Current Report Filing (8-k)
15 3월 2019 - 6:29AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
pursuant
to Section 13 or 15(d) of The Securities Act of 1934
Date of Report
(Date of earliest event reported): 03/14/19
Turner
Valley Oil & Gas, Inc.
(Exact name
of Registrant as specified in its charter)
Commission
File Number: 0-30891
Nevada
|
|
91-1980526
|
(Jurisdiction
of Incorporation)
|
|
(I.R.S. Employer
Identification No.)
|
1600
West Loop South, Suite 600, Houston, Texas 77027
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code:
1-713-588-9453
INTRODUCTION
This Registrant (Reporting Company)
has elected to refer to itself, whenever possible, by normal English pronouns, such as "We", "Us" and "Our".
This Form 8-K may contain forward-looking statements. Such statements include statements concerning plans, objectives, goals,
strategies, future events, results or performances, and underlying assumptions that are not statements of historical fact. This
document and any other written or oral statements made by us or on our behalf may include forward-looking statements which reflect
our current views, with respect to future events or results and future financial performance. Certain words indicate forward-looking
statements, words like "believe", "expect", "anticipate", "intends", "estimates",
"forecast", "projects", and similar expressions.
Item 1.01. Entry
into a Material Definitive Agreement
Turner has entered into
a binding Purchase and Sale Agreement with Vision Services LLC D.B.A American Paving and Visco Paving to acquire all of its assets.
1. PURCHASE
AND SALE
1.1 Subject
to the terms of this Agreement, the Buyer agrees to purchase all of the Seller’s assets including but not limited to equipment,
brand, contracts, customer databases, 2018 1099 forms for all contractors and account receivables, as set forth in the attached
Exhibit A.
1.2 At
the Closing (as defined below), as consideration for the purchase of Seller’s assets, the Buyer shall issue and deliver
to the Seller:
|
(a)
|
$8,500.00
in cash as a downpayment after the execution of this agreement. These funds shall be
applied to the total purchase and refunded if the Seller does not complete the transaction.
|
|
(b)
|
$129,000.00
cash upon the conditions of this agreement being met.
|
|
(c)
|
$112,500.00
Series B Preferred Stock of Buyer’s company.
|
|
(i)
|
The
Series B Preferred Stock shall be calculated at 112,500.00 shares priced at $1 which
is converted to Common Stock of the Buyer at 100 to 1 (One Hundred to One).
|
|
(d)
|
the
Buyer shall, after the Closing, submit for shareholder approval resolutions that establish
the following rights and restrictions of shares of the Buyer’s preferred stock:
|
|
(i)
|
conversion
rights to shares of the Buyer’s Preferred Stock at a One Hundred (100) to one (1)
ratio;
|
|
(ii)
|
voting
rights for each share of the Buyer’s Preferred Stock equivalent to twenty (100)
shares of the Buyer’s common stock; and
|
|
(iii)
|
no
dividend or liquidation rights.
|
|
(iv)
|
any
forward or reverse splits in the future shall affect these shares and the respective
rights proportionately.
|
2. CLOSING
2.1 The
closing of the transactions contemplated by this Agreement (the “
Closing
”) shall occur within forty-five (45)
days once Agreement is executed by the parties hereto and the following conditions have been met, or longer if they have not been
met within this timeline or as otherwise mutually agreed to in writing,
2.2 As
a prerequisite of the closing,
(a) the Seller must provide
a detailed list of assets that a third-party professional can evaluate and provide an in depth professional appraisal on the
condition and value of all equipment assets.
(b) the Seller will
provide a list of all jobs completed in the last six (6) months, all current projects being completed, and all future jobs
currently under formal obligation and/or commitment.
(c) the Seller will provide
a list and documentation of all invoices for 2018 and through document execution.
The full agreement is
viewable on Turner’s corporate website here:
https://tvoginc.com/wp-content/uploads/2019/03/TVOG-VIsco-Paving-Final-PSA-Fully-Executed-03-06-19.pdf
Item
7.01. Regulation FD Disclosure.
The
Company intends to issue a press release on 03/15/19 to provide investors with updates regarding this acquisition. The update
is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
99.1
|
|
Press release planned to issue
by the Company on 03/15/19
|
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, this Form 8-K has been signed below by the following person(s) on behalf of the Registrant
and in the capacity and on the date indicated.
Dated: 03/14/19
Turner
Valley Oil and Gas, Inc.
By:
/s/
Steve Helm
Steve Helm,
President/CEO/Director
Turner Valley Oil and Gas (CE) (USOTC:TVOG)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Turner Valley Oil and Gas (CE) (USOTC:TVOG)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024