10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2008

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

For the transition period from ____________ to_________________

Commission file number 000-51108

TOT Energy, Inc.

(Exact name of registrant as specified in its charter)

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

201 S. Biscayne Blvd.

Suite 2868

Miami, FL 33131

(Address of principal executive offices)

(305) 913-1622

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes 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: At September 30, 2008, the number of shares outstanding of the issuer’s common stock, $0.001 par value, was 223,015,373 shares.

TOT ENERGY, INC.

Form 10-QSB

For the Quarter Ended September 30, 2008

INDEX

		Page
		No.
	PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS – AS OF SEPTEMBER 30, 2008 AND MARCH 31, 2008.	3
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2008 AND 2007.	4
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2008 AND 2007.	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 4T.	Controls and Procedures	16
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	16
Item 2.	Unregistered Sales of Equity Securities	16
Item 6.	Exhibits	18
	Signatures	20
	References in this Form 10-Q to “we”, “us”, “our”, the “Company” and “TOT Energy” refers to TOT Energy, Inc. and its consolidated subsidiaries, unless otherwise noted.

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

TOT ENERGY, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2008			September 30, 2008
ASSETS
Current assets
Cash	$	88,007		$	95,343
Deposits		—			6,000
Costs in excess of billings		—			176,869
Inventory of raw materials		—			44,632
Prepaid expenses and other assets		20,500			19,265
Total current assets		108,507			342,109
Fixed assets
Building		—			218,103
Machinery and equipment		—			4,134,991
Less: accumulated depreciation		—			(55,755	)
Total fixed assets (net)		—			4,297,339
Other Assets
Accounting software license		1,197			—
Total assets	$	109,704		$	4,639,448
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	15,193		$	22,759
Accrued expenses		32,641			414,606
Due to related parties		500,000			803,542
Other short term liabilities		—			17,663
Total liabilities		547,834			1,258,570
Minority Interest		—			72,631
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS EQUITY (DEFICIT)
Preferred stock ($.001 par value, 100,000,000 shares authorized and no shares issued and outstanding)		—			—
Common stock ($.001 par value, 400,000,000 shares authorized and 214,507,773 and 223,015,373 shares issued and outstanding)		214,508			223,016
Treasury stock, at cost; 250,000 shares		(62,500	)		(62,500	)
Paid in capital		5,115,356			11,375,080
Accumulated other comprehensive income		—			(79,262	)
Accumulated deficit		(5,705,494	)		(8,148,087	)
Total stockholders equity (deficit)		(438,130	)		3,308,247
Total liabilities and stockholders equity (deficit)	$	109,704		$	4,639,448

See accompanying notes.

3

TOT ENERGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	September 30, 2007			September 30, 2008			September 30, 2007			September 30, 2008
Sales	$	—		$	309,028		$	98		$	309,028
Cost of sales		—			281,087			—			281,087
Gross Profit		—			27,941			98			27,941
Operating Expenses
General and administrative		6,850			2,185,744			39,060			2,489,032
Loss from operations		(6,850	)		(2,157,803	)		(38,962	)		(2,461,091	)
Other expenses
Interest expense, net		41,376			—			82,730			—
Other Expenses		—			309			—			309
Loss before minority interest		(48,226	)		(2,158,112	)		(121,692	)		(2,461,400	)
Minority interest		—			18,807			—			18,807
Income taxes		—			—			—			—
Net loss		(48,226	)		(2,139,305	)		(121,692	)		(2,442,593	)
Other comprehensive income
Foreign currency translation		—			(15,920	)		—			(15,920	)
Comprehensive loss	$	(48,226	)	$	(2,155,225	)	$	(121,692	)	$	(2,458,513	)
Net loss per share - basic and diluted	$	—		$	(0.01	)	$	—		$	(0.01	)
Weighted average shares outstanding - basic and diluted		100,757,770			217,238,413			100,757,770			215,873,093

See accompanying notes.

4

TOT ENERGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months			Six Months
	Ended			Ended
	September 30, 2007			September 30, 2008
Cash flows from operating activities:
Net loss	$	(121,692	)	$	(2,458,513	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		—			51,755
Amortization of accounting software license		—			1,197
Minority interest		—			(18,807	)
Share Based Compensation		—			1,789,600
Non cash interest expense		82,730			—
Changes in assets and liabilities, net of acquistions and the effect of consolidation of equity affiliates:
Prepaid expenses		5,133			1,235
Costs in excess of billings		—			(176,869	)
Inventory of raw materials		—			(44,631	)
Deposits		—			(6,000	)
Accounts payable		—			7,566
Accrued expenses		10,244			399,629
Related party payables		—			303,542
Total adjustments		98,107			2,308,217
Net cash used in operating activities		(23,585	)		(150,296	)
Cash flows from investing activities:
Purchase of equipment		—			(2,010	)
Net cash used in investing activities		—			(2,010	)
Cash flows from financing activities:
Issuance of Common stock		—			103,152
Contributed capital for Korlea-TOT joint venture		—			37,926
Note payable related party		23,400			—
Net cash provided by financing activities		23,400			141,078
Effect of exchange rate changes on cash		—			18,564
Net (decrease) increase in cash		(185	)		7,336
Cash at beginning of period		251			88,007
Cash at end of period	$	66		$	95,343
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for:
Interest	$	—		$	—
Income taxes	$	—		$	—
Non-cash investing and financing activities:
Non-cash interest expense	$	82,730		$	—
Common stock issued to form joint venture TOT-SIBBNS	$	—		$	4,375,480
Common stock issued for services provided in formation of joint venture Korlea-TOT	$	—		$	45,500

See accompanying notes.

5

TOT ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

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

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q. Accordingly, certain information and footnotes required for complete financial statements are not included herein. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results for the interim periods presented have been included. These results have been determined on the basis of generally accepted accounting principles and practices applied consistently with those used in the preparation of the Company's Annual Financial Statements for the year ended March 31, 2008. Operating results for the three and six months ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending March 31, 2009. It is recommended that the accompanying condensed consolidated financial statements be read in conjunction with the financial statements and notes for the year ended March 31, 2008 included in the Company’s Form 10-KSB filed with the Securities and Exchange Commission.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current year presentation.

Basis of Consolidation

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

Business Activity

TOT Energy, Inc. is working to acquire a portfolio of energy related assets in Eastern Europe and Central Asia using the Company’s stock, where appropriate, to fund the majority of acquisition costs. The Company’s activities are expected to include the exploration, development and marketing of crude oil and natural gas. Prior to 2008, the Company developed computer software products (the “Prior Business”).

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

KORLEA-TOT is our 51% joint venture with Korlea Invest Holding AG of Switzerland (“Korlea”) which is a provider and trader of electricity in the Czech Republic. The new joint venture, Korlea-TOT is expected to assist in the marketing of oil assets sourced by other TOT-Energy companies and contacts.

6

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid money market investments purchased with an original maturity of three months or less. At September 30, 2008, the Company had no cash equivalents. The Company maintains its U.S. Dollar-denominated cash in a bank deposit account, the balance of which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $100,000. For the quarters-ended September 30, 2008, and 2007, the bank balance did not exceed the FDIC limit.

Foreign Currency Transactions

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

Revenue Recognition

The Company recognizes revenues from contracts on the percentage-of-completion method. Under this method, the completion percentage is measured by the percentage that costs incurred to date bear to total estimated final costs for each contract. For financial statement purposes, income is determined by applying the percentage of completion, determined at the financial statement date to the estimated final gross profit for each contract.

The Company utilizes this method because management believes that it is the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it is reasonable to assume that estimates will change in the future. Changes in job performance, job conditions and estimated job profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to final estimated revenue, costs and income and are recognized in the period in which the revisions are determined. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.

Contract costs include all direct labor, labor burden, material, subcontract, equipment costs, and other indirect costs associated with the contracts. General and administrative expenses are charged to expense as incurred. Costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts are included in current assets and current liabilities, respectively, and will be absorbed in the normal course of contract completion.

Net Loss Per Share

Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares issuable upon exercise of common stock options or warrants. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. At September 30, 2007, the Company had 262,500 stock options outstanding. The Company did not issue any options or warrants for the three and six months ended September 30, 2007. For the three and six month periods ended September 30, 2007, the Company had 262,500 vested stock options that were not included in the calculation of earnings per share as they were anti-dilutive. For 2008, the Company had 244,444 vested stock options and 2,578,800 warrants outstanding. For the three and six months ended September 30, 2008, these instruments were excluded from the earnings per share calculation because they are anti-dilutive.

7

Fair Value of Financial Instruments

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

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes indicate that the carrying amount of an asset or group of assets may not be recoverable. No impairment losses were recorded during the three month and six month periods ended September 30, 2008 and 2007.

NOTE 2. GOING CONCERN CONSIDERATIONS

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company had been in the development stage until the second quarter of 2008 and has had minimal revenues since Inception. Management recognizes that the Company must raise capital sufficient to fund business activities until such time as it can generate sufficient revenues and net cash flows in amounts necessary to enable it to continue in existence. The realization of assets and satisfaction of liabilities in the normal course of business is dependent upon the Company achieving these goals.

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

In December 2007, a related party structured a transaction that provided funding to settle existing debts of the Company at a discount to the face amount of the obligations, restructured certain notes payable in exchange for newly issued common shares of the Company, and gave TGR Energy, LLC substantial majority of the outstanding common shares (the “TGR Restructuring”).

The Company has borrowed $573,527 from TGR Energy, LLC, and $230,076 from Kazo, LLC. These companies are managed and controlled by Mike Zoi, the Company’s president (see note 8). The related party loans are non-interest bearing, demand notes and there is no interest accrued at September 30, 2008.

NOTE 3. SEGMENT INFORMATION

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

NOTE 4. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings on uncompleted contracts were determined as follows:

8

	September 30
	2007		2008
Costs incurred on uncompleted contracts	$	—	$	268,725
Estimated earnings		—		33,863
		—		302,588
Less billed to date		—		125,719
	$	—	$	176,869

These items have been included in the accompanying balance sheets under the following options:

Cost in excess of billings $ — $ 176,869

NOTE 5. ACCRUED EXPENSES

Accrued expenses represent expenses that are owed at the end of the period and have either not been billed by the provider or are expenses that are estimated for services provided. At March 31, 2008 and September 30, 2008, accrued expenses consisted of the following:

	March 31, 2008		September 30, 2008
Professional Fees	$	30,000	$	19,468
Taxes payable		—		89,931
Accrued cost of software license		2,392		—
Accrued wages		—		301,296
Other accrued expenses		249		3,911
	$	32,641	$	414,606

NOTE 6. STOCKHOLDERS’ EQUITY

The Company is authorized to issue 400,000,000 shares of common stock, par value of $0.001 per share. Each holder of common stock is entitled to one vote for each share held. The Company is authorized to issue 100,000,000 shares of preferred stock, par value $0.001 per share, which may be divided into series with the designations, powers, preferences, and relative rights and any qualifications, limitations or restrictions as determined by the Company’s board of directors.

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

Pursuant to the terms of the Subscription Agreement, TGR Energy, LLC was issued fully vested warrants to purchase 2,578,800 shares of common stock of the Company for $0.05 per share. TGR Energy, LLC was also issued 5,157,600 shares of common stock of the Company in exchange for funding of $103,152 provided throughout the quarter. A compensation charge of $1,729,656 was recorded as an officer of the Company is also a principal of TGR Energy, LLC and the securities issued were below market value.

9

On August 13, 2008, the Board of Directors approved (i) the issuance of fully vested options to purchase 100,000 shares of common stock to Curtis Wolfe for his services as a board member of the Company and (ii) the issuance of options to purchase 1,000,000 shares of common stock to Jonathan New for his services as Chief Financial Officer. Mr. Wolfe abstained from discussion of his option grants. Mr. New’s stock options will vest ratably over three years. Both sets of options have a life of 7 years from the date of grant and a strike price of $0.25 per share. Utilizing a Black-Scholes valuation model, at September 30, 2008, the Company recorded compensation expense of $0.10 per share or $10,000 for options granted to Mr. Wolfe and $4,444 for vested options of Mr. New.

On August 25, 2008, in consideration for activities that resulted in the successful joint venture with Korlea-TOT, the Company issued 350,000 shares of restricted TOT-Energy, Inc. common stock to Kaplan Capital, LLC. The stock provided for services was valued based on the market price per share on date of issuance ($0.13 per share) and the Company recorded compensation expense of $45,500.

At September 30, 2008, the Company had options to purchase 1,200,000 shares of common stock outstanding under its stock option plan, of which options to purchase 244,444 shares of common stock are vested, with an exercise price of $0.25 per share and with a remaining weighted average contractual term of 5.86 years. The Company also had warrants to purchase 2,578,800 shares of common stock outstanding at September 30, 2008 with a strike price of $0.05 per share and a remaining contractual term of 5 years.

NOTE 7. RELATED PARTY TRANSACTIONS

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

TGR Energy, LLC provided an aggregate of $103,153 for the period from August 7, 2008 through September 30, 2008 under the Subscription Agreement and was granted 5,157,600 shares of the Company's common stock and fully vested warrants to purchase 2,578,800 shares of common stock for $0.05 per share. These warrants have a life of five years. The Company recognized $1,729,656 of compensation expense related to this issuance of securities for the quarter. This amount is calculated as the difference between the market price of our common stock at the quarter end ($0.24 at September 30, 2008) and the subscription price of the common shares ($0.02) multiplied by the number of securities issued plus the Black-Scholes valuation of the 2,578,800 warrants issued.

NOTE 8. DEBT DUE TO RELATED PARTIES

The Company borrowed $573,527 from TGR Energy, LLC, and $230,076 from Kazo, LLC. These companies are managed and controlled by Mike Zoi, the Company’s president. The related party loans are non-interest bearing, demand notes and there is no interest accrued at September 30, 2008. As of September 30, 2007, the Company had outstanding borrowings of $500,000 from TGR Energy, LLC, which amount is included in the total outstanding borrowings from TGR Energy at September 30, 2008.

NOTE 9. TGR RESTRUCTURING

In December 2007, a related party structured a transaction that provided funds to the Company to settle its existing debts at a discount to the face amount of the obligations, restructured certain notes payable which was exchanged for newly issued common shares of the Company, and gave TGR Energy, LLC substantial majority of the outstanding common shares. The actions taken to restructure the company are described below:

10

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

NOTE 10. SUBSEQUENT EVENTS

On November 1, 2008, the Company entered into a Letter Agreement with Olympus Securities LLC (the “Agreement”). Under the Agreement, Olympus shall be TOT Energy’s exclusive financial advisor and investment banker (collectively, the “Services”) for a period of seven (7) months. After expiration of this initial term, the Agreement automatically continues on a month-to-month basis, with each party having the right to terminate on thirty (30) days notice. The Company will pay Olympus a fee of one thousand dollars ($1,000) per month in return for the Services, except for the first month, where, instead of the monthly fee, the Company granted five (5) year warrants to Olympus to purchase one million (1,000,000) shares of the Company's common stock at ten cents ($.10) per share. The warrants were valued at $468,210, and will be amortized over the seven (7) month term of the Agreement. The Agreement contains other provisions relating to payments of cash, stock and warrants in connection with any future financing or investment transaction completed through Olympus.

11

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

This Quarterly Report on Form 10-Q contains forward -looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to our expectations, hopes, intentions or strategies regarding future events or future financial performance.  Any statements contained in this report that are not statements of historical fact may be deemed forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue,” or the negative of such terms or other comparable terminology. Forward-looking statements include but are not limited to statements regarding: our future business plans; future sales of our product and services; introduction of new products and services; expected hiring levels; marketing plans; increases of selling, general and administrative costs; financing requirements and capital raising plans; successful integration and development of acquired businesses; regulatory and economic factors affecting the oil and gas business and other factors that may impact our acquisition and development strategy, some of which are beyond the Company’s control and difficult to predict.  These statements are only predictions and are subject to a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. The following important factors, in addition to those discussed in our other filings with the Securities and Exchange Commission (the “Commission”) from time to time, and other unforeseen events or circumstances, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements: general economic conditions; competition; weather; our ability to raise capital; our ability to control costs; changes within our industries; new and upgraded products and services by us or our competitors; employee retention; sovereign risk; legal and regulatory issues; changes in accounting policies or practices; currency translation and exchange risks; and the market price of oil.

All forward-looking statements are based on information available to us on the date of this filing, and we assume no obligation to updatesuch statements, although we will continue to comply with our obligations under the securities laws.

The following discussion should be read in conjunction with our audited financial statements and notes contained in our annual report on Form 10-KSB for the fiscal year ended March 31, 2008 filed with the Securities and Exchange Commission and the consolidated interim financial statements and related notes included in this Quarterly Report.

Plan of Operation

In December 2007, the Company’s president structured a loan transaction that provided funds for the Company to settle its then existing debts at a discount to the face amount of the obligations, restructured certain notes payable in exchange for newly issued common shares of the company, and gave TGR Energy, LLC substantial majority of the outstanding common shares of the Company (the “TGR Restructuring”). For more information, see Notes 6, 7 and 9 to the Unaudited Condensed Consolidated Financial Statements.

We are working to build a diversified portfolio of energy assets through acquisition, joint venture and other business arrangements. The Company’s activities are expected to include the exploration, development, production and marketing of crude oil and natural gas in Russia and other oil producing regions primarily in Eastern Europe and Central Asia. Short term financing of $2,000,000 is being provided by TGR Energy, LLC as the Company requires additional working capital, pursuant to a Subscription Agreement dated August 7, 2008 (the “Subscription Agreement”). TGR Energy has agreed to provide up to $2,000,000 (the “Investment Amount”) in exchange for up to 100,000,000 shares of the Company’s common stock and warrants to purchase up to 50,000,000 shares of the Company’s common stock at an exercise price of $0.05 per share. Pursuant to the Subscription Agreement, TGR Energy will fund the Investment Amount as required in the Company’s operational budget. TGR Energy’s obligation to fund the Investment Amount will be reduced by any future third party funding or investment in the Company on terms no less favorable than those contained in the Subscription Agreement.

TGR Energy, LLC provided an aggregate of $103,152 for the period from August 7, 2008 through September 30, 2008 under the Subscription Agreement and was issued 5,157,600 shares of the Company's common stock and fully vested warrants to purchase 2,578,800 shares of common stock for $0.05 per share. These warrants have a life of five years. The Company recognized $1,729,656 of compensation expense related to this issuance of securities to a related party. Compensation expense was recorded based on a Black-Scholes valuation of the warrants and the difference between the issue price of $0.02 per share of common stock and the market price of the common stock ($0.24 per share) quoted as of September 30, 2008.

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

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

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

KORLEA-TOT is our 51% joint venture with Korlea Invest Holding AG of Switzerland (“Korlea”) which is a provider and trader of energy assets in the Czech Republic. The new joint venture, Korlea-TOT is expected to assist in the marketing of oil assets sourced by other TOT-Energy companies and contacts.

As of September 30, 2008, we were working to lease and furnish approximately 5,600 square feet of permanent office space in Miami, Florida. Our lease on existing temporary space terminates in November 2008 and we expect to move to other temporary space in Aventura, Florida for approximately six months while we find and renovate permanent space.

From time to time, we may be engaged in various discussions to acquire businesses or formulate joint venture arrangements with energy companies located around the world. Our policy is not to disclose discussions or potential transactions until definitive agreements have been executed. Where appropriate, acquisitions will be financed with new shares of the Company and this may result in substantial dilution to existing stockholders.

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

Results of Operations for the Three Month Period Ended September 30, 2008 and 2007

We reported a net loss of $2,139,305 or $(0.01) per share for the three months ended September 30, 2008, compared to a loss of $48,226 or $(0.00) per share for the quarter ended September 30, 2007. Weighted average shares outstanding were 217,238,413 and 100,757,770 for the quarters ending September 30, 2008, and 2007 respectively. The net loss for the three month period ended September 30, 2008 was negatively impacted by the compensation expense of $1,729,656 related to the TGR Energy, LLC funding described above.

TOT-SIBBNS, our 75%-owned joint venture, acquired its first contract in July and operations reported for the quarter include the revenue and expense associated with the first phase of this contract. We reported revenues of $309,028, primarily from our first contract at TOT-SIBBNS as compared with $0 for the three months ended September 30, 2007. Costs related to this contract totaled $268,725 for the quarter ended September 30, 2008. Cost of sales were $281,087 and $0 for quarter ended September 30, 2008 and 2007, respectively, as there was no revenue generating activities during the second quarter of 2007. Our gross margin for the quarter ended September 30, 2008 was $27,941 compared with $0 for the quarter ended September 30, 2007 when we had no operations.

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General and administrative expenses for the three months ended September 30, 2008, were $2,185,744 consisting of TOT Energy, Inc. expenses for $2,082,885 and TOT-SIBBNS expenses for $102,859. There was no activity in the Korlea-TOT joint venture for the period. General and administrative expenses for the three months ended September 30, 2007 were $6,850 as the Company had no business and minimal administrative expenses during this time.

TOT Energy, Inc. general and administrative expenses of $2,082,885 for the three months ended September 30, 2008 consisted of $1,729,656 in non-cash compensation expense relating to the issuance of stock and warrants pursuant to the  Subscription Agreement. Additional non-cash expenses included $45,500 in consulting fees paid in connection with the successful joint venture Korlea-TOT and $14,444 in compensation expense for options that vested during the period. Additionally, we incurred $159,855 of payroll related expenses, $139,235 of professional fees and $100,112 of other general and administrative expenses. The $100,112 of other general and administrative expenses consisted primarily of travel related expenses ($16,893), fees and licenses ($15,398), investor relations expenses ($12,507), filing fees ($9,934) and rent expense ($8,116).

Other expenses were $309 for the three months ended September 30, 2008 as compared with $41,376 for the three months ended September 30, 2007. The 2007 amount related to interest expense from borrowings under related party agreements.

Interest expense was $0 for the three months ended September 30, 2008 and $41,376 for the three months ended September 30, 2007. During the three months ended September 30, 2008, the Company obtained $103,152 from the Subscription Agreement and recognized $1,729,656 of compensation expense recorded as general and administrative expense. This charge is the result of an intrinsic value calculation that measures the difference between fair value on date of issuance ($0.24 at September 30, 2008) and the purchase price per share under the Subscription Agreement ($0.02) which amounts to $1,134,672 of compensation expense for the stock issued. Additionally, the warrants to purchase 2,578,800 shares issued in connection with this funding resulted in a corresponding compensation expense of $594,984 based on a Black-Scholes valuation model.

The minority interest on the joint venture TOT-SIBBNS was $18,807 for the three months ended September 30, 2008 as compared with $0 for the three months ended September 30, 2007. The joint venture minority interest reflects twenty-five percent of the TOT-SIBBNS net loss of $75,227 for the quarter ended September 30, 2008. Contract work for TOT-SIBBNS is seasonal. The seasonal work starts in October and ends in April. Contracts for the season are generally secured between October and December. Contract work occurs between November and April. The seasonal nature of this business will result in greater revenue and expense generation in the third and fourth quarters of our fiscal year and therefore, results during the latter half of our fiscal year are not indicative of full year results. It is also likely that our cash needs will increase during the first and second quarters of our fiscal year as a result of decreased revenue generation during these periods.

Results of Operations for the Six Month Period Ended September 30, 2008

We reported a net loss of $2,442,593 or $(0.01) per share for the six months ended September 30, 2008, compared to a loss of $121,692 or $(0.00) per share for the six months ended September 30, 2007. Weighted average shares outstanding were 215,873,093 and 100,757,770 for the six months ended September 30, 2008, and 2007 respectively. There were no stock, options or warrants issued in the three months ended June 30, 2008. During the three months ended September 30, 2008, the Company issued 3,000,000 shares in forming the TOT-SIBBNS joint venture. The Company issued an additional 350,000 shares for services leading to the formation of the Korlea-TOT joint venture and recorded an expense for services of $45,500 based on $0.13 per share which was the fair value of the stock on the date of issuance (August 25, 2008). Pursuant to the Subscription Agreement, the Company issued 5,157,600 shares of TOT Energy, Inc. common stock to TGR Energy, LLC in exchange for $103,152. Additionally, TGR Energy, LLC received five-year, fully vested, warrants to purchase 2,578,800 shares of common stock at an exercise price of $0.05 per share.

Revenues for the six months ended September 30, 2008 were $309,028 as compared with $0 for the six months ended September 30, 2007. During 2007, the Company was not engaged in revenue generating activities. The six month revenues are the same as reported for the quarter ended September 30, 2008 because they were derived solely from our 75%-owned TOT-SIBBNS joint venture which was formed on July 16, 2008.

Cost of sales was $281,087 for the six months ended September 30, 2008, which is primarily attributable to TOT-SIBBNS’ first contract. As noted above, the Company was not engaged in any revenue generating activities during 2007.

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General and administrative expenses were $2,489,032 for the six months ended September 30, 2008 as compared with $39,060 for the six months ended September 30, 2007 when the Company had minimal administrative services and no revenue generating operations. The following details the components of general administrative expense for the six months ended September 30, 2008:

Compensation expense for TGR Energy, LLC Subscription Agreement (non-cash)	$	1,729,656
Salaries and benefits (USA)		289,888
Professional Fees (accounting, legal, consulting and other)		120,662
Consulting fees paid in stock re Korlea-TOT formation (non-cash)		45,500
TOT-SIBBNS general and administrative (Russia)		102,859
Travel		42,019
Investor relations		36,268
Rent		34,393
Compensation expense recorded for options issued (non-cash)		14,444
Costs associated with public filings		11,905
Directors and officers insurance		7,792
All other general and administrative costs		53,646
Total General and Administrative Expenses	$	2,489,032

Other expenses were $309 for the six months ended September 30, 2008 as compared with $82,730 in other expenses for the six months ended September 30, 2007. The 2007 expenses relate to interest charged on related party obligations.

The minority interest on the joint venture TOT-SIBBN was $18,807 for the six months ended September 30, 2008 as compared with $0 for the six months ended September 30, 2007. The joint venture minority interest reflects twenty-five percent of the TOT-SIBBNS net loss of $75,227 for the six months ended September 30, 2008.

Liquidity and capital resources

At September 30, 2008, we had an accumulated deficit of $8,148,087 and cash of $95,343. The Company is dependent upon receiving funds from its controlling stockholder, TGR Energy, LLC, which is controlled by Mike Zoi, president of the Company. Pursuant to the Subscription Agreement, TGR Energy, LLC is obligated to invest up to $2,000,000 to fund short term working capital requirements in exchange for up to 100,000,000 shares of the Company’s common stock and warrants to purchase up to 50,000,000 shares of the Company’s common stock with an exercise price of $0.05. The shares and warrants will be issued quarterly and the Company will record an appropriate compensation expense based on the fair value of the securities on the last day of each fiscal quarter (the date of issuance). For the six months ended September 30, 2008, TGR Energy, LLC provided $103,152 to the Company and was issued 5,157,600 shares of common stock and five-year warrants to purchase 2,578,800 shares of common stock at an exercise price of $0.05. The Company recorded a compensation charge of $1,729,656 in connection with this related party transaction as below market securities were issued to an entity controlled by an officer of the Company.

The Company borrowed $573,527 from TGR Energy, LLC, and $230,076 from Kazo, LLC. These companies are managed and controlled by Mike Zoi, the Company’s president. The related party loans are non-interest bearing, demand notes and there is no interest accrued at September 30, 2008. As of September 30, 2007, the Company had outstanding borrowings of $500,000 from TGR Energy, which amount is included in the total outstanding borrowings from TGR Energy at September 30, 2008.

Our goal is to acquire energy related companies or create joint ventures using the stock of the Company, where appropriate, to fund a majority of the acquisition costs with common stock of TOT Energy, Inc.

We do not have material exposure to market risks associated with changes in interest rates related to cash equivalent securities held at September 30, 2008.

Off-balance sheet arrangements

At September 30, 2008, we did not have any off-balance sheet arrangements as defined in item 303(a)(4) of Regulation S-K.

Recently Issued Accounting Pronouncements

On March 19, 2008, the Financial Accounting Standards Board released Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities.  The new standard requires enhanced disclosure about a company’s derivatives and hedging to help investors understand their impact on a company’s financial position, financial performance and cash flows.  SFAS 161 is effective for periods beginning after November 15, 2008, with early application encouraged. The Company does not hedge and we currently do not deal with derivative instruments. Management does not see an impact from this standard at this time.

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On May 9, 2008, the FASB issued Statement No. 162, Hierarchy of Generally Accepted Accounting Principles, which simply moves the requirements related to which authoritative literature to look to first from the audit standards to GAAP.  SFAS 162 is effective 60 days following the SEC's approval of the PCAOB’s amendments to AU Section 411, The Meaning ofPresent Fairly in Conformity with Generally Accepted Accounting Principles.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” and SFAS No. 160, “Non-controlling Interest in Consolidated Financial Statements.” These Statements replace FASB Statement No. 141, “Business Combinations,” and requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS No. 141(R) also makes significant amendments to other Statements and other authoritative guidance. The Statement is effective for years beginning on or after December 15, 2008.

Item 4T. Controls and Procedures.

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

As of September 30, 2008, the Company continues to develop its core activities and focus its resources on the acquisition of assets in the energy sector. Our disclosure controls and procedures are currently inadequate because there are a limited number of personnel employed and we cannot have an adequate segregation of duties. Management works to mitigate this risk by being personally involved in all substantive transactions. We are in the process of reviewing and, where necessary, modifying controls and procedures throughout the Company. We expect this process to continue through the remainder of fiscal 2009.

During the quarter ended September 30, 2008, there were no changes in internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal proceedings

We are not currently a party to any such proceedings the outcome of which would have a material effect on our company.

Item 2. Unregistered Sales of Equity Securities

Pursuant to the Subscription Agreement, TGR Energy, LLC is obligated to invest up to $2,000,000 to fund short term working capital requirements in exchange for up to 100,000,000 shares of the Company’s common stock and warrants to purchase up to 50,000,000 shares of the Company’s common stock with an exercise price of $0.05. The shares and warrants will be issued quarterly and the Company will record an appropriate compensation expense based on the intrinsic value of the instruments on the last day of each fiscal quarter (the date of issuance). For the three months ended September 30, 2008, TGR Energy, LLC provided $103,152 to the Company and was issued 5,157,600 shares of common stock and five-year, fully vested warrants to purchase 2,578,800 shares of common stock at an exercise price of $0.05.

During the six months ended September 30, 2008, the Company issued 3,000,000 shares in forming the TOT-SIBBNS joint venture. At the closing on July 16, 2008, the Company issued to Bogorad 3,000,000 shares of the Company’s common stock in exchange for a 75% interest in TOT-SIBBNS. The Company is obligated to issue to Bogorad 2,000,000 additional shares of the Company’s common stock upon TOT-SIBBNS obtaining US$10,000,000 in gross revenue during the three-year period following the closing. If TOT-SIBBNS achieves this gross revenue target and Bogorad continues to hold the shares issued pursuant to the JV Agreement on the third anniversary of the closing and the stock price is less than US$1.00 per share, then the Company, in its sole discretion, must either make an additional payment in cash or additional shares of stock to Bogorad in an amount equal to the difference in the value per share and US$1.00 multiplied by the total number of shares held by Bogorad, or, if the Company declines to make such payment, Bogorad may require the Company to return the Company’s interest in TOT-SIBBNS in exchange for a payment to the Company of the fair market value of any assets acquired directly by TOT-SIBBNS (other than the assets initially contributed to the Joint Venture by Bogorad pursuant to the JV Agreement) and 75% of the retained earnings, accounts receivable and cash of TOT-SIBBNS.

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In consideration for activities that resulted in the successful joint venture with Korlea-TOT, Kaplan Capital, LLC was issued 350,000 shares of restricted TOT-Energy, Inc. common stock on August 25, 2008 and a compensation charge of $45,500 was recorded to consulting fees based on the intrinsic value, based on a market price of $0.13 per share.

On February 6, 2008, the Board of Directors approved the issuance of fully vested options to purchase 100,000 shares of common stock to Stuart Murdoch for his services as a board member of the Company. The options have a term of five years from the date of grant and a strike price of $0.25 per share. A compensation charge of $8,000 was recorded at that time.

On August 13, 2008, the Board of Directors approved (i) the issuance of fully vested options to purchase 100,000 shares of common stock to Curtis Wolfe for his services as a board member of the Company and (ii) the issuance of options to purchase 1,000,000 shares of common stock to Jonathan New for his services as Chief Financial Officer. Mr. Wolfe abstained from discussion of his option grants. Mr. New’s stock options will vest ratably over three years. Both sets of options will have a term of 7 years from date of grant and a strike price of $0.25 per share. A compensation charge of $14,444 was recorded for the period based on a Black-Scholes valuation of the vested options.

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

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Item 6. Exhibits

Exhibit Number	Description
2.1	Agreement and Plan of Merger among Ener1 Acquisition Corp., Registrant and Ener1, Inc., dated as of June 9, 2004, incorporated herein by reference to Exhibit 2.1 to Splinex’s Registration Statement on Form S-1 filed with the Commission on June 24, 2004 (Registration No. 333-116817)
2.2	First Amendment to Agreement and Plan of Merger among Ener1 Acquisition Corp., Registrant and Ener1, Inc., dated as of October 13, 2004, incorporated herein by reference to Exhibit 2.2 to Amendment No, 1 to Splinex’s Registration Statement on Form S-1 filed with the Commission on October 15, 2004 (Registration No. 333-116817)
2.3	Second Amendment to Agreement and Plan of Merger among Ener1 Acquisition Corp., Splinex and Ener1, Inc., dated as of December 23, 2004, incorporated herein by reference to Exhibit 2.3 to Amendment No. 3 to Splinex’s Registration Statement on Form S-1 filed with the Commission on December 27, 2004 (Registration No. 333-116817)
3.1	Certificate of Incorporation of Splinex, incorporated herein by reference to Exhibit 3.1 to Splinex’s Registration Statement on Form S-1 filed with the Commission on June 24, 2004 (Registration No. 333-116817)
3.2	Certificate of Merger of Splinex, incorporated herein by reference to Exhibit 3.2 to Amendment No. 3 to Splinex’s Registration Statement on Form S-1 filed with the Commission on December 27, 2004 (Registration No. 333-116817)
3.3	Bylaws of Splinex, incorporated herein by reference to Exhibit 3.3 to Splinex’s Registration Statement on Form S-1 filed with the Commission on June 24, 2004 (Registration No. 333-116817)
3.4	Certificate of Amendment of Articles of Incorporation, incorporated herein by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-KSB filed with the Commission on June 19, 2008
10.5	2004 Stock Option Plan of Registrant, incorporated herein by reference to Exhibit 10.2 to Splinex’s Registration Statement on Form S-1 filed with the Commission on June 24, 2004 (Registration No. 333-116817)
10.6	Form of Stock Option Agreement of Registrant, incorporated herein by reference to Exhibit 10.3 to Splinex’s Registration Statement on Form S-1 filed with the Commission on June 24, 2004 (Registration No. 333-116817)
10.13	Form of Employee Innovations and Proprietary Rights Assignment Agreement, incorporated herein by reference to Exhibit 10.10 to Splinex’s Registration Statement on Form S-1 filed with the Commission on June 24, 2004 (Registration No. 333-116817)

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10.14	Form of Indemnification Agreement, incorporated herein by reference to Exhibit 10.11 to Amendment No. 3 to Splinex’s Registration Statement on Form S-1 filed with the Commission on December 27, 2004 (Registration No. 333-116817)
10.17	Severance Agreement dated November 21, 2005, by and between Splinex and Michael Stojda, incorporated by reference to Exhibit 10.1 to Splinex’s Current Report on Form 8-K, filed with the Commission on November 21, 2005
10.18	Joint Venture Agreement with Evgeny Bogorad and TOT Energy, Inc dated July 16, 2008, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 23, 2008
10.19	Notarial Deed dated July 17, 2008 by and between TOT Energy, Inc. and Korlea Invest Holding
10.20	Subscription Agreement, dated August 7, 2008 by and between TOT Energy, Inc. and TGR Energy, LLC
14	Code of Ethics incorporated by reference to Exhibit 10.2 to Splinex’s Annual Report on Form 10-K for the year ended March 31, 2005, filed with the Commission on June 30, 2005
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

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

		TOT Energy, Inc.
		Registrant
Date: November 18, 2008	By:	/s/ Jonathan New
		Name: Jonathan New
		Title: Chief Financial Officer

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EX-10.19

Exhibit 10.19

Page one	COPY	NZ 386/2008
		N 419/2008

NOTARIAL DEED

Made out on 17/07/2008 (July the seventeenth, two thousand and eight) by JUDr. Roman Hochman, notary public in Prague, in the notary’s office in Prague 1, Hybernská 1032/9.

Present in the notary’s office was the below mentioned party, claiming to be of full legal capacity, whose identity had been verified by a valid official ID:

JUDr. Richard Čičko, birth certificate No. 730504/3328, attorney with registered office in Prague 7, Milady Horákové 533/28, postal code 170 00, ČAK certificate No. 9679, representing on behalf of written powers of attorney issued on 11 June 2008 and 1 July 2008 both founders of the following limited liability companies:

·   TOT Energy, Inc., Registration No. 3762193, with registered office in the United States of America, 201 S. Biscayne Blvd., Suite 2804, Miami, Fl 33131;

·   Korlea Invest Holding AG, Registration No. CH-320.4.056.902-0, with registered office in Switzerland, Vordergasse 3, 8200 Schaffhausen.

On behalf of the aforementioned founders, Richard Čičko has requested the establishment of a limited liability company and the execution of the Memorandum of Association:

Memorandum of Association

of a Limited Liability Company

I. Fundamental Provisions

Article 1

Business Firm, Registered Office and Legal Form of the Company

1. Business firm:

Korlea - TOT Energy s.r.o.

2. Registered office of the Company:

Prague.

3. Legal form:

Limited liability company.

Article 2

Line of Activity and Business

The Company’s line of activity is:

lease of property, apartments and commercial premises.

The Company’s line of business is:

·   trading in gas;

·   gas distribution;

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·   gas storage;

·   gas production;

·   trade in electricity;

·   distribution of electricity;

·   production of electricity;

·   production of heat energy;

·   delivery of heat energy;

·   distribution of heat energy;

·   production and delivery of heat energy not subject no license, produced from heat energy sources with an installed output of one source above 50 kW;

·   production and processing of fuels and lubricants;

·   business in the field of hazardous waste disposal;

·   production, trading and services not listed in Annexes 1 to 3 of the Trade Law:

lines of activity:

-   production of food and starch industry products;

-   mediation of business and services;

-   wholesale and retail trade;

-   advisory and consulting activities, completion of expert studies and assessments;

-   lease and rental of movable property;

-   advertising activities, marketing, media agency;

-   services in administration and services of organizational and economic nature;

-   provision of technical services;

-   real estate brokerage, property administration and maintenance;

-   waste disposal, with the exception of hazardous waste;

-   production, business and services not included in any other category.

Article 3

Partners and Registered Capital

1. The partners in the Company are:

·   The company TOT Energy, Inc., Registration No. 3762193, with registered office in the United States of America, 201 S. Biscayne Blvd., Suite 2804, Miami, Fl 33131;

·   The company Korlea Invest Holding AG, Registration No. CH-320.4.056.902-0, with registered office in Switzerland, Vordergasse 3, 8200 Schaffhausen.

Each partner may only participate in the Company’s registered capital by one deposit. The total deposit amount must correspond to the amount of the Company’s registered capital.

2. Amount of deposit made by each partner and the scope of its repayment:

·   TOT Energy, Inc., Registration No. 3762193, with registered office in the United States of America, 201 S. Biscayne Blvd., Suite 2804, Miami, Fl 33131 - financial deposit of CZK 816,000;

·   Korlea Invest Holding AG, Registration No. CH-320.4.056.902-0, with registered office in Switzerland, Vordergasse 3, 8200 Schaffhausen - financial deposit of CZK 784,000.

The financial deposits must be paid up to a special bank account within 90 days from the date of execution of this Notarial Deed, but no later than by the day of submission of application for the registration of the Company in the Commercial Register.

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Prior to the Company’s registration, the paid-up capital deposits or parts thereof shall be administered by the capital administrator.

The founding company Korlea Invest Holding AG, Registration No. CH-320.4.056.902-0, with registered office in Switzerland, Vordergasse 3, 8200 Schaffhausen, has been appointed capital administrator. The title to the deposits or parts thereof paid up prior to the Company’s registration, or other possible rights to such deposits, shall pass to the Company on the day of its registration.

The capital administrator shall issue a written confirmation of payment of the deposit or a part thereof by each partner, which shall then be attached to the application for the Company’s registration in the Commercial Register.

The Company’s registered capital is CZK 1,600,000 (that is one million and six hundred thousand Czech crowns).

Article 4

Rights and Obligations of the Partners

Partners must repay their deposit no later than within five years since accepting the obligation to increase the deposit or make a new deposit. A partner who has failed to repay the prescribed amount of financial deposit within the above deadline shall pay interest on overdue payment in the amount of 20 percent of the sum due.

A partner who fails to fulfill their obligation even within an extended deadline may be excluded from the Company by the General Meeting. The excluded partner’s business share shall pass to the Company, who may then transfer it to another partner or a third party. Such a transfer shall be decided upon by the General Meeting. If the excluded partner’s business share is not transferred, the General Meeting shall decide, within six months from the day of the partner’s exclusion, either to reduce the registered capital by the excluded partner’s deposit, or to have the excluded partner’s business share taken over by other partners, in the proportion corresponding to their own business shares, for a consideration corresponding to the settlement amount. Otherwise the court may dissolve the Company and order its liquidation even without a motion. Upon the decision of the General Meeting to divide such a business share among the remaining partners, the divided business share shall pass to the partners under the conditions specified by the General Meeting.

The partners shall exercise their rights regarding the management of the Company and supervision of its activities at the General Meeting.

II. Corporate Structure

Article 5

General Meeting

The General Meeting is the supreme body of the Company.

Pursuant to the provisions of Section 25, subsections 1 and 2 of the Commercial Code, the General Meeting has the competence to decide in the following matters:

a)   approval of acts taken on behalf of the Company prior to its registration pursuant to Section 64;

b)   approval of the ordinary, extraordinary, consolidated, and in legally defined instances the interim financial statement; distribution of profit and settlement of losses;

c)   approval of the Statutes and amendments thereto;

d)   decision concerning amendments to the contents of the Memorandum of Association, if not made based on other legal facts (Section 141);

Page four

e)   decision to increase or reduce the registered capital, or to accept a non-monetary deposit, or to set off a monetary receivable against the Company against a claim for capital deposit repayment;

f)   appointment, dismissal and remuneration of managing directors;

g)   appointment, dismissal and remuneration of members of the Supervisory Board;

h)   exclusion of a partner pursuant to Sections 113 and 121;

i)   appointment, dismissal and remuneration of a liquidator, and decision on the dissolution of the Company with a liquidation;

j)   approval of contracts specified in Section 67a;

k)   decision on a merger, transfer of capital to a partner, division and change in the Company’s legal form;

l)   approval of a controlling contract (Section 190b), profit transfer agreement (Section 190a) and a contract on silent partnership, and amendments thereto;

m)   approval of the contract on appointment for a position (Section 66, subsection 2);

n)   other issues entrusted in the competence of the General Meeting by the law or the Memorandum of Association;

o)   appointment and dismissal of proxies.

The General Meeting may reserve the right to decide in matters that are otherwise in the competence of other bodies of the company.

The General Meeting shall elect its chairman and minutes clerk. Until a chairman is elected, the General Meeting will be chaired by the Executive Director or an authorized partner. Vote count shall be performed by the chairman. The Executive Director shall ensure that minutes are taken of the General Meeting, which will then be sent to all partners without unreasonable delay at the Company’s cost. The minutes shall be signed by the chairman and minutes clerk.

The General Meeting will have a quorum if partners with at least 2/3 of all votes are present.

Each partner shall have one vote per each CZK 1,000 of their capital deposit.

The General Meeting shall decide by a two-third majority of the votes of all partners.

The Executive Director shall convene a General Meeting at least once a year. A General Meeting approving the ordinary financial statement must be convened no later than within six months from the last day of the accounting period concerned.

Partners shall be notified of the date and agenda of a General Meeting at least 15 days prior to its date, by means of a written invitation. Items of the agenda not mentioned in the invitation may only be discussed at the General Meeting if all partners are present. A partner may waive the right to a timely invitation for a General Meeting or its convocation, in a manner prescribed by law or the Memorandum of Association, by means of a statement which must be included in the minutes of the General Meeting, or in the notarial deed recording the General Meeting’s decision; otherwise it must be made in the form of a notarial deed.

Article 6

Executive Director

The Company’s authorized representatives shall be two Executive Directors.

The Executive Director is in charge of the Company’s business management. Both Executive Directors are jointly authorized to decide in matters of the Company’s business management.

Page five

The Executive Directors act jointly on behalf of the Company.

The following persons have been appointed the first Executive Directors of the Company:

·   Marianna Zelemová, birth certificate No. 805519/8580, born 19 May 1980, permanent residence in the Slovak Republic, Pod Papiernou 46, Bardejov, postal code 085 01;

·   Mike Zoi, born 4 February 1966, permanent residence in the United States of America, 700 Island Blvd. 406, Aventura, Florida 33160.

III. Corporate Finance

Article 7

Reserve Fund

The Company shall create a Reserve Fund from the net profit reported in an ordinary financial statement for the year in which it has first managed to create net profit, in the amount of at least 10 percent of the net profit, but no more than 5 percent of the value of registered capital. The Fund shall annually be replenished by at least 5 percent of the net profit, until it reaches the value of 10 percent of registered capital.

The Reserve Fund in the amount of 10 percent of registered capital may only be used to cover the Company’s losses.

Article 8

Distribution of Profit

The partners shall participate in the profit assigned by the General Meeting for distribution, in the proportion corresponding to their business shares.

It is not permitted to use the registered capital, the Reserve Fund, or other capital funds, or money which is supposed to be used to replenish these funds pursuant to the Commercial Code or the Memorandum of Association, for the payment of profit.

IV. Changes in the Amount of Registered Capital

Article 9

Increase of Registered Capital

It is only allowed to increase the registered capital by monetary deposits if the existing monetary deposits have already been paid up. An increase by non-monetary deposits is possible even prior to such repayment.

The partners have a priority right to participate in the increase of registered capital, if increased by monetary deposits, by accepting the obligation to increase the deposit. The partners are entitled to accept an obligation to increase the deposit in the proportion corresponding to their business shares.

Article 10

Reduction of Registered Capital

The Company’s registered capital and the partners’ deposits may not decrease below the amount specified in Section 108, subsection 1, and Section 109, subsection 1 of the Commercial Code.

Page six

The Executive Director shall announce the decision to reduce the registered capital and its amount within 15 days after it has been made (twice with an interval of 30 days). In the announcement, the Executive Director shall call upon the Company’s creditors to claim their debt within 90 days after the last announcement, unless the registered capital is being reduced in order to cover a loss or to create the Reserve Fund.

V. Business Share

Article 11

Common Provisions

The business share represents the partners’ participation in the Company and the ensuing rights and obligations. The size of a business share shall be determined by the proportion of the partner’s deposit in the Company’s registered capital.

Each partner may only own one business share. If a partner participates by another deposit, their deposit and/or their business share shall be raised accordingly.

The business share may be pledged as security interest, albeit only with the General Meeting’s consent. Security interest cannot be established without the General Meeting’s consent. A security interest in the business share shall be established by registering the security interest in the Commercial Register.

The partners’ business shares are as follows:

·   TOT Energy, Inc., Registration No. 3762193, with registered office in the United States of America, 201 S. Biscayne Blvd., Suite 2804, Miami, Fl 33131 - 51 percent;

·   Korlea Invest Holding AG, Registration No. CH-320.4.056.902-0, with registered office in Switzerland, Vordergasse 3, 8200 Schaffhausen - 49 percent.

Article 12

Transfer of Business Share

A partner may transfer their business share to another partner or person. The transfer of a business share to another partner or person requires the General Meeting’s consent. A notarial deed must be made regarding such a decision.

The contract on the transfer of a business share must be made in writing, and the transferee who is not a partner must declare their intent to accede to the Memorandum of Association. Signatures on the contract must be officially authenticated. The transfer of a business share shall take effect in relation to the Company on the day of delivery of an effective transfer contract.

Article 13

Division of Business Share

A business share may only be divided with the consent of the General Meeting. A notarial deed must be made regarding such a decision. The business share may only be divided on its transfer, passing to an heir or the partner’s legal successor.

Page seven

If a separate business share is to be established when dividing a business share, the minimum amount of a partners deposit of CZK 20,000 must be maintained.

Article 14

Settlement Amount

Upon the termination of a partner’s interest in the Company during the Company’s existence in a manner other than a transfer of their business share, such a partner shall be entitled to a settlement (settlement amount). The settlement amount shall be determined as of the date of the termination of the partner’s interest in the company, based on the company’s equity capital ascertained by an interim, ordinary or extraordinary financial statement, completed on the day of the termination of the partner’s interest in the company. The settlement amount shall be paid in money.

VI. Dissolution of the Company

Article 15

Dissolution of the Company

Apart from the methods of dissolving the Company specified in Section 68 of the Commercial Code, the Company may also be dissolved by liquidation based on a court decision. Upon dissolution by liquidation, each partner shall be entitled to a share in the liquidation balance. The size of the share shall be based on the proportion of the partners’ business shares.

VII. Final Provisions

The costs related to the Company’s establishment shall be borne by the company ……………… ..

Of the above the present Notarial Deed has been drawn up, read by the founders’ attorney, approved and signed. Subsequently I, the notary public, have also signed this Deed and have attached an imprint of my official seal.

signed, JUDr. Roman Hochman L.S. signed, JUDr. Richard Čičko

TRANSCRIPT	Annex 1
	NZ 386/2008

State of Florida

Department of State

APOSTILLE

(Convention de La Haye du 5 Octobre 1961)

1. Country:United States of America

This public document

2. has been signed byElizabeth Hagedorn-Vila

3. acting in the capacity ofNotary Public of Florida

4. bears the seal/stamp ofNotary Public, State of Florida

5. atTallahassee, Florida

6. theSeventeenth day of June, A.D., 2008

7. bySecretary of State, State of Florida

8. No. 2008-50308

9. Seal/stamp:

GREAT SEAL OF THE

STATE OF FLORIDA

* IN GOD WE TRUST *

This apostille is NULL and VOID of the date in Item 6 occurs before the execution date on the attached document

10.	Signature:
	illegible signature Secretary of State

POWER OF ATTORNEY

By this power of attorney, the company TOT Energy, Inc., Registration No. 3762193, registered address in the United States of America, 201 S. Biscayne Blvd., Suite 2804, Miami, Fl 33131, acting by Mr. Mike Zoi (hereafter called “the Grantor”), hereby appoints JUDr. Richard Čičko, reg. No. 09679, born: 04.05. 1973, attorney at law having its seat in the Czech Republic, Prague 7, Milady Horákové 533/28, postal code 170 00 (hereafter referred to as “the Attorney”), to represent and act on behalf of the Grantor as from the date hereof as follows:

to perform all legal acts on behalf of the name of TOT Energy, Inc. as from the date hereof as follows:

-   to incorporate a new company named Korlea-TOT Energy s.r.o. in the Czech Republic, Prague, with Grantor’s share in this company in total amount of 51% on the company’s capital which will be formed in total amount of 1,600,000 CZK. The second shareholder of Korlea-TOT Energy s.r.o. will be Korlea Invest Holding AG with its share in this company in total amount of 49%

-   to sign on behalf of the Grantor the Memorandum of Association of Korlea-TOT Energy s.r.o. in a form of notarial deed

-   to nominate the first company’s executive director(-s) (jednatel)

-   to organize all necessary licenses and receive obtained licenses of Korlea-TOT Energy s.r.o.

-   to sign application form for the registration of Korlea & TOT s.r.o. at Commercial Register in the Czech Republic

-   to sign statement of the contribution of the Korlea-TOT Energy s.r.o. capital

-   to make other legal acts necessary for successful registration of Korlea-TOT Energy s.r.o. into the Commercial Register in the Czech Republic.

The Attorney is authorized to make all necessary decisions to perform all above mentioned acts. The Attorney shall be further authorized to represent the Grantor to sign and receive on behalf of the Grantor all respective documents herewith connected.

The Attorney shall be authorized to delegate the powers resulting from this Power of Attorney to a third person to act independently.

In Miami, Florida USA on June 11, 2008

TOT ENERGY, INC.

By: signature

Name: Mike Zoi

Title:Chairman and CEO

signature and stamp:

ELIZABETH HAGEDORN-VILA

Notary Public - State of Florida

My Commission Expires Mar 30, 2009

Commission # DD 680738

Bonded Through National Notary Assn.

I accept this power of attorney in Prague on 15/07/2008

signature

JUDr. Richard Čičko

attorney at law

Translation from the English language

State of Florida

Department of State

APOSTILLE

(Convention de La Haye du 5 Octobre 1961)

1. Country:United States of America

This public document

2. has been signed byElizabeth Hagedorn-Vila

3. acting in the capacity ofNotary Public of Florida

4. bears the seal/stamp ofNotary Public, State of Florida

5. atTallahassee, Florida

6. theSeventeenth day of June, A.D., 2008

7. bySecretary of State, State of Florida

8. No. 2008-50308

9. Seal/stamp:

GREAT SEAL OF THE

STATE OF FLORIDA

* IN GOD WE TRUST *

This apostille is NULL and VOID of the date in Item 6 occurs before the execution date on the attached document

10.	Signature:
	illegible signature Secretary of State

Translation from the English language

[translation of a rectangular stamp]

[illegible signature]

ELIZABETH HAGEDORN-VILA

Notary Public - State of Florida

My Commission Expires Mar 30, 2009

Commission # DD 680738

Bonded Through National Notary Assn.

Translation executed on this 16/07/2008

As a sworn translator to English, appointed by the Regional Court in Ostrava, Czech Republic, on June 23, 2000, file No. Spr 2263/2000,registered with the Regional Court in Prague, file No. Spr 4139/2000, I hereby confirm this a true translation of the attached document.

Interpreter’s Register No. 5217

Mgr. Lucie Ektilahová

Sworn Translatorsignature

stamp

MGR. LUCIE EKTILAHOVÁ

interpreter of the English language

Confirmation of authenticity - Vidimus clause

I hereby certify that this transcript, consisting of 6 pages, corresponds verbatim to the document of which it has been made, consisting of 6 pages.

In Prague, the 17 / 07 / 2008

stamp:

JUDr. ROMAN HOCHMAN

1

Notary Public in Prague

signature

Annex 2

NZ 386/2008

POWER OF ATTORNEY

By this power of attorney, the company Korlea Invest Holding AG, Registration No. CH-320.4.056.902-0, registered address Switzerland, Vordergasse 3, 8200 Schaffhausen, acting by Mr. Vasyl Bechvarzh (hereafter called “the Grantor”), hereby appoints JUDr. Richard Čičko, reg. No. 09679, born: 04.05. 1973, attorney at law having its seat in the Czech Republic, Prague 7, Milady Horákové 533/28, postal code 170 00 (hereafter referred to as “the Attorney”), to represent and act on behalf of the Grantor as from the date hereof as follows:

to perform all legal acts on behalf of the name of Korlea Invest Holding AG as from the date hereof as follows:

-   to incorporate a new company named Korlea-TOT Energy s.r.o. in the Czech Republic, Prague, with Grantor’s share in this company in total amount of 49% on the company’s capital which will be formed in total amount of 1,600,000 CZK. The second shareholder of Korlea-TOT Energy s.r.o. will be TOT Energy, Inc. with its share in this company in total amount of 51%

-   to sign on behalf of the Grantor the Memorandum of Association of Korlea-TOT Energy s.r.o. in a form of notarial deed

-   to nominate the first company’s executive director(-s) (jednatel)

-   to organize all necessary licenses and receive obtained licenses of Korlea-TOT Energy s.r.o.

-   to sign application form for the registration of Korlea-TOT Energy s.r.o. at Commercial Register in the Czech Republic

-   to sign statement of the contribution of the Korlea-TOT Energy s.r.o. capital

-   to make other legal acts necessary for successful registration of Korlea-TOT Energy s.r.o. into the Commercial Register in the Czech Republic.

The Attorney is authorized to make all necessary decisions to perform all above mentioned acts. The Attorney shall be further authorized to represent the Grantor to sign and receive on behalf of the Grantor all respective documents herewith connected.

The Attorney shall be authorized to delegate the powers resulting from this Power of Attorney to a third person to act independently.

In Prague on 01.07.2008

signature

Korlea Invest Holding AG

Vasyl Bechvarzh, president

stamp:

Korlea Invest Holding AG

I accept this power of attorney in Prague on 01.07.2008

signature

JUDr. Richard Čičko

attorney at law

Authentication - Legalization

Current number in the Register of Authenticated Documents: 0 II 869/2008

I hereby verify that Mr. Vasyl Bechvarzh, born 11 June 1969, permanent residence in Prague 7, Trojská 725/181b, whose identity has been proved by a valid official ID, has signed this document before me in his own hand.

In Prague, the 1^st of July 2008

stamp:

JUDr. ROMAN HOCHMAN

1

Notary Public in Prague

signature

Confirmation of authenticity - Vidimus clause

I hereby certify that this transcript, consisting of 3 pages, corresponds verbatim to the document of which it has been made, consisting of 3 pages.

In Prague, the 17 / 07 / 2008

stamp:

JUDr. ROMAN HOCHMAN

1

Notary Public in Prague

signature

I hereby confirm that the first to third transcripts of the Notarial Deed, executed on 17/07/2008 (the seventeenth of July, two thousand and eight), including also the transcript of Annex 1 and 2, which corresponds verbatim to the Annexes, intended to be given to the party, correspond verbatim to the Notarial Deed.

stamp:

JUDr. ROMAN HOCHMAN

1

Notary Public in Prague

signature

3 stamps:

JUDr. ROMAN HOCHMAN

1

Notary Public in Prague

Affirmation and Specimen Signature

I, the undersigned ……………………………, birth certificate No. ……………………., permanent resident at ………………………………………………………………….., hereby affirm that I agree with being appointed Executive Director of the business company ………………………………, with registered office at …………………………………………………………, and with assuming my duties in the scope specified by the relevant provisions of the Commercial Code.

I further affirm, with reference to the provisions of Section 135, subsection 2 of the Act No. 513/1991 Sb., as amended, that:

1) I have reached 18 years of age, and I have full legal capacity;

2) I am of unimpeachable character, i.e. I have never been effectively sentenced:

· for a willful crime, for an unconditional imprisonment for at least one year;

· for a willful crime the nature of which is related to the line of business, and to which the provisions of letter a) do not apply; or

· for a crime of negligence, the body of which is related to the line of business and to which the provisions of letter a) do not apply.

3) I have met the conditions for carrying on a trade pursuant to the provisions of Section 6 of the Trade Act No. 455/1991 Sb., as amended, and no circumstances have arisen preventing me from carrying on a trade pursuant to the provisions of Section 8 of the Trade Act No. 455/1991 Sb., as amended;

4) I have met the conditions specified in Section 381 of the Commercial Code, i.e.

· within the last three years, no bankruptcy was declared or completed regarding my property, and no enforced settlement has been repeatedly confirmed;

· within the last three years, bankruptcy has neither been proposed regarding my property nor had it been refused for lack of property;

· neither a court nor a public authority has imposed on me a ban on trade in the Company’s line of business or any other related area which would be still in force;

· I have not violated the no competition clause;

· I am not an authorized representative or a member of an authorized representative body of a legal entity to which the provisions of Section 381 of the Commercial Code apply.

I am fully aware that giving false information puts me in the risk of criminal prosecution (Section 125 of the Criminal Code).

I further expressly declare that I agree with the registration of my person as the Executive Director of the Company into the Commercial Register.

The signature on this Affirmation is also my specimen signature.

In Prague, the ………………. [date]

Authenticated signature

EX-10.20

Exhibit 10.20

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Jonathan New, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TOT Energy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 18, 2008	BY: /s/ Jonathan New
	Jonathan New
	Chief Financial Officer
	Principal Financial and Accounting Officer

EX-32.1

Exhibit 32.1

TOT Energy, Inc.

201 S. Biscayne Blvd; #2868

Miami, FL 33131

November 18, 2008

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re: Certification of Principal Executive Officer Pursuant To 18 U.S.C. Sec. 1350

Dear Ladies and Gentlemen:

        In connection with the accompanying Quarterly Report on Form 10-Q of TOT Energy Inc., for the quarter ended September 30, 2008, each of the undersigned officers of TOT Energy Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) such Quarterly Report on Form 10-Q of TOT Energy Inc., for the quarter ended September 30, 2008, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in such Quarterly Report on Form 10-Q of TOT Energy Inc., for the quarter ended September 30, 2008, fairly presents, in all material respects, the financial condition and results of operations of TOT Energy Inc.

BY:

/s/ Mike Zoi

Mike Zoi

Chief Executive Officer

(Principal Executive Officer)

/s/ Jonathan New

Jonathan New

Chief Financial Officer

(Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to TOT Energy Inc. and will be retained by TOT Energy Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

In accordance with Item 601 of Regulation S-B, this certification is being “furnished” as Exhibit 32.1 to TOT Energy Inc.’s quarterly report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.