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): 03/0514/19

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 anbinding ~~acquisition agreement~~Purchase ~~with~~and ~~Ark~~Sale ~~Capital~~Agreement ~~Holdings,~~with Vision Services LLC ~~(“Ark”)~~D.B.A ~~with~~American ~~terms~~Paving asand ~~follows:~~Visco Paving to acquire all of its assets.

~~TVOG, is a United States (Nevada) corporation~~1. ~~TVOG is currently pursuing synergistic acquisitions in the Infrastructure Services, Supply~~ PURCHASE ~~Chain,~~AND ~~Technology and Finance segments.~~SALE

~~Specifically~~1.1 Subject ~~within~~to ~~Finance,~~the ~~focused~~terms onof ~~providing~~this ~~capital~~Agreement, the Buyer agrees to purchase all of the ~~infrastructure~~Seller’s ~~industry~~assets including ~~equipment~~but ~~financing,~~not ~~receivable~~limited ~~financing~~to equipment, ~~factoring~~brand, ~~equity investment~~contracts, ~~refinancing~~customer databases, ~~and~~2018 ~~related~~1099 ~~financing~~forms ~~needs.~~for ~~ACH~~all ~~provides~~contractors ~~these~~and ~~types~~account ofreceivables, ~~services~~as toset ~~corporate~~forth ~~clients now~~in ~~through~~the ~~assets~~attached Exhibit ~~under management and capital relationships~~A.

~~Per our~~1.2 At ~~recent~~the ~~discussions~~Closing ~~TVOG~~(as ~~and~~defined ~~ACH~~below), ~~are~~as ~~mutually~~consideration ~~interested in a partnership with ACH~~ for the ~~acquisition~~purchase of ~~ACH~~Seller’s byassets, ~~TVOG.~~the WeBuyer ~~are~~shall ~~pleased to~~issue ~~present~~and ~~the following proposal~~ deliver to ~~describe~~ the ~~terms and conditions under which this acquisition could occur.~~Seller:

~~Whereas~~(a) $8, ~~TVOG~~500.00 ~~intends~~in tocash ~~acquire ACH~~ as a ~~wholly~~downpayment ~~owned~~after ~~subsidiary for~~ the ~~purposes~~execution of ~~incubating~~this ~~ACH~~agreement. ~~and~~These ~~pursuing~~funds ~~venture~~shall ~~capital~~be orapplied ~~a spin-out~~to ofthe ~~ACH~~total inpurchase ~~order~~and torefunded ~~fully~~if ~~capitalize~~the ~~its~~Seller ~~growth~~does ~~capital~~not ~~needs~~complete ~~and~~the ~~unlock valuation~~transaction.

To(b) ~~that end~~$129,000.00 ~~TVOG~~cash ~~proposes~~upon the ~~following~~conditions ~~acquisition~~of ~~transaction~~this ~~and~~agreement ~~financial~~being ~~considerations to ACH:~~met.

1(c) $112,500.00 ~~Acquisition And~~Series ~~Capital~~B ~~Structure:~~Preferred Stock of Buyer’s company.

~~TVOG will~~(i) ~~acquire~~The ~~ACH~~Series ~~with~~B Preferred Stock shall be calculated at 112,500.00 shares priced at $1 which is converted to Common Stock of the ~~following~~Buyer ~~considerations~~at 100 to 1 (One Hundred to One).

~~All~~(d) the ~~ownership of~~Buyer ~~ACH~~shall, ~~will~~after bethe ~~acquired~~Closing, bysubmit ~~TVOG~~for ~~through~~shareholder aapproval ~~wholly~~resolutions ~~owned~~that ~~subsidiary~~establish tothe befollowing ~~formed~~rights ~~called~~and ~~Ark~~restrictions ~~Capital~~of ~~Holdings,~~shares ~~Inc.~~of inthe ~~exchange~~Buyer’s ~~for Preferred~~preferred ~~Stock of TVOG..~~stock:

~~ACH~~(i) ~~shall~~conversion ~~remain wholly~~rights ~~owned~~to byshares ~~TVOG~~of ~~until such time either a spin-out occurs with~~ the ~~intention~~Buyer’s ofPreferred ~~filing~~Stock anat ~~S1 or outside capital is raised within ACH. Should~~ a ~~spin-out~~One ~~occur~~Hundred or(100) ~~outside capital is raised TVOG and ACH agree~~ to aone ~~25%~~(1) ~~and 75% respectively, pre-dilution from acquisitions and capital invested by new investors or capital invested by TVOG more than the costs to file an S1.~~ratio;

~~ACH~~(ii) ~~management~~voting ~~will be~~rights ~~appointed~~for toeach ~~run~~share ~~ACH~~of ~~Subsidiary~~the ~~with~~Buyer’s ~~Mario~~Preferred ~~Fichera~~Stock asequivalent ~~Chairman~~to ~~and~~twenty ~~CEO~~(100) ~~and~~shares ~~James~~of ~~Stuart~~the asBuyer’s ~~COO~~common ofstock; ~~ACH subsidiary..~~and

~~The~~(iii) ~~board~~no ~~seats~~dividend ~~will be~~or ~~mutually~~liquidation ~~agreed to at closing by TVOG, ACH and capital partners including necessary board members that need to be independent, with ACH appointing 3 board members to a 5 member board of ACH~~rights.

~~Bridge capital will be funded to cover the closing of ACH and operating expenses and initial acquisition~~(siv) ~~for~~any ~~ACH.~~forward ~~As ACH confirms~~ or ~~acquires~~reverse ~~additional asset~~splits ~~books~~in orthe ~~businesses~~future ~~additional~~shall ~~funds~~affect ~~will~~these beshares ~~raised~~and atthe anrespective ~~improved~~rights ~~valuation~~proportionately.

~~TVOG will structure underwriting offer with capital markets partner as follows:~~ 2. CLOSING

~~$10~~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,~~000,000~~ ~~equity~~or longer if they have not been ~~raise~~met ~~for~~within ~~common~~this ~~stock~~timeline ~~equity~~or ofas ~~ACH.~~otherwise mutually agreed to in writing,

~~Final pricing and~~2.2 As ~~structure of offering will depend on~~ a ~~number~~prerequisite of ~~factors~~the ~~and advisor recommendations.~~closing,

~~Initial~~ (a) ~~minimum capital~~the ~~mandate~~Seller tomust beprovide a ~~available~~detailed ~~will~~list beof ~~$1,000,000.00~~assets ~~over~~that ~~twelve~~a ~~months~~third-party ,professional can evaluate and ~~the~~provide ~~balance~~an ~~funded~~in ~~with~~depth ~~follow-~~professional appraisal on ~~offering~~the condition and ~~remaining~~ ~~balance~~value inof ~~follow~~all upequipment ~~offering tiers~~assets.

~~Follow~~ (b) the onSeller ~~equity~~will ~~underwritings~~provide toa belist ~~determined.~~of ~~Additional~~all ~~capital~~jobs ~~available~~completed asin ~~justified~~the ~~with~~last ~~mergers~~six &(6) ~~acquisitions~~months, all current projects being completed, and all future jobs currently under formal obligation and/or commitment.

~~Management~~ (c) ~~will participate~~the inSeller ~~earn-in~~will ~~compensation~~provide a ~~structure~~list ~~where~~and ~~additional~~documentation ~~equity~~of ~~will~~all beinvoices ~~acquired~~for at2018 ~~key~~and through ~~milestones~~document ~~such as revenues and acquisitions~~execution.

~~Valuation~~The full agreement is ~~Metrics:~~viewable on Turner’s corporate website here:

https://tvoginc.com/wp-content/uploads/2019/03/TVOG ~~and ACH agree to seek best market pricing available in conjunction with capital markets bankers where market comparables and investor proposition meet~~-VIsco-Paving-Final-PSA-Fully-Executed-03-06-19.pdf

ACH valuation shall be equal to 4 x Trailing Twelve Months EBITDA,

Bolt-on asset books or businesses will be valued at 4 x Trailing Twelve Months EBITDA net to the Pubco, payable in stock or negotiated cash and stock split.

Adjustments made for net assets, investment, earn in to be modeled into Purchase And Sale Agreement.

Item 7.01. Regulation FD Disclosure.

The Company intends to issue a press release on 03/0615/19 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 03/0615/19

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: 03/0514/19

Turner Valley Oil and Gas, Inc.

By: /s/ Steve Helm

Steve Helm, President/CEO/Director

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