Item 1. Business
Organizational
We were originally formed on October 10, 2005 as Hola Communications, Inc. in the State of Nevada. We were formed to provide wireless broadband access in Northern Mexico and Southwestern California. In October 2007, we redirected our business focus to the oil and gas industry. In November 2007, the Company created a wholly owned Nevada subsidiary for the purpose of affecting a name change from Hola Communications, Inc. to TAMM Oil and Gas Corp.
Business Overview
Our corporate headquarters are located in Calgary, Canada.
We have not yet commenced significant operations in the heavy oil exploration business. Our activities have been limited to organizational matters and:
·
Acquiring oil sands leases;
·
Developing our business plan; and
·
Raising capital to conduct our operations.
Our heavy oil exploration activities will be conducted on properties located in Alberta Canada. We have acquired a 100% interest in 24 sections of Oil Sands leases with 15 year terms
None of our properties are currently in the production stage.
For the years ended March 31, 2014 and 2013, we reported net losses of $57,772 and $10,961,229, respectively.
Description of Business
Principal Product.
We intend to produce only a single product, heavy oil, which we intend to extract from the above properties depending upon our exploration test results and activities. Any additional Petroleum and Natural Gas production that may be found will be an added byproduct. To date, we have not engaged in any production activities.
Distribution Methods.
Should we be successful in producing oil, it will be sold to other companies with downstream processing capabilities.
Status of Publicly Announced Products or Services.
We have not announced any products or services. Since our business is limited to conducting exploration activities, we do not anticipate any such development.
Competitive business conditions.
We compete with oil and natural gas companies and other individual producers and operators, many of which have longer operating histories and substantially greater financial and other resources than we do. Additionally, many of our competitors have the following competitive advantages: (a) recruitment of qualified personnel; (b) absorbing changes in laws and regulation in the jurisdictions in which we do business and ability to handle longer periods of reduced prices of gas and oil more easily than we can; and (c) paying more for productive oil and natural gas properties and being able to define, evaluate, bid for and purchase a greater number of properties and prospects than we can. Our ability to compete will be contingent upon our ability to acquire additional properties in the future, conduct efficient operations, evaluate and select suitable properties, and implement advanced technologies and consummate transactions in a highly competitive environment.
Sources and Availability of Raw Materials.
We do not use significant quantities of raw materials in our operations at this time.
Dependence on one or a few major customers.
We do not anticipate becoming dependent upon one or a few customers since there are several companies that conduct business in downstream heavy oil processing - however typically once production starts, it is sold to one marketing company for resale.
Patents, trademarks, licenses, franchises and concessions.
We have no patents, trademarks, licenses, franchises or concessions.
Research and Development Expenditures.
We have spent no funds on research and development activities nor do we anticipate any such future expenditure in the next 2-5 years - should an enhanced recovery project be identified, a certain amount of the capital will be assigned to research at the early stages of such a project to identify the most economic technical model.
Need for governmental approval.
Development and production, and sale of oil and natural gas in Canada are subject to complex laws and regulations, which require government approval, and can adversely affect the cost, manner, or feasibility of doing business. We may be required to make significant expenditures to comply with environmental and other governmental regulations, including the following matters that are subject to regulation:
·
location and density of wells;
·
surface access;
·
drilling approvals;
·
wildlife approvals;
·
native and trapper approvals;
·
handling of drilling fluids and obtaining discharge permits for drilling operations;
·
bonds for ownership, development and production of natural gas and oil properties;
·
transportation of natural gas and oil by pipelines;
·
operation of wells and reports concerning operations; and
·
taxation
Effect of existing or probable governmental regulations.
We are subject to existing and revisions to governmental regulations, including accounting for and payment of royalties on production from Provincial, Federal and Native lands. We are also subject to Provincial and Federal environmental, health, safety and transportation, and employer regulations.
Effect of compliance with federal, state, and local provisions for the protection of the environment.
We are subject to extensive environmental regulations. If we experience any leakage of crude oil and/or gas from the subsurface portions of a well, our gathering system could cause degradation of fresh groundwater resources, as well as surface damage, potentially resulting in suspension of operation of a well, fines and penalties from governmental agencies, expenditures for remediation of the affected resource, and liabilities to third parties for property damages and personal injuries. In addition, any sale of crude oil or gas collected as part of the drilling and recovery process could impose liability in accordance with applicable environmental health, transportation, and safety laws.
Employees.
We hire geologists, geophysicists, accountants; land management, legal and general management advisory personnel on a contract consulting basis. There are not permanent or part time employees.
Reports to Security Holders and Available Information
Our principal executive offices are located at Postfach 1014 Zurich Switzherland . Our telephone number is 01141 43 538 3488. Our annual, quarterly, and current reports with the Securities and Exchange Commission (SEC), copies of which are available on our website at www.tammoilandgas.com or from the SEC free of charge at www.sec.gov . The public may also read and copy any materials, which we have filed with the SEC at the SEC’s Public Reference Room at 100 F Street N.E., Washington, DC 20549. Information on the Public Reference Room may be obtained by calling: 1-800-SEC-0330.
Item 1A.
Item 1A. Risk Factors
The following risks and uncertainties, along with other information contained in this Form 10-K, should be carefully considered by anyone considering an investment in our securities. The occurrence of any of the following risks could negatively affect our business, financial condition and operating results.
Our financial condition raises substantial doubt about our ability to continue as a going concern.
During the period from our inception of October 10, 2005 to our year end at March 31, 2014, we have an accumulated deficit of $81,614,269. Our auditors have issued a going concern opinion indicating that our significant operating losses, working capital deficit and inability to generate any revenues, cause substantial doubt about our ability to continue as a going concern, and that there is uncertainty as to whether we have the capability to continue our operations without additional funding. Accordingly, we anticipate that we will need additional funding during the next 12 months, which we plan to seek through public or private equity financing, bank debt financing, or from other sources; however, adequate funds may not be available when needed, and even if we raise additional funds through sales of our equity securities, existing stockholder interests will be diluted.
We lack an operating history in our current business plan, which makes it difficult to evaluate whether we will be able to continue our operations or ever be profitable.
In October 2007, we began our current business plan of conducting exploration for heavy oil. Our short operating history has consisted of preliminary acquisition and exploration activities and non-income-producing activities. Accordingly, we have no adequate operating history to evaluate our future success or failure.
We currently have no significant operations, and our future operations are subject to substantial risks, we may be unsuccessful in conducting our operations.
We have not commenced oil production. We will be unable to generate revenues or make profits, unless we actually commence significant production.
We are subject to substantial regulation of our business, including requirements to obtain numerous licenses and permits in the operation of our business; if we are denied needed government licenses and permits or otherwise fail to comply with federal and state requirements, we may be subject to increased compliance costs and fines or penalties.
Exploration and Production
Our operations are subject to various types of regulation at federal, state, provincial, territorial and local levels. These types of regulations may include requiring permits for the drilling of wells, drilling bonds and reports concerning operations. Most provinces, states, territories and some municipalities in which we operate also regulate one or more of the following:
·
the location of wells;
·
the method of drilling and casing wells;
·
the surface use and restoration of properties upon which wells are drilled;
·
the plugging and abandoning of wells; and
·
notice to surface owners and other third parties.
Our future exploration activities will require licenses, permits, or compliance with other state and federal requirements, including:
·
Acquiring permits before commencing drilling;
·
Restricting substances that can be released into the environment with drilling and production activities;
·
Limiting or prohibiting drilling activities on protected areas such as wetlands or wilderness areas;
·
Requiring that reclamation measures be taken to prevent pollution from former operations;
·
Requiring remedial measures to mitigate pollution from former operations, such as plugging abandoned wells and remediation of contaminated soil and groundwater; and
·
Requiring remedial measures to be taken with respect to property designated as a contaminated site.
Additionally, we could be liable for personal injury, clean-up costs and other environmental and property damages, as well as administrative, civil and criminal penalties. Although we maintain limited insurance coverage for sudden and accidental environmental damages as well as environmental damage that occurs over time, we have not obtained coverage for the full potential liability of environmental damages since we do not believe that we can obtain insurance coverage for the full potential liability of environmental damages is available at a reasonable cost. Accordingly, we could be liable, or could be required to cease production on properties, if environmental damage occurs. Delays or failures to acquire required licenses or permits or successfully comply with the pertinent federal and state regulations will negatively impact our operations.
Although the regulatory burden on the oil and gas industry increases our cost of doing business and, consequently, affects our profitability, these burdens generally do not affect us any differently or to any greater or lesser extent than they affect other companies in the industry with similar types, quantities and locations of production.
The successful implementation of our plan of operations is subject to risks inherent in the oil and gas business.
Our oil and gas operations are subject to the economic risks associated with exploration, development and production activities, including substantial expenditures to locate and acquire properties and to drill exploratory wells. Additionally, the cost and timing of drilling, completing and operating wells may be uncertain. The presence of unanticipated pressure or irregularities in formations, miscalculations or accidents may cause our exploration, development and production activities to be delayed or unsuccessful, and may result in the total loss of our investment in a particular property. The technology required to economically produce this prospect is not well developed at this time, and thus additional time, costs may be incurred to fully develop the technology to an economic stage.
Trends and Uncertainties
Our ability to produce sufficient quantities of oil and gas from our properties may be adversely affected by factors outside of our control.
We have not commenced significant oil production. We will be unable to generate revenues or make profits, unless we actually commence significant oil production. Drilling, exploring and producing oil and gas involves various substantial risks beyond our control, including:
·
unproductive wells;
·
productive wells that are unable to produce oil or gas in economically feasible quantities;
·
hazards, such as unusual or unexpected geological formations, pressures, fires, blowouts, loss of circulation of drilling fluids or other conditions that may substantially delay or prevent completion of any well;
·
adverse weather conditions hindering drilling operations;
·
a productive well becoming uneconomic due to pressure depletion, water encroachment, mechanical difficulties, or other factors, which impair or prevent the production of oil and/or gas from the well;
·
operations being adversely affected by the proximity and capacity of oil and gas pipelines and processing equipment;
·
market fluctuations of taxes, royalties, land tenure; and
·
allowable production and environmental protection.
Government and Environmental Regulation
Our business is governed by numerous laws and regulations at various levels of government. These laws and regulations govern the operation and maintenance of our facilities, the discharge of materials into the environment and other environmental protection issues. The laws and regulations may, among other potential consequences, require that we acquire permits before commencing drilling, restrict the substances that can be released into the environment with drilling and production activities, limit or prohibit drilling activities on protected areas such as wetlands or wilderness areas, require that reclamation measures be taken to prevent pollution from former operations, require remedial measures to mitigate pollution from former operations, such as plugging abandoned wells and remediation of contaminated soil and groundwater, and require remedial measures to be taken with respect to property designated as a contaminated site.
Under these laws and regulations, we could be liable for personal injury, clean-up costs and other environmental and property damages, as well as administrative, civil and criminal penalties. We maintain limited insurance coverage for sudden and accidental environmental damages as well as environmental damage that occurs over time. However, we do not believe that insurance coverage for the full potential liability of environmental damages is available at a reasonable cost. Accordingly, we could be liable, or could be required to cease production on properties, if environmental damage occurs.
The costs of complying with environmental laws and regulations in the future may harm our business. Furthermore, future changes in environmental laws and regulations could occur that may result in stricter standards and enforcement, larger fines and liability, and increased capital expenditures and operating costs, any of which could have a material adverse effect on our financial condition or results of operations.
We rely upon third parties in our business which could adversely affect our business.
We rely upon third parties, including: (a) those that assist us in identifying desirable oil and gas prospects to acquire and to provide us with technical assistance and services; (b) the services of geologists, geophysicists, chemists, engineers and other scientists to explore and analyze oil prospects to determine a method in which the oil prospects may be developed in a cost-effective manner; and (c) owners and operators of oil drilling equipment to drill and develop our prospects to production. Although we have developed relationships with a number of third-party service providers, we cannot assure that we will be able to continue to rely on such persons. If any of these relationships with third-party service providers are terminated or are unavailable on commercially acceptable terms, we may be unable to execute our operational plan.
Market fluctuations in the prices of oil & gas could adversely affect our business.
Prices for oil and natural gas tend to fluctuate significantly in response to factors beyond our control, including:
·
actions of the Organization of Petroleum Exporting Countries and its production constraints;
·
United States and global economic environment;
·
weather conditions;
·
availability of alternate fuel sources;
·
transportation interruption;
·
the impact of drilling levels on crude oil and natural gas supply; and
·
the environmental and access issues that could limit future drilling activities industry wide.
Additionally, changes in commodity prices affect our capital resources, liquidity and expected operating results. Price changes directly affect revenues and can indirectly impact expected production by changing the amount of funds available to reinvest in exploration and development activities. Reductions in oil and gas prices not only reduce revenues and profits, but could also reduce the quantities of reserves that are commercially recoverable. Significant declines in prices could result in charges to earnings due to impairment. Changes in commodity prices may also significantly affect our ability to estimate the value of producing properties for acquisition and divestiture, and often cause disruption in the market for oil producing properties, as buyers and sellers have difficulty agreeing on the value of the properties. Price volatility also makes it difficult to budget for and project the return on acquisitions, development and exploitation of projects. We expect that commodity prices will continue to fluctuate significantly in the future.
Oil and Natural Gas Properties
We believe that we have satisfactory title to our producing properties in accordance with standards generally accepted in the oil and natural gas industry and specific to the jurisdiction that the properties reside.
Although title to these properties is subject to encumbrances, in some cases, such as customary interests generally retained in connection with the acquisition of real property, customary royalty interests and contract terms and restrictions, liens under operating agreements, liens related to environmental liabilities associated with historical operations, liens for current taxes and other burdens, easements, restrictions and minor encumbrances customary in the oil and natural gas industry; we believe that none of these liens, restrictions, easements, burdens and encumbrances will materially detract from the value of these properties or from our interest in these properties or will materially interfere with our use in the operation of our business. In some cases, lands over which leases have been obtained may be subject to prior liens that have not been subordinated to the leases. In addition, we believe we have obtained sufficient rights-of-way grants and permits from public authorities and private parties for us to operate our business in all material respects.
Our Managment devotes less than full time to our business, which may negatively impact our operations.
Our Canadian Director, devotes only 2-4 hours per week to our business. Because our Management may be unable to devote the time necessary to our business, we may be unsuccessful in implementing our operational plan.
The services of our President, Chairman of the Board and other Board Members are essential to the success of our business; the loss of any of these personnel will adversely affect our business.
Our business depends upon the continued involvement of our Chairman of the Board, and other board members who collectively have oil related experience of at least 30 years. The loss, individually or cumulatively, of these personnel would adversely affect our business, prospects, and our ability to successfully conduct our exploration activities. Before you decide whether to invest in our common stock, you should carefully consider that the loss of their expertise, may negatively impact your investment in our common stock.
Item 1B.
Item 1B. Unresolved Staff Comments
None
Item 2.
Item 2. Properties
We rent our mailing offices from Sicamous Oil and Gas Consultants Ltd for one hundred dollars per month. Our principal offices are in Steinhausen Switzerland
Our space is sufficient for our needs. At the present time, we have no real estate holdings nor are there plans to acquire any real property interests.
Oil Sands Leases
Our leases are situated near Manning in the Peace River area of Northern Alberta, Canada, as follows:
·
We have a 100% interest in 24 sections of Oil Sands leases, amounting to approximately 14,780 gross and net acres. Oil Sands leases have a 15 year term for exploration. Our Oil Sands leases expire in 2023.
The majority of lands associated with our Oil Sands leases are situated in the Peace River Oil Sands area of northwestern Alberta. If economic production is proven on our lease parcels, we will automatically be given the right to extend the leases as they expire.
Sawn Lake
The Company had a royalty agreement applicable to 32 sections of oil sands leases. The subject royalties are 2% of gross revenue prior to any expenses from oil sand production.
On or about June 30, 2012, the Company exchanged this agreement for the outstanding debt owed to Asperago Holdings SA and recorded a loss on settlement of debt of $612,514. The Company no longer has any interests in the Sawn Lake area.
Alberta Crown
On September 24, 2009, the Company acquired a 100% working interest in 1,280 acres of oil sands leases with a 2% gross overriding royalty retained by the seller in exchange for 2,428,000 shares of the Company’s common stock. The value of these rights is recorded at $1,626,760. In addition, the Company acquired 100% working interest in 6,400 acres of petroleum and natural gas leases with a 2% gross overriding royalty retained by the seller in exchange for 14,572,000 shares of the Company’s common stock. These rights were recorded at $9,763,240.
On May 31, 2012 the Company entered binding letter of intent as combination of Oil sands leases in the Manning area consisting of 23 sections of Oil sand leases with CEC North Star Energy Ltd. The remaining 10 sections of P&NG leases part of the farm in with CEC North Star Energy Ltd. Tamm will transfer in escrow the tittle and leases to the Manning area properties it holds and the escrow forms part of the put and call agreement issued to Tamm by North Star and will be concluded within one year. As no material event or documentation was completed prior to March 31, 2014, the Company reached an agreement to unwind the transaction between CEC North Star Energy Ltd and Company previously announced May 31, 2012. The Board of Directors of the Company approved the agreement to unwind via resolution on March 31, 2014.
On or about August 1, 2012 the Company in review of the development plans decided to release 10 sections of P&NG leases back to the Province of Alberta. Those leases were then terminated by the Province of Alberta on September 4, 2012 and accordingly, the Company recorded an impairment of $10,259,918 to prior period operations.
Summary of all Leases
Peace River
The Company leases 24 sections of oil sands leases in the Peace River region held at $718,903.
During the year ended March 31, 2012, the Company management performed an evaluation of its unproved properties for purposes of determining the implied fair value of the assets at March 31, 2012. The test indicated that the recorded remaining book value of its royalty agreement exceeded its fair value for the year ended March 31, 2012.
As a result, upon completion of the assessment, management recorded a non-cash impairment charge of $372,721, net of tax, or $0.0 per share during the year ended March 31, 2012 to reduce the carrying value of 14 sections of Peace River leases to $-0-. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates.
Property Geology
Well logs, cores and drill cutting sample reports of drilled wells on and around our leased lands suggest that heavy oil enrichment occurs in the Cretaceous Bluesky and Gething Formations, and especially in the Mississippian-aged Debolt Formation which includes the porous Elkton Member. High grade heavy oil intervals predominantly occur in the lower most Elkton Member and Lower Debolt Formation. Porosity in these intervals ranges up to 28%, and the lithology is comprised of both limestones and dolomites which were deposited in a shoaling upward environment.
Gross thickness of the Debolt Formation, including the Elkton Member over our leases, averages approximately 90 feet. These carbonates are relatively homogeneous, thinning in an easterly direction. Porosity has been enhanced by dolomitization, particularly in the Elkton Member and Lower Debolt Formation.
Oil analyses of these zones are sparse in the area, but the few measurements available from a local well indicate an API oil gravity of 14 plus. Gas production occurs in the area from the Cretaceous Bluesky and Gething Formations plus the Mississippian Debolt and Shunda horizons.
Item 3.
Item 3. Legal proceedings
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
Item 4.
Item 4. Submission of matters to a vote of security holders
To date, we have not conducted an annual meeting of shareholders.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is quoted on the Over-the-Counter (“OTC”) Bulletin Board under the Symbol "TAMO". The following table shows the high and low bid for our common stock during the last two years and the current fiscal year. Our common stock was not OTC Bulletin Board quoted until the third quarter of 2007. These prices represent inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions, and were derived from Quotestream.
Holders
As of March 31, 2014, there were 32 shareholders of record of our common stock.
Authorized Shares
We are authorized to issue 750,000,000 shares of common stock. We are also authorized to issue 1,000,000 shares of preferred stock.
Outstanding shares
As of March 31, 2014, we had 92,582,524 common shares issued and outstanding.
As of March 31, 2014, we have no shares of preferred stock issued and outstanding.
Dividends
We have never paid a cash dividend on our common stock and have no present intention to declare or pay cash dividends on our common stock in the foreseeable future. We intend to retain any earnings that we may realize in the foreseeable future to finance our operations and otherwise develop our business. Our future dividend policy will be determined from time to time by our board of directors.
Securities authorized for issuance under equity compensation plans
Equity compensation plans approved by security holders
None
Equity compensation plans not approved by security holders
None
Unregistered sales of equity securities and use of proceeds
None
Use of Proceeds
Not applicable. Although we received proceeds from the sale of units or shares of our common stock in 2007, as described above, we did not file a Registration Statement during our Fiscal Year 2007, whereby we would receive proceeds from the sale of our securities by us to the public.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable. We made no repurchases of our equity securities during our Fiscal Year 2014.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management’s discussion and analysis of financial condition and results of operations
Overview
We are a petroleum exploration company that seeks to identify, acquire and develop working interests in Canada based oil sands prospects. Oil sands properties are characterized by deposits of bitumen, a form of viscous (relatively high resistance to flow) crude oil. We have generated no revenues since our inception and from our inception, we have not been profitable. We have financed our operations to date through equity placements to accredited investors and borrowings from related parties.
Uncertainties and Trends
Our revenues are dependent in the future, upon the following factors:
·
price volatility in worldwide oil prices, which is affected by: (a) interest rates; (b)currency exchange rates (c) inflation or deflation; (d) speculation and (e) production levels;
·
global and regional supply and demand for oil;
·
political and economic conditions;
·
changes in the regulatory environment, which may lead to increased costs of doing business;
·
our ability to raise adequate working capital;
·
success of our development and exploration;
·
level of our competition;
·
our ability to attract and maintain key management and employees; and
·
our ability to efficiently explore, develop and produce sufficient quantities of marketable natural gas or oil in a highly competitive and speculative environment while maintaining quality and controlling costs.
The following discussion and analysis should be read in conjunction with our Financial Statements and notes thereto.
(a) Liquidity and capital resources - 2014 and 2013
(a) (1) Continuing working capital deficit
Our working capital deficit has limited our ability to expand our operations and pursue our business plan. The following table sets forth our continuing working capital at March 31.
Our current assets decreased by $63,320 from $64,114 as of March 31, 2013 to $794 at March 31, 2014. The decrease was primarily from in accounts receivable, related party, which represented funds held on the Company’s behalf from the proceeds of the sale of our 113 assets in Sawn Lake.
Our working capital deficit increased by $91,345 to a $457,257 as of March 31, 2014, from $365,912 at March 31, 2013. Accounts payable and accrued expenses increased from $430,026 as of March 31, 2013 to $436,697 as of March 31, 2014 primarily reduced costs of service providers.
Related party advances increased to $21,354 as of March 31, 2014 from nil as of March 31, 2013 due to expensed paid by related party on the Company’s behalf.
We continue to focus on conserving cash, setting priorities for our most important obligations and seeking other means to pay or defer any obligations as necessary.
(a) (2) Property and equipment 2014 and 2013.
During 2014, there were no material changes to our property and equipment.
(a) (3) Capital commitments
We do not have any long term debt, capital lease obligations, operating or purchase obligations at March 31, 2014.
(a) (4) Derivative liability - Not applicable.
(a) (5) Equity
Stockholders’ equity decreased to $2,077,226 as of March 31, 2014, from $2,304,596 as of March 31, 2013. The primary reasons for the decrease our net incurred loss of $57,772 and our foreign currency translation loss of $169,598.
(a) (6) Off-balance sheet arrangements.
We have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under whom we have;
loan obligation under a guarantee contract,
loan retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets,
loan obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, or
loan obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by us and material to us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us.
We do not have any off-balance sheet arrangements or commitments that have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material, other than those which may be disclosed in this Management’s Discussion and Analysis of Financial Condition and the audited Consolidated Financial Statements and related notes.
(a) (7) Results of operations. The following sets forth certain information regarding our results of operations as of March 31, 2014 and 2013.
Our operations have resulted in significant losses and negative cash flow as we have invested in our property lease interests.
Revenue. During both 2014 and 2013, our revenues were $0.
Production costs. Production costs remained $0 during 2014 and 2013.
Exploration & development. Exploration and mine development costs was $0 during 2014 and 2013.
General and administrative expenses. Our general and administrative expenses increased by $1,002, or 1.1%, to $89,315 during 2014 from $88,313 during 2013. We attribute the increase in our general and administrative expenses to professional and legal fees.
Depreciation. Depreciation was nil in 2014, $77 in 2013.
Impairment.
During the year ended March 31, 2013, our oil sand leases we previously acquired with issuance of common stock expired. As such, we incurred an impairment of our investment of $10,259,918 during the year ended March 31, 2013.
Gain (loss) on settlement of debt.
During the year ended March 31, 2014, we settled debt for less than the recorded obligations realizing a gain on settlement of debt of $31,543.
During the year ended March 31, 2013, we exchanged our interest in Sawn Lake for the outstanding debt we owed Asperago Holdings SA and accordingly recorded a loss on settlement of debt of $612,514, net with cancellation of debt due to vendor bankruptcies of $67,176.
Net loss.
Our net loss in 2014 was ($57,772) compared to ($10,961,229) in 2013, resulting in a basic per-share loss of $(0.00) in 2014 and $(0.12) in 2013 based on weighted average shares outstanding.
Since inception we have not generated any revenues, therefore our general, administrative and other costs have exceeded the resources we have generated through operations. As described above in “Liquidity and Capital Resources,” we have been dependent on debt/equity financing, to meet our working capital obligations and to finance our continuing operating losses. Our current lack of production further complicates our ability to raise cash from these sources. There can be no assurance that we will be able to continue to finance our operating losses in such a manner. We have, however, been able to raise additional funds in the past and we believe that we will be able to do so in the future.
(a) (8) Cash flow
We have been able to meet our working capital obligations and cover our net loss through the proceeds from the sale of our Shawn Lake leases, net of repayments of related party notes. Net cash flows provided by our financing activities totaled nil in 2014 and in 2013. Cash remained to nil as of March 31, 2014 and 2013.
We have used our equity to raise cash necessary to acquire property leases, expenses, and for payment of services. Our ability to continue to use our equity for those purposes is dependent on the price and trading volume of our common stock, both of which are volatile, and our ability to comply with federal and applicable state securities laws.
Although we have been successful in obtaining funds to date, there can be no assurance that we will be able to continue to be successful in doing so. Our ability to finance our operations will, in the end, be dependent on our ability to generate cash flow from operations, of which there can be no assurance.
(b) Special non-cash impact due to options
No options have been issued during the past three years. No options are currently outstanding.
(c) PLAN OF OPERATION
Our Plan of Operations to Date
To date, we have accomplished the following in our Plan of Operations:
(a) Peace River Oil Sands Area - Manning, Alberta, Canada
On January 9, 2008, we acquired a 100% interest in 21 sections of oil sands leases in the Peace River Oil Sands Area at an Alberta Crown Land Sale for $718,903. On May 28, 2008, we acquired a 100% interest in 14 sections of the P&NG leases in the Peace River Oil Sands Area at an Alberta Crown Land Sale for $372,721.
During the year ended March 31, 2012, the Company management performed an evaluation of its unproved properties for purposes of determining the implied fair value of the assets at March 31, 2012. The test indicated that the recorded remaining book value of its royalty agreement exceeded its fair value for the year ended March 31, 2012. As a result, upon completion of the assessment, management recorded a non-cash impairment charge of $372,721, net of tax, or $0.0 per share during the year ended March 31, 2012 to reduce the carrying value of 14 sections of Peace River leases to $-0-. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates.
(b) Sawn Lake Oil Sands Area - Alberta, Canada
We entered into a letter agreement with Vendors, 1004731 Alberta Ltd. and Muzz Investments Inc., dated November 7, 2007, whereby the Vendors agreed to sell, assign and transfer to us, their entire right, title and interest in a royalty agreement made between Mikwec Energy Canada Ltd. and Nearshore Petroleum Corporation dated December 12, 2003 in consideration of the issuance of 4,000,000 shares of our common stock.
During the year ended March 31, 2010, the Company management performed an evaluation of its royalty agreement for purposes of determining the implied fair value of the assets at March 31, 2010. The test indicated that the recorded remaining book value of its royalty agreement exceeded its fair value for the year ended March 31, 2010. As a result, upon completion of the assessment, management recorded a non-cash impairment charge of $2,929,868, net of tax, or $0.04 per share during the year ended March 31, 2010 to reduce the carrying value of the royalty agreement to $945,068. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates.
On or about June 30, 2012, the Company exchanged this agreement for the outstanding debt owed to Asperago Holdings SA and recorded a loss on settlement of debt of $612,514. The Company no longer has any interests in the Sawn Lake area.
Alberta Crown
On September 24, 2009, the Company acquired a 100% working interest in 1,280 acres of oil sands leases with a 2% gross overriding royalty retained by the seller in exchange for 2,428,000 shares of the Company’s common stock. The value of these rights is recorded at $1,626,760. In addition, the Company acquired 100% working interest in 6,400 acres of petroleum and natural gas leases with a 2% gross overriding royalty retained by the seller in exchange for 14,572,000 shares of the Company’s common stock. These rights are recorded at $9,763,240.
On May 31, 2012 the Company entered binding letter of intent as combination of Oilsands leases in the Manning area consisting of 24 sections of Oilsand leases with CEC North Star Energy Ltd. As no material event or documentation was completed prior to March 31, 2014, the Company reached an agreement to unwind the transaction between CEC North Star Energy Ltd and Company previously announced May 31, 2012. The Board of Directors of the Company approved the agreement to unwind via resolution on March 31, 2014.
The remaining 10 sections of P&NG leases part of the farm in with CEC North Star Energy Ltd. Tamm will transfer in escrow the tittle and leases to the Manning area properties it holds and the escrow forms part of the put and call agreement issued to Tamm by North Star and will be concluded within one year.
On or about August 1, 2012 the Company in review of the development plans decided to release 10 sections of P&NG leases back to the Province of Alberta. Those leases were then terminated by the Province of Alberta on September 4, 2012 and accordingly, the Company recorded an impairment of $10,259,918 to current period operations.
Our Plan of Operations Going Forward
Our primary operational focus is the Manning project. On May 28, 2008, we purchased 14 sections of the P&NG leases at an Alberta Crown land sale that are adjacent to our existing 21 sections of oil sands leases in the Peace River region of northern Alberta. With this latest acquisition, we now have a 100% working interest in 35 sections, or approximately 22,400 acres. An independent engineering report by Chapman Engineering of Calgary Alberta was completed and filed on SEDAR in 2008 on the newly acquired adjacent 14 sections of leases for the determination of heavy oil in place for the 35 sections.
We intend to further expand our interests in oil sands properties through Alberta Crown Land Sales and/or purchasing interests from other companies that currently hold interests in oil sands properties. To assess our prospects and acquisitions, we will contractually engage geologists and geophysicists to provide geological evaluations.
Presently, our costs are uncertain because they are contingent upon the results of our information and data/collection to confirm whether we have a viable prospect, which will be determined by: (a) our contracted geologists and geophysicists that provide geological evaluations; (b) geological data results and related information/data that we obtain through: (i) the public domain; (ii) our acquisition of data from private firms; and (c) field activities, for example, seismic surveys and a core drilling program, that we may execute to gather specific information, for the purpose of modeling the underlying geological structure.
We will continually adjust our Plan of Operations based on this comprehensive analysis, the extent and quality of the available data, additions to our land base, and other factors, such as applying risk assessment and cost analyses, to determine which of the following activities we will engage in:
Geological Studies
Geological study of the earth’s crust in search for structural features or the age, deposition and distribution of underground sedimentary rocks that are favorable for the accumulation of hydrocarbons and ultimately determine locations for drilling.
Geophysical Surveys
The accurate measurement and recording of certain physical quantities of the Earth’s crust and buried layers of rock, using geophysical methods such as seismic, is necessary to locate probable reservoir structures capable of producing commercial quantities of natural gas and/or crude oil.
Seismic Surveys
Surveys to gather and record the patterns of induced shock wave reflections from underground layers of rock. Seismic surveys are used to create detailed models of the underlying geological structure used in the exploration and development of hydrocarbons.
Core Drilling Programs
A drilling operation to obtain continuous cylinders of rock, usually from two to four inches in diameter, cut from the bottom of a wellbore; cores are cut during the drilling of a well and are used in the study of underground formations.
Exploratory Well Drilling
A well drilled either in search of new and yet undiscovered accumulations of oil and gas, or in an attempt to significantly extend the limits of a known reservoir.
(e) Accounting policies
(e) (1) Critical accounting policies
A summary of our significant accounting policies is contained in Note 1 to our Notes to consolidated financial statements.
Item 7A.
Item 7A. Quantitative and Qualitative disclosures about Market Risk
Not applicable. We do not presently or otherwise engage in market risk sensitive instruments.
Item 8.
Item 8. Financial Statements and Supplementary Data
TAMM OIL AND GAS CORP.
Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of March 31, 2014 and 2013
Consolidated Statements of Operations For The Years Ended March 31, 2014 and 2013
Consolidated Statement of Stockholders’ Equity For The Two Years ended March 31, 2014
Consolidated Statements of Cash Flows For The Years Ended March 31, 2014 and 2013
Notes To Consolidated Financial Statements
~
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders of
Tamm Oil and Gas Corp.
Calgary, Canada
We have audited the accompanying consolidated balance sheets of Tamm Oil and Gas Corp. and its subsidiary (the “Company”) as of March 31, 2014 and 2013, and the related consolidated statements of operations, deficiency in stockholders’ equity and cash flows for each of the two years in the period ended March 31, 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We have conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Tamm Oil and Gas Corp. and its subsidiary as of March 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the two years in the period ended March 31, 2014, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the accompanying consolidated financial statements, the Company has not commenced its planned principal operations and has suffered recurring losses since inception, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to this matter are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ RBSM LLP
New York, New York
July 10, 2014
TAMM OIL AND GAS CORP.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2014 AND 2013
The accompanying notes are an integral part of these financial statements
TAMM OIL AND GAS CORP
CONSOLIDATED STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of these consolidated financial statements
TAMM OIL AND GAS CORP. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY TWO YEARS ENDED MARCH 31, 2014
The accompanying notes are an integral part of these consolidated financial statements
TAMM OIL AND GAS CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these consolidated financial statements
TAMM OIL AND GAS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements follows:
Business and Basis of Presentation
TAMM Oil and Gas Corp., formerly Hola Communications, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on October 10, 2005. The Company was formed to provide wireless broadband access. In October 2007, the Company decided to discontinue its efforts to develop its original business plan in the telecom industry and to re-direct its focus to the oil and gas Industry. In November 2007, the Company created a wholly owned Nevada subsidiary for the purpose of affecting a name change from Hola Communications, Inc. to TAMM Oil and Gas Corporation. To implement its current business plan, significant additional financing will be required and the Company will need to be successful in its efforts to identify, acquire and develop oil and gas reserves that are economically recoverable.
The Company’s primary efforts are devoted to developing oil and gas reserves. To date, the Company, has not generated sales revenues, has incurred expenses and has sustained losses. Consequently, its operations are subject to all the risks inherent in the establishment of a new business enterprise. In addition, the Company will require additional financing to fund future operations. The Company intends to raise additional capital to complete the development and commercialization of its current product through equity or debt financing; however the Company does not have any commitments or definitive or binding arrangements for such funds. There can be no assurance that such funds, if available at all, can be obtained on terms reasonable to the Company. If the Company is unsuccessful in raising additional capital it will need to reduce costs and operations substantially.
The consolidated financial statements include the accounts of the Company, including TAMM Oil and Gas Corp., its wholly-owned subsidiary, Union Energy, LLC (see below). All significant intercompany balances and transactions have been eliminated in consolidation.
Revenue Recognition
Revenues from the sale of petroleum and natural gas are recorded when title passes from the Company to its petroleum and/or natural gas purchaser and collectability is reasonably assured. The Company will begin recording revenue once it is determined there are proved reserves and production commences.
Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Property and Equipment
Property and equipment is recorded at cost. Depreciation of assets is provided by use of a declining balance method over the estimated useful lives of the related assets. Expenditures for replacements, renewals, and betterments are capitalized. Maintenance and repairs are charged to operations as incurred.
The Company evaluates the carrying value of items of property, plant and equipment to be held and used whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying value of an item of property, plant and equipment is considered impaired when the projected undiscounted future cash flows related to the asset are less than its carrying value. The Company measures impairment based on the amount by which the carrying value of the respective asset exceeds its fair value. Fair value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved.
TAMM OIL AND GAS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
Unconventional Oil Sands Properties
Acquisition, exploration and development of oil sands mining activities are capitalized when costs are recoverable and directly result in an identifiable future benefit, following the full cost method of accounting. Improvements that increase capacity or extend the useful lives of assets are capitalized. Maintenance and turnaround costs are expensed as incurred.
Oil sands properties are assessed, at minimum annually, or as economic events dictate, for potential impairment. Impairment is assessed by comparing the estimated net undiscounted future cash flows to the carrying value of the asset. If required, the impairment recorded is the amount by which the carrying value of the asset exceeds its fair value.
Capitalized costs are depleted and depreciated on the unit-of-production method based on the estimated gross proved reserves once determined by the independent petroleum engineers. Depletion and depreciation is calculated using the capitalized costs, including estimated asset retirement costs, plus the estimated future costs to be incurred in developing proved reserves, net of estimated salvage value.
Costs of acquiring and evaluating unproved properties and major development projects are excluded from the depletion and depreciation calculation if and until it is determined whether or not proved reserves can be assigned to such properties. Costs of unproved properties and major development projects are transferred to depletable costs based on the percentage of reserves assigned to each project over the expected total reserves when the project was initiated. These costs are assessed periodically to ascertain whether impairment has occurred.
Depletion and Amortization of Oil and Gas Properties
The Company follows the full cost method of accounting for oil and gas properties. Under this method, all direct costs and certain indirect costs associated with acquisition of properties and successful as well as unsuccessful exploration and development activities are capitalized. Depreciation, depletion, and amortization of capitalized oil and gas properties and estimated future development costs, excluding unproved properties, are based on the unit-of-production method based on proved reserves.
The Company periodically evaluates the carrying value of long-lived assets, including unproved properties, to be held and used in accordance with Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.
On or about August 1, 2012 the Company in review of the development plans decided to release 10 sections of P&NG leases back to the Province of Alberta. Those leases were then terminated by the Province of Alberta on September 4, 2012 and accordingly the Company recorded an impairment of $10,259,918 to operations for the year ended March 31, 2013.
Foreign Currency Translation
The Company translates the foreign currency financial statements into US Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities of these subsidiaries were translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity (deficit). Foreign currency transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the consolidated results of operations.
TAMM OIL AND GAS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
Functional Currency
The functional currency of the Companies is the Canadian dollar and the financial statements are reported as US dollar. When a transaction is executed in a foreign currency, it is re-measured into Canadian dollars based on appropriate rates of exchange in effect at the time of the transaction. At each balance sheet date, recorded balances that are denominated in a currency other than the functional currency of the Companies are adjusted to reflect the current exchange rate. The resulting foreign currency transactions gains (losses) are included in general and administrative expenses in the accompanying consolidated statements of operations.
Comprehensive Income (Loss)
The Company adopted Accounting Standards Codification subtopic 220-10, Comprehensive Income (“ASC 220-10”) which establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. ASC 220-10 requires other comprehensive income (loss) to include foreign currency translation adjustments and unrealized gains and losses on available for sale securities.
Income Taxes
Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) clarifies the accounting for uncertainty in tax positions and requires that a Company recognize in its financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The adoption of this standard did not have a material impact on the Company's financial position, results of operations, or cash flows.
Stock Based Compensation
Effective for the year beginning January 1, 2006, the Company has adopted Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) This requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.
As of March 31, 2014 and 2013, there were no outstanding employee stock options.
Net Income (Loss) per Share
The Company computes earnings per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net earnings (losses) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents consist of shares issuable upon the exercise of the Company's outstanding warrants (calculated using the treasury stock method). During the years ended March 31, 2014 and 2013, outstanding warrants were not considered because the exercise prices exceeded the weighted average common stock price of the Company for the period because they would be anti-dilutive, thereby decreasing the net loss per common share.
Fair Value of Financial Instruments
Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
TAMM OIL AND GAS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
Reclassifications
Certain amounts reported in the Company’s consolidated financial statements for the prior periods may have been reclassified to conform to the current period presentation.
Reliance on Key Personnel and Consultants
The Company has no full-time employees and no part-time employees. There are approximately 3 consultants performing various specialized services. The Company is heavily dependent on the continued active participation of these current executive officers, employees and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.
Recent Accounting Pronouncements
The Company has adopted Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, including the removal of Topic 915, Development Stage Entities, from the FASB Accounting Standards Codification™.
A development stage entity is one that devotes substantially all of its efforts to establishing a new business and for which: (a) planned principal operations have not commenced; or (b) planned principal operations have commenced, but have produced no significant revenue. For example, many start-ups or even long-lived organizations that have not yet begun their principal operations or do not have significant revenue would be identified as development stage entities.
For public business entities, the presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted.
There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.
NOTE 2 - GOING CONCERN MATTERS
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements for the year and inception to date periods ended March 31, 2014, the Company has incurred losses of $57,772 and $81,614,269, respectively. In addition, as of March 31, 2014, the Company had a working capital deficit of $457,257, and no revenue generating operations. These factors, among others, indicate that the Company may be unable to continue as a going concern.
The Company's existence is dependent upon management's ability to generate business opportunities, evaluate existing properties and surrounding lands, and initiate commercial production to develop profitable operations which will resolve its liquidity problems. The accompanying consolidated financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern.
TAMM OIL AND GAS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
The Company is attempting to obtain financing for its operations. There can be no assurance that the Company will be successful in its effort to secure additional equity financing. If operations and cash flows continue to improve through these efforts, management believes that the Company can continue to successfully maintain operations. However, no assurance can be given that management's actions will result in profitable operations or the resolution of its liquidity problems.
NOTE 3 - INVESTMENT IN AFFILIATED ENTITY
In connection with the October 2007 Letter of Intent to acquire all of the issued and outstanding shares of 1132559 Alberta Ltd. (“Alberta”), the Company purchased advances due to shareholders of Alberta, directly from the shareholders for $548,500 (during the year ended March 31, 2011, there were repayments of $88,905). The amount is recorded was receivable from an affiliated entity, as Alberta and TAMM have officers and/or directors in common. These advances were purchased for their face amounts, and they have no terms of repayment. As of March 31, 2012, the balance outstanding was $315,494.
On December 5, 2011, the Company exchanged an outstanding receivable from an affiliated entity (Alberta) for 16 shares of Alberta and a non-interest bearing obligation of $315,494. The obligation is payable only upon the dissolution of Alberta. Alberta and the Company have officers and/or directors in common.
The 16 shares of Alberta, representing a 10.46% interest, are recorded at cost. On December 10, 2012, the Company sold its interest in 1132559 Alberta for $250,071 (USD) and recorded a $65,423 loss on disposal of investment in prior period operations.
NOTE 4 - OIL SANDS PROPERTIES
Alberta Crown
On September 24, 2009, the Company acquired a 100% working interest in 1,280 acres of oil sands leases with a 2% gross overriding royalty retained by the seller in exchange for 2,428,000 shares of the Company’s common stock. The value of these rights is recorded at $1,626,760. In addition, the Company acquired 100% working interest in 6,400 acres of petroleum and natural gas leases with a 2% gross overriding royalty retained by the seller in exchange for 14,572,000 shares of the Company’s common stock. These rights were recorded at $9,763,240.
On May 31, 2012 the Company entered binding letter of intent as combination of Oil sands leases in the Manning area consisting of 23 sections of Oil sand leases with CEC North Star Energy Ltd. The remaining 10 sections of P&NG leases part of the farm in with CEC North Star Energy Ltd. Tamm will transfer in escrow the title and leases to the Manning area properties it holds and the escrow forms part of the put and call agreement issued to Tamm by North Star and will be concluded within one year. As no material event or documentation was completed prior to March 31, 2014, the Company reached an agreement to unwind the transaction between CEC North Star Energy Ltd and Company previously announced May 31, 2012. The Board of Directors of the Company approved the agreement to unwind via resolution on March 31, 2014.
On or about August 1, 2012 the Company in review of the development plans decided to release 10 sections of P&NG leases back to the Province of Alberta. Those leases were then terminated by the Province of Alberta on September 4, 2012 and accordingly, the Company recorded an impairment of $10,259,918 to current period operations.
Farm In Agreement
The Company reached an Joint Venture agreement for a conventional industry farm in on the Manning properties with a private UK based Company with 61 sections of oil sands lease holdings in the Manning prospect area adjacent to the Company holdings. The agreements were ratified by the Board of Directors of TAMM on November 28, 2011.
The Company and Cougar Oil and Gas Canada, Inc. ("Cougar") terminated their previously announced farm-in agreement to negotiate a new agreement with the private Corporation. The private corporation has signed a multi-phase farm-in agreement with the Company to define and develop the Company's 47 section Manning area heavy oil prospect in parallel with the development of the private corporations 61 sections of land in the Manning area.
TAMM OIL AND GAS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
The first phase of the farm-in consists of the private corporation performing a $2.5million work program to earn a 30% working interest in the Company's heavy oil prospect. Subsequent year programs of $6.5 million dollars will earn an additional 20% working interest - this agreement has been assigned to CEC North Star Energy Inc by the private corporation.
Cougar was the designated operator in this agreement, however due to the Cougar receivership, Cougar has ceased operations and will not earn under this agreement and is no longer a participant in the agreement.
The private corporation has a related party relationship to the Company due to family members serving on the board of directors of each company and a common director was added to both the Board of Directors.
On May 31, 2012 the Company entered binding letter of intent as combination of Oil sands leases in the Manning area consisting of 23 sections of Oil sand leases with CEC North Star Energy Ltd. The remaining 10 sections of P&NG leases part of the farm in with CEC North Star Energy Ltd. Tamm will transfer in escrow the title and leases to the Manning area properties it holds and the escrow forms part of the put and call agreement issued to Tamm by North Star and will be concluded within one year.
As no material event or documentation was completed prior to March 31, 2014, the Company reached an agreement to unwind the transaction between CEC North Star Energy Ltd and Company previously announced May 31, 2012. The Board of Directors of the Company approved the agreement to unwind via resolution on March 31, 2014.
NOTE 5 - CAPITAL STOCK
Preferred Stock
The Company has authorized the issuance of 1,000,000 shares of preferred stock, with a par value of $.001 per share. The Company’s Board of Directors has broad discretion to create one or more series of preferred stock and to determine the rights, preferences, and privileges of any such series.
Common stock
The Company initially authorized the issuance of 50,000,000 shares of common stock, par value $.001.
As of March 31, 2014 and 2013, there were 92,582,524 shares of common stock issued and outstanding.
NOTE 6 - OPTIONS AND WARRANTS
Warrants
The following table summarizes the changes in warrants outstanding and related prices for the shares of the Company’s common stock issued to shareholders at March 31, 2014:
TAMM OIL AND GAS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
Transactions involving the Company’s warrant issuance are summarized as follows:
Options
As of March 31, 2014 and 2013, the Company had no outstanding options.
NOTE 7 - CONTINGENCIES
Operating leases
The Company is provided operating facilities from an affiliated entity at no cost.
Consulting agreements
The Company has consulting agreements with outside contractors, certain of whom are also Company stockholders. The Agreements are generally month to month.
Litigation
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as described below, we are currently not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
NOTE 8 - RELATED PARTY TRANSACTIONS
Accounts payable, related party is held by CEC Northstar, a Company with a board member and officer whom also are board members of the Company. As of March 31, 2014, CEC Northstar advanced an aggregate of $21,354 in payments to vendors on behalf of the Company.
TAMM OIL AND GAS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
NOTE 9 - INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and tax purposes. Significant components of the Company’s deferred tax assets as of March 31, 2014 and 2013 are as follows:
The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which those temporary differences become deductible. At March 31, 2014, the Company has available net operating loss carry forwards of approximately $16,172,333 for federal and state income tax purposes. The net operating losses will expire through 2034 and 2024 for federal and state income tax purposes, respectively. The ultimate realization of the net operating losses may be limited if an ownership change occurs under Internal Revenue Code section 382. The Company has fully reserved the tax benefit of the temporary differences as the likelihood of realization of the benefit cannot be established.
At March 31, 2014 and 2013, the Company’s tax provision consists of:
For the years ended March 31, 2014 and 2013, the provision (benefit) for income taxes reconciles to the amount computed by applying the federal statutory rate to (loss) before provision for income taxes as follows:
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None
Item 9A.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer/chief financial officer (principal financial officer) as appropriate, to allow timely decisions regarding required disclosure. During the year ended March 31, 2014 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of March 31, 2014.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
With the participation of our Chief Executive Officer/ Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2014 based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2014 based on the COSO framework criteria. Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.
These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.
In light of this material weakness, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the year ended March 31, 2014 included in this Annual Report on Form 10-K were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for the year ended March 31, 2014 are fairly stated, in all material respects, in accordance with US GAAP.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.
Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Controls
During the fiscal quarter ended March 31, 2014, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
Item 9B.
Item 9B. Other Information.
We do not have any information required to be disclosed in a report on Form 8-K during the first quarter of fiscal 2014 that was not reported.
PART III
Item 10.
Item 10. Directors and executive officers of the Company and compliance with Section 16(a) of the Exchange Act
(a) Identification of directors and executive officers
The following table sets forth certain information concerning our directors and executive officers (including of our subsidiaries) as of the filing of this Form 10-K.
Executive officers are elected at annual meetings of the shareholders or are appointed by the board of directors. Each such officer holds office for one year or until a successor has been duly appointed, elected and qualified or until death, resignation or removal.
No arrangement exists between any of the above officers and directors pursuant to which any one of those persons was elected to such office or position.
Directors hold office until the next meeting of shareholders and until a successor is elected and qualified, or until their resignation.
Business experience
A summary of the business experience of each of our officers or directors appears below:
Peter Schrieber, Director, Chairman of the Board and CEO
Mr. P Schrieber brings investment management experience from USA, Europe, Africa and South America with specific expertise in Mining and Natural resources. He has Operational and Management experiences at the CEO and board level
Victor R. Dario, Director - Chairman of Audit Committee
Mr. Dario is internationally active from Zurich. He currently serves as deputy chairman of the board of PHZ Bank Zurich and brings more than three decades of experience in the areas of corporate finance and asset management. Victor Dario holds a master's degree in economics and finance from the University of Zurich. Mr. Dario will act as Chairman of the Corporation’s Audit Committee.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 17, 2012, we appointed Mr. Stephen Andrew Fogle as a Director of the Company effective immediately. Mr. Fogle has extensive operational and management experiences at the CEO and board level.
On January 16, 2013, Mr. Stephen Andrew Fogle had resigned from the Board of Directors and Chief Executive Officer of the Corporation. Mr. William Tighe has been appointed as Chief Executive Officer.
On February 2, 2013, Mr. Guido Hilekes has resigned from the Board of Directors of the Corporation. Mr. Wm. Tighe has been appointed as Chief Executive Oficer.
On June 20, 2013 Mr. Harri Huuskonen has resigned from the Board of Directors of the Corporation.
On March 1, 2014, we appointed Peter Schrieber and Victor R Dario as Directors of the Company effective immediately. In addition, William Tighe resigned as Chairman of the Board and as the Company’s Chief Executive Officer.
Family relationships
There are no family relationships between or amongst any of our directors or executive officers.
Involvement in certain legal proceedings
None of our executive officers or directors has been involved in or is subject to any of the following legal proceedings:
(1) A petition under the Federal bankruptcy laws or any state insolvency law that was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
(2) No such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) No such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; engaging in any type of business practice; or engaging in any activity in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
(4) No such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
(5) No such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; or
(6) No such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
Corporate Governance:
(a) Director Independence
See our disclosure at page 28 under Item 13.
(b) Committees
We do not have audit, nominating, or compensation committees or committees performing similar functions nor a written nominating, compensation of audit committee charter. Our Board of Directors as a whole decides such matters, including those that would be performed by a standing nominating committee. Our Board of Directors has not adopted any processes or procedures for considering executive and director compensation. We have not yet adopted an audit, compensation, or nominating committees because we have not sufficiently developed our operations and have generated no revenues during the past three years. Additionally, we do not currently have any specific or minimum criteria for the election of nominees to our Board of Directors nor do we have any process or procedure for evaluating such nominees.
(c) Shareholder Communications
Our Board of Directors does not have any defined policy or procedure requirements for our stockholders to send communications to our Board of Directors, including submission of recommendations for nominating directors. We have not yet adopted a process for our security holders to communicate with our Board of Directors because we have not sufficiently developed our operations and corporate governance structure.
(d) Board of Director Meetings.
During our fiscal year ended March 31, 2014, we did not conduct a Shareholder or Board of Directors meeting.
(e) Annual Shareholder Meetings
During our Fiscal Year 2014, we did not conduct an annual shareholder meeting.
(f) Code of ethics
We have not yet adopted a Code of Ethics.
Section 16(a) beneficial ownership reporting compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership of our equity securities with the Securities and Exchange Commission. Officers, directors and greater-than-ten-percent shareholders are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) filings.
Based solely on our review of Forms 3, 4 and 5 available to us and, where applicable, written representations from directors, officers and 10% stockholders that no form is required to be filed, we believe that no director, officer or beneficial owner of more than 10% of its common stock failed to file such reports required pursuant to Section 16(a) of the Exchange Act with respect to fiscal year ended March 31, 2014.
Item 11.
Item 11. Executive compensation
(a) and (b) Summary compensation table
The following table sets forth information regarding compensation paid to our Executive Officers which received in excess of $100,000 in compensation for the years ended March 31, 2014 and 2013. No other person who currently is one of our executive officers, earned salary and bonus compensation exceeding $100,000 during any of the last three years.
The table below includes all compensation paid to them during the years stated.
(c) Options/SAR granted during year-ended March 31, 2014
None
(d) Aggregated option/SAR exercises and fiscal year-end option/SAR value table
There were no stock options exercised during the year ended March 31, 2014.
(e) Long term incentive plan - awards in last fiscal year
None
(f) Defined benefit or actuarial plan disclosure
We do not pay medical insurance premiums for our employees. We currently have no stock ownership or other profit sharing, defined benefit, actuarial or pension plans, nor life insurance or any other benefit plan for our employees. We have no retirement plans, and therefore, have made no contributions to any such plan on behalf of names officers.
(g) Compensation of directors
Except as described herein, none of our officers or directors has been or is being paid any cash compensation, or is otherwise subject to any deferred compensation plan, bonus plan or any other arrangement and understanding whereby such person would obtain any cash compensation for his services for and on our behalf.
(h) Employment contracts and termination of employment and change-in-control arrangements
We have no such contracts or arrangements. We have no compensatory plan or arrangement regarding any executive officer which plan or arrangement results or will result from the resignation, retirement or any other termination of such individual’s employment with us, or from a change in control of us or a change in the individual’s responsibilities following a change in control.
(i) Report on re-pricing of options/SARs
We did not re-price any options previously granted during the year ended March 31, 2014.
Item 12.
Item 12. Security ownership of certain beneficial owners and management and related stockholder matters
(a) and (b) Security ownership of certain beneficial owners and management
We have only two classes of outstanding voting securities, our common stock and preferred stock.
The following tables set forth information regarding the ownership of our outstanding common stock as of the filing of this report by: (a) each person known by management to own, beneficially or of record, more than five percent (5%) of our common stock; (b) each director; (c) each executive officer named in the Compensation Table set forth later in this report; and (d) all of our directors and executive officers as a group.
The following tables assume, based on our stock records, that there are 92,582,524 shares of our common stock, $0.001 par value, currently issued and outstanding. As noted on page 15 of this Form 10-K, we rescinded our December 27, 2007 share issuance of 21,533,000 shares of our common stock to 3 Deep Well shareholders in connection with the December 27, 2007 exchange of shares between us and those 3 Deep Well shareholders. In addition, in July 2008, 34,000,000 shares of the Company’s common stock previously issued to founders in October 2005 were returned for cancellation.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS
The following table sets forth information as of the date of this filing, with respect to the ownership of our common stock for all directors, individually; all executive officers named in the compensation table; all executive officers and directors as a group.
SECURITY OWNERSHIP OF MANAGEMENT
None
Item 13.
Item 13. Certain relationships and related transactions, and director independence
Director Independence
Our common stock is quoted on the OTC Bulletin Board; that trading medium does not have director independence requirements. Under Item 407(a) of Regulation S-K, we have adopted the definition of independence used by the American Stock Exchange, which may be found in the American Stock Exchange Company guide at (s) 121(A)(2) (2007). Under this definition, none of our directors are independent, because our Board of Directors cannot affirmatively determine that any of our directors do not have a relationship that would interfere with the exercise of independent judgment in carrying out their responsibilities of a director.
Item 14.
Item 14. Principal accountants’ fees and services
Notes:
Our Board of Directors has considered the information described in “ Financial Information Systems Design and Implementation Fees ” and “ All Other Fees ” above and believes that it is compatible with maintaining the principal accountant’s independence. In each case (commencing after August 1, 2002), the board of directors pre-approved all such services.
Our principal accountant (through its full time employees) performed all work regarding the audit of our financial statements for the most recent two fiscal years.
PART IV
Item 15.
Item 15. Exhibits and financial statement schedules
(a) Financial statements
The following documents are filed as part of this report:
Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of March 31, 2014 and 2013
Consolidated Statements of Operations For The Years Ended March 31, 2014 and 2013
Consolidated Statement of Stockholders’ Equity For The Two Years Ended March 31, 2014
Consolidated Statements of Cash Flows For The Years Ended March 31, 2014 and 2013
Notes To Consolidated Financial Statements
~
(b) Exhibits
The following exhibits are filed with this Form 10-K or incorporated herein by the following references.
Exhibit Number
Description
Articles of Merger dated November 6, 2007, incorporated by reference as filed with the SEC on November 14, 2008 on Form 10Q for the quarterly period ended September 30, 2007.
3(i)
Articles of Incorporation incorporated by reference, filed with the SEC on September 7, 2006 on Form SB-2.
Articles of Merger dated November 6, 2007, incorporated by reference as filed with the SEC on November 14, 2008 on Form 10Q for the quarterly period ended September 30, 2007.
3(i)
Articles of Incorporation incorporated by reference, filed with the SEC on September 7, 2006 on Form SB-2.
3(ii)
Bylaws incorporated by reference, filed with the SEC on September 7, 2006 on Form SB-2 .
10.1
Termination and Rescission Agreement dated as of July 1, 2008, between TAMM Oil and Gas Corp. and LB (Swiss) Private Bank Ltd., incorporated by reference as filed with SEC on Form 8-K on July 2, 2008
10.2
Termination and Rescission Agreement dated as of July 1, 2008, between TAMM Oil and Gas Corp. and Arthur Sulzer, incorporated by reference as filed with SEC on Form 8-K on July 2, 2008.
10.3
Termination and Rescission Agreement dated as of July 1, 2008, between TAMM Oil and Gas Corp. and Rahn & Bodmer, incorporated by reference as filed with the SEC on Form 8-K on July 1, 2008.
10.4
Letter Agreement dated November 7, 2007 with 1004731 Alberta Ltd and Muzz Investments, incorporated by reference as filed with the SEC on November 27, 2008 on Form 8-K.
10.5
Share Exchange Agreement between TAMM Oil and Gas Corp. and Rahn & Bodmer, incorporated by reference as filed with the SEC on January 9, 2008 on Form 8-K
10.6
Share Exchange Agreement between TAMM Oil and Gas Corp. and Arthur Sulzer, incorporated by reference as filed with the SEC on December 31, 2008 on Form 8-K
10.7
Share Exchange Agreement between TAMM Oil and Gas Corp. and LB (Swiss) Private Bank, Ltd, incorporated by reference as filed with the SEC on December 31, 2008 on Form 8-K
10.8
November 26, 2007 Agreement between TAMM Oil and Gas Corp., 1004731 Alberta Ltd. and Muzz Investments Inc., incorporated by reference as filed with the SEC on January 9, 2008.
10.9
December 12, 2003 Royalty Agreement between Mikwec Energy and Nearshore Petroleum Corporation, incorporated by reference as filed with the SEC on January 9, 2008.
10.10
May 31, Letter of Intent between TAMM Oil and Gas Corporation and CEC North Star Energy Ltd
16.1
Letter from Square Milner, Independent Registered Public Accounting Firm, as filed with the SEC on February 4, 2008 on Form 8-K, incorporated as reference
31.1
Certification by the Principal Executive Officer/Principal Financial Officer pursuant to Rule 13a-14(a) 15d-14(a)
32.1
Certification by the Principal Executive Officer/Principal Financial Officer pursuant to Section 1350
99.1
April 1, 2008 Report by Chapman Petroleum Engineering Ltd, incorporated by reference as filed with the SEC on May 12, 2008 on Form 8-K
99.2
Updated Report by Chapman Petroleum Engineering Ltd, incorporated by reference as filed with the SEC on June 24, 2008 on Form 8-K
99.3
Updated Report by Chapman Petroleum Engineering Ltc, incorporated by reference as filed with the SEC on May 26, 2011 on Form 8-K
101 INS
XBRL Instance Document*
101 SCH
XBRL Schema Document*
101 CAL
XBRL Calculation Linkbase Document*
101 DEF
XBRL Definition Linkbase Document*
101 LAB
XBRL Labels Linkbase Document*
101 PRE
XBRL Presentation Linkbase Document*
* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
April 7 - Section 8 - Other events - Deep Well legal action - incorporated by reference as 8K filed with the SEC on April 7, 2008
June 3, 2008 - Item 1.01 Entry into a Material Definitive Agreement- acquisition of 14 sections of P&NG leases - incorporated by reference as 8k filed with the SEC on June 3, 2008.
July 16, 2008, item 5.02 - Departure of Directors or Certain Officers - incorporated by reference as 8K filed with the SEC on July 16, 2008.
August 11, 2008 - Item 3.02 Unregistered Sales of Equity Securities cancellation of 34,000,000 shares - incorporated by reference as 8K filed with the SEC on August 11, 2008
August 29, Item 5.02 Election of Directors - incorporated by reference as 8K filed with the SEC on Aug 29, 2008.
September 5, 2008 Item 1.01 Entry into a Material Definitive Agreement for acquisition of 1132559 Alberta incorporated by reference as 8K filed with the SEC on September 5, 2008.
September 19, 2008 Section 8 -Other Events recession agreements with LB Private Band, Arthur Sulzer and Rahn and Bodmer incorporated by reference as 8K filed with the SEC on September 19, 2008
June 18, 2009 Item 1.01 Entry into a Material Definitive Agreement for the acquisition of Union Energy (Alberta), LLC incorporated by reference as 8K filed with the SEC on June 18, 2009.
July 29, 2010 Item 5.02-Departure/ Appointment of Directors or Certain Officers -incorporated by reference as 8K filed with SEC on July 29, 2010.
August 6, 2010 Item 5.02- Appointment of Directors or Certain Officers -incorporated by reference as 8K filed with SEC on August 6, 2010.
February 23, 2011 Item 4.01 -Changes in Registrant's Certifying Accountant - incorporated by reference as 8K filed with SEC on March 2, 2011.
March 3, 2011 Item 5.02- Departure /Appointment of Directors or Certain Officers -incorporated by reference as 8K filed with SEC on March 3, 2011.
March 10, 2011 Item 5.02- Departure /Appointment of Directors or Certain Officers -incorporated by reference as 8K filed with SEC on March 15, 2011.
March 16, 2011 Item 8.01 - Other Events - agreement for conventional farm in on Manning properties-incorporated by reference as 8K filed with SEC on March 16, 2011.
March 22, 2011 Item 5.02-Departure of Directors or Certain Officers -incorporated by reference as 8K filed with SEC on March 22, 2011.
December 1, 2011 - Current report, items 8.01 and 9.01
February 2, 2012 - Current report, items 5.02 Departure of Directors or Certain Officers -incorporated by reference as 8K filed with SEC on February 2, 2013
and 9.01
January 22, 2013 - Current report, item 5.02 Departure of Directors or Certain Officers -incorporated by reference as 8K filed with SEC on January 22, 2013
February 5, 2013 - Current report, items 5.02 and 8.01
April 16, 2013 Current report, items 8.01 and 9.01
June 25, 2013 Item 5.02-Departure of Directors or Certain Officers -incorporated by reference as 8K filed with SEC on June 25, 2013
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, in the capacities and the dates indicated, thereunto duly authorized.
TAMM OIL AND GAS
By: /s/ William S. Tighe
Director/Principal Financial Officer
Date: July 10, 2014