
    
    (48,750
    )
    
    (48,750
    )Other
      Comprehensive Income
    
    
    (1,718
    )
    
    (4,085
    )Total
      Stockholders' Equity
    
    
    179,860
    
    
    204,048Total
      Liabilities and Stockholders' Equity
    
    $
    239,456
    
    $
    246,760
  The
accompanying notes are an integal part of theses financial
statements.
  ***Page
- 3***
   **Turner
Valley Oil & Gas Incorporated**
 Consolidated
Statements of Operations
 (Unaudited)
  FromInception onApril 21, 1999For
      the Three Months Ended
    
    
    throughMarch
      31,
    
    
    March
      31,
    
    
    March
      31,2005
    
    
    2004
    
    
    2005REVENUE
    
    $
    1,640
    
    $
    -
    
    $
    11,061Total
      Revenue
    
    $
    1,640
    
    $
    -
    
    $
    11,061EXPENSESCost
      of Production
    
    
    2,565
    
    
    -
    
    
    11,915Depletion
    
    
    2,500
    
    
    -
    
    
    13,267General
      & Administrative
    
    
    23,130
    
    
    209,302
    
    
    3,334,985Total
      Expenses
    
    
    28,195
    
    
    209,302
    
    
    3,360,167NET
      OPERATING LOSS
    
    
    (26,555
    )
    
    (209,302
    )
    
    (3,349,106
    )OTHER
      INCOME (EXPENSES)Royalty
      Income
    
    
    -
    
    
    212Abandonment
      of Oil & Gas Property
    
    
    -
    
    
    -
    
    
    (25,481
    )Interest
      Expense
    
    
    -
    
    
    (374
    )
    
    (3,294
    )Total
      Other Income (Expenses)
    
    
    -
    
    
    (162
    )
    
    (28,775
    )NET
      LOSS
    
    $
    (26,555
    )
    $
    (209,464
    )
    $
    (3,377,881
    )BASIC
      LOSS PER COMMON SHARE
    
    $
    (0.00
    )
    $
    (0.00
    )WEIGHTED
      AVERAGE NUMBER OFSHARES
      OUTSTANDING
    
    
    48,535,984
    
    
    43,227,055COMPREHENSIVE
      INCOMENet
      Loss
    
    $
    (26,555
    )
    $
    (209,464
    )
    $
    (3,377,881
    )Other
      Comprehensive Income:Foreign
      Currency Translation
    
    
    2,367
    
    
    (546
    )
    
    (1,718
    )Comprehensive
      Income (Loss)
    
    $
    (24,188
    )
    $
    (210,010
    )
    $
    (3,379,599
    )
  The accompanying notes are an integal part of theses
financial statements.
   ***Page
- 4***
  **Turner
Valley Oil & Gas Incorporated**
 Consolidated
Statements of Cash Flows
  FromInception
      onFor
      the three months ended
    
    
    April
      21, 1999March
      31,
    
    
    throughMarch
      31,2005
    
    
    2004
    
    
    2005CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income (Loss)
    
    $
    (26,555
    )
    $
    (293,785
    )
    $
    (3,377,881
    )Adjustments
      to Reconcile Net Loss to Net CashProvided
      by Operations:Depletion
    
    
    2,500
    
    
    
    
    
    13,267Loss
      on Abandonment of Property
    
    
    -
    
    
    71,072Common
      Stock Issued for Services Rendered
    
    
    -
    
    
    186,500
    
    
    2,767,860(Loss)
      From Sale of Investments
    
    
    -
    
    
    
    
    
    25,481Common
      Stock Issued for Retirement of Accounts Payable
    
    
    -
    
    
    -
    
    
    326,599Non-cash
      effect from foreign currency translation
    
    
    
    
    
    (761
    )
    
    (4,085
    )Change
      in Assets and Liabilities:Increase
      (Decrease) in Accounts Receivable
    
    
    1,259
    
    
    
    
    
    (3,550
    )Increase
      (Decrease) in Accounts Payable
    
    
    16,733
    
    
    12,955
    
    
    40,392Increase
      (Decrease) in Interest Payable
    
    
    -
    
    
    374
    
    
    19,053Net
      Cash Provided(Used) by Operating Activities
    
    
    (6,063
    )
    
    (23,645
    )
    
    (192,864
    )CASH
      FLOWS FROM INVESTING ACTIVITIES:Proceeds
      from Sale of investments
    
    
    
    
    
    
    
    
    56,706Expenditures
      for Oil & Gas Property Development
    
    
    
    
    
    (8,214
    )
    
    (312,714
    )Net
      Cash Provided (Used) by Investing Activities
    
    
    -
    
    
    (8,214
    )
    
    (256,008
    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from Issuance of Common Stock
    
    
    -
    
    
    -
    
    
    465,000Cash
      received from Notes Payable-Related Party
    
    
    
    
    
    25,000Net
      Cash Provided(Used) by Financing Activities
    
    
    -
    
    
    25,000
    
    
    465,000NET
      INCREASE (DECREASE) IN CASH AND EQUIVALENTS
    
    
    (6,063
    )
    
    (6,859
    )
    
    16,128CASH
      AND EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    22,191
    
    
    9,394
    
    
    -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    16,128
    
    $
    2,535
    
    $
    16,128Cash
      Paid For:Interest
    
    $
    -
    
    $
    -
    
    $
    -Income
      Taxes
    
    $
    -
    
    $
    -
    
    $
    -Common
      Stock Issued for Services Rendered
    
    
    
    
    $
    186,500
    
    $
    2,767,860Common
      Stock Issued to Retire Accounts Payable
    
    $
    -
    
    $
    -
    
    $
    326,599
  The accompanying notes are an integal part of theses
financial statements.
   ***Page
- 5***
  **Turner
Valley Oil & Gas Incorporated**
 (A
Development Stage Company)
 Notes to
the Consolidated Financial Statements
 March 31,
2005
 
 
 GENERAL
 
 Turner
Valley Oil & Gas Incorporated, (the Company) has elected to omit
substantially all footnotes to the financial statements for the three months
ended March 31, 2005 since there have been no material changes (other than
indicated in other footnotes) to the information previously reported by the
Company in their Annual Report Form 10-KSB filed for the fiscal year ended
December 31, 2004.
 
 UNAUDITED
INFORMATION
 
 The
information furnished herein was taken from the books and records of the Company
without audit. However, such information reflects all adjustments which are, in
the opinion of management, necessary to properly reflect the results of the
interim period presented. The information presented is not necessarily
indicative of the results from operations expected for the full fiscal
year.
 ***Page
- 6***
   
 **Item
2. Discussion and Analysis or Plan of Operation.**
 
 **(A)**  **PLAN
OF OPERATION.**
 
 The
Company changed its plan of operations to a sole focus on; exploration for,
development drilling for, and transmission facilities for the production and
sale of oil and gas. To reflect this change, the Company changed its name to
Turner Valley Oil & Gas Corporation, and incorporated a wholly owned
Canadian subsidiary named T.V Oil & Gas Canada Limited. This later Company
is a Federal Canadian Registered Company and complies with all applicable laws
within Canada. As previously reported, the Company (through its wholly owned
subsidiary, TV Oil and Gas Canada Limited (a Federal Canadian Corporation) holds
a substantial share position in WIN Energy Inc. of Calgary, Alberta
Canada.
 
 Our
financial statements contain the following additional material
notes:
 
 (Note
2-Going Concern) The Company ' s
financial statements have been prepared assuming that the Company will continue
as a going concern. The Company is dependent upon raising capital to execute its
business plan. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty. It is management's plan to
raise capital in order to execute their business plan, thus creating necessary
operating revenues.
 
 (Note
3-Development Stage Company) The Company is a development stage company as
defined in Financial Accounting Standards Board Statement 7. It is concentrating
substantially all of its efforts in raising capital and developing its business
operations in order to generate operating revenues.
 
 **(B)
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF**  **OPERATIONS.**
 
 During
the quarter ended March 31, 2005 the Company had royalty revenues of $5,006,
which were received from its working interest in the Strachan property. The
Company has not added any further working interests in oil and gas producing
properties during the quarter ended March 31, 2005. All the Company' s
properties are geologically and physically independent of one another. They are
all located in the Western Canadian Geologic Basin centred in Alberta,
Canada.
 
 **The
Strachan Property**
 
 On August
20, 2003, the Company entered into a purchase agreement to acquire 1% interest
in a producing gas well, located at 2-2-38-9W5 Red Deer, Alberta, Canada. The
gas production rate at the time of the acquisition fluctuated between 1.5 and 2
MMCF/Day (million cubic feet of gas per day). The Company' s senior
management has set out a rework program for this well. The rework program calls
for an acid wash and acid stimulation of the producing formation. The Company
has agreed to participate in the program. The program was completed on October
15, 2003 and as of October 20, 2003, the new production rates have stabilized at
2.66 MMCF/Day, representing a 40% increase over initial production
rates.
 
 In
addition to the preceding acquisition, the Company entered into a purchase
agreement to acquire 0.5% interest in 10 Sections (6,400 acres) of drilling
rights offsetting Sct. 22-38-9W-5. These offsetting sections have identified
seismic anomalies in multiple cretaceous pay zones. The purchase price of the
property was $45,114
 
 During
the quarter ended March 31, 2005, the Company received $5,004 in oil and gas
fees from this property.
 
 **The
Karr Property**
 
 On
September 29, 2003, the Company entered into a purchase agreement to acquire 10%
of a cased gas-well in the northwest of Alberta. The Company will earn 8% before
initial payout (BPO) of its investment and 4% after the initial (APO) investment
has been paid. The well was drilled in 1999 by Poco Petroleums and ceased after
initial testing. Burlington Resources acquired Poco Petroleums.
 
 Following
negotiations with Burlington the lease was assigned to another operator in
consideration of a gross overriding royalty and the new operator has prepared a
re-completion program to be carried out prior to the expiration of the lease.
This re-completion work is entering phase 2 which is to equip the well with full
production facilities. The gross estimated cost of these facilities is $250,000
Canadian. The 10% participation will earn 8% BPO and 4% APO. The purchase price
of the property was $44,430.
 
 From any
internal review by the Company, Management decided to exit from this property
due to the uncertainty of the economic recovery of the ongoing costs of
participation and the costs already incurred on this project. The costs of
exiting from this property were $4,480.
 
 **The
Turner Valley Project**
 
 On
October 10, 2003, the Company entered into a purchase agreement to acquire 10%
of a cased gas-well south west of Calgary. The Company will earn 10% after the
initial investment has been paid (APO). The gas well was drilled in 1969 by
Shell Oil for deep oil potential in the Turner Valley Formation (drill depth
10,803 feet). An oil pay zone was encountered but watered out after 5 years of
production and was subsequently abandoned by Shell Oil. The Company has a 7.5%
working interest in 7 sections (4480 acres) of offset land. The purchase price
of this property was $18,427.
 
 From any
internal review by the Company, Management decided to exit from this property
due to the uncertainty of the economic recovery of the ongoing costs of
participation and the costs already incurred on this project. The costs of
exiting from this property were $3,734.
 
 **Triangle
Lands**
 
 On
November 28, 2003, the Company entered into a purchase agreement to acquire 25%
interest in leases containing 9287 gross acres (5350 net acres) within 17
sections of land extending along a regional structural trend in the southwest
Alberta Foothills Belt for approximately 30 miles. Based on geologic and seismic
surveys, the leases are located on Triangle shaped structures that have
prospective gas reserves. Acquisition of this property amounted to
$192,700.
 
 The
Company is currently engaged in a significant independent evaluation being
conducted by a very prominent Oil and Gas Evaluation Firm in Calgary, Alberta,
Canada. It is expected that this confidential report will be available to the
company in early April 2004 and the Company will be making its drilling
intentions public soon thereafter. Our internal evaluations indicate significant
potential for Turner Valley Oil and Gas and it is Management ' s
position that it intends to focus the Company ' s
attention on this area. There will be a substantial requirement for the Company
to capitalize a drilling program in the second Quarter of 2004, should the
Company proceed with the proposed exploration plans. The Company expects to
announce its intentions regarding this financing plan, next following the
completion of Management ' s
internal reviews of all data currently being assessed.
 
 General
and administrative costs for the quarter ended March 31, 2005 decreased by 94%
to $18,355, when compared to $315,653, for the same period last year. The
decreases in costs were caused by a reduction in services provided by legal and
accounting professionals.
 
 **Liquidity**
 
 The
Company ' s net
working capital for the quarter ended March 31, 2005 was a negative $(12,583),
compared to $9,095 for the year ended December 31, 2004. The decrease in working
capital was due to costs associated with abandonment of oil and gas properties
and costs relating to the operations of the Company. To date, we have not
invested in derivative securities or any other financial instruments that
involve a high level of complexity or risk. We expect that in the future, any
excess cash will continue to be invested in high credit quality,
interest-bearing securities. We believe cash from operating activities, and our
existing cash resources may not be sufficient to meet our working capital
requirements for the next 12 months. We will likely require additional funds to
support the Company ' s
business plan. Management intends to raise additional working capital through
debt and equity financing. There can be no assurance that additional financing
will be available on acceptable terms, if at all. If adequate funds are not
available, we may be unable to take advantage of future opportunities, respond
to competitive pressures, and may have to curtail operations.
 
 There are
no legal or practical restrictions on the ability to transfer funds between
parent and subsidiary companies. There are no known trends or uncertainties
excepting those herein disclosed, that will have a material impact on revenues.
 
 ****
 **PART
II: OTHER INFORMATION**
 
 **Item
1. Legal Proceedings.** None.
 
 **Item
2. Changes in Securities.** None.
 
 **Item
3. Defaults on Senior Securities.** None
 
 **Item
4. Submission of Matters to Vote of Security Holders** .
None.
 
 **Item
5. Other Information** .
None.
 
 **Item
6. Exhibits and Reports on Form 8-K.**
 
 Exhibit
31. Section 302 Certification
 
 Exhibit
32. Certification Pursuant TO 18 USC Section 1350
  
 The
Remainder of this Page is Intentionally left Blank




***Page
- 7***
 
 
 ****
 **SIGNATURES**
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this Form 10-Q
Report for the Quarter ended March
31, 2005 , has
been signed below by the following persons on behalf of the Registrant and in
the capacity and on the date indicated.
 
 
 
 
 ***Turner
Valley Oil and Gas, Inc.***
 
 Dated:
May 16, 2005
 
 by
 
 
 /s/Christopher Paton-Gay
    
    /s/Donald Jackson Wells
    
    /s/Joseph KaneChristopher
      Paton-Gay
      president
      director
    
    Donald
      Jackson Wells
      director
    
    Joseph
      Kane
      director
 
  
 
 
 ***Page
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 **Exhibit
31**
 
 **Section
302 Certification**
 
 
  
 
 ***Page
- 9***
 ****
 ****
 **CERTIFICATIONS
PURSUANT TO SECTION 302**
 
 I,Christopher
      Paton-Gay,
      president/director, certify that:
 
 1. I have
reviewed this quarterly report on Form 10-QSB of March 31, 2005;
 
 2. Based
on my knowledge, this quarterly report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly
report;
 
 3. Based
on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;
 
 4. The
registrant's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
 
 a)
      designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this quarterly report is being
      prepared;
 
 b)
      evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date");
and
 
 c)
      presented in this quarterly report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;
 
 5. The
registrant's other certifying officers and I have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
 
 a)
      all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls;
      and
 
 b)
      any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and
 
 6. The
registrant's other certifying officers and I have indicated in this quarterly
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
 
 Dated:
May 16, 2005   /s/ Christopher Paton-Gay
 Christopher
Paton-Gay
 president
director
 
  
 
 ***Page
- 10***
 
 
 
 
 **Exhibit
32**
 
 **CERTIFICATION
PURSUANT TO 18 USC SECTION 1350**
 
 
 ***Page
- 11***
  
 
 **CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,**
 **AS
ADOPTED PURSUANT TO SECTION 906 OF THE**
 **SARBANES-OXLEY
ACT OF 2002**
 
 
 
 
 In
connection with the Quarterly Report of  *Turner
Valley Oil & Gas, Inc.* , a
Nevada corporation (the "Company"), on Form 10-QSB for the quarter ended March
31, 2005 as filed with the Securities and Exchange Commission (the "Report"), I, Christopher
Paton-Gay ,
president/director of the Company, certify, pursuant to 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
 
 
 (1) The
Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
 
 (2) The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
  Dated:
May 16, 2005    /s/
Christopher Paton-Gay
 Christopher
Paton-Gay
 president
director
 
  ***Page
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