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): 04-15-22
| 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.) |
5900 Balcones Drive, Suite 4503, Austin,TX 78731
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 1-352-561-8896
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.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On Wednesday, April 6, 2022, Turner Valley Oil & Gas, Inc. D.B.A Turner Venture Group, Inc. (the “Company”), entered into and closed a Purchase of Sale Agreement (the “Purchase Agreement”) with Herban Healing, LLC (“Herban”). The Purchase Agreement provides for the purchase of some of Herban’s units by the Company pursuant to certain terms and conditions.
Full Purchase and Sale Agreement available here:
https://www.otcmarkets.com/stock/TVOG/disclosure
There was no material relationship between Herban and the Company or any of the Company’s affiliates, directors, or officers, or any associate of the Company’s directors or officers.
The description of the Purchase Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which has been filed with the OTC Markets. This summary is not intended to modify or supplement any factual disclosures about the Company, and should not be relied upon as disclosure about the Company without consideration of the periodic and current reports and statements that the Company files with the SEC. The terms of the Purchase Agreement govern the contractual rights and relationships between, and allocate risks among, the parties thereto in relation to the transactions contemplated thereby. In particular, the representations and warranties made by the parties to each other in the Purchase Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including subsequent events, information included in public filings, disclosures made during negotiations among the parties, correspondence between the parties and disclosure schedules to the Purchase Agreement. Accordingly, such representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and should not be relied upon as statements of fact.
Item 7.01. Regulation FD Disclosure.
On Monday, April 18, 2022, the Company plans to issue a press release announcing the acquisition. The full text of the press release, dated April 18, 2022 is attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein. The information in this Item 7.01 and in Exhibit 99 to this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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The information in this report and the exhibit hereto may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements are made based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the last paragraph of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Directors or Certain Officers
On January 1st, 2022 James Smith stepped down as Interim Chief Executive Officer of Turner Venture Group, Inc. (the “Company”) effective as of January 1, 2022.
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 1st, 2022, the Board appointed Jordan P. Balencic, D.O., age 35, as Chairman and Chief Executive Officer of the Company. These appointments are effective as of January 1, 2022.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
| Description |
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| Press Release Issued by the Company on April 18, 2022 Announcing Acquisition |
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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.
| Turner Valley Oil & Gas, Inc. D.B.A. Turner Venture Group, Inc. | |||
| Dated: 04/15/2022 | By: | /s/ Jordan Balencic, D.O. | |
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| Jordan Balencic, | |
| D.O. - Chairman & CEO | |||
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EXHIBIT 99.1
Turner Venture Group Announces Acquisition of Herban Healing, LLC
Austin, Texas - April 18, 2022 -- Press Announcement -- Turner Valley Oil and Gas, Inc. (the “Company”) (“Turner”) (OTC: TVOG), now doing business as Turner Venture Group, Inc., announced that the Company has completed the acquisition of Herban Healing LLC (“Herban” or “Herban Healing”), a privately-owned, fully integrated CBD company in the United States. Herban Healing produces and sells over 100 premium SKUs across their robust e-commerce and marketing platform and through 3 unique retail stores across the Greater Houston area.
Highlights:
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| · | Turner’s second acquisition is now complete |
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| · | Grand opening of Herban Healing 3rd store to be announced soon |
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| · | The Company is now revenue generating |
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| · | Turner intends to invest up to $150,000 into Herban Healing LLC to fuel growth and expansion of new stores |
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| · | Deal brings industry expertise into join management |
This is Turner’s second acquisition within the hemp and wellness segment following Bloomi Labs LLC previously announced. As detailed in our venture holding company model we are bolting on companies with strong growth potential that integrate well with each other giving Turner competitive advantages to streamline supply chain and improve the customer experience. This acquisition brings with it new management appointments to be announced in subsequent releases as well as financial history and forecasts.
Full Purchase and Sale Agreement available here:
https://www.otcmarkets.com/stock/TVOG/disclosure
Based in Houston Texas, Herban Healing produces an award-winning lineup of health and wellness products using hemp-derived CBD across a variety of consumer categories such as oils, topicals, tinctures, coffees and teas, ingestibles, and personal care and pet products containing 0% THC. Additionally, Herban Healing provides B2B manufacturing services for a variety of partners. Herban Healing holds a deep commitment to quality control and consumer transparency, and is advantaged by an experienced leadership team from the US medical cannabis industry, a growing distribution network consisting of 3 retail stores and a robust e-commerce and marketing platform.
| Shop online or visit a location: | https://herban-healing.com/ |
| Herban Healing Facebook: | https://www.facebook.com/HerbanHealingHH/ |
| Herban Healing Instagram: | https://www.instagram.com/herban_healing_ |
Dr. Jordan Balencic, Chairman and CEO, said: “We are very pleased to announce our first acquisition of 2022, which allows the Company to expand into the lucrative federally legal hemp and CBD wellness space. Herban Healing is building a trusted and leading CBD health and wellness brand with exceptional products and an established manufacturing and distribution platform. The acquisition of Herban represents only the first step in our acquisition strategy as we expect to continue to unlock shareholder value by acquiring equity interests in other innovative brands and companies focused on healthier living and sustainability.”
Retail Locations
Since hemp / CBD became federally legal in 2018, Herban Healing has expanded to 3 retail locations in the greater Houston marketplace. The third location is about to open and details about the grand opening will be announced soon. Herban Healing’s retail locations have allowed them to establish repeat business, brand identity, product trials and gross profitability. Herban Healing has established a credit card merchant account and an operating account for this business through a local federally insured community bank.
These locations have served as case studies to model the potential for expansion by management to plan to expand up to 10 locations within the near term, subject to financing and strategic direction. This footprint will drive sales and profits but also helps establish a strong retail presence in the event of future reform leading to new product opportunities.
Product Production & Development
Herban Healing is a seed to shelf integrated manufacturer and distributor of its complete product line. All products are manufactured in the USA with America made ingredients. Herban Healing has developed over 100 products which have passed testing via certificate of analysis (“COA”) and other required regulatory steps to be able to sell in all 50 states. These products include tinctures, pain relievers, flowers, lotions, bath salts, edibles, drinks and various other products that include their own recipe of CBD or other compounds.
Hospice Trials (WholeSale)
It is exciting to include Herban Healing has started a trial with a major hospice provider which upon conclusion of its trials, may look to expand its own brand of hemp, CBD and related products as a wholesale / white label operation. The intention by this group is to offer alternative CBD supplements to its patients as an alternative to traditional pharmaceutical treatments.
Growth Plans
Herban Healing desires to expand the business through a multi pronged approach. This includes establishing wholesale distributors, expanded e-commerce efforts,white label customer programs, and additional retail locations. Management strongly believes that sales can be accelerated cost effectively by offering whole distribution opportunities with existing retail outlets and similar industry product distributors. These industries not only include current CBD outlets but also cosmetic, medical and wellness products. There are also opportunities in the physical therapy sector.
About Turner Valley Oil and Gas, Inc.
Turner Venture Group (OTC:TVOG) is a public Venture Holding Company that acquires equity interests in innovative brands and companies focused on healthier living and sustainability. The Company is focused on building shareholder value through pursuing opportunities in food & beverage, hemp & CBD, household products, personal care, and consumer health technology with potential applications of blockchain and NFTs (non-fungible tokens). Turner’s first acquisition of Bloomi Labs, LLC includes unique CBD Hand Sanitizer products manufactured domestically. The Company’s second acquisition, Herban Healing, LLC includes an established CBD / Hemp Operator with 3 existing retail stores and an e-commerce sales presence.
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Disclosures
Certain statements in this press release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.
None of the statements in this announcement or via any web sites linked herein have been evaluated by the FDA. Furthermore, none of the statements in this announcement or any web sites linked herein should be construed as dispensing medical advice or making claims regarding the cure of diseases. You should consult a licensed health care professional before starting any supplement, dietary, or exercise program, especially if you are pregnant or have any pre-existing injuries or medical conditions. These statements have not been evaluated by the Food and Drug Administration. These products are not intended to diagnose, treat, cure, or prevent any diseases.
| Read full disclaimer here: | https://TVOGinc.com/contactus/disclaimer/ |
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| OTCMarkets Profile: | http://www.otcmarkets.com/stock/TVOG/profile |
| Corporate Website: | http://TVOGInc.com | http://BloomiClean.com |
| Twitter: | http://twitter.com/tvoginc | http://twitter.com/BloomiClean |
| Facebook: | https://www.facebook.com/TVOGinc/ |
| LinkedIn: | https://www.linkedin.com/company/TVOGinc/ |
Contacts:
Dr. Jordan Balencic
Turner Valley Oil And Gas, Inc.
Address: 5900 Balcones Drive, Suite 4503, Austin,TX 78731
Phone: 1-352-561-8896
Email: TurnerVentureGroupInc@gmail.com or
SOURCE: Turner Valley Oil and Gas, Inc.
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