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): 0102/1413/19

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 ~~entered~~ entered into an acquisition agreement with ~~American Sealcoating / Visco Paving D.B.A Vision Services LLC~~ (“American”) with terms as follows:

1. Trade:

To1.1. ~~that~~APC ~~end,~~shall ~~Turner~~have ~~Valley~~a ~~Oil~~closing ~~& Gas,~~valuation ~~Inc~~of $2,500,000.00 ~~proposes~~upon ~~the~~closing ~~following~~estimated ~~acquisition~~to ~~transaction~~be ~~and~~approximately ~~financial~~5x ~~considerations~~EBITDA totrailing ~~American:~~twelve months 2019.

1.12. ~~The~~TVOG ~~agreement~~will asissue ~~summarized~~Preferred ~~herein~~Stock isof ~~valid~~the toTVOG befor ~~signed~~50% and ~~approved~~cash byand ~~the~~debt ~~seller~~assumed ~~till~~for ~~Friday~~50% ~~November~~to ~~23rd,~~APC ~~2018~~in ~~Midnight~~exchange ~~time~~for ~~CST.~~100% Ifof ~~not~~the ~~approved~~equity byof ~~then~~O&S Builders, itInc., ~~will~~and ~~need~~OSET, ~~to be revised by the buyer again~~LLC..

1.23. ~~The~~Preferred ~~buyer~~Stock ~~will~~shall ~~provide~~be ainitially ~~period~~valued ofat ~~exclusivity to~~ the ~~seller~~estimated toValuation ~~close~~herein ~~the deal which will continue till the established closing date when PSA (Purchasing and Sales Agreement) is signed. The seller will not negotiate~~ or ~~speak to other parties during this period~~$1,250,000.00.

1.34. ~~Transaction~~TVOG ~~Asset~~shall ~~Purchase~~pay ~~Agreement~~off ~~which~~all ~~implies~~SBA ~~that~~loans ~~American~~equal ~~will~~to ~~continue~~approximately to$500,000.00 ~~operate~~at ~~like~~closing itor ~~does~~alternatively ~~once~~adjust ~~transferred~~the cash portion of the purchase by the same amount TVOG decides to ~~NewCo~~assume or refinance the debts. Any other outstanding debt will be paid from the remaining balance of the $500,000.00 should any exist.

1.45. ~~Turner~~The ~~Valley~~Preferred ~~Oil~~Stock &shall ~~Gas, Inc. will establish “NewCo” name to~~ be ~~determined~~convertible to ~~transfer~~common ~~assets~~stock ~~into~~at ~~which~~a ~~Turner~~fixed ~~Valley~~price ~~Oil~~per &share ~~Gas,~~of ~~Inc~~$0.01 ~~will~~and ~~acquire~~have ~~assets~~a ~~into,~~2.5% ~~sale~~yield ~~subject~~payable toin ~~tax~~cash ~~review~~or byin ~~both~~kind ~~parties~~every ~~and~~12 ~~unforeseen~~months ~~liability~~after ~~protection~~effective date.

1.56. The ~~assets~~Preferred ~~and~~Stock ~~all~~conversion price shall be guaranteed for 12 months, whereas a lower price per share at the ~~business~~end ~~components~~of the period for an average of ~~American~~the ~~will~~last be10 ~~sold~~trading ~~free~~days of ~~any~~the ~~liabilities~~period shall result in a one-time lowering of the conversion price to that average. For discussion purposes only, the following numbers would be calculated as allocated between Cash, Debt Assumed (or paid off) and Equity Retained; at closing .

1.67. ~~American~~APC ~~must~~will behave ~~able~~a toone betime ~~audited.~~option ~~Internal~~at ~~accounting~~closing,to ~~for~~retain ~~any~~additional ~~data~~Preferred isStock ~~responsibility~~in instead of ~~American~~the $750,000.00 ~~All~~paid ~~audit~~at ~~costs~~closing ~~are~~for ~~responsibility~~all ofor ~~Turner Valley Oil & Gas, Inc~~part..

1.7. Employment agreements for the current owners will be negotiated at a compensation and benefits level, based on fair value market rates.

		%
Cash	$750,000.00	30%
Debt Assumed	$500,000.00	20%
Equity Retained	$1,250,000.00	50%
Total	$2,500,000.00	100%

2. Acquisition and Capital Structure:

2.1.8. ~~Turner~~The ~~Valley~~MOA ~~Oil~~as &summarized ~~Gas,~~herein ~~Inc. believes that there~~ is avalid ~~lot~~to ofbe ~~room~~signed ~~for~~and ~~business~~approved ~~expansion~~by ~~with~~ the ~~existing~~seller ~~infrastructure~~until ~~however~~Friday, ~~Turner~~February ~~Valley~~15, ~~Oil~~2019 &Midnight ~~Gas,~~time ~~Inc~~CST. ~~also~~If ~~plans~~not toapproved ~~provide~~by ~~capital~~then, ~~for~~it ~~company~~will ~~expansion~~need asto ~~per~~be arevised ~~mutually~~by ~~agreeable~~the ~~strategy~~buyer again.

2.12. ~~Turner~~APC ~~Valley~~will ~~Oil~~provide &a ~~Gas,~~period ~~Inc.~~of ~~will~~exclusivity ~~provide~~to ~~capital~~TVOG to ~~grow~~close the ~~business~~deal aswhich ~~outlined~~will incontinue auntil ~~detailed~~the ~~use~~established ofclosing ~~proceeds~~date when PSA (Purchasing and ~~business~~Sales ~~plan~~Agreement) ~~organized~~is bysigned. ~~input~~APC ~~from~~will ~~American~~not ~~and~~negotiate ~~approved~~or byspeak ~~Turner~~to ~~Valley~~other ~~Oil~~parties &during ~~Gas,~~this ~~Inc~~period..

2.23. ~~Turner~~TVOG ~~Valley~~will ~~Oil~~acquire &APC ~~Gas,~~as ~~Inc.~~per the terms herein as a wholly-owned subsidiary in which APC will ~~invest~~continue ~~$50,000~~to ~~into~~operate ~~American~~as ~~over~~is ~~12-24~~and ~~months~~under the current brand for a minimum period of one (1) year.

2.34. AsTVOG ~~results~~proposed ~~are~~a ~~reflected~~stock insale ~~line~~versus ~~with~~asset ~~the~~sale ~~forecasts~~subject anto ~~additional~~tax ~~$50,000~~review ~~will~~by beboth ~~invested~~parties ~~into~~and ~~growth~~unforeseen liability protection.

2.45. ~~Such~~The ~~capital~~Accounts ~~expenditures~~Receivable and Payable will gobe ~~toward~~retained ~~additional~~as ~~equipment,~~per ~~expansion~~the offinancial ~~staff,~~statements ~~marketing~~at ~~and~~the ~~development~~time of the closing date..

2.56. ~~Turner~~APC ~~Valley~~shall ~~Oil~~have &Long-Term ~~Gas,~~Liabilities ~~Inc.~~notes ~~management~~approximating ~~takes~~to ~~over~~$723,643.46 ~~responsibilities~~for ofO&S ~~back office~~Builders, ~~day~~Inc toand ~~day~~$85,880.11 ~~operations~~for OSET, ~~some~~LLC ~~sales~~as ~~and~~of ~~development~~December 31, 2018.

2.67. ~~Current~~TVOG ~~management~~will ~~person(s)~~retain ~~stays~~current onWorking toCapital ~~focus~~which onwill ~~“boots~~be oncalculated ~~the~~using ~~ground”~~a ~~work~~seasonally ~~until~~adjusted ~~employee~~trailing ~~can~~average befor ~~hired~~the last 12 months period prior to ~~handle~~close. itTVOG ~~and~~acknowledges ~~focuses~~that ~~the~~APC ~~rest~~has, ofhistorically, maintained a large asset balance in the ~~time~~business onthat ~~growth~~was ~~and~~not ~~expansion~~related to working capital needs.

3. Investment & Growth Plan:

23.71. ~~Current~~TVOG ~~management~~will ~~person(s)~~invest ~~works~~up ~~part-time~~ to ~~start~~$500,000.00 orinto APC for capital equipment discussed, as ~~required~~necessary, after closing to ~~maintain~~handle ~~current~~work upcoming in 2019 through a mutually agreeable, detailed use of proceeds and business ~~run-rate~~plan.

3.2.8. ~~Current~~As ~~management~~results ~~person(s)~~are ~~performance~~reflected ~~evaluation~~in ~~every~~line 6with ~~months~~the ~~where~~forecasts, ~~additional~~TVOG ~~compensation~~anticipates ~~will~~making bean ~~negotiated~~additional asinvestment ~~outlined~~for inan ~~detailed~~amount ~~forecasts~~to ~~and~~be ~~as more hours are required~~determined.

3.13. ~~Numbers~~Such ~~are~~capital ~~used~~expenditures ~~for~~will ~~discussion~~go ~~purposes~~toward ~~only~~additional ~~combining~~equipment, ~~equity~~expansion ~~and~~of ~~debt~~staff, ~~capital~~marketing toand ~~pay~~development ~~cash~~or atas ~~closing~~TVOG toExecutive ~~sellers~~Leadership ~~and~~deems ~~provide growth capital~~necessary.

Structure		%
Cash At Closing	$137,500.00	55%
Equity Retained	$112,500.00	45%
Total	$250,000.00	100%

3.4.

TVOG management will, at the appropriate time, take over responsibilities for non-customer facing back office work. Where both efficient and practical, certain day to day operations, and some sales and development work may be transferred to a TVOG managed office to consolidate efforts from multiple locations.

43.15. ~~These~~Current ~~are~~management ~~subject~~person(s) tostays ~~finalize~~on ~~valuation,~~to ~~structure~~manage ofall ~~deal~~day-to-day ~~and~~operations, ~~for~~including ~~discussion~~sales, ~~purposes~~marketing ~~only~~ and ~~available for counter proposal~~administration.

43.26. ToCurrent ~~American~~management ~~Group:~~person(s) works full-time or as required to maintain current business run-rate and to meet forecasted growth expectations as established by TVOG.

43.27.1. ~~Paid~~APC management shall have an opportunity, at ~~closing~~a later date when determined not to ~~owner's:~~be ~~$137~~detrimental to the continuing operations of APC,~~500~~ to participate in Management Preferred Stock and expand roles into TVOG leadership whereas earn-in and back-in stock and cash compensation shall be available.~~00.~~

4. Summary Terms:

4.21.2. ~~Equity~~These ~~(rolled-in)~~are ~~contributed~~subject ~~$112,500.00~~to orfinalize ~~45%~~valuation, structure of ~~the~~deal ~~purchase~~and ~~price~~for discussion purposes only and available for counter proposal.

4.2.3. ~~Expansion~~To ~~capital~~APC ~~of $50,000.00 is invested into business over time.~~Group:

~~Item 7~~4.012.1. ~~Regulation~~Preferred FDStock ~~Disclosure~~valued at $1,250,000.00 to the 50%.

~~The~~4.2.2. ~~Company~~Paid ~~intends~~in cash to ~~issue~~pay aoff ~~press~~approximately ~~release~~$500,000.00 onin ~~01/15/19~~APC todebt ~~provide~~or ~~investors~~if ~~with~~assumed ~~updates regarding~~valuation ~~this~~adjusted ~~acquisition.~~for ~~The~~the ~~update~~same isamount ~~furnished~~equal ~~herewith~~to as20% ~~Exhibit~~of ~~99.1~~the ~~and is incorporated herein by reference~~valuation.

~~Item 9~~4.012.3. ~~Financial~~Paid ~~Statements~~in ~~and~~cash ~~Exhibits~~unless option is exercised in all or in part, to retain additional Preferred Stock at time of closing for face value of up to $750,000.00.

4.2.4. Current management person(ds) ~~Exhibits~~ will receive a W-2 salary amount of $175,000. 00 a year for 3 years. Management for APC are identified as:

Exhibit No.		Description
99.1		Press release planned to issue by the Company on 01/15/19

4.2.4.1.

William O’Connor

~~SIGNATURES~~4.2.4.2. Jereme Sonnenfeld

~~Pursuant~~4.2.5. toExpansion ~~the~~capital ~~requirements~~ of ~~the Securities Exchange Act of 1934~~$500,000.00+ ~~this~~is ~~Form~~to ~~8-K~~be ~~has~~invested ~~been~~into ~~signed below by~~ the ~~following person(s) on behalf of the Registrant and in the capacity and on the date indicated~~business.

~~Dated:~~ Item 7.01~~/14/19~~. Regulation FD Disclosure.

~~Turner~~The ~~Valley~~Company ~~Oil~~intends to issue a press release on 02/14/19 to provide investors with updates regarding this acquisition. The update is furnished herewith as Exhibit 99.1 and ~~Gas,~~is ~~Inc~~incorporated herein by reference.

~~By: /s/~~Item ~~Steve~~9.01 ~~Helm~~Financial Statements and Exhibits

~~Steve Helm,~~(d) ~~President/CEO/Director~~Exhibits.

Exhibit No.		Description
99.1		Press release planned to issue by the Company on 02/14/19

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: 02/13/19

Turner Valley Oil and Gas, Inc.

By: /s/ Steve Helm

Steve Helm, President/CEO/Director

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