TURNER VALLEY OIL & GAS INC (TVOG) company history: the story so far

History

A small oil and gas company turned holding company announced many deals from 2017 onward, then settled on CBD and consumer products, buying Bloomi Labs in 2020 and part of Herban Healing in 2022.

2005-2013: Oil and gas beginnings

Turner Valley Oil & Gas began as an oil and gas company. In September 2005 its Canadian subsidiary agreed with Odin Capital to pay 3% of the costs of a test well in Alberta, targeting the Leduc formation. In return it would earn small interests of 1.5%, 1.2% and 0.966% in specified lands, with about C$190,483 of costs expected to be advanced.

To pay for this, the company sold 175,000 of its roughly 1,225,303 Win Energy shares in October 2005 at C$1.75 each. Its board also authorised selling more, down to a holding of 1,000,000 shares. The record does not say how the well turned out. After that the record is quiet until November 2013, when the company deregistered its securities and so no longer had to file reports with the SEC.

2017-2019: A holding company of many deals

In March 2017 the company announced an agreement to acquire assets of an unnamed international bitumen tanker shipping company. The press release described five tankers valued at about $28 million, to be paid for in preferred shares, and it described a planned name change to Turner Venture Group. The deal depended on audits and SEC filings, and the record does not show it finishing.

The record then goes quiet until early 2019, when several deals were announced. In January came discussion terms for a South Carolina paving business, Visco Paving, at $250,000 in total. In February came non-final terms for Houston firm American Parking Control at a $2,500,000 valuation, largely paid in preferred stock. In March the company agreed to buy Ark Capital Holdings for its preferred stock, and it signed a binding agreement for the Visco Paving assets: $8,500 down, $129,000 more in cash on conditions being met, and $112,500 of Series B Preferred Stock. None of these was shown as completed.

2020-2022: Turning to CBD

In October 2020 the company, now trading as Turner Venture Group, bought 100% of Bloomi Labs, a CBD hand sanitizer maker, for 3,000,000 common shares valued at $15,000. The filing did not mention the 2019 infrastructure deals, so their status remains unknown.

On April 6, 2022 the company signed and closed an agreement to buy some of the units of Herban Healing, a Houston-area CBD company with three retail stores (one about to open) and an online business. The press release called it the second acquisition and said the company was now generating revenue. No price or stake size was given, and the company said it intended to invest up to $150,000 in Herban. The company also reported that Jordan Balencic, D.O., had become Chairman and CEO on January 1, 2022, replacing interim CEO James Smith.

Written from the 9 story beats below (2005 to 15 Apr 2022), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2022

15 Apr
The company says that on April 6, 2022 it signed and closed an agreement to buy some of the units of Herban Healing, LLC, a Houston-area CBD company with 3 retail stores (one about to open) and an e-commerce business; the press release calls this its second acquisition after Bloomi Labs (October 2020) and says the company is now revenue generating. The filing gives no price or share of Herban acquired (the 8-K says 'some of' its units; the press release says the acquisition is complete), and says the company intends to invest up to $150,000 in Herban. It also reports that James Smith stepped down as interim CEO on January 1, 2022 and Jordan Balencic, D.O. (the 2016-17 advisory board consultant) became Chairman and CEO that day, which was reported over three months later.
asset acquisition disposition

2020

9 Oct
On October 7, 2020 the company, now doing business as Turner Venture Group and led by CEO James B. Smith from Kerrville, Texas, agreed to buy 100% of Bloomi Labs LLC, a CBD hand sanitizer product company, for 3,000,000 common shares (valued at $15,000, or $0.005 each). The filing says closing occurs on signing, and the press release calls it completed. The filing does not mention the 2019 infrastructure deals (Tennessee, South Carolina, Houston paving, Ark Capital) or the bitumen tanker deal, so their status remains unknown; the strategy now described is health, wellness and sanitation alongside infrastructure.
asset acquisition disposition

2019

14 Mar
On March 14, 2019 the company disclosed a binding purchase agreement (dated March 6, 2019) to buy all assets of Vision Services LLC (American Paving / Visco Paving, Columbia, SC), turning the earlier non-final discussion terms into a signed deal. Consideration is $8,500 cash down, $129,000 cash on conditions being met, and $112,500 of Series B Preferred Stock, with closing due within 45 days after conditions such as an equipment appraisal are met. It is not yet closed.
material agreement
5 Mar
On March 5, 2019 the company disclosed an agreement to acquire Ark Capital Holdings, LLC, an infrastructure-focused financial services firm, in exchange for the company's preferred stock (the press release calls it a 100% stock-for-stock exchange). Ark would stay a wholly owned subsidiary until a spin-out or outside capital raise, after which the filing sets a 25% / 75% split between the company and Ark, and a $10,000,000 equity raise for Ark is planned. The filing gives no closing date or preferred-stock amount.
material agreement
13 Feb
On February 13, 2019 the company disclosed discussion terms to buy American Parking Control (O&S Builders, Inc. and OSET, LLC), a Houston construction firm, at a $2,500,000 valuation: $1,250,000 in preferred stock, about $500,000 of debt paid off or assumed, and $750,000 in cash (which the seller could swap for more preferred stock). The preferred stock would convert to common at $0.01 per share with a 2.5% yield. The terms are stated as non-final, the seller had until February 15, 2019 to approve them, and the press release calls it the third acquisition agreement, adding to the Tennessee and South Carolina deals already in progress. Closing is conditional on an audit, a business plan and other steps, so this is not yet completed.
material agreement
14 Jan
On January 14, 2019 the company disclosed an acquisition agreement with American Sealcoating / Visco Paving (Vision Services LLC), a South Carolina paving business. The discussion terms total $250,000: $137,500 cash at closing and $112,500 (45%) rolled-in equity, plus $50,000 of growth capital over 12-24 months, and the filing says the terms are for discussion only and subject to change. The press release calls it the second acquisition and says an earlier Tennessee asphalt contractor deal is in its final stages; the 2017 bitumen tanker deal is not mentioned, so its status is unknown.
material agreement

2017

14 Mar
On March 14, 2017 the company announced an agreement to acquire assets of an unnamed international bitumen tanker shipping company, which would become a wholly owned subsidiary. The press release describes five tankers valued at about $28 million, paid for in preferred shares, and completion depends on audits and SEC filings, so the deal is not yet done. The press release also describes the company as pending a name change to Turner Venture Group and as a holding company moving beyond its energy past.
material agreement

2013

18 Nov
TURNER VALLEY OIL & GAS INC deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice

2005

6 Oct
On September 23, 2005 the company's Canadian subsidiary agreed with Odin Capital to pay 3% of the costs of a Leduc formation test well on Section 9, Township 38, Range 9 W5M, Alberta. In return it would earn interests of 1.5% (below the Mannville), 1.2% and 0.966% in specified lands, with about C$190,483 of costs expected to be advanced. To fund this, around October 5, 2005 it sold 175,000 of its roughly 1,225,303 Win Energy shares for cash at C$1.75 per share (with an option for buyers to take extra shares until March 3, 2006), and the board authorised selling more to bring its holding down to 1,000,000 shares.
asset acquisition disposition