TAMM Oil & Gas (TAMO) 10-Q/A 2009 Q2 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

 (Mark One)

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

the quarterly period ended September 30, 2008 

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.)

Suite 460, 734 7 Ave SW, Calgary, AB, Canada T2P 3P8

(Address of principal executive offices)

403-975-9399

(Issuer’s telephone number)

____________________________________________________________________

(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 ¨

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 ¨	Accelerated filer ¨
Non-accelerated filer ¨	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 ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 62,780,000 shares outstanding as of November 14, 2008.

EXPLANTORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q for Tamm Oil and Gas Corp. for the quarterly period ended September 30, 2008 is being filed to revise Part 1, Item 1 (FINANCIAL INFORMATION-Financial Statements) to correct certain statements in Notes 4 and 6 of the Notes to Unaudited Condensed Consolidated Financial Statements.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Amendment No. 1. This Amendment No. 1 does not change any previously reported financial results, update disclosures or reflect events occurring after the date of the filing of the Form 10-Q, or except for changes described above, modify disclosures in the previously filed Form 10-Q.

2

TAMM OIL AND GAS CORP.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2008 (unaudited) and March 31, 2008	4
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2008 and 2007 and from October 10, 2005 (date of inception) through September 30, 2008 (unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity  from October 10, 2005 (date of inception) through September 30, 2008 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2008 and 2007 and from October 10, 2005 (date of inception) through September 30, 2008 (unaudited)	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
PART II.	OTHER INFORMATION
Item 6.	Exhibits	14
Signatures		14

3

PART I - FINANCIAL INFORMATION

 Item 1. Financial Statements

TAMM OIL AND GAS CORP.

(An Exploration Stage Company)

CONDENSED BALANCE SHEETS

	September 30,			March 31,
	2008			2008
	(unaudited)
ASSETS
Current assets:
Cash	$	2,471		$	169,844
Prepaid expenses		3,727			14,921
Total current assets		6,198			184,765
Property, plant and equipment:
Oil sands properties, unevaluated		1,093,786			718,903
Furniture and equipment, net		2,468			3,223
Total property, plant and equipment		1,096,254			722,126
Other assets:
Deposits		71,306			-
Receivable from affiliated entity		576,252			576,252
Royalty agreements		4,000,000			4,000,000
Total assets	$	5,750,010		$	5,483,143
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	332,108		$	24,652
Advances from related party		43,726			-
Notes payable to affiliated entity		750,000			-
Total current liabilities		1,125,834			24,652
Commitments and contingencies
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, 62,780,000 and 118,313,000 shares issued and outstanding as of September 30, 2008 and March 31, 2008		62,780			118,313
Additional paid in capital		66,204,380			66,148,847
(Deficit) accumulated during exploration stage		(61,642,626	)		(60,808,669	)
Accumulated other comprehensive income (loss)		(358	)		-
Total stockholders' equity		4,624,176			5,458,491
Total liabilities and stockholders' equity	$	5,750,010		$	5,483,143

The accompanying notes are an integral part of these financial statements

4

TAMM OIL AND GAS CORP
(An Exploration Stage Company)
CONDENSED STATEMENT OF OPERATIONS
(unaudited)
													For the period
													October 10, 2005
													(date of inception)
	Three months ended September 30,						Six months ended September 30,						through
	2008			2007			2008			2007			September 30, 2008
REVENUE	$	-		$	-		$	-		$	-		$	-
OPERATING EXPENSES:
Selling, general and administrative		267,786			29,370			803,164			44,031			1,121,300
Depreciation		251			-			754			-			754
Total operating expenses		268,037			29,370			803,918			44,031			1,122,054
(Loss) from operations		(268,037	)		(29,370	)		(803,918	)		(44,031	)		(1,122,054	)
OTHER INCOME (EXPENSE)
Foreign exchange (expense) gain		(2,735	)		-			(8,542	)		-			(43,542	)
Interest income (expense)		(15,446	)		-			(21,219	)		-			(21,219	)
(Loss) on impairment of fixed assets		-			(25,000	)		-			(25,000	)		8,427
(Loss) on impairment of investments		-			-			-			-			(60,463,160	)
(Loss) before provision for income taxes		(286,218	)		(54,370	)		(833,679	)		(69,031	)		(61,641,548	)
Provision for income taxes:
Current		278			-			278			-			1,078
Deferred		-			-			-			-			-
Total income taxes		278			-			278			-			1,078
NET (LOSS)		(286,496	)		(54,370	)		(833,957	)		(69,031	)		(61,642,626	)
Foreign currency translation gain (loss)		(773	)		-			(358	)		-			(358	)
Comprehensive (loss)	$	(287,269	)	$	(54,370	)	$	(834,314	)	$	(69,031	)	$	(61,642,983	)
Net (loss) per common share (basic and diluted)	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding, basic and diluted		91,618,120			6,044,565			104,892,623			6,000,000

The accompanying notes are an integral part of these financial statements

5

TAMM OIL AND GAS CORP.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

For the period October 10, 2005 (date of Inception) through September 30, 2008

										Other			(Deficit) Accumulated
	Common stock						Additional			Comprehensive			During Exploration
	Shares			Amount			Paid in Capital			Income (loss)			Stage			Total
Balance, October 10, 2005	$	-		$	-		$	-		$	-		$	-		$	-
Sale of common stock in October 2005 to founders at $0.0001 per share		60,000,000			60,000			(56,000	)		-			-			4,000
Sale of common stock in March 2006 at $0.003 per share		30,000,000			30,000			70,000			-			-			100,000
Net (loss)		-			-			-			-			(2,134	)		(2,134	)
Balance, March 31, 2006		90,000,000			90,000			14,000			-			(2,134	)		101,866
Net (loss)		-			-			-			-			(69,346	)		(69,346	)
Balance, March 31, 2007		90,000,000			90,000			14,000			-			(71,480	)		32,520
Sale of common stock in August 2007 at $0.07 per share		1,500,000			1,500			98,500			-			-			100,000
Sale of common stock at various dates during the year at $1.25 per share		1,280,000			1,280			1,598,720			-			-			1,600,000
Common stock issued in exchange for investment		21,533,000			21,533			54,241,627			-			-			54,263,160
Common stock issued in exchange for royalty agreement		4,000,000			4,000			10,196,000			-			-			10,200,000
Net (loss)		-			-			-			-			(60,737,189	)		(60,737,189	)
Balance, March 31, 2008		118,313,000			118,313			66,148,847			-			(60,808,669	)		5,458,491
Cancellation of previously issued common shares for investment		(21,533,000	)		(21,533	)		21,533			-			-			-
Foreign currency translation (loss)		-			-			-			(358	)		-			(358	)
Cancellation of previously issued common shares to founders		(34,000,000	)		(34,000	)		34,000			-			-			-
Net (loss)		-			-			-			-			(833,957	)		(833,957	)
Balance, September 30, 2008		62,780,000		$	62,780		$	66,204,380		$	(358	)	$	(61,642,626	)	$	4,624,176

The accompanying notes are an integral part of these financial statements

6

TAMM OIL AND GAS CORP.

(An Exploration Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

							For the period
							October 10, 2005
	For the six months ended September 30,						(Date of Inception)
	2008			2007			through September 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(833,957	)	$	(69,031	)	$	(61,642,626	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation		754			-			754
Impairment of property and equipment		-			25,000			35,000
Impairment of investments in stock and royalty agreements		-			-			60,463,160
(Increase) decrease prepaid expenses		11,194			-			(3,727	)
Increase in accounts payable		307,456			4,289			332,108
Net cash (used in) operating activities		(514,552	)		(39,742	)		(815,330	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of oil and gas properties		(374,883	)		-			(1,093,786	)
Deposits paid on investments		(71,306	)		-			(71,306	)
Purchase of investment		-			-			(576,252	)
Purchases of property and equipment		-			-			(38,223	)
Net cash (used in) investing activities		(446,189	)		-			(1,779,567	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		-			100,000			1,804,000
Proceeds from advances and notes payable to affiliated entity		1,293,726			10,000			1,293,726
Repayments of notes payable to affiliated entity		(500,000	)		-			(500,000	)
Net cash provided by financing activities		793,726			-			2,597,726
Effect of currency rate change on cash		(358	)		-			(358	)
Net increase (decrease ) in cash and cash equivalents		(167,373	)		70,258			2,471
Cash and cash equivalents at beginning of period		169,844			3,866			-
Cash and cash equivalents at end of period	$	2,471		$	74,124		$	2,471
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	-		$	-			-
Cash paid during the period for taxes		278			-			1,078
NON CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for royalty agreements	$	-		$	-		$	10,200,000
Issuance of common stock in exchange for common stock of an unaffiliated entity	$	-		$	-		$	54,263,160

The accompanying notes are an integral part of these financial statements

7

TAMM OIL AND GAS CORP.

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

Tamm Oil and Gas Corp. is referred to in these notes as “the Company” or “TAMM”.

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

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

General

The interim condensed 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 six month period ended September 30, 2008, are not necessarily indicative of the results that may be expected for the year ended March 31, 2009.  The unaudited condensed financial statements should be read in conjunction with the dated March 31, 2008 financial statements and footnotes thereto included in the Company’s Form 10-KSB filed with the SEC on July 14, 2008.

Basis and business presentation

TAMM, formerly Hola Communications, Inc., 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 stage as defined by Statement of Financial Accounting Standards No. 7 (“SFAS No. 7”) 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, 2008, the Company has accumulated losses of $61,642,626.

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.

8

TAMM OIL AND GAS CORP.

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Values

Effective for the six month period ended September 30, 2008, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements” (SFAS No. 157) as amended by FASB Statement of Position (FSP) FAS 157-1 and FSP FAS 157-2. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. FSP FAS 157-2 delays, until the first quarter of fiscal year 2009, the effective date for SFAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of SFAS No. 157 did not have a material impact on the Company’s financial position or operations.

Comprehensive Income (Loss)

The Company adopted Statement of Financial Accounting Standards No. 130; “Reporting Comprehensive Income” (SFAS) No. 130 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. SFAS No. 130 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 Statement of Financial Accounting Standards No. 128, "Earnings Per Share" (“SFAS 128”). 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 conversion of convertible preferred shares and the exercise of the Company's stock options and warrants (calculated using the treasury stock method). During the three and six month period ended September 30, 2008 and 2007, common stock equivalents are not considered in the calculation of the weighted average number of common shares outstanding because they would be anti-dilutive, thereby decreasing the net loss per common share.

Reclassifications

Certain amounts reported in the Company's financial statements for the prior periods may have been reclassified to conform to the current period presentation.

9

TAMM OIL AND GAS CORP.

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent accounting pronouncements

In April 2008, the FASB issued FSP No. FAS 142-3,“Determination of the Useful Life of Intangible Assets”. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142,“Goodwill and Other Intangible Assets”.  We are required to adopt FSP 142-3 on September 1, 2009, earlier adoption is prohibited.  The guidance in FSP 142-3 for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption.  We are currently evaluating the impact of FSP 142-3 on our consolidated financial position, results of operations or cash flows.

In May 2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) " ("FSP APB 14-1").  FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer's non-convertible debt borrowing rate.  FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis.  We are currently evaluating the potential impact, if any, of the adoption of FSP APB 14-1 on our consolidated financial position, results of operations or cash flows.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial statements.

NOTE 2 – GOING CONCERN MATTERS

The accompanying 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 financial statements for the six month and inception to date periods ended September 30, 2008, the Company has incurred a loss of $833,957 and $61,642,983, respectively.  In addition, as of September 30, 2008, the Company had a working capital deficit of $1,119,636. 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 develop profitable operations and resolve its liquidity problems. The accompanying 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 operate. However, no assurance can be given that management's actions will result in profitable operations or the resolution of its liquidity problems.

NOTE 3 – NOTES PAYABLE TO AFFILIATED ENTITY

During the six month period ended September 30, 2008, the Company issued $1,250,000 of demand notes payable with an interest rate of prime plus 2% per annum. The Company repaid $500,000 of the demand notes during the six month period ended September 30, 2008. As of September 30, 2008, outstanding notes payable on the demand notes totaled $750,000.

The noteholder is a shareholder of 1132559 Alberta, Ltd., an affiliated entity as Alberta and TAMM have officers and/or directors in common.

10

TAMM OIL AND GAS CORP.

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

NOTE 4 – CAPITAL STOCK

Preferred stock

The Company has authorized the issuance of 1,000,000 shares of preferred stock, par value $.001 per share. The Company’s Board of Directors has broad discretion to create one or more series of preferred stock and 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, 2008 and March 31, 2008, there were 62,780,000 and 118,313,000 shares of common stock issued and outstanding, respectively.

In July 2008, 34,000,000 shares of the Company’s common stock previously issued to founders in October 2005 were returned for cancellation.

In September 2008, 21,533,000 shares of the Company’s common stock previously issued in exchange for common shares of Deep Well Oil & Gas, Inc were returned to the Company and cancelled. (See Note 6 below).

NOTE 5 – OPTIONS AND WARRANTS

During the year ended March 31, 2008, warrants to purchase 1,280,000 shares of the Company’s common stock were issued in connection with the sale of the Company’s common stock. No warrants to purchase shares were exercised. Stock warrant activities from March 31, 2006 through September 30, 2008 are as follows:

	Stock Warrants
		Weighted
		Exercise
��	Shares	Price
Outstanding at March 31, 2006	—	$	—
Granted	—		—
Outstanding at March 31, 2007	—		—
Granted	1,280,000	$	1.75
Canceled	—		—
Expired	—		—
Exercised	—		—
Outstanding at March 31, 2008	1,280,000	$	1.75
Granted	—		—
Canceled	—		—
Expired	—		—
Exercised	—		—
Outstanding at September 30, 2008	1,280,000	$	1.75

11

TAMM OIL AND GAS CORP.

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

NOTE 5 – OPTIONS AND WARRANTS (continued)

Warrants outstanding and exercisable at September 30, 2008, are as follows:

Outstanding and Exercisable Warrants
			Weighted	Weighted
Exercise			Average	Average
Price			Contractual	Exercise
Range		Number	Life	Price
$	1.75	1,280,000	1.19	$	1.75

Options

As of September 30, 2008; the Company has no outstanding options.

NOTE 6 - CONTINGENCIES

The Company is a defendant in pending litigation by Deep Well Oil & Gas, Inc. (“Deep Well”) in the United States District Court of Nevada. The litigation involves an alleged breach by the Company of federal securities law requirements for an alleged tender offer to Deep Well’s shareholders, in addition to claims for fraud and defamation relating to certain press releases and securities law filings of the Company. The complaint seeks injunctive relief and unspecified damages. The Company's position in this litigation is that the subject transactions were private stock exchange agreements between the Company and certain Deep Well shareholders and did not constitute a tender offer. The Company denies the other allegations in the Complaint as well. The Company filed its opposition to a motion for preliminary injunction and a motion to dismiss, and Deep Well failed to dismiss the suit. The Company filed a motion for partial summary judgment, to which Deep Well opposed and also filed its First Amended Complaint, which adds a claim for conspiracy against the Company, and other parties. The Company moved to dismiss the First Amended Complaint. Briefing is scheduled to be completed by November 21, 2008 and the matter will be submitted to the court for hearing and decision.

As previously reported, as of July 1, 2008, we entered into a termination and rescission agreement with each of such Deep Well shareholders (collectively the “Termination and Rescission Agreements”) pursuant to which we and the Deep Well shareholders agreed to rescind the transactions consummated under the stock exchange agreements with the same effect as if the agreements had never been executed and delivered and such transactions had never been consummated. The rescission was undertaken voluntarily by the Company and is neither an admission of any wrongdoing by the Company nor a waiver of any rights or remedies which the Company may have against any person (except for such Deep Well shareholders pursuant to the terms of the Termination and Rescission Agreements).

All of the 21,533,000 shares the Company issued pursuant to the stock exchange agreements have now been returned to the Company, and all of the certificates representing the shares have been cancelled.

Material Definitive Agreement with Selling Stockholders of 1132559 Alberta Ltd.

On September 5, 2008 we have entered into a Material Definitive Agreement with the Selling Stockholders of 1132559 Alberta Ltd , which provides that the Selling Stockholders agree to transfer to us all of the issued and outstanding shares held by them subject to the following, amongst other conditions, being met:

(i)	Issue 15,000,000 shares of our common stock to the Selling Stockholders; a portion of these shares have been issued In Trust, pending completion of all conditions
(ii)	TAMM total debt to be a maximum of $3,750,000.
(iii)	the satisfactory completion of the parties due diligence investigations
(iv)	1132559 Alberta Ltd. preparing financial statements required under applicable securities laws

1132559 Alberta Ltd. is a private company incorporated under the laws of Alberta and holds a direct working interest of 10% in 63 sections of oil sands leases in the Sawn Lake area in Northern Alberta.

12

TAMM OIL AND GAS CORP.

(An Exploration Stage Company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

NOTE 7 – OIL SANDS PROPERTIES

Peace River Purchase

On May 28, 2008, the Company purchased 14 sections of petroleum and natural gas (“P&NG”) leases in the Peace River region of northern Alberta for $374,883 that are adjacent to the existing 21 sections of oil sands leases. With this latest acquisition, the Company now has a 100% working interest in 35 sections, or approximately 22,400 acres. An independent engineering report has recently been commissioned on the newly acquired adjacent 14 sections of leases, and for the determination of heavy oil in place for the entire 35 sections.

The Company provided a deposit of $71,306 towards drilling costs relating to the Peace River Purchase during the three month period ended September 30, 2008.

13

PART II - OTHER INFORMATION

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*	Certification pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended (Principal Executive Officer and Principal Financial Officer).
32.1*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer and Principal Financial Officer).

* filed herewith

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TAMM OIL AND GAS CORP.
Date:  November  25,  2008	By:	/s/ Wiktor Musial
		Name:  Wiktor Musial Title:     President/Principal Executive Officer/Principal Financial Officer

14