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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 10-Q
 

 
(Mark One)
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
the quarterly period ended September 30, 2012

OR

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
For the transition period from _____________to _____________
 
Commission file number 333-137174
 
TAMM OIL AND GAS CORP.
(Exact name of small business issuer as specified in its charter)

Nevada
20-3773508
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
Hochwachtstrasse 4 Steinhausen 6312 ch
(Address of principal executive offices)
 
403-680-9441
(Issuer’s telephone number)
 
                                                                                 N/A                                                                                     
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

Larger accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 92,582,524 shares outstanding as of November 7, 2012.


TAMM OIL AND GAS CORP.

TABLE OF CONTENTS
 
   
Page
 
1
     
PART I.
FINANCIAL INFORMATION
 
     
Item 1.
 
     
 
2
     
 
3
     
 
4
     
 
5
     
Item 2.
15
     
Item 3.
19
     
Item 4T.
19
     
PART II.
OTHER INFORMATION
 
     
Item 1.
20
     
Item 2.
20
     
Item 3.
20
     
Item 4.
20
     
Item 5.
20
     
Item 6.
20
     
21


Cautionary Statement on Forward-Looking Statements.

The discussion in this Report on Form 10-Q, including the discussion in Item 2 of PART I, contains forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current expectations, estimates and projections about the Company’s business, based on management’s current beliefs and assumptions made by management. Words such as “expects”, “anticipates”, “intends”, believes”, “plans”, “seeks”, “estimates”, and similar expressions or variations of these words are intended to identify such forward-looking statements. Additionally, statements that refer to the Company’s estimated or anticipated future results, sales or marketing strategies, new product development or performance or other non-historical facts are forward-looking and reflect the Company’s current perspective based on existing information. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results and outcomes may differ materially from what is expressed or forecasted in any such forward-looking statements. Such risks and uncertainties include those set forth below in Item 1 as well as previous public filings with the Securities and Exchange Commission. The discussion of the Company’s financial condition and results of operations included in Item 2 of PART I should also be read in conjunction with the financial statements and related notes included in Item 1 of PART I of this quarterly report. These quarterly financial statements do not include all disclosures provided in the annual financial statements and should be read in conjunction with the “Risk Factors” and annual consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended March 31, 2012 as filed with the Commission on June 28, 2012. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 
TAMM OIL AND GAS CORP.
(An Exploration Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
September 30,
   
March 31,
 
   
2012
   
2012
 
   
(unaudited)
       
ASSETS
           
Current assets:
           
Cash
  $ -     $ 2,871  
Accounts receivable
    -       11,522  
Other current assets
    819       809  
  Total current assets
    819       15,202  
                 
Property, plant and equipment:
               
Oil sands properties, unevaluated
    2,554,847       14,037,887  
Furniture and equipment, net
    -       77  
  Total property, plant and equipment
    2,554,847       14,037,964  
                 
Other assets:
               
Investment in affiliated entity
    315,494       315,494  
                 
  Total assets
  $ 2,871,160     $ 14,368,660  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
Accounts payable and accrued liabilities
  $ 568,892     $ 519,461  
Deposits
    60,251       59,497  
  Total current liabilities
    629,143       578,958  
                 
Stockholders' equity:
               
Preferred stock; $0.001 par value; 1,000,000 shares authorized, none issued and outstanding
    -       -  
Common stock; $0.001 par value; 750,000,000 shares authorized, 92,582,524 shares issued and outstanding as of September 30, 2012 and March 31, 2012
    92,583       92,583  
Common stock to be issued
    -       330,075  
Additional paid in capital
    83,288,291       83,288,291  
Deficit accumulated during exploration stage
    (81,525,434 )     (70,595,268 )
Accumulated other comprehensive loss
    386,577       674,021  
  Total stockholders' equity
    2,242,017       13,789,702  
                 
  Total liabilities and stockholders' equity
  $ 2,871,160     $ 14,368,660  
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
 
 
TAMM OIL AND GAS CORP
(An Exploration Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 
                           
For the period
 
                           
October 10, 2005
 
                           
(date of inception)
 
   
Three months ended September 30,
   
Six months ended September 30,
   
through
 
   
2012
   
2011
   
2012
   
2011
   
September 30, 2012
 
OPERATING EXPENSES:
                             
Selling, general and administrative
  $ 25,337     $ 32,363     $ 56,217     $ 99,098     $ 2,674,542  
Loss on impairment of oil and gas properties
    10,259,918       -       10,259,918       -       74,825,667  
Depreciation
    -       26       77       52       1,166  
  Total operating expenses
    10,285,255       32,389       10,316,212       99,150       77,501,375  
                                         
Loss from operations
    (10,285,255 )     (32,389 )     (10,316,212 )     (99,150 )     (77,501,375 )
                                         
OTHER INCOME (EXPENSE)
                                       
Foreign exchange (expense) gain
    -       -       -       -       (115 )
Interest (expense)
    (720 )     (638 )     (1,440 )     (1,325 )     (166,648 )
Loss on settlement of debt
    (612,514 )     -       (612,514 )     -       (3,817,755 )
Loss on impairment of fixed assets
    -       -       -       -       (37,032 )
                                         
Loss before provision for income taxes
    (10,898,489 )     (33,027 )     (10,930,166 )     (100,475 )     (81,522,925 )
                                         
Provision for income taxes:
                                       
Current
    -       -       -       -       2,509  
Deferred
    -       -       -       -       -  
  Total income taxes
    -       -       -       -       2,509  
                                         
NET LOSS
  $ (10,898,489 )   $ (33,027 )   $ (10,930,166 )   $ (100,475 )   $ (81,525,434 )
                                         
Net (loss) per common share (basic and diluted)
  $ (0.12 )   $ (0.00 )   $ (0.12 )   $ (0.00 )        
                                         
Weighted average number of common shares outstanding, basic and diluted
    92,582,523       92,582,524       92,582,523       89,248,521          
                                         
Comprehensive (loss) income:
                                       
Net (loss)
  $ (10,898,489 )   $ (33,027 )   $ (10,930,166 )   $ (100,475 )   $ (81,525,434 )
Foreign currency translation gain (loss)
    72,925       (1,166,614 )     (287,444 )     (1,090,524 )     386,577  
                                         
Comprehensive income (loss):
  $ (10,825,564 )   $ (1,199,641 )   $ (11,217,610 )   $ (1,190,999 )   $ (81,138,857 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
 
 
TAMM OIL AND GAS CORP.
(An Exploration Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
               
For the period
 
               
October 10, 2005
 
                (date of inception)  
   
For the six months ended September 30,
    through  
   
2012
   
2011
   
September 30, 2012
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (10,930,166 )   $ (100,475 )   $ (81,525,434 )
Adjustments to reconcile net loss to net cash (used in) operating activities:
                       
Depreciation
    77       52       1,166  
Impairment of property and equipment
    -       -       37,032  
Impairment of investments in stock and royalty agreements
    10,259,918       -       74,825,667  
Common stock to be issued in settlement of assumed debt
    -       -       433,164  
(Gain) loss on settlement of debt
    612,514       -       3,817,755  
Decrease (increase) in accounts receivable
    11,213       (1,939 )     2,642  
Decrease (increase) in prepaid expenses
    -       (10,837 )     232  
(Decrease) increase in accounts payable
    43,571       103,218       1,219,444  
  Net cash (used in) operating activities
    (2,873 )     (9,981 )     (1,188,332 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Purchase of oil and gas properties
    -       -       (1,201,439 )
Decrease in receivables, affiliates
    -       -       228,570  
Purchase of investment
    -       -       (576,252 )
Purchases of property and equipment
    -       -       (38,223 )
  Net cash provided by (used in) investing activities
    -       -       (1,587,344 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from sale of common stock
    -       50,000       1,854,000  
Proceeds from notes payable
    -       -       1,307,295  
Repayments of notes payable
    -       (9,034 )     (535,376 )
  Net cash provided by financing activities
    -       40,966       2,625,919  
                         
Effect of currency rate change on cash
    2       (30,566 )     149,757  
                         
Net (decrease) increase in cash and cash equivalents
    (2,871 )     419       -  
Cash and cash equivalents at beginning of period
    2,871       3,150       -  
Cash and cash equivalents at end of period
  $ -     $ 3,569     $ -  
                         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
                 
Cash paid during the period for interest
  $ -     $ -     $ -  
Cash paid during the period for taxes
  $ -     $ -     $ 2,509  
                         
NONCASH INVESTING AND FINANCING ACTIVITIES:
                       
Issuance of common stock for royalty agreements
  $ -     $ -     $ 10,200,000  
Issuance of common stock for undeveloped property
  $ -     $ -     $ 11,390,000  
Issuance of common stock in exchange for common stock of an unaffiliated entity
  $ -     $ -     $ 54,263,160  
Issuance of common stock in exchange for acquisition of Union Energy, LLC.
  $ -     $ -     $ 800,000  
Fair value of warrants issued in settlement of debt
  $ -     $ -     $ 1,486,931  
Common stock to be issued in settlement of debt
  $ (330,075 )   $ -     $ 3,286,782  
Transfer of oil & gas properties in settlement of debt
  $ 942,589     $ -     $ 942,589  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
 

TAMM OIL AND GAS CORP.
(An Exploration Stage Company)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed consolidated financial statements follows:

General

The interim condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as promulgated in Item 210 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results from operations for the three and six month periods ended September 30, 2012, are not necessarily indicative of the results that may be expected for the year ending March 31, 2013. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto for the year ended March 31, 2012, included in the Company’s Form 10-K filed with the SEC on June 28, 2012.

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 is in the development (exploration) stage as defined by Accounting Standards Codification subtopic 915-10 Development Stage Entities (“ASC 915-10”) with its efforts principally 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. For the period from inception through September 30, 2012, the Company has accumulated losses of $81,525,434.

The unaudited condensed 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.

Acquisition of Union Energy, LLC

On June 12, 2009, the Company acquired Union Energy LLC, a Colorado limited liability corporation, in exchange for 1,000,000 shares of the Company’s common stock valued at $.80 per share, the fair market value of the stock on that date, for a total investment of $800,000. As part of the acquisition, the Company acquired a 100% working interest in 5,120 acres of oil sands leases in the Province of Alberta.
 
 
TAMM OIL AND GAS CORP.
(An Exploration Stage Company)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012

The total consideration paid was $800,000 and the significant components of the transaction are as follows:

Assets acquired:
     
Undeveloped oil sands property lease
 
$
800,000
 
Liabilities assumed:
   
( -
)
Net:
 
$
800,000
 

During the year ended March 31, 2011, the acquired leases expired, therefore the Company recorded an impairment loss of $800,000 during the year ended March 31, 2011.

Revenue Recognition

Revenues from the sale of petroleum and natural gas will be 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.

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.
 

TAMM OIL AND GAS CORP.
(An Exploration Stage Company)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
 
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 theses 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.

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 income (loss) within shareholders’ equity. 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.

Functional Currency

The functional currency of the Companies is the Canadian dollar and the unaudited condensed consolidated 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 unaudited condensed consolidated statements of operations.
 

TAMM OIL AND GAS CORP.
(An Exploration Stage Company)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012

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.

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 three and six months ended September 30, 2012 and 2011, 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.

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 2 consultants performing various specialized services. The Company is heavily dependent on the continued active participation of these current executive officers, 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

There were various 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 unaudited condensed 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 unaudited condensed consolidated financial statements for the six months and inception to date periods ended September 30, 2012, the Company has incurred losses of $10,930,166 and $81,525,434, respectively. In addition, as of September 30, 2012, the Company had a working capital deficit of $628,324, and no revenue generating operations. These factors, among others, indicate that the Company may be unable to continue as a going concern.
 

TAMM OIL AND GAS CORP.
(An Exploration Stage Company)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012

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 unaudited condensed consolidated financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern.

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 and September 30, 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. From December 5, 2011 to September 30, 2012, the Company did not evaluate for impairment the fair value of the above cost-method investment, since there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value.

NOTE 4 – OIL SANDS PROPERTIES

Union Energy, LLC

On June 12, 2009, the Company acquired Union Energy, LLC, a Colorado limited liability corporation, the sole asset of which was a 100% working interest in 5,120 acres of Oil Sands leases in the Province of Alberta in exchange for 1,000,000 shares of the Company’s common stock valued at $.80 per share, the fair market value on the date of acquisition, for a total investment of $800,000.

During the year ended March 31, 2011, the Company recorded an impairment loss of $800,000.

Peace River

The Company leases 21 sections of oil sands leases in the Peace River region held at $718,903.
 

TAMM OIL AND GAS CORP.
(An Exploration Stage Company)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012

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.

Sawn Lake

The Company has 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. The value of these rights is recorded at $945,068, net of impairment adjustment of $2,929,868, as discussed below.

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 23 sections of Oilsand 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.

On or about August 1, 2012 the Company in review of the development plans decided to release theses 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.
 

TAMM OIL AND GAS CORP.
(An Exploration Stage Company)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012

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.

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 Board of Directors.

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. On November 13, 2007, the Company declared a 15:1 forward split, and concurrently increased its authorized shares to 750,000,000 shares of common stock, par value $.001 per share. All share amounts have been restated as if the split had occurred October 10, 2005.

As of September 30, 2012 and March 31, 2012, there were 92,582,524 shares of common stock issued and outstanding.
 
 
TAMM OIL AND GAS CORP.
(An Exploration Stage Company)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
 
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 September 30, 2012:
 
Exercise
Price
 
Number
Outstanding
 
Warrants Outstanding
Weighted Average
Remaining Contractual
Life (years)
 
Weighted
Average
Exercise
Price
 
Number
Exercisable
 
Warrants
Exercisable
Weighted
Average
Exercise Price
 
$
0.25
 
1,200,000
 
1.65
 
$
0.25
 
1,200,000
 
$
0.25
 
$
0.30
 
5,301,264
 
1.48
 
$
0.30
 
5,301,264
 
$
0.30
 
     
6,501,264
 
1.51
       
6,501,264
 
$
0.29
 

Transactions involving the Company’s warrant issuance are summarized as follows:

   
Stock Warrants
 
       
Weighted
 
       
Exercise
 
   
Shares
 
Price
 
Outstanding at March 31, 2011
   
5,833,643
 
$
0.30
 
Granted
   
1,200,000
   
0.25
 
Canceled
   
   
 
Expired
   
   
 
Exercised
   
   
 
Outstanding at March 31, 2012
   
7,033,643
   
0.29
 
Granted
   
   
 
Canceled
   
(532,379
)
 
(0.30
)
Expired
   
   
 
Exercised
   
   
 
Outstanding at September 30, 2012
   
6,501,264
 
$
0.29
 

In connection with the settlement of debt as described in Note 4 above, an aggregate of 532,379 outstanding warrants were canceled.

Options

As of September 30, 2012 and March 31, 2012, the Company had no outstanding options.

NOTE 7 – RELATED PARTY TRANSACTIONS

The Company leases office space under an operating lease for its Canadian office use at $1,000 per month on a month to month basis from an entity with common senior management.

Accounts payable and accrued liabilities include advances from CEC Northstar of $60,575 (of which $37,500 had been refunded as of filing date), a Company with a board member and officer whom also are board members of the Company.

Total advances at September 30, 2012 amounted to $60,251 from a related party The advances are due on demand with interest of 5% per annum. The Company incurred $1,440 as interest for the six months ended September 30, 2012.
 
 
TAMM OIL AND GAS CORP.
(An Exploration Stage Company)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012

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 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.

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 Board of Directors.

Investment

As described Note 3, above, the Company exchanged an outstanding receivable from an affiliated entity, 1132559 Alberta Ltd. ("Alberta") for 16 shares of Alberta and a non interest bearing demand obligation of $315,494. 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.

NOTE 8 - 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.

Effective April 17, 2012 - The Company announced that Mr. Stephen Andrew Fogle has been nominated and elected to the Board of Directors of the Corporation effective April 17, 2012. Mr. Fogle 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.
 

TAMM OIL AND GAS CORP.
(An Exploration Stage Company)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012

Material Contracts

On May 31, 2012, the Company reached a binding agreement with CEC North Star Energy Ltd (ÇEC North Star”) of Calgary Alberta to transfer the oilsands leases it holds in the Manning Area in escrow pending a series of events being completed. CEC North Star will issue shares in escrow North Star common voting shares at the agreed value per shares issued from Treasury of Thirty Two Dollars ($32.00) Cdn. for a total of 5,062,500 shares. Due to family relationships between CEC North Star Energy and the Company, Mr. Tighe abstained from voting on the transaction. Due to a common board position on both companies, Mr. Hilekes abstained from voting on the transaction. North Star will be responsible for rental costs of the Manning lands going forward. Tamm acknowledges and consents to CEC transferring the balance of the farm in agreement that would apply to the P&NG leases, to North Star. The GORR in place on the Tamm leases will remain the obligation of Tamm under this arrangement The transaction has two key requirements to close – the put/call – 1. TAMM is to re-domicile to Alberta based on a shareholder vote at the next AGM and required documentation, regulatory requirements being completed. 2. Post the re-domicile, approval of the majority of the TAMM shareholders of the transaction at the same AGM would be required. Upon signing this agreement, Mr. Hilekes is appointed to the Board of Directors of CEC North Star and Mr. Tighe is appointed as COO of CEC North Star.

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 9 – SUBSEQUENT EVENTS

On October 26, 2012, Asperago Holdings SA  has advanced $37,500 dollars to the Company, funds used for payment of outstanding liabilities and operating expenses.

Management evaluated all activities of the Company through the issuance date of the Company’s consolidated financial statements and concluded that no subsequent events have occurred that would require adjustments or disclosures into the consolidated financial statements.
 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
TAMM Oil and Gas Corp. is referred to hereinafter as “we”, “our”, or “us”.

Overview
We are a petroleum exploration company in the development stage 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 – September 30, 2012 and March 31, 2012
(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 September 30, 2012 and March 31, 2012.

   
September 30,
2012
   
March 31,
2012
 
Current Assets
 
$
819
   
$
15,202
 
Current Liabilities
   
629,143
     
578,958
 
                 
Working Capital Deficit
 
$
(628,324
)
 
$
(563,756
)

Our current assets decreased by $14,383 from $15,202 as of March 31, 2012 to $819 at September 30, 2012. The decrease was primarily from changes in our cash balance and wrote off of our GST receivables.
 
Our working capital deficit increased by $64,568 to $628,324 as of September 30, 2012, from $563,756 at March 31, 2012. Accounts payable and accrued expenses increased from $519,461 as of March 31, 2012 to $568,892 as of September 30, 2012 from operations.

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

During six months ended September 30, 2012, the Company abandoned the remaining property and equipment.
 

   
September 30
2012
   
March 31,
2012
 
Office equipment
 
$
-
   
$
77
 
Fixed assets net
 
$
-
   
$
77
 

(a) (3) Capital commitments

We do not have any long term debt, capital lease obligations, operating or purchase obligations at September 30, 2012.

(a) (4) Derivative liability – Not applicable.

(a) (5) Equity

Stockholders’ equity decreased to $2,242,017 as of September 30, 2012, from $13,789,702 as of March 31, 2012. The primary reason for the decrease is our incurred year to date net loss of $10,930,166.

(a) (6) Off-balance sheet arrangements.

NONE

(a) (7) Results of operations.

Three month summary:

The following sets forth certain information regarding our results of operations for the three months ended September 30, 2012 and 2011:

Three months ended September 30,
 
2012
   
2011
 
General and administrative
 
$
25,337
   
$
32,363
 
Impairment of oil and gas properties
   
(10,259,918
     
-
 
Operating (loss)
   
(10,285,255
)
   
(32,389
)
Other (expense)
   
(613,234
)
   
(638
)
Net (loss)
   
(10,898,489
)
   
(33,027
)
Net (loss) per share - basic and diluted
   
(0.12)
     
(0.00
)
Weighted average shares - basic and diluted
   
92,582,523
     
92,582,524
 

Our operations have resulted in significant losses and negative cash flow as we have exchanged in our property lease interests against debt.  During three months ended September 30, 2012, we incurred a loss on settlement of debt of $612,514 and decided to release 10 sections of P&NG leases back to the Province of Alberta, incurring a $10,259,918 impairment loss.

Exploration & development. Exploration and mine development costs was $0 during the three months ended September 30, 2012 and 2011.

General and administrative expenses. Our general and administrative expenses decreased by $7,026 , or 22%, to $25,337 during three months ended September 30, 2012 from $32,363 during same period last year. We attribute the decrease in our general and administrative expenses to professional and legal fees.

Depreciation. Depreciation was $nil for the three months ended September 30, 2012, $26 for the same period last year.
 

Net loss. Our net loss for the three months ended September 30, 2012 was $10,898,489 compared to $33,027 for the three months ended September 30, 2011 primarily from loss on settlement of debt and the release of P&NP leases, resulting in a basic per-share loss of $0.12 and $0.00 for three months ended September 30, 2012 and 2011, respectively based on weighted average shares outstanding.

Six month summary:

The following sets forth certain information regarding our results of operations for the six months ended September 30, 2012 and 2011:

Six months ended September 30,
 
2012
   
2011
 
General and administrative
 
$
56,217
   
$
99,098
 
Impairment of oil and gas properties
   
(10,259,918
)
       
Operating (loss)
   
(10,316,212
)
   
(99,150
)
Other (expense)
   
(613,954
)
   
(1,325
)
Net (loss)
   
(10,930,166
)
   
(100,475
)
Net (loss) per share - basic and diluted
   
(0.12)
     
(0.00
)
Weighted average shares - basic and diluted
   
92,582,523
     
89,248,521
 

Our operations have resulted in significant losses and negative cash flow as we have exchanged in our property lease interests against debt.  During six months ended September 30, 2012, we incurred a loss on settlement of debt of $612,514 and decided to release 10 sections of P&NG leases back to the Province of Alberta, incurring a $10,259,918 impairment loss.

Exploration & development. Exploration and mine development costs was $0 during the six months ended September 30, 2012 and 2011.

General and administrative expenses. Our general and administrative expenses decreased by $42,881, or 43%, to $56,217 during six months ended September 30, 2012 from $99,098 during same period last year. We attribute the decrease in our general and administrative expenses to professional and legal fees.

Depreciation. Depreciation was $77 for the six months ended September 30, 2012, $52 for the same period last year.

Net loss. Our net loss for the six months ended September 30, 2012 was $10,930,166 compared to $100,475 for the six months ended September 30, 2011 primarily from loss on settlement of debt and the release of P&NP leases, resulting in a basic per-share loss of $0.12 and $0.00 for six months ended September 30, 2012 and 2011, respectively based on weighted average shares outstanding.

(a) (8) Cash flow

We have been able historically to meet our working capital obligations and cover our net loss through the collection of our receivable from related party, net of repayments of related party notes and sale of common stock. Net cash flows provided by our financing activities was $nil for the six months ended September 30, 2012 and $40,966 for the same period in 2011. Cash decreased to $Nil as of September 30, 2012 from $2,871 at March 31, 2012.
 
 
Net cash flows for the six months ended September 30:
 
2012
   
2011
 
Net (loss)
 
$
(10,930,166
)
 
$
(100,475
)
Net cash flows (used in) operating activities
   
(2,873
)
   
(9,981
)
Net cash flows provided by investing activities
   
-
     
-
 
Net cash flows provided by financing activities
   
-
     
40,966
 
Effect of currency change on cash
   
2
     
(30,566
)
Net (decrease) increase in cash and cash equivalents
   
(2,871
)
   
419
 
Cash and cash equivalents at beginning of the period
   
2,871
     
3,150
 
Cash and cash equivalents at end of period
   
-
     
3,569
 

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.

By adjusting our operations and development to the level of capitalization, we believe we have sufficient capital resources to meet projected cash flow deficits. However, if during that period or thereafter, we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations liquidity and financial condition.

Our registered independent certified public accountants have stated in their report dated June 26, 2012, that we have incurred operating losses in the last two years, and that we are dependent upon management’s ability to develop profitable operations and raise additional capital. These factors among others may raise substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The preparation of unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Going Concern

During the period October 10, 2005 (inception) to September 30, 2012, we generated no revenue and we had an accumulated deficit of $81,525,434. We will need significant financing to implement our business plan. Our unaudited condensed consolidated financial statements have been prepared assuming that we will continue as a going concern.
 

The accompanying unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from our possible inability to continue as a going concern.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

The Company is a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and is not required to provide the information required under this item.

Item 4T.  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 quarter ended September 30, 2012 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 September 30, 2012.

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.

Internal Controls over Financial Reporting

During the quarter ended September 30, 2012, 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.
 

PART II - OTHER INFORMATION

Item 1.  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 affect on our business, financial condition or operating results.

Item 2.  Recent Sales of Unregistered Securities and Use of Proceeds
 
None.

Item 3.  Defaults on Senior Securities
 
None.

Item 4.  Mine Safety Disclosures
 
Not applicable.

Item 5.  Other Information
 
None.

Item 6.  Exhibits

The following exhibits, required by Item 601 of Regulation S-K, are being filed as part of this quarterly report, or are incorporated by reference where indicated:

Exhibit No.
 
Description
     
31.1*
 
     
32.1*
 
     
101.INS
XBRL Instance Document **
101.SCH
XBRL Taxonomy Extension Schema Document **
101.CAL
XBRL Taxonomy Extension Calculation Linkbase **
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document **
101.LAB
XBRL Taxonomy Extension Label Linkbase Document **
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document **
 
*
filed herewith
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES
 
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 CORP.
   
Date: November 9, 2012
By:
/s/ William S. Tighe
 
Name: William S. Tighe,
Title: Chairman of the Board/Principal Financial Officer/Secretary/Treasurer