UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the Quarterly Period Ended ~~February~~May 2831, 2013

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 000-53901

TITAN OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

Nevada	26-2780766
(State or Other Jurisdiction of Incorporation or Organization)	I.R.S. Employer Identification No.)

7251 West Lake Mead Boulevard, Suite 300

Las Vegas, Nevada 89128

(Address of principal executive offices) (Zip Code)

702-562-4315

(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.

[X] Yes [ ] No

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

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 [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 54,227,000 shares of common stock, $0.001 par value, were issued and outstanding as of ~~April~~July 1215, 2013.

TABLE OF CONTENTS

Page PART I - Financial Information 3 Item 1. Financial Statements 3 Balance Sheets at ~~February~~May 2831, 2013 (unaudited), and August 31, 2012 3 Statements of Operations (unaudited) for the three and ~~six~~nine-month periods ended ~~February~~May 2831, 2013 and 2012, and for the period from inception on June 5, 2008 to ~~February~~May 2831, 2013. 4 Statements of Cash Flows (unaudited) for the ~~six~~nine-month periods ended ~~February~~May 2831, 2013 and 2012, and for the period from inception on June 5, 2008 to ~~February~~May 2831, 2013. 5 Notes to the Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 1516 Item 3 Quantitative and Qualitative Disclosures About Market Risk 1519 Item 4 Controls and Procedures 1920 PART II – Other Information 1920 Item 1. Legal Proceedings 1920 Item 1A. Risk Factors 1920 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 1920 Item 3. Defaults Upon Senior Securities 1920 Item 4. Mine Safety Disclosures 1920 Item 5. Other Information 1920 Item 6. Exhibits 2021

Item 1. Financial Statements

TITAN OIL & GAS, INC.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	February 28,			August 31,
	2013			2012
ASSETS
Current Assets
Cash	$	2,990		$	61,289
Accounts Receivable		8,350			11,122
Prepaid Expenses		5,579			11,934
Total Current Assets		16,919			84,345
Oil and Gas Property Interests (net) (note 4)		293,775			281,618
Total Assets	$	310,694		$	365,963
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable and Accrued Liabilities	$	21,381		$	20,445
Total Current Liabilities		21,381			20,445
Long Term Liabilities
Asset Retirement Obligations (note 5)		9,036			8,626
Total Long Term Liabilities		9,036			8,626
Total Liabilities		30,417			29,071
Stockholders' Equity:
Common Stock, Par Value $.001
Authorized 100,000,000 shares,
54,227,000 shares issued and outstanding at February 28, 2013
and August 31, 2012		54,227			54,227
Paid-In Capital		744,489			744,551
Deficit Accumulated Since Inception of the Exploration Stage		(518,439	)		(461,886	)
Total Stockholders' Equity		280,277			336,892
Total Liabilities and Stockholders' Equity	$	310,694		$	365,963

(Unaudited)


	May 31,			August 31,
	2013			2012
ASSETS
Current Assets
Cash	$	21,547		$	61,289
Accounts Receivable		8,754			11,122
Prepaid Expenses		2,428			11,934
Total Current Assets		32,729			84,345

Oil and Gas Property Interests (net) (note 4)		292,677			281,618

Total Assets	$	325,406		$	365,963

LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable and Accrued Liabilities	$	10,940		$	20,445
Related Party Promissory Note Payable and Accrued Interest (note 5)		35,089			-
Total Current Liabilities		46,029			20,445

Long Term Liabilities
Asset Retirement Obligations (note 6)		9,241			8,626
Total Long Term Liabilities		9,241			8,626

Total Liabilities		55,270			29,071

Stockholders' Equity:
Common Stock, Par Value $.001
Authorized 100,000,000 shares,
54,227,000 shares issued and outstanding at May 31, 2013
and August 31, 2012		54,227			54,227
Paid-In Capital		744,525			744,551
Deficit Accumulated Since Inception of the Exploration Stage		(528,616	)		(461,886	)
Total Stockholders' Equity		270,136			336,892

Total Liabilities and Stockholders' Equity	$	325,406		$	365,963

The accompanying notes are an integral part of these financial statements.

TITAN OIL & GAS, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

													Cumulative
													Since
													June 5, 2008
	For the Three Months						For the Nine Months						June 5, 2008
	For the Three Months						For the Six Months						(Inception) to
	Ended May 31,						Ended May 31,						(Inception) to
	Ended February 28,						Ended February 28,						February 28,
													May 31,
	2013			2012			2013			2012			2013
Revenues
Oil and Gas Revenue	$	1012,~~921~~049		$	1816,~~881~~197		$	3244,~~215~~264		$	4056,~~571~~768		$	~~139~~151,~~252~~301
Expenses
Operating Expenses		14,~~310~~063			2118,~~780~~227			2842,~~931~~994			3452,~~754~~981			~~119~~134,~~942~~005
Depletion and Accretion		1,~~823~~801			74,~~407~~840			35,~~732~~533			1318,~~269~~109			4345,~~495~~296
Professional Expenses		281,~~835~~148			41,~~300~~673			3233,~~038~~186			2224,~~363~~036			~~139~~141,~~896~~044
General and Administrative		115,~~095~~125			87,~~876~~265			1823,~~802~~927			1926,~~214~~479			~~111~~116,~~629~~754
Management Fees		~~2,250~~—			152,~~000~~250			3,750			1517,~~000~~250			38,250
Directors’ Fees		-—			31,~~000~~500			1,500			67,~~000~~500			25,500
Stock-based Compensation		~~(95~~—	)		(1,~~123~~857	)		15			(57,~~467~~324	)		53,350
Total Expenses		5822,~~218~~137			5933,~~240~~898			88110,~~768~~905			~~105~~139,~~133~~031			~~532~~554,~~062~~199
Net Loss from Operations		(4710,~~297~~088	)		(4017,~~359~~701	)		(5666,~~553~~641	)		(6482,~~562~~263	)		(~~392~~402,~~810~~898	)
Other Income (Expenses)
Interest Expense		(89	)		—			(89	)		—			(89	)
Gain on Sale of Assets		—			—			—			—			4,572
Net Other Income (Expenses)		—(89	)		—			—(89	)		—			4,~~572~~483
Write-down of Oil & Gas property costs		—			—			—			—			(130,201	)
Net Loss	$	(4710,~~297~~177	)	$	(4017,~~359~~701	)	$	(5666,~~553~~730	)	$	(6482,~~562~~263	)	$	(~~518~~528,~~439~~616	)
Basic and Diluted
Loss per Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Shares
Outstanding		54,227,000			54,227,000			54,227,000			54,227,000

The accompanying notes are an integral part of these financial statements.

TITAN OIL & GAS, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

							Cumulative
							Since
							June 5, 2008
							(Inception) to
	For the Nine Months Ended May 31,						(Inception) to
	For the Six Months Ended February 28,						February 28
							May 31,
	2013			2012			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(5666,~~553~~730	)	$	(6482,~~562~~263	)	$	(~~518~~528,~~439~~616	)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities
Depletion and Accretion Expense		35,~~732~~533			1318,~~269~~109			4345,~~495~~296
Write-down of oil & gas property costs		—			—			130,201
Compensation Expense of Stock Options		15			(57,~~467~~324	)		53,350
Gain on Sale of Assets		—			—			(4,572	)
Accrued Interest		89			—			89
Change in Operating Assets and Liabilities
(Increase) Decrease in Accounts Receivable		2,~~772~~368			1620,~~709~~355			(8,~~350~~754	)
(Increase) Decrease in Prepaid Expenses		69,~~355~~506			24,~~377~~009			(52,~~579~~428	)
Increase (Decrease) in Accounts Payable and Accrued Liabilities		~~936~~(9,505	)		(128,~~777~~729	)		2110,~~381~~940
Net Cash Used in Operating Activities		(4258,~~743~~724	)		(5055,~~451~~843	)		(~~288~~304,~~513~~494	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Oil and Gas Property Interests		(1516,~~556~~018	)		(1839,~~402~~888	)		(432,~~497~~959	)
Proceeds from Disposal of Oil and Gas Interest		—			—			15,000
Net Cash Used in Investing Activities		(1516,~~556~~018	)		(1839,~~402~~888	)		(417,~~497~~959	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Sale of Common Stock		—			—			709,000
Net Cash Provided by Financing Activities		—			—			709,000
Net Proceeds from Promissory Note		35,000			—			35,000
Net Cash Provided by Financing Activities		35,000			—			744,000
Net (Decrease) Increase in
Cash and Cash Equivalents		(5839,~~299~~742	)		(6895,~~853~~731	)		221,~~990~~547
Cash and Cash Equivalents
at Beginning of Period		61,289			195,619			—
Cash and Cash Equivalents
at End of Period	$	221,~~990~~547		$	~~126~~99,~~766~~888		$	221,~~990~~547

The accompanying notes are an integral part of these financial statements.

TITAN OIL & GAS, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued)

					Cumulative
					Since
					June 5, 2008
					(Inception) to
	For the Nine Months Ended May 31,				(Inception) to
	For the Six Months Ended February 28,				February 28,
					May 31,
	2013		2012		2013
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest	$	—	$	—	$	—
Income taxes	$	—	$	—	$	—
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Accounts payable related to oil and gas property interests	$	—	$	—	$	—
Long Term Liabilities-Asset Retirement
Obligation	$	—	$	—	$	2,684

In August 2010 the Company granted stock options under its stock option plan. A portion of the stock options granted relates to geological consulting and as a result a portion of the expense has been capitalized to oil and gas property interests. The vesting period for some of these options is up to three years. As a result, the unvested portion of the options has been revalued at ~~February~~May 2831, 2013 resulting in a reversal of stock based compensation expense of ($6226) (2012 - $1223,~~827~~615 reversal of expense). Of this ($7741) (2012 - $716,~~360~~292 reversal in capitalized expense) has been deducted from capitalized oil and gas property interests and $15 (2012 - $57,~~467~~323 reversal of expense) has been recognized in additional stock-based compensation expense in the consolidated statement of operations at ~~February~~May 2831, 2013.

The accompanying notes are an integral part of these financial statements.

TITAN OIL & GAS, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND OPERATIONS AND BASIS OF PRESENTATION

This summary of accounting policies for Titan Oil & Gas, Inc. (an exploration stage company) (the “Company”) is presented to assist in understanding the Company's consolidated financial statements. The accounting policies conform to generally accepted accounting principles in the United States and have been consistently applied in the preparation of the consolidated financial statements.

Organization and Basis of Presentation

Titan Oil & Gas, Inc. (an exploration stage company) was incorporated under the name of Xtrasafe, Inc. on June 5, 2008 under the laws of the State of Florida. On April 19, 2010, the Company’s majority shareholder as the holder of 36,000,000 (at the time representing 67%) of the issued and outstanding shares of the Company’s common stock, provided the Company with written consent in lieu of a meeting of stockholders authorizing the Company to amend the Company’s Articles of Incorporation for the purpose of changing the name of the Company from “Xtrasafe, Inc.” to “Titan Oil & Gas, Inc.” and to change its domicile from Florida to Nevada. In order to undertake the name and domicile change, the Company incorporated a wholly-owned subsidiary in Nevada named Titan Oil & Gas, Inc. and merged Xtrasafe, Inc. with the new subsidiary. Subsequent to the merger, the Company continued as a Nevada company named Titan Oil & Gas, Inc.

In connection with the change of the Company’s name to Titan Oil & Gas, Inc. the Company’s business was changed to oil and gas exploration. The change in name, business, and domicile received its final approval by the regulatory authorities on June 30, 2010. The Company has incorporated a wholly-owned subsidiary in the province of Alberta Canada named TNGS Oil & Gas, Inc. (“TNGS”). The accompanying consolidated financial statements include the balances of TNGS.

Nature of Operations

The Company is engaged in the acquisition, exploration and if warranted and feasible, the development of oil and gas properties. The Company currently has a 6% working interest in four producing oil wells ~~located in Alberta, Canada~~. The remaining of the Company’s oil and gas assets are not in production and do not contain any assigned resources or reserves. InAs ~~Alberta~~of May 31, ~~Canada~~2013 the Company has acquired the petroleum and natural gas rights to a total of approximately 2,816 hectares of land and has acquired a 2.51255% working interest in a non-producing oil well. All Inof ~~addition,~~ the Company’s ~~has~~oil ~~acquired~~and agas 6%property ~~working~~interests ~~interest~~are located in ~~four producing oil wells as of February 28~~Alberta, ~~2013~~Canada.

Interim Reporting

The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the financial position of Titan Oil & Gas, Inc. and the results of its operations for the periods presented. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended August 31, 2012. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the fiscal year ended August 31, 2012 has been omitted. The results of operations for the three and ~~six~~nine month periods ended ~~February~~May 2831, 2013 are not necessarily indicative of results for the entire year ending August 31, 2013 or for any future period.

NOTE 2 – ABILITY TO CONTINUE AS A GOING CONCERN

The accompanying financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States (GAAP) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company acquired its first producing assets in April 2011. Previously, the Company had not realized any revenue from its oil and gas operations. During the ~~six~~nine months ended ~~February~~May 2831, 2013, the Company incurred a net loss of $5666,~~553~~730. Since inception on June 5, 2008 the Company has an accumulated deficit of $~~518~~528,~~439~~616 to ~~February~~May 2831, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company's ability to continue as a going concern is dependent on its ability to develop its oil and gas properties and ultimately achieve profitable operations and to generate sufficient cash flow from financing and operations to meet its obligations as they become payable. Even with production from its Leaman assets it is expected that losses will continue in the future until additional producing assets can either be developed or acquired by the Company. The Company expects that it will need approximately $7661,000 to fund its operations during the next twelve months which will include minimum annual property lease payments as well as the costs associated with maintaining an office. Current cash available is not sufficient to fund all of the Company’s planned operations for the next twelve months. Management may seek additional capital through a private placement and public offering of its common stock. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future. Accordingly, no adjustment relating to the recoverability and classification of recorded asset amounts and the classification of liabilities has been made to the accompanying financial statements in anticipation of the Company not being able to continue as a going concern

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to accrued liabilities, stock-based compensation, asset retirement obligations, and the impairment of long-lived assets. Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Foreign Currency

The Company has oil and gas property interests in Canada and as a result incurs some transactions in Canadian dollars. The Company translates its Canadian dollar balances to US dollars in the following manner: assets and liabilities have been translated using the rate of exchange at the balance sheet date. The Company’s results of operations have been translated using average rates.

All amounts included in the accompanying financial statements and footnotes are stated in U.S. dollars.

Concentration of Credit Risk

The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with two financial institutions in the form of demand deposits.

Loss per Share

Net income (loss) per share is computed by dividing the net income by the weighted average number of shares outstanding during the period. As of ~~February~~May 2831, 2013, the ~~company~~Company has outstanding common stock options of 800,000. The effects of the Company’s common stock equivalents are anti-dilutive for ~~February~~May 2831, 2013 and 2012 and are thus not presented.

Comprehensive Income

The Company has adopted ASC 220 (formerly SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company has disclosed this information on its Statement of Operations. Comprehensive income is comprised of net income (loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owners.

Stock Options

Under ASC 718, Compensation-Stock Compensation, the Company is required to record compensation expense, based on the fair value of the awards, for all awards granted after the date of adoption and for the unvested portion of previously granted awards that remain outstanding as at the date of adoption.

The Company grants stock options to non-employees for services that include researching land availability, lease acquisitions, geological consulting and geophysical services including interpretation of seismic data. These options are accounted for under ASC 505 (EITF 96-18) and were measured at the fair value of the options as determined by an option pricing model on the measurement date and recognized as the related services are provided and the options earned.

Compensation expense for unvested options to non-employees is revalued at each period end and is being amortized over the vesting period of the options.

Oil and Gas Property Payments and Exploration Costs

The Company follows the full cost method of accounting for natural gas and oil operations. Under the full cost method all costs incurred in the acquisition, exploration and development of natural gas and oil reserves are initially capitalized into cost centers on a country-by-country basis. The Company’s current cost center is located in Canada. Such costs include land acquisition costs, geological and geophysical expenditures, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition, exploration and development activities.

Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated net proved reserves, as determined by independent petroleum engineers. The Company has adopted revised oil and gas reserve estimation and disclosure requirements. The primary impact of the new disclosures is to conform the definition of proved reserves with the SEC Modernization of Oil and Gas Reporting rules, which were issued by the SEC at the end of 2008. The accounting standards update revised the definition of proved oil and gas reserves to require that the average, first-day-of-the-month price during the 12-month period before the end of the year rather than the year-end price, must be used when estimating whether reserve quantities are economical to produce. This same 12-month average price is also used in calculating the aggregate amount of (and changes in) future cash inflows related to the standardized measure of discounted future net cash flows. The percentage of total reserve volumes produced during the year is multiplied by the net capitalized investment plus future estimated development costs in those reserves. Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether impairment has occurred. When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations.

Under full cost accounting rules, capitalized costs, less accumulated amortization and related deferred income taxes, shall not exceed an amount (the ceiling) equal to the sum of: (i) the after tax present value of estimated future net revenues computed by applying current prices of oil and gas reserves to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on currents costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; (ii) the cost of properties not being amortized; and (iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the ceiling, the excess shall be charged to expense and separately disclosed during the period in which the excess occurs. Amounts thus required to be written off shall not be reinstated for any subsequent increase in the cost center ceiling.

Impairment of Long-lived Assets

In accordance with ASC 360, Property, Plant and Equipment, long lived assets such as equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

Asset Retirement Obligations

In accordance with ASC 410, Asset Retirement and Environmental Obligations, the fair value of an asset retirement cost, and corresponding liability, should be recorded as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method. The Company has not yet undertaken any field exploration on its properties and as such has not yet incurred an asset retirement obligation. At least annually, the Company will reassess the need to record an obligation or determine whether a change in any estimated obligation is necessary. The Company will evaluate whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed. Should those indicators suggest the estimated obligation has materially changed the Company will accordingly update its assessment. The asset retirement obligation is measured at fair value on a non-recurring basis using level 3 inputs based on discounted cash flows involving estimates, assumptions, and judgments regarding the cost, timing of settlement, credit-adjusted risk-free rate and inflation rates.

Revenue recognition

Revenue from the production of crude oil and natural gas is recognized when title passes to the customer and when collection of the revenue is reasonably assured. The Company currently earns revenue from its 6% working interest it has in four producing wells in Alberta, Canada. The Company does not operate the wells but does currently market and sell its proportion of oil and gas produced from the wells. The customers take title when the crude oil is transferred to their pipeline or collection facility.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes whereby deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. If it is determined that the realization of the future tax benefit is not more likely than not, the enterprise establishes a valuation allowance.

Uncertain Tax Positions

The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, Accounting for Uncertainty in Income Taxes. The Company had no material unrecognized income tax assets or liabilities for the years ended August 31, 2012 or August 31, 2011. The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the year ended August 31, 2012 and 2011, there were no income tax, or related interest and penalty items in the income statement, or liability on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Florida State. Tax years 2008 to present remain open to income tax examination. The Company is not currently involved in any income tax examinations.

Fair Value of Financial Instruments

The book values of cash, accounts receivable, prepaid expenses, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

	•	Level one — Quoted market prices in active markets for identical assets or liabilities;
	•	Level two — Inputs other than level one inputs that are either directly or indirectly observable; and
	•	Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.

NOTE 4 – OIL AND GAS PROPERTY INTERESTS

	February 28, 2013 (Cumulative)
	May 31, 2013 (Cumulative)
	Southeast Alberta		Alberta Well Interest		Leaman Property			Total
	(unproven)		(unproven)
Property acquisition and lease payments	$	171,385	$	6,043	$	~~151~~152,~~537~~035		$	~~328~~329,~~965~~463
Geological and geophysical (1)		93,121		1,086		10,066			104,273
Asset Retirement Obligation		-		-		27,881			27,881
Asset Write Down		-		-		(130,201	)		(130,201	)
Accumulated Depletion		-		-		(3738,~~143~~739	)		(3738,~~143~~739	)
Total expenditures	$	264,506	$	7,129		2221,~~140~~042			~~293~~292,~~775~~677

(1) Balance includes accumulated total capitalized stock-based compensation expense of 35$39,~~566~~552.

Leaman Property

On April 14, 2011, the ~~company~~Company entered into a general conveyance agreement (the “General Conveyance Agreement”) with Huron Energy Corporation (“Huron”), pursuant to which Huron conveyed to the Company a 6% working interest in the petroleum and natural gas rights, as well as the intangible and miscellaneous interests, (collectively, the “Assets”) in 800 acres of land located in the Leaman area of Alberta, Canada (the “Leaman”). In consideration for the Assets, the Company paid Huron an aggregate CDN $140,000. Including closing costs and taxes the Leaman was acquired for a total of USD $148,367. The Leaman consists of six oil wells with five currently in production. Of the five currently in production, the Company receives revenue form four of the wells as a fifth well is currently in penalty. The one well in penalty is a result of Huron not paying its share of capital costs to the well’s operator. Huron did not pay its share of costs as the well has had minimal production to date. The Company does not expect to receive revenue from the well in penalty. The Company has registered to do business in the province of Alberta under the name TNGS Oil & Gas, Inc. (“TNGS”). The General Conveyance Agreement has been executed through the Company’s TNGS registration.

The Company received an updated reserve report as of August 31, 2012. As a result of lower economic and price estimates used in the reserve report, the Company’s reserves have decreased in the current year compared to the prior year. As a result of the decrease in reserves the Company has recognized a write-down of its Leaman property in the amount of $130,201 in the Consolidated Statement of Operations for the year ended August 31, 2012.

Depletion Expense

The Company has received a reserve report on its Leaman property as of August 31, 2012. Based on the report prepared by GLJ Petroleum Consultants of Calgary, Alberta, Canada, the Company’s portion of estimated proved plus probable producing resources and reserves, on an after royalty basis, is 3,500 recoverable barrels equivalent of oil. As a result $34,~~322~~919 (2012 - $1317,~~129~~899) has been recorded as depletion expense for the ~~six~~nine months ended ~~February~~May 2831, 2013. The actual recoverable number of barrels may differ materially from this estimate.

Southeast Alberta Property

On August 19, 2010 the Company acquired an interest in one Petroleum and Natural Gas (“P&NG) Lease (the “August 2010 Lease”) in the province of Alberta, Canada. Including fees and closing costs the rights to the August 2010 Lease were acquired for an aggregate $13,099 and the purchase price includes the first year’s aggregate annual lease payments of $842. The total area covered by the August 2010 Lease is 256 hectares.

Between September 2 and September 30, 2010 the Company entered into six additional P&NG Leases (the “September 2010 Leases”) in the province of Alberta, Canada. Including fees and closing costs the rights to the September 2010 Leases were acquired for an aggregate $76,850 and the purchase price includes the first year’s aggregate annual lease payments of $5,360. The total area covered by the September 2010 Leases is 1,536 hectares.

On December 15, 2010 the Company acquired an interest in a P&NG Lease (the “December 2010 Lease”) in the province of Alberta, Canada. The rights to the December 2010 Lease were acquired for $9,484 and the purchase price includes the first year’s annual lease payments of approximately $899. The total area covered by the December 2010 Lease is 256 hectares.

On January 12, 2011, the Company acquired an interest in two PN&G Leases (the “January 2011 Leases”) in the province of Alberta, Canada. The rights to the January 2011 Leases were acquired for an aggregate $49,613 and the purchase price includes the first year’s aggregate annual lease payments of approximately $2,724. The total area covered by the Company’s January 2011 Leases is 768 hectares.

All of the leases comprising the Southeast Alberta Property were acquired through public land sales held on a regular basis by the Alberta provincial government. Upon being notified that it has submitted the highest bid for a specific land parcel the Company immediately pays the government the bid price and enters into a formal lease with the government. Each of the leases are for an initial five year term, requires minimum annual lease payments, and grants the Company the right to explore for potential petroleum and natural gas opportunities on the respective lease.

All of the Company’s leases are subject to royalties payable to the government of Alberta. The royalty is calculated using a revenue-less-cost formula. In years prior to the recovery of the project’s capital investment, the royalty is 1% of gross revenue. Once the project costs have been recovered, the royalty is the greater of 1% of gross revenue or 25% of net revenue.

Subsequent to May 31, 2013 the Company terminated its interest in the Southeast Alberta Property (note 9).

Alberta Well Interest

NOTE 5 – ASSET RETIREMENT OBLIGATION

As of February 28, 2013 the Company’s asset retirement obligation was comprised of its 6% working interest in the Leaman property. The Company has estimated its obligation at February 28, 2013 as $9,036 which includes $410 (2012 - $140) in accretion expense for the six-months ended February 28, 2013.

NOTE 65 -– ~~RELATED~~PROMISSORY ~~PARTY TRANSACTIONS~~NOTE

~~Effective~~On ~~December~~May 12, ~~2012~~2013 the Company ~~began~~closed ~~paying~~a ~~its~~Promissory ~~sole~~Note ~~executive~~(the ~~officer~~“Note”) for $~~750~~35,000. The Note bears interest at 3% per ~~month~~year and is due on May 2, 2014. ~~Prior~~The toNote ~~December~~may ~~31,~~be ~~2012~~repaid ~~the~~in ~~Company’s~~its ~~sole~~entirety ~~executive~~including ~~officer~~the ~~served~~outstanding asinterest aearlier ~~director~~than ~~and~~the ~~received~~due ~~$500~~date ~~per~~without ~~month~~penalty. The ~~total~~Note ~~amount~~is ~~paid~~unsecured. The toCompany ~~our~~has ~~sole~~accrued ~~executive~~$89 ~~officer~~in ~~for~~interest ~~the~~expense ~~six~~at ~~months~~May ~~ended February 28~~31, 2013 ~~was $3,750~~. ~~Amounts~~The ~~paid~~lender inof the ~~prior~~Note ~~period~~is toa ~~the~~minority ~~Company’s~~shareholder ~~former~~of ~~sole~~the ~~executive~~Company ~~officer~~and ~~were~~as ~~$18,000. Amounts~~such ~~paid in~~ the ~~prior~~Note ~~period~~is ~~included~~payable to a ~~bonus~~related party.

~~The~~NOTE ~~Company~~6 ~~also~~– ~~currently~~ASSET ~~pays~~RETIREMENT one of its directors $500 per month to serve on its Board of Directors. The payments are made quarterly in advance. The total amount paid to the director for the six months ended February 28, 2013 was $1,500 (2012 - $3,000). The balance in 2013 has decreased as the director receiving these payments has agreed to suspend his payments in order to preserve the working capital of the Company. The payments were suspended effective November 30, 2012.OBLIGATIONS

~~NOTE~~As 7of –May ~~SHARE~~31, ~~CAPITAL~~2013 the Company’s asset retirement obligation was comprised of its 6% working interest in the Leaman property. The Company has estimated its obligation at May 31, 2013 as $9,241 which includes $614 (2012 - $210) in accretion expense for the nine-months ended May 31, 2013.

NOTE 7 - RELATED PARTY TRANSACTIONS

Effective December 1, 2012 the Company began paying its sole executive officer $750 per month. Prior to December 31, 2012 the Company’s sole executive officer served as a director and received $500 per month. The total amount paid to our sole executive officer for the nine months ended May 31, 2013 was $3,750 (2012 - $24,750). Amounts paid in the prior period included a bonus of $15,000. In the current period, our sole executive officer has agreed to suspend his compensation effective March 1, 2013.

Until his resignation effective May 1, 2013 the Company paid its other director $500 per month to serve on its Board of Directors. The payments were made quarterly in advance. The total amounts paid to the directors for the nine months ended May 31, 2013 was $1,500 (2012 - $9,750). The balance in 2013 has decreased as the director receiving these payments has agreed to suspend his payments in order to preserve the working capital of the Company. The payments were suspended effective November 30, 2012.

NOTE 8 – SHARE CAPITAL

Stock Options

On August 3, 2010 the Company adopted its 2010 Stock Option Plan (“the 2010 Plan”). The 2010 Plan provides for the granting of up to 5,000,000 stock options to key employees, directors and consultants, of common shares of the Company. Under the 2010 Plan, the granting of stock options, the exercise prices, and the option terms are determined by the Company's ~~Option Committee, a committee designated to administer the 2010 Plan by the~~ Board of Directors. For incentive options, the exercise price shall not be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted to an employee who owns stock possessing more than 10% of the voting power of all classes of the Company's stock on the date of grant, the option price must not be less than 110% of the fair market value of common stock on the grant date.). Options granted are not to exceed terms beyond five years.

In order to exercise an option granted under the Plan, the optionee must pay the full exercise price of the shares being purchased. Payment may be made either: (i) in cash; or (ii) at the discretion of the ~~Committee~~Board of Directors, by delivering shares of common stock already owned by the optionee that have a fair market value equal to the applicable exercise price; or (iii) with the approval of the ~~Committee~~Board of Directors, with monies borrowed from us.

Subject to the foregoing, the ~~Committee~~Board of Directors has broad discretion to describe the terms and conditions applicable to options granted under the Plan. The ~~Committee~~Board of Directors may at any time discontinue granting options under the Plan or otherwise suspend, amend or terminate the Plan and may, with the consent of an optionee, make such modification of the terms and conditions of such optionee’s option as the ~~Committee~~Board of Directors shall deem advisable.

All stock options currently outstanding were granted in in the years ended August 31, 2011 and 2010. The Black-Scholes option pricing model was used to calculate to estimate the fair value of the options at the grant date. The following assumptions were made:

	2011	~~2011~~2010			~~2010~~
Risk Free Rate	0.17%	0.19%	~~0.17~~	%		~~0.19~~	%
Expected Life of Option	5 years	5 years			~~5 years~~
Expected Volatility of Stock (Based on Historical Volatility)	115.6%	92.6%	~~115.6~~	%		~~92.6~~	%
Expected Dividend yield of Stock	0.00	0.00	~~0.00~~			~~0.00~~

Expected volatilities are based on industry comparables using available data and other factors due to the fact the Company’s business changed substantially from the previous electronic safe business to oil and gas exploration in 2010. When applicable, the Company will use historical data to estimate option exercise, forfeiture and employees termination within the valuation model. For non-employees, the expected term of the options approximates the full term of the options

13In August 2010 the Company granted stock options under its stock option plan. A portion of the stock options granted relates to geological consulting and as a result a portion of the expense has been capitalized to oil and gas property interests. The vesting period for some of these options is up to three years. As a result, the unvested portion of the options has been revalued at May 31, 2013 resulting in a reversal of stock based compensation expense of ($26) (2012 - $23,615 reversal of expense). Of this ($41) (2012 - $16,291 reversal in capitalized expense) has been deducted from capitalized oil and gas property interests and $15 (2012 - $7,324 reversal of expense) has been recognized in additional stock-based compensation expense in the consolidated statement of operations at May 31, 2013.

InThe ~~August~~following ~~2010~~table ~~the~~sets ~~Company~~forth ~~granted~~the ~~stock~~ options outstanding under ~~its stock option plan. A portion of~~ the ~~stock~~2010 ~~options~~Plan ~~granted relates to geological consulting and~~ as ~~a result a portion~~ of ~~the~~May ~~expense has been capitalized to oil and gas property interests. The vesting period for some of these options is up to three years. As a result~~31, ~~the unvested portion of the options has been revalued at February 28,~~ 2013 resulting in a reversal of stock based compensation expense of ($62) (2012 - $12,827 reversal of expense). Of this ($77) (2012 - $7,360 reversal in capitalized expense) has been deducted from capitalized oil and gas property interests and $15 (2012 - $5,467 reversal of expense) has been recognized in additional stock-based compensation expense in the consolidated statement of operations at February 28, 2013.:

The following table sets forth the options outstanding under the 2010 Plan as of February 28, 2013:

	Available for Grant		Options Outstanding		Weighted Average Exercise Price
Balance, August 31, 2012		4,200,000		800,000	$	0.59
Options granted		-		-		-
Balance, May 31, 2013		4,200,000		800,000	$	0.59

	Available for Grant		Options Outstanding		Weighted Average Exercise Price
Balance, August 31, 2012		4,200,000		800,000	$	0.59
Options granted		-		-		-
Balance, February 28, 2013		4,200,000		800,000	$	0.59

The following table summarizes information concerning outstanding and exercisable common stock options under the 2010 Plan at May 31, 2013:

The following table summarizes information concerning outstanding and exercisable common stock options under the 2010 Plan at February 28, 2013:

Exercise Prices	Options Outstanding	Remaining Contractual Life (in years)	Weighted Average Exercise Price	Number of Options Currently Exercisable	Weighted Average Exercise Price
$ 0.26	550,000	2.17	$ 0.26	300,000	$ 0.26
$ 1.30	250,000	2.54	$ 1.30	250,000	$ 1.30
	800,000			550,000

Exercise Prices	Options Outstanding	Remaining Contractual Life (in years)	Weighted Average Exercise Price	Number of Options Currently Exercisable	Weighted Average Exercise Price
$ 0.26	550,000	2.42	$ 0.26	300,000	$ 0.26
$ 1.30	250,000	2.79	$ 1.30	250,000	$ 1.30
	800,000			550,000

The aggregate intrinsic value of stock options outstanding at May 31, 2013 was $0 and the aggregate intrinsic value of stock options exercisable at May 31, 2013 was also $0. No stock options have been exercised to date. As of May 31, 2013 there was $99 in unrecognized compensation expense that will be recognized over 1.50 years.

The aggregate intrinsic value of stock options outstanding at February 28, 2013 was $0 and the aggregate intrinsic value of stock options exercisable at February 28, 2013 was also $0. No stock options have been exercised to date. As of February 28, 2013 there was $134 in unrecognized compensation expense that will be recognized over 1.50 years.

A summary of status of the Company’s unvested stock options as of February 28, 2013 under all plans is presented below:

	Number of Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Unvested at August 31, 2012		350,000		$	0.56	$	0.41
Granted		-		$	-	$	-
Vested		(100,000	)	$	1.30	$	0.97
Unvested at February 28, 2013		250,000		$	0.26	$	0.18

A summary of status of the Company’s unvested stock options as of May 31, 2013 under all plans is presented below:

	Number of Options			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value
Unvested at August 31, 2012		350,000		$	0.56	$	0.41
Granted		-		$	-	$	-
Vested		(100,000	)	$	1.30	$	0.97
Unvested at May 31, 2013		250,000		$	0.26	$	0.18

NOTE 9 – SUBSEQUENT EVENT

As a result of limited financial resources, the Company has informed the Alberta Government that it will not renew the Southeast Alberta Leases. On June 13, 2013 the termination of the leases was approved by the Alberta Government. The Company no longer has any ownership interest in the property nor does it have any further financial obligations on the property. The Company will recognize a write-down of oil and gas property interests of $264,506 in the consolidated statements of operations at August 31, 2013.

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

The following discussion should be read in conjunction with the financial statements of Titan Oil & Gas, Inc. (the “Company”), which are included elsewhere in this Form 10-Q. Certain statements contained in this report, including statements regarding the anticipated exploration and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Form 10-K for the fiscal year ended August 31, 2012 filed by the Company with the Securities and Exchange Commission.

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

General

Titan Oil & Gas, Inc. (an exploration stage company) was incorporated under the name of Xtrasafe, Inc. on June 5, 2008 under the laws of the State of Florida. On April 19, 2010, the Company’s majority shareholder and an officer and director of the Company as the holder of 36,000,000 (at the time representing 67%) of the issued and outstanding shares of the Company’s common stock, provided the Company with written consent in lieu of a meeting of stockholders authorizing the Company to amend the Company’s Articles of Incorporation for the purpose of changing the name of the Company from “Xtrasafe, Inc.” to “Titan Oil & Gas, Inc.” and to change its domicile from Florida to Nevada. In order to undertake the name and domicile change, the Company incorporated a wholly-owned subsidiary in Nevada named Titan Oil & Gas, Inc. and merged Xtrasafe, Inc. with the new subsidiary. Subsequent to the merger, the Company continued as a Nevada company named Titan Oil & Gas, Inc.

Oil and Gas Property Interests

Titan Oil & Gas Inc. is principally a company engaged in the acquisition and exploration of oil and gas properties. The Company is currently receiving revenue from its 6% interest in four producing oil wells located on the Leaman Property.

Leaman Property

On April 14, 2011, the Company entered into a general conveyance agreement (the “General Conveyance Agreement”) with Huron Energy Corporation (“Huron”), pursuant to which Huron conveyed to the Company a 6% working interest in the petroleum and natural gas rights, as well as the intangible and miscellaneous interests, (collectively, the “Assets”) in 800 acres of land located in the Leaman area of Alberta, Canada (the “Leaman Property”). Under the General and Conveyance Agreement the Company began receiving revenue from its interest in the Assets effective April 1, 2011. In consideration for the Assets, the Company paid Huron an aggregate CDN $140,000. Including closing costs and taxes the Leaman Property was acquired for a total of USD $148,367. The Leaman Property consists of six oil wells with five currently in production. Of the five currently in production, the Company receives revenue from four of the wells as a fifth well is currently in penalty. The one well in penalty is a result of Huron not paying its share of capital costs to the well’s operator. Huron did not pay its share of costs as the well has had minimal production to date. The Company does not expect to receive revenue from the well in penalty. The General Conveyance Agreement has been executed through TNGS.

1516

The Company has received a reserve report on the Leaman Property. Based on the report prepared by GLJ Petroleum Consultants of Calgary, Alberta, Canada, the Company’s portion of estimated proved plus probable producing resources and reserves, on an after royalty basis, is 3,500 recoverable barrels equivalent of oil as of August 31, 2012. The actual recoverable number of barrels may differ materially from this estimate. A copy of the report has been included as Exhibit 99.2 to the Company’s Amended Form 10-K for the year ended August 31, 2012 filed with the Securities and Exchange Commission on November 29, 2012.

Alberta Well Interest

On April 12, 2010 the Company executed a Sale and Conveyance Agreement (the “Agreement”) with 966749 Alberta Corp. (the “Vendor”) for the acquisition of a 2.51255% working interest in an oil well located in Alberta, Canada (the ‘Well’). Under the Agreement the Company paid the Vendor $6,043 including taxes and closing costs. The underlying property lease is with the Alberta provincial government. The Company has not received any production from this Well and to date there has been only minimal historical production from the Well and currently the Well is not in production.

Southeast Alberta Property

On August 19, 2010 the Company acquired an interest in one Petroleum and Natural Gas (“P&NG) Lease (the “August 2010 Lease”) in the province of Alberta, Canada. Including fees and closing costs the rights to the August 2010 Lease were acquired for an aggregate $13,099 and the purchase price included the first year’s aggregate annual lease payments of $842. The total area covered by the August 2010 Lease is 256 hectares.

Between September 2 and September 30, 2010 the Company entered into six additional P&NG Leases (the “September 2010 Leases”) in the province of Alberta, Canada. Including fees and closing costs the rights to the September 2010 Leases were acquired for an aggregate $76,850 and the purchase price included the first year’s aggregate annual lease payments of $5,360. The total area covered by the September 2010 Leases is 1,536 hectares.

On December 15, 2010 the Company acquired an interest in a P&NG Lease (the “December 2010 Lease”) in the province of Alberta, Canada. The rights to the December 2010 Lease were acquired for $9,484 and the purchase price included the first year’s annual lease payments of approximately $899. The total area covered by the December 2010 Lease is 256 hectares.

On January 12, 2011, the Company acquired an interest in two P&NG Leases (the “January 2011 Leases”) in the province of Alberta, Canada. The rights to the January 2011 Leases were acquired for an aggregate $49,613 and the purchase price included the first year’s aggregate annual lease payments of approximately $2,724. The total area covered by the Company’s January 2011 Leases is 768 hectares.

Plan of Operations

Other than the Leaman Property, our current properties are without assigned resources or reserves of oil or natural gas. The Company is an exploration stage company and there is no assurance that a commercially viable oil or gas deposit exists on any of our properties. Further evaluation will be required on each property before a final evaluation as to the economics and legal feasibility of any property is determined.

In the next twelve months the Company ~~plans~~does tonot ~~continue~~have ~~its~~any ~~assessment~~plans ofto ~~its~~undertake ~~Southeast~~any ~~Alberta~~exploration ~~Property~~or asdevelopment ~~well as continuing to review additional property acquisitions~~programs.

Results of Operations

Revenues

Commencing April 1, 2010 we began receiving revenues from our 6% working interest in the Leaman property. The Leaman property currently has five producing wells with the Company receiving revenue from four of the wells. The Company is not the operator of the wells on the Leaman property but the Company is responsible for selling its own oil and gas. For the three months ended ~~February~~May 2831, 2013 the Company recognized $1012,~~921~~049 (2012 - $1816,~~881~~197) in revenue that resulted from the sale of approximately ~~194~~177 barrels of oil (2012 - ~~236~~234 barrels of oil). For the ~~six~~nine months ended ~~February~~May 2831, 2013 the Company recognized $3244,~~215~~264 (2012 - $4056,~~571~~768) in revenue that resulted from the sale of approximately ~~442~~620 barrels of oil (2012 - ~~513~~747 barrels of oil). Gas production for the three and ~~six~~nine months ended ~~February~~May 2831, 2013 and 2012 was negligible.

Operating Expenses and Net Loss

For the three months ended ~~February~~May 2831, 2013 we had a net loss of 47$10,~~297~~177 compared to a net loss of $4017,~~359~~701 for the three months ended ~~February~~May 2831, 2012. ~~The~~One of the largest ~~change~~changes in expenses in the current period was the ~~increase~~decrease of ~~professional~~management and director fees to ~~28,835~~$0 in 2013 compared to $43,~~300~~750 in 2012. The ~~increase~~decrease was due to ~~the~~suspending ~~timing~~payments ofto ~~invoicing~~management ~~for~~in ~~audit~~order ~~and~~to ~~other~~preserve ~~professional fees. In 2012,~~ the ~~Company~~working ~~was~~capital ~~not~~of ~~invoiced for certain fees while for~~ the ~~quarter ended February 28, 2013 those fees were invoiced to the~~ Company. Operating costs decreased to $14,~~310~~063 for the three months ended ~~February~~May 2831, 2013 from $2118,~~780~~227 for the three months ended ~~February~~May 2831, 2012 as a result of lower production in the current quarter compared to the prior quarter. Management fees decreased to $2,250 in the three months ended February 28, 2013 from $15,000 in the three months ended February 28, 2012. The reduction was due to a bonus paid in 2012 that was not paid in 2013 and to one of our directors suspending his pay effective November 30, 2012. Depletion and accretion expense decreased in the current three months to $1,~~823~~801 compared to $74,~~407~~840 in the three months ended ~~February~~May 2831, 2012. The decrease was largely due to the write down of the Leaman property that occurred during the year ended August 31, 2012 resulting in much lower capitalized costs to be depleted for the three months ended ~~February~~May 2831, 2013 compared to the three months ended ~~February~~May 2831, 2012. Also, stock-based compensation for the three months ended ~~February~~May 2831, 2013 was $~~(95)~~0 while a reversal of stock-based compensation expense of ($1,~~123~~857) was recognized in the three months ended ~~February~~May 2831, 2012. Stock based compensation expense in both periods was the result of the revaluation of unvested options granted in prior periods.

For the ~~six~~nine months ended ~~February~~May 2831, 2013 we had a net loss of $5666,~~553~~730 compared to a net loss of $6482,~~562for~~263 for the ~~six~~nine months ended ~~February~~May 2831, 2012. ~~The~~One of the most significant ~~change~~changes in the current period was the increase of professional fees to $3233,~~038~~186 in 2013 compared to $2224,~~363~~036 in 2012. The increase was due to ~~the~~an ~~timing~~increase ofin ~~invoicing for~~ audit and other professional fees. In ~~2012, the Company was not invoiced for certain fees while for the quarter ended February 28, 2012 those fees were invoiced to the Company.~~ Another significant change in the current period was a reduction in management and director fees to $35,~~750~~250 infor the nine months ended May 31, 2013 compared in $1524,~~000~~750 infor the nine months ended May 31, 2012. The reduction was due to a bonus paid of $15,000 in 2012 that was not paid in 2013 and to one of our directors suspending his pay effective November 30, 2012. Operating costs decreased to $2842,~~931~~994 for the ~~six~~nine months ended ~~February~~May 2831, 2013 from $3452,~~754~~981 for the ~~six~~nine months ended ~~February~~May 2831, 2012 as a result of lower production in the current period compared to the prior period. Depletion and accretion expense decreased in the current ~~six~~nine months to $35,~~732~~533 compared to $1318,~~269~~109 in the ~~six~~nine months ended ~~February~~May 2831, 2012. The decrease was largely due to the write down of the Leaman property that occurred during the year ended August 31, 2012 resulting in much lower capitalized costs to be depleted for the ~~six~~nine months ended ~~February~~May 2831, 2013 compared to the ~~six~~nine months ended ~~February~~May 2831, 2012. Also, stock-based compensation for the ~~six~~nine months ended ~~February~~May 2831, 2013 was $15 while a reversal of stock-based compensation expense of ($57,~~467~~324) was recognized in the ~~six~~nine months ended ~~February~~May 2831, 2012. Stock based compensation expense in both periods was the result of the revaluation of unvested options granted in prior periods.

1718

Liquidity and Capital Resources

We had a cash balance of $221,~~990~~547 and a negative working capital of $413,~~462~~300 as of ~~February~~May 2831, 2013. We anticipate that we will incur the following expenses over the next twelve months:

· $61,000 for operating expenses, ~~including~~minimum annual property lease payments, and working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.

·Net cash used in operating activities during the nine months ended May 31, 2013 was $1558,~~000~~724 ~~for~~compared ~~annual~~to ~~lease~~$55,843 ~~payments~~during the nine months ended May 31, 2012. The net loss decreased to $66,730 in the nine months ended May 31, 2013 from $82,263 in the nine months ended May 31, 2012. Non-cash expenses relating to depletion and accretion decreased to $5,533 for the ~~on-going~~nine ~~assessment~~months ended May 31, 2013 compared to $18,109 for the nine months ended May 31, 2012. In the nine months ended May 31, 2013 we incurred outflows from the decrease in accounts payable and accrued liabilities of ~~our~~$9,505 ~~properties~~while in the nine months ended May 31, 2012 there was a cash outflow of $8,729 from changes in accounts payable and accrued liabilities. Also reducing the impact of the decreased loss was an inflow from changes in accounts receivable of $2,368 in the nine months ended May 31, 2013 while there was an inflow of $20,355 in the nine months ended May 31, 2012. The Company received the proceeds from a promissory note in the amount of $35,000 during the nine months ended May 31, 2013 while there were no financing activities during the nine months ended May 31, 2012. Investing activities consisted of the acquisition of oil and gas property interests of $16,018 and $39,888, respectively, for the nine months ended May 31, 2013 and 2012.

~~Net~~The ~~cash~~Company's ~~used~~ability into ~~operating~~continue ~~activities~~as ~~during~~a ~~the~~going ~~six~~concern ~~months~~is ~~ended~~dependent ~~February~~on ~~28,~~its ~~2013~~ability ~~was $42,743 compared~~ to ~~$50,451~~develop ~~during~~its ~~the~~oil ~~six~~and ~~months~~gas ~~ended~~properties ~~February~~and ~~28,~~ultimately ~~2012. The~~achieve ~~decrease~~profitable ~~was~~operations ~~largely~~and ~~due~~ to agenerate ~~decrease~~sufficient incash ~~the~~flow ~~net~~from ~~loss~~financing toand ~~$56,553~~operations into ~~2013~~meet ~~compared~~its toobligations ~~$64,562~~as inthey ~~2012~~become payable. ~~Non-cash~~Even ~~expenses~~with ~~relating~~production toform ~~depletion~~its ~~and~~Leaman ~~accretion~~assets ~~decreased~~it tois ~~$3,732~~expected ~~for~~that ~~the~~losses ~~six~~will ~~months~~continue ~~ended~~in ~~February~~the ~~28,~~future ~~2013~~until ~~compared~~additional toproducing ~~$13,269~~assets ~~for~~can ~~the~~either ~~six~~be ~~months~~developed ~~ended~~or ~~February~~acquired ~~28,~~by ~~2012~~the Company. InThe ~~the~~Company ~~current~~expects ~~period~~that weit ~~incurred~~will ~~inflows~~need ~~from~~approximately ~~the~~$61,000 ~~increase~~to infund ~~accounts~~its ~~payable~~operations ~~and~~during ~~accrued~~the ~~liabilities~~next oftwelve ~~$936~~months ~~while~~which inwill ~~2012~~include ~~there~~minimum ~~was~~annual aproperty ~~cash~~lease ~~outflow~~payments ofas ~~$12,777~~well ~~from~~as ~~changes~~the incosts ~~accounts~~associated ~~payable~~with ~~and~~maintaining ~~accrued~~an ~~liabilities~~office. ~~Also~~ ~~reducing~~Current ~~the~~cash ~~impact~~available ofis ~~the~~not ~~decreased~~sufficient ~~loss~~to ~~was~~fund anthe ~~inflow~~Company’s ~~from~~operations ~~changes~~for inthe ~~accounts~~next ~~receivable~~twelve ofmonths. Management ~~$2,772~~may inseek ~~2013~~additional ~~while~~capital ~~there~~through ~~was~~a anprivate ~~inflow~~placement and public offering of ~~$16,709~~its incommon ~~2012~~stock. ~~Cash~~Although ~~flows~~there ~~from~~are ~~financing~~no ~~activities~~assurances ~~were~~that $0management’s ~~for~~plans ~~both~~will be realized, management believes that the ~~six~~Company ~~months~~will ~~ended~~be ~~February~~able ~~28,~~to ~~2013~~continue ~~and~~operations ~~2012~~in the future. ~~Investing~~Accordingly, ~~activities~~no ~~consisted~~adjustment ofrelating to the ~~acquisition~~recoverability and classification of ~~oil~~recorded ~~and~~asset ~~gas~~amounts ~~property~~and ~~interests~~the classification of ~~$15,556~~liabilities ~~and~~has ~~$18,402~~been ~~respectively~~made ~~for~~to the ~~six~~accompanying ~~months~~financial ~~ended~~statements ~~February~~in ~~28,~~anticipation ~~2013~~of ~~and~~the ~~2012~~Company not being able to continue as a going concern.

The Company's ability to continue as a going concern is dependent on its ability to develop its oil and gas properties and ultimately achieve profitable operations and to generate sufficient cash flow from financing and operations to meet its obligations as they become payable. Even with production form its Leaman assets it is expected that losses will continue in the future until additional producing assets can either be developed or acquired by the Company. The Company expects that it will need approximately $76,000 to fund its operations during the next twelve months which will include minimum annual property lease payments as well as the costs associated with maintaining an office. Current cash available is not sufficient to fund the Company’s operations for the next twelve months. Management may seek additional capital through a private placement and public offering of its common stock. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future. Accordingly, no adjustment relating to the recoverability and classification of recorded asset amounts and the classification of liabilities has been made to the accompanying financial statements in anticipation of the Company not being able to continue as a going concern.

Going Concern Consideration

As shown in the accompanying financial statements, the Company has incurred a net loss of $~~518~~528,~~439~~616 for the period from June 5, 2008 (inception) to ~~February~~May 2831, 2013. Current cash on hand is not sufficient for all of the Company’s commitments for the next 12 months. In order to further explore and develop our properties, additional funding will be required. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations. Management may seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

There is substantial doubt about our ability to continue as a going concern. Accordingly, our independent auditors included an explanatory paragraph in their report on the August 31, 2012 financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Smaller reporting companies are not required to provide the information required by this Item.

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Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of ~~February~~May 2831, 2013. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter 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

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors

Smaller reporting companies are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other information

None.

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Item 6. Exhibits

Exhibit 31 - Certification of Principal Executive and Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32 – Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

2021

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.

Date: ~~April~~July 1215, 2013 TITAN OIL & GAS, INC. By: /s/ Michal Gnitecki Michal Gnitecki President, Chief Executive, Officer, Secretary and Treasurer (Principal Executive, Financial, and Accounting Officer)

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