UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-KSB/A
(Mark
One)
x ANNUAL
REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| |
For
the fiscal year ended March 31,
2008
|
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.
(Name
of
small business issuer in its charter)
|
Delaware
|
|
20-0715816
|
|
(State
or other jurisdiction of incorporation or organization)
|
|
(IRS
Employer Identification Number)
|
201
South
Biscayne Blvd
Suite
2804
Miami,
FL
33131
(Address
of principal executive offices)
(305)
913-1622
(Issuer’s
telephone number)
Securities
registered under Section 12(b) of the Exchange Act: None
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, par value $0.001 per share
(Title
of
class)
Check
whether the issuer is not required to file reports pursuant to Section 13
or
15(d) of the Exchange Act. o
Check
whether the registrant (1) has filed all reports required to be filed by
Section
13 or 15(d) of the Exchange Act 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
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B (Sec. 229.405 of this chapter) contained herein, and no
disclosure will be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part
III
of this Form 10-KSB or any amendment to this Form 10-KSB. o
Check
whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
Yes o
No x
The
Company’s revenues for fiscal year ended March 31, 2008 were $97.50 excluding
other income.
State
the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)
The
aggregate market value of the voting common equity held by non-affiliates
was
$3,248,506 based upon the last traded price of $0.25 per share on July 17,
2008.
At
July
21, 2008, the number of shares outstanding of the issuer’s common stock was
214,507,773 shares.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
Transitional
Small Business Disclosure Format (Check one): Yes o No x
EXPLANATORY
NOTE
On
June
19, 2008, TOT Energy, Inc. (the “Company”) filed with the Securities and
Exchange Commission its Annual Report on Form 10-KSB for the fiscal year
ended March 31, 2008.
This
Amendment to Form 10-KSB of the Company is being filed solely to amend the
following:
To
correct the signature on Exhibit 32.1Certification which
was
filed pursuant to the Sarbanes-Oxley Act of 2002.
The
amendment set forth above is the only portion of the Company’s Annual Report on
Form 10-KSB being amended by this Form 10-KSB/A. This Amendment does
not change any other information set forth in the original filing of the
Company’s Annual Report on Form 10-KSB for the year ended March 31,
2008 filed June 19, 2008.