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.
On March 25, 2021 the company engaged Briggs & Veselka Co. (also its auditor from 2017) to audit its financial statements for 2020 and 2019 so it can file a Form 10 or S-1 registration with the SEC. The press release links this to a $4,000,000 equity placement agreement with GHS Investments, LLC, which requires a Form 10 registration. This continues the long-planned registration thread; no registration has been filed yet.
9 Oct 2020asset acquisition disposition● NeutralMajor
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.
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.
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.
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.
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.
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.
The company engaged Briggs & Veselka Co. as its principal accountants effective February 6, 2017, approved by the board. The filing does not name the prior auditor or give a reason for the change.
TURNER VALLEY OIL & GAS INC President/CEO Stephen Craig Helm received 3,000,000 shares as an equity award and bought 6,250,000 shares on the open market.
After a gap of over a decade in this record, the company, now based in Houston with Steve Helm as CEO, reports a consulting agreement dated December 11, 2016 with Jordan Balencic's firm to serve on its new Advisory Board. Payment is 1,000,000 restricted common shares valued at $0.01 per share ($10,000) for a three-month term, which issues new shares to an outside consultant (the agreement also states it remains effective six months).
6 Oct 2005asset acquisition disposition● NeutralMajor
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.
This amends the February 2004 auditor-change report. It states the old auditor's reports in the past two years had no adverse opinion and there were no disagreements, and attaches Chisholm & Associates' letter agreeing with the disclosure and confirming it neither resigned nor declined to stand for election.
The board dismissed its auditor Chisholm and Associates effective February 9, 2004, and appointed Chisholm, Bierwolf and Nilson, LLC to audit the year ended December 31, 2003. The filing says the change was due to Chisholm & Associates merging with Bierwolf and Nilson, so it is the same audit practice under a new name.
