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United
States
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SECURITIES
AND EXCHANGE COMMISSION
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OMB
Number_____
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SCHEDULE
14a
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Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No._____ )
Filed by
Registrant
T
Check the
appropriate box:
T
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Preliminary
Proxy statement
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£
|
Confidential,
for use of the Commission only (as permitted by Rule 14c-6(d)
(2))
|
£
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Definitive
Proxy Statement
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Company
Name:
Turner
Valley Oil & Gas, Inc.
Payment
of filing fee (check the appropriate box):
T
No fee
required
£
Fee computed
on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title
of each class of securities to which transaction applies:
Common Stock
(2)
Aggregate number of securities to which transaction applies
: _____________
(3) Per
unit price/underlying value pursuant to Exchange Act Rule 0-11:
$
(4)
Proposed maximum aggregate value of transaction
: $
(5) Total
fee paid:
$
fee
of one-fiftieth of one percent (0.0002) of the proposed aggregate
value
of the transaction:
£
|
Fee
paid previously with preliminary
materials.
|
£
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number
or the form or schedule and the date of its
filing.
|
(1)
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Amount
previously paid:
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(2)
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Form,
schedule or registration statement
no.:
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Turner
Valley Oil & Gas, Inc.
700 West
Pender Street
Vancouver
B.C. Canada
V6C
1G8
_____________,
2008
Dear
Shareholder:
The
enclosed information is being furnished to shareholders of record, on ......,
2008, of
Turner Valley Oil
& Gas, Inc.
, a Nevada corporation, in connection with the following
actions proposed to be taken by shareholders, at a meeting of shareholders to be
called for ..... a.m., ....., ..., 2008. Management has proposed an affirmative
vote on the following proposals:
Proposal 1:
To re-elect three existing Directors:
(a)
Christopher Paton-Gay
(b)
Donald Jackson Wells
(c)
Joseph Kane
Proposal 2:
To authorize a Reverse Split of the
Common Stock: One share for every Twenty existing shares; provided that no
shareholder shall be reversed below two hundred shares, and no shareholder
owning less than two hundred shares shall be reversed.
WE
ARE ASKING FOR YOUR PROXY
SHAREHOLDERS
ARE REQUESTED TO SEND US THEIR PROXIES
SO
THAT EACH SHAREHOLDERS VOTE MAY BE COUNTED AND CONSIDERED.
Please
read the Proxy Statement provided, mark and return the Ballot provided, and
return the Ballot in the envelope provided for its return.
By Order
of the Board of Directors,
Christopher
Paton-Gay
chairman/ceo
United
States
SECURITIES
AND EXCHANGE COMMISSION
Turner
Valley Oil & Gas, Inc.
700 West
Pender Street
Vancouver
B.C. Canada
V6C
1G8
______________,
2008
NOTICE
OF MEETING OF SHAREHOLDERS
A Meeting
of Shareholders (the “Meeting”) of
Turner Valley Oil & Gas
(the “Company”) will be held at the following date, time and place, and for the
following purposes:
Date and Time:
|
......, .., 2008, at ..:..
a.m.
|
Place:
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221
South Ola Vista 1st Floor
|
San
Clemente, California 92672
Proposal 1:
To re-elect three
existing Directors:
(a)
Christopher Paton-Gay
(b)
Donald Jackson Wells
(c)
Joseph Kane
Proposal 2:
To authorize a
Reverse Split of the Common Stock: One share for every Twenty existing shares;
provided that no shareholder shall be reversed below two hundred shares, and no
shareholder owning less than two hundred shares shall be reversed.
Only holders of record of the Company's
common stock at the close of business on
_______, ____ 2008
Record
Date
________, ____ 2008
(
“
Record Date
”
) shall be entitled to notice of
and to vote at the Meeting. The vote of each shareholder will be important at
this Meeting. You are urged to attend in person or by proxy. If you do not plan
to attend personally, and wish to have your vote counted, you are urged to
execute and return the attached Proxy Ballot at your earliest
convenience.
This
Proxy Statement and Proxy are first delivered (by mail) to shareholders on
_________, ____ 2008
No date
is presently set for the next following Meeting of Shareholders. There is no
deadline presently established for the submission of shareholder proposals for
inclusion in our proxy statement and proxy for the next meeting of
shareholders.
The
enclosed Proxy, even though executed and returned, may be revoked at any time
before being voted, by written notice, mailed or delivered to the Company, or by
a request for return of the Proxy at the Meeting.
Proxies
shall be voted in accordance with the directions of the shareholders. Proxies
returned to the Company, unless otherwise directed, will be voted in favor of
the proposals listed and discussed in this Notice of the Meeting and Proxy
Statement. The proxy must be received by the Company prior to the Meeting to be
effective.
WE
ARE ASKING FOR YOUR PROXY
SHAREHOLDERS
ARE REQUESTED TO SEND US THEIR PROXIES
SO
THAT EACH SHAREHOLDERS VOTE MAY BE COUNTED AND CONSIDERED.
PROXY
STATEMENT PURSUANT TO SECTION 14(a)
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
RULES PROMULGATED THERETO
Contents
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Introduction
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5
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Part
One
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PROPOSALS
FOR ADOPTION
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5
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Part
Two
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ABOUT
OUR COMPANY
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10
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1.
Our Corporate History
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10
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2.
Oil/Gas Properties
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10
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3.
Financial Condition and Results of Operations
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11
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Part
Three
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OTHER
INFORMATION
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13
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Executive
Compensation
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13
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Security
Ownership of Certain Beneficial Owners and Management.
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15
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No
Changes in Control
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15
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Legal
Proceedings
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15
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Submission
of Matters to a Vote of Security Holders
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15
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Holders
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16
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Dividends
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16
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Sales
of Unregistered Common Stock 2004-7
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16
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Part
Four
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THE
PROXY AND THE BALLOT
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16
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WE
ARE ASKING FOR YOUR PROXY
SHAREHOLDERS
ARE REQUESTED TO SEND US THEIR PROXIES SO THAT
EACH
SHAREHOLDERS VOTE MAY BE COUNTED AND CONSIDERED.
Introduction
T
urner
Valley Oil & Gas, Inc.
,
the
Registrant, prefers to refer to itself in the first person, as “we”, “us”, and
“our”; and to address our shareholders directly, as “you” and “your”, whenever
possible. We have called this meeting, and we have solicited your proxy. Each of
our three Directors has joined in the solicitation and in urging an affirmative
vote. The cost of the solicitation will be borne by us. The solicitation is made
by United States Mail. The costs of solicitation consist of postage for mailing
to shareholders, estimated to be $200. Our sole focus is on the exploration for,
development drilling for, and transmission facilities for the production and
sale of oil and gas. We operate through our wholly-owned Canadian Subsidiary
T.V Oil & Gas Canada,
Ltd.
, a Federal Canadian Registered Company, in compliance with all
applicable Canadian law and regulation. Our common stock is registered for
trading as a class of securities, pursuant to the Securities Exchange Act of
1934. We file required public reports annually, quarterly and otherwise, with
the Securities and Exchange Commission. These reports are accessible on the
SEC's EDGAR website.
This
Proxy Statement 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.
Part
One
PROPOSALS
FOR ADOPTION
The
following persons are the Directors of our Board of Directors, having taken
office from the inception of the issuer, except as indicated, to serve until
their successors might be elected or appointed. Each of these three gentlemen is
candidates for reelection by shareholders at the Meeting of
Shareholders.
Proposal 1:
To re-elect three existing Directors
(a)
Christopher Paton-Gay
(b)
Donald Jackson Wells
(c)
Joseph Kane
On July
15, 2003, Christopher Paton-Gay, was appointed as a third and additional
Director of this corporation. Mr. Paton-Gay was elected Chief Executive Officer,
and Sole Interim Officer, of this corporation. From 1975 to date, Mr. Paton-Gay
has acquired extensive and solid knowledge and experience in the Oil and Gas
Industry always serving as CEO or Chairman and participated in a considerable
number of Oil and Gas acquisitions. From 1975 through 2003, he was engaged in
private and public Board Governance, especially focused on the Oil
and Gas industry in the United States and Canada, serving as officer and
director. In 1988 he successfully concluded a $50,000,000 joint venture with
Jardine Matheson of Hong Kong, to expand his oil and gas interest in Alberta,
Canada. In 1991-1995,
Westport
Resources
. of which he was majority shareholder and CEO, completed a
number of acquisitions including, among others, all of
Home Oil's
Tar
Sands Oil Interests in Kitscoty/Lloydminster and
Saskoil's
production in
Joarcam, Leduc Woodbend, and other Central Alberta fields, including a number of
high capacity gas plants.
Mr.
Paton-Gay studied International Economics at the Sorborne in Paris, 1968-1971,
taking is Bachelorate in economic/political science at University of Guelph,
1971-74. He earned his Masters in Business Administration in 1975, from
University of Western Ontario. He advanced his studies in the Faculty of Law, at
the University of Calgary from 1989-91.
In 1971,
he was a Member of the Canadian Bobsled Team, World Championships Cervinia,
Italy. In 1974, he was a member of the United Nations Tour of the Peoples
Republic of China, the first student group to be granted a 6 week visa to enter
that country. 1999-2002, he indulged his passion for yachting, covering 23,000
nautical miles aboard his 71 foot racing schooner, USA, Mexico, Hawaii and
Canada, and raced the Southern California Circuit. He competed in the America's
Schooner Cup Races, in San Diego California, in 2001 and 2002. He is a member of
the Producers Association of Canada. He is literate in English, French and
German.
Directorships:
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1975-76
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General
Manager/Director CKMK Radio
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1975-81
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Founder,
President JCPG Advertising (Edmonton)
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1977-78
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Deputy
Chief of Protocol, Commonwealth Games (Edmonton)
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1977
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President,
Trustee, Damlin Equities Corporation, Ltd.
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1981-85
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Director,
Legal Oil and Gas Ltd.
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1984-90
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Chairman/CEO
Amtec Oil and Gas Limited
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1985-90
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Director
Explorers and Producers Association of Canada
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1966-91
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Chairman/President
Legas Asset Management Ltd.
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1991
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Chariman
Lindam Holdco, Inc.
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1991
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Chairman/President
Lindam Oil and Gas Partnership (Joarcam) Ltd.
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1991-96
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Chairman/President/Director
Westport Resources Ltd.
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1990
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Chairman/President
C-H Oil and Cattle Company Ltd.
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1995-99
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Trustee
Vice Chairman Foothills School Board Alberta
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1996-99
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Director
Alberta School Board Association
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1997-99
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Trustee
Alberta Employee Benefits Plan ($361,000,000)
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1996-99
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Director
PICA Commission, Alberta Power Deregulation
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2000-6
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Chairman
Win Energy Ltd.
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2000-8
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Chairman
The Stallion Group Inc.
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2003-7
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Governor
and Vice-Chairman Queen Margarets Private School
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2006-
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Present:
Member of the Institute of Corporate
Directors
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Our
Continuing Directors
Donald
Jackson Wells
, age 62, is a Director. He has also served as the President
of ACX Industries, Inc. since 1988, and is the President for Colonial
Industries, Inc. He has over twenty five years experience in all phases of the
automobile industry, including nine years as the owner-operator of one of
Houston's largest recycling operations, and six years as an independent
automobile broker. He has served, on many occasions, as an automotive consultant
to banks and financial institutions and as an expert automobile industry witness
in court cases. In addition to his affiliation with this corporation, he is the
owner of Wells Investments, which, through its subsidiaries, is a State of Texas
licensed dealer of motorized vehicles. He attended South Texas University and
the University of Houston, is a member of the National Automobile Dealers
association (NADA), the Houston Automobile Dealers Association, and the Harris
County Used Auto and Truck Parts Association.
Joseph
A. Kane
, age 63, is a Director. He has held the position of Secretary and
Treasurer with ACX Industries, Inc. since 1990, is also secretary and treasurer
of Colonial Industries, Inc. He is an attorney admitted to practice in both
State and Federal Courts, and a member of the bar of the Supreme Court of the
United States. He is currently serving as chief auditor for a division of a
large hotel chain. From 1988 to 1990, he was employed as Director of Operations
for a Texas based Life Insurance Company. Previously he was engaged in private
practice of law and small business consulting for 14 years. He earned his
Bachelor of Science, Business and Economics, from the Illinois Institute of
Technology, a Master of Business Administration from Michigan State University,
and his Juris Doctor from Loyola University School of Law.
Proposal 2:
To authorize a Reverse Split of the
Common Stock: One share for every Twenty existing shares; provided that no
shareholder shall be reversed below two hundred shares, and no shareholder
owning less than two hundred shares shall be reversed.
Reducing
every twenty shares to one share does not change the percentage ownership of any
shareholder; except for the minor effect of the savings provision for small
shareholders, if any. The immediate result would be a twenty-fold increase of
Book Value per share. Book Value is not Market Value. While such an increase in
Book-Value might be expected to be reflected in Market Value, there can be no
guaranty of the market price per share, which would result from the reverse
split.
Question
1:
|
Since
the percentage ownership would not change much, if at all, what is the
purpose and advantage for the
Reverse?
|
The
purpose is to make our corporation more attractive to investment by
sophisticated investors. We believe our limited cash from operating activities,
and our existing cash reserves, will not be sufficient to meet our working
capital requirements for the next 12 months. We will require additional funds to
support our business plan. Management intends to raise additional working
capital through debt and equity financing, privately from sophisticated
investors.
Our
common stock is registered for trading pursuant to the Securities Exchange Act
of 1934. It was cleared for quotation on the Bulletin Board (“OTCBB") on
February 20, 2002 and has been quoted and traded “Over the Counter” since. Let
us take a summary look at the last three years of market-trading of our common
stock:
period
|
high
bid
|
low
bid
|
volume
|
1st
2005
|
.38
|
.21
|
59,337,300
|
2nd
2005
|
.29
|
.12
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15,100,140
|
3rd
2005
|
.19
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.12
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11,437,060
|
4th
2005
|
.14
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.06
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10,552,140
|
1st
2006
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.23
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.06
|
13,434,000
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2nd
2006
|
.29
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.03
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15,100,140
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3rd
2006
|
.14
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.07
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6,864,000
|
4th
2006
|
.07
|
.07
|
9,134,000
|
1st
2007
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.08
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.04
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10,660,000
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2nd
2007
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.04
|
.02
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10,110,000
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3rd
2007
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.02
|
.01
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10,008,000
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4th
2007
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.03
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.01
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9,200,000
|
Source:
Yahoo Finance
This
performance does not show profitability or promise for our shareholders. We need
to tighten our belt and exploit our expertise and opportunities. We look
overweight to the market. In this situation, tightening our belt indicates a
reverse-split of our common stock, to reduce the total number of shares out, to
a smaller and more attractive number. For emerging companies, a tighter “float”
(the number of shares outstanding) is better than a larger one, because where
new investment is needed, the first is attractive to investors while the second
is less so. Considering our valuable opportunities, our properties and
prospects, in a rising oil and gas market, we should be attracting more interest
than we are.
We
presently (as of May 30, 2007) have 61,785,970 shares issued and outstanding,
with a market value $581,844, based on a low-bid of $0.01 per share. Management
has concluded that this number of shares outstanding is too great to attract
investors and interest the public. The following table is offered for
illustration of a reasonable expectation, but not a necessary
result.
Total
Shares
Outstanding
|
Indicated
Market
Value
|
Indicated
Per
Share
|
58,184,370
|
$
581,844
|
$
0.01
|
2,909,219
|
$
581,844
|
$
0.20
|
We have
just assumed that the market price would follow. Even assuming that result,
market forces from buyers and sellers could affect that price from day to day.
If more buy than sell, the price may rise. If more sell than buy, the price will
decline.
The
purpose of the reverse split is not to make the short-term market price rise,
but to make our capital structure more in line with investment models of
interest to investors in oil and gas companies, at our stage of
development.
The
purpose of the two hundred share savings provision is to prevent any shareholder
to be lost in the process, if any such small holdings exist.
Question
2: Well, if we have too many shares outstanding, how did that
happen?
Early
investors, showed significant interest in our stock. We have received funding
and have things to show for it, but in order to keep our cash working for oil
and gas, and keep it operating and somewhat productive; we have had to pay for
as much of our other expenses as we could, to service-providers, in stock.
Whatever, our policy for our first few years of operation, we are now at the
point where it would be better to raise cash from institutional sources or
sophisticated investors, and pay for our operations in cash, not more stock. It
is our best information and belief, that the Proposal Two is the appropriate
minor restructuring to fit the profile for the investment we seek. We believe
that a tighter float would be less attractive to short-sellers. Should the price
of our stock rise, short sellers could sell shares they do not own, and wait for
the market to decrease (or influence it to do so), in order that the short
sellers could cover their trades by buying shares a lower price. It is
management's belief that the Reverse-Split of Proposal Two will serve to make us
less appetizing for such a powerful short-selling attack.
While
there can be no guarantee of what the share price would be at any particular
time, with or without Proposal Two, it is reasonable to expect the result of
this Reverse Split to be an increase in the value of each resulting share. In
addition, it is expected by management, that a tighter number of shares
outstanding would make the shares of our company more attractive to investors in
oil and gas companies, like ours. Such investment, at this stage would be
calculated to drive our operations toward greater profitability for present and
future shareholders alike.
Of
course, there are certain cautionary considerations of which any shareholder or
investor should be aware. There can be no assurance that additional financing
will be available on acceptable terms, if at all. Markets are unpredictable and
timing may be good or bad for such appeals, even to the most sophisticated
investors. Additional equity financing could be dilutive to our then existing
shareholders, and any debt financing could involve restrictive covenants with
respect to future capital raising activities and other financial and operational
matters.
If
adequate funds are not available, we may be unable to take advantage of future
opportunities, respond to competitive pressures, and may have to curtail
operations. While Management has expresses confidence in the attainment of
profitability sooner, rather than later, projects and even reasonable
expectations are not outcomes yet. There is no absolute assurance that even our
best laid plans and most diligent operations will succeed.
We
believe that the potential of our company justifies your confidence for the
future. Please do review Part Two of this Statement for the information upon
which we base our assessment.
Part
TWO
ABOUT
OUR COMPANY
1.
Our Corporate History
Turner Valley Oil & Gas,
Inc.
, was originally incorporated as
NetParts.com, Inc.,
in Nevada
on April 21, 1999, with the intention of creating a series of 16 specialized
auto salvage yards. Our officers and directors were Donald Jackson Wells and
Joseph A. Kane. Both gentlemen remain on our Board of Directors currently. Our
initial business plan did not materialize successfully. We remained dormant for
several years. In the summer of 2003, Mr. Wells and Mr. Kane recruited
Christopher Paton-Gay to join our Board of Directors and become our new Chief
Executive Officer, for the purpose of leading us into the oil and gas industry.
On July 24, 2003, we changed our corporate name, to
Turner Valley Oil and Gas,
Inc
, commenced our current business operations. All our properties are
geologically and physically independent of one another. They are all located in
the Western Canadian Geologic Basin centered in Alberta, Canada. We have
incorporated a wholly owned Canadian subsidiary named
T.V Oil & Gas Canada
Limited
(“TVOG”). Our subsidiary is a Federal Canadian Registered Company
and complies with all applicable laws within Canada. We had been (through TVOG)
also a significant shareholder of
WIN Energy Corporation
, a
registered public issuer under the laws of Canada. As of this date, we own no
further interest in WIN.
Our plan
of operations is a sole focus on exploration for, development drilling for, and
transmission facilities for, the production of oil and gas.
The
complete and detailed history of our corporation may be found in our Audited
Financial Statements, for the years ended December 31, 2007, 2006 and from
inception. These Audited Statements have been filed with our most recent Annual
Report on Form 10-KSB. That Annual Report has not been included with this Proxy
Statement, for the reason that substantially the same information is provided in
this Statement in what is hoped to be the most readable form. The Annual Report
can be found and accessed on the EDGAR electronic filing system, at the Web-Site
of the Securities and Exchange Commission. Provided with this Proxy Statement
are our Audited Financial Statements, for the years ended December 31, 2007,
2006 and from inception. Our Financial Statements contain the following material
Note 2-Going Concern:
The
Company's financial statements have been prepared assuming that the Company will
continue as a going concern. The Company has suffered recurring operating losses
and is dependent upon raising capital to continue operations. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty. It is management's plan to raise additional funds to continue
the explorations of the leases individually as well as with WIN, then to begin
producing oil and/or gas/or both to sell under contract and thereby generate the
necessary funds to continue operations.
2.
Oil/Gas Properties
On August 20, 2003, we entered into a
purchase agreement to acquire 1% interest in a producing gas well, located at
2-2-38-9W5 Red Deer, Alberta, Canada. The Strachan Prospect is located 80 miles
NW of Calgary, Alberta. The gas production rate at the time of the acquisition
fluctuated between 1.5 and 2 MMCF/Day (million cubic feet of gas per day).
During 2003, we set out a rework program for this well. The rework program
called for an acid wash and acid stimulation of the producing formation. We
agreed to participate in the program, which increased our interest in the
Strachan Property to 6.67%. The program was completed on October 15, 2003 and as
of October 20, 2003; the new production rates had stabilized at approximately
2.66 MMCF/Day, representing a 40% increase over initial production rates. As of
December 31, 2003, we had capitalized $300,672 of costs, as “Properties not
subject to amortization”.
Other projects in 2004, did not prove
out. We wrote-off $71,072 of capitalized costs. The reaming projects were sold
for common stock in
WIN
Energy
, recorded at $192,700. A third and fourth project did not prove
and were abandoned in 2007. The resulting impairment for 2007 was
$525,544.
The Strachan Property has proven gas
reserves of 3.68 MMcf (“MMcf=1,000,000 cubic feet), and continues
production.
3.
Financial Condition and Results of Operations
Summary
Financial Information:
For
the years ended
December
31:
|
2007
|
2006
|
2005
|
From
Inception
|
Royalty
(Oil/Gas) Revenue
|
4,165
|
9,813
|
1,640
|
20,874
|
Cost
of Production
|
-
|
-
|
(42,403)
|
(51,753)
|
Depletion
|
(10,000)
|
(10,000)
|
0-
|
(20,767)
|
Abandonment
of Projects
|
(525,544)
|
-
|
-
|
|
General/Administrative
|
(248,130)
|
(713,345)
|
(669,980)
|
(4,695,178)
|
Net
Operating Loss
|
(779,509)
|
(713,532)
|
(710,743)
|
(5,212,424)
|
Gain
on Sale of Investments
|
159,872
|
426,295
|
237,825
|
798,510
|
Rent
Received
|
5,345
|
-
|
-
|
5,345
|
Interest
Expense
|
-
|
-
|
-
|
(3,292)
|
Other
Income/Loss
|
165,217
|
426,295
|
237,825
|
800,563
|
Net
Loss
|
(614,292)
|
(287,237)
|
(472,918)
|
(4,725,772)
|
(a) Liquidity
. Our net working
capital for the year ended December 31, 2007 increased to $55,907, compared to a
deficit of $(418,555) for the year ended December 31, 2006. The increase in
working capital was caused by our sale of our holdings in
WIN Energy
. To date we have
not invested in derivative securities or any other financial instruments which
involve a high level of complexity or risk. We expect that in the future, any
excess cash will continue to be invested in credit quality, interest-bearing
securities. We believe cash from operating activities, and our existing cash
sources may not be sufficient to meet our working capital requirements for the
next 12 months. We will likely require additional funds to support our business
plan. Management intends to raise additional working capital through debt and
equity financing.
To date,
we have not invested in derivative securities or any other financial instruments
that involve a high level of complexity or risk. We expect that in the future,
any excess cash will continue to be invested in high credit quality,
interest-bearing securities. There are no legal or practical restrictions on the
ability to transfer funds between parent and subsidiary companies. There are no
known trends or uncertainties excepting those disclosed herein, that will have a
material impact on revenues. At the moment, the Canadian Dollar is strong.
Natural Gas prices, along with other commodity prices have been rising. It is
foreseeable that commodities, including Natural Gas, may fluctuate greatly due
to speculation of short supply or reduced demand with a view to recession of
consumer spending. Long-term, however, the trends are favorable, in the opinion
of management.
(b) Royalties.
During the year
ended December 31, 2007, we had royalty revenues of $4,165 from our working
interest in the Strachan property (December 31, 2006 $9,813). The decrease in
royalties was caused by a special assessment initiated by the Operator of the
well during the year ended December 31, 2006. All our properties are
geographically and physically independent of one another. They are located in
the Western Canada Geologic Basin centered in Alberta, Canada.
(c) General and Administrative
costs.
General and Administrative costs for the year now ended decreased
by 65% to $248,130, when compared to $713,345, for the previous year. The
decrease was caused by a reduction in costs associated with common stock issued
for services rendered.
(d) Total Expenses.
Our total
expenses were $783,674 for the year ended December 31, 2007 compared to
$$723,345 for the prior year. The increase in total expenses was caused by the
abandonment of the Leduc property due to uneconomic hydrocarbons. The cost
associated with this abandonment was $525,544.
(e) The Net Loss for the year
just ended was $(614,292) as compared to a Net Loss of $(287,237) for the
previous year ended 2006. The increase in loss for the year was caused by the
costs associated with the abandonment of Leduc property and the reduction in
gain associated with the disposal of our holding in
WIN Energy
, which resulted in
other income of $159,872 (December 31, 2006 $426,295). At December 31, 2007, the
Company disposed of its investment in
WIN Energy
at a market price
of $0.37 per share.
(f) Additional Working Capital
Required.
We believe cash from operating activities, and our existing
cash reserves, may not be sufficient to meet our working capital requirements
for the next 12 months. We will likely require additional funds to support the
Company's business plan. Management intends to raise additional working capital
through debt and equity financing. The appeal would be to sophisticated
investors in oil and gas projects. There can be no assurance that we will be
successful in raising capital through private placements or otherwise, the
confidence of management notwithstanding.
Part
Three
OTHER
INFORMATION
Executive Compensation
The
disclosure of Executive compensation is now provided in the tabular form
required by the Securities and Exchange Commission, pursuant to Regulation
228.402.
|
|
|
|
|
|
|
|
Long
Term Compensation
|
|
|
|
|
Annual
Compensation
|
|
Awards
|
Payouts
|
|
|
|
|
b
|
|
c
|
|
d
|
e
|
|
f
|
|
g
|
h
|
|
i
|
|
Name
and
Principal
Position
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
Other
Annual
Compensation
($)
|
|
Restricted
Stock
Awards
($)
|
|
Securities
Under-
lying
Options
SARs
(#)
|
LTIP
Payouts
($)
|
|
All
Other
Compensa-
tion
($)
|
|
Christopher
Paton-Gay,
Chairman,
CEO
|
2007
|
|
|
61,028
|
|
|
|
|
|
10,000
|
|
|
|
|
|
71,028
|
|
|
2006
|
|
|
20,675
|
|
|
|
|
|
233,430
|
|
|
|
|
|
254,105
|
|
|
2005
|
|
|
46,840
|
|
|
|
|
|
284,500
|
|
|
|
|
|
331,340
|
|
Kulwant
Sandher,
Treasurer,
CFO
|
2007
|
|
|
42,168
|
|
|
|
|
|
5,000
|
|
|
|
|
|
47,168
|
|
|
2006
|
|
|
35,036
|
|
|
|
|
|
153,190
|
|
|
|
|
|
188,226
|
|
|
2005
|
|
|
6,515
|
|
|
|
|
|
|
|
|
|
|
|
6,515
|
|
Joseph
A. Kane
Director
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,750
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29.750
|
|
Donald
Jackson Wells
Director
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,750
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29.750
|
|
Security Ownership of Certain
Beneficial Owners and Management
To the best of our knowledge and belief
the following disclosure presents the total security ownership of all persons,
entities and groups, known to or discoverable by us, to be the beneficial owner
or owners of more than five percent of any voting class of our stock, along with
the total beneficial security ownership of all Directors and Nominees, naming
them, and by all Officers and Directors as a group. These figures have been
updated from our last Annual Report, to be current as of May 30,
2008.
Common
Stock
|
|
|
Share
|
|
|
|
|
Name and Address of
Beneficial Owner
|
|
Ownership
|
|
|
%
|
|
|
|
|
|
|
|
|
|
Christopher
Paton-Gay
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
700
West Pender Street
|
Chairman/CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vancouver
B.C. Canada
V6C
1G8
|
Director
|
|
|
3,735,000
|
|
|
|
6.05
|
|
|
|
|
|
|
|
|
|
|
|
Kulwant
Sander
|
|
|
|
|
|
|
|
3.65
|
|
|
|
|
|
|
|
|
|
|
|
700
West Pender Street
|
Treasurer/CFO
|
|
|
2,252,395
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vancouver
B.C. Canada
V6C
1G8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald
Jackson Wells
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3131
S.W. Freeway #46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Houston
TX 77098
|
Director
|
|
|
75,800
|
|
|
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
Joseph
Kane
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3131
S.W. Freeway #46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Houston
TX 77098
|
Director
|
|
|
75,800
|
|
|
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
All
Officers and Directors as a Group
|
|
|
|
6,138,995
|
|
|
|
9.94
|
|
|
|
|
|
|
|
|
|
|
|
Total
Issued and Outstanding
|
|
|
|
61,785,970
|
|
|
|
100.00
|
|
|
|
|
|
|
|
|
|
|
|
All
Affiliates
|
|
|
|
(6,138,995
|
)
|
|
|
(9.94
|
)
|
|
|
|
|
|
|
|
|
|
|
Indicated
Total Non-Affiliate Ownership
|
|
|
|
55,646,975
|
|
|
|
90.06
|
|
No Changes in Control
. There
are no arrangements known to us, including any pledge by any persons, of our
securities, which may at a subsequent date result in a change of control of our
Corporation. Specifically, we are not a candidate for any direct or reverse
acquisition transactions, but are devoted to bringing our business plan to
actualization and profitability.
Legal Proceedings.
We are not
engaged in any litigation or legal proceedings. There are no legal proceedings
contemplated by us or suspected against us, as of the preparation of this Proxy
Statement.
Submission of Matters to a Vote of
Security Holders.
The matters we are submitting for your approval are
discussed in
PART ONE
. To
the best of our knowledge and belief, this is to be our first Meeting of
Shareholders.
Description of Common Stock
.
We are authorized to issue 100,000,000 shares of a single class of Common Voting
Stock, of par value $0.001, of which 61,785,970 are issued and outstanding.
All shares
of Common Stock when issued were fully paid for and non-assessable.
Each holder of Common Stock is entitled to one vote per share on all matters
submitted for action by the stockholders. All shares of Common Stock are equal
to each other with respect to the election of directors and cumulative voting is
not permitted; therefore, the holders of more than 50% of the outstanding Common
Stock can, if they choose to do so, elect all of the directors. The terms of the
directors are not staggered. Directors are elected annually to serve until the
next annual meeting of shareholders and until their successor is elected and
qualified. There are no preemptive rights to purchase any additional Common
Stock or other securities of the Registrant. The owners of a majority of the
common stock may also take any action without prior notice or meeting which a
majority of shareholders could have taken at a regularly called shareholders
meeting, giving notice to all shareholders thereafter of the action taken. In
the event of liquidation or dissolution, holders of Common Stock are entitled to
receive, pro rata, the assets remaining, after creditors, and holders of any
class of stock having liquidation rights senior to holders of shares of Common
Stock, have been paid in full. All shares of Common Stock enjoy equal dividend
rights. There are no provisions in the Articles of Incorporation or By-Laws
which would delay, defer or prevent a change of control.
Holders.
There are
approximately 100 shareholders of the our common stock, giving effect to shares
held in brokerage accounts.
Dividends.
No dividends have
been paid by us on the Common Stock or other Stock and no such payment is
anticipated in the foreseeable future. We have not paid any cash dividends on
our Common Stock, and do not anticipate paying cash dividends on our Common
Stock in the next year. We anticipate that any income generated in the
foreseeable future will be retained for the development and expansion of our
business. Future dividend policy is subject to the discretion of the Board of
Directors and will depend upon a number of factors, including future earnings,
debt service, capital requirements, business conditions, the financial condition
of we and other factors that the Board of Directors may deem
relevant.
Sales of Unregistered Common Stock
2004-7.
On July 15, 2004, we issued 4,603,570 new investment shares,
pursuant to the Securities Act of 1933 Sec.4(2), for cash, to a handful of
investors who had previously subscribed and paid for their shares. The basis for
reliance on Sec.4(2) is as follows: the placement was made privately, without
any advertising or public solicitation to persons with pre-existing
relationships with management, and persons having access to the kinds of
information about our company, which registration would have disclosed. We made
no unregistered issuances in 2005, 2006, 2007 or 2008 to date.
Part
Four
THE
PROXY AND THE BALLOT
The
enclosed Proxy, even though executed and returned, may be revoked at any time
before being voted, by written notice, mailed or delivered to the Company, or by
a request for return of the Proxy at the Meeting.
Proxies
shall be voted in accordance with the directions of the shareholders. Proxies
returned to the Company, unless otherwise directed, will be voted in favor of
the proposals listed and discussed in this Notice of the Meeting and Proxy
Statement. The proxy must be received by the Company prior to the Meeting to be
effective.
Please
read the foregoing Proxy Statement provided, mark and return the Ballot
provided, and return the Ballot in the envelope provided for its
return.
Attachment
Financial
Statements (Audited)
For
the Years Ended December 31, 2007, 2006, and from Inception
(taken
from our most recent Annual Report on Form 10-KSB)
[TO BE
PROVIDED TO SHAREHOLDERS WITH DEFINITIVE MAILING]
Turner
Valley Oil & Gas, Inc.
700
West Pender Street
Vancouver
B.C. Canada
V6C
1G8
PROXY
BALLOT
to
be voted at the
Meeting
of Shareholders
to
be held on ......, 2008, at 10:00 a.m.
This
Proxy Ballot is furnished in connection with the solicitation of Proxies by the
Board of Directors of the Company, to be voted at the Meeting of Shareholders
(the “Meeting”) to be held at the time and place, and for the purposes stated in
the notice of meeting of shareholders furnished herewith. We will be pleased to
vote your shares in accordance with your instructions, if you will sign this
form and return it to us. If you do sign the form and return it without making
any other marks, we will vote your shares in favor of all proposals and for the
election of all nominated directors. You may mark each proposal specifically
with your instructions if you wish.
Please
print the name or names of the person or persons voting,
and sign
:
PROPOSAL No. 1
:
To re-elect three existing
Directors
(a)
Christopher Paton-Gay
|
FOR
|
AGAINST
|
ABSTAIN
|
Chairman,
CEO, Director
|
|
|
|
(b)
Donald Jackson Wells
|
FOR
|
AGAINST
|
ABSTAIN
|
Director
|
|
|
|
(c)
Joseph Kane
|
FOR
|
AGAINST
|
ABSTAIN
|
Director
|
|
|
|
PROPOSAL
No.2
:
To
authorize a Reverse Split of the Common Stock: One share for every Twenty
existing shares; provided that no shareholder shall be reversed below two
hundred shares, and no shareholder owning less than two hundred shares shall be
reversed.
Please
Return Proxies to:
William
Stocker
221
South Ola Vista First Floor
San
Clemente CA 92672
|