Buckeye Oil and Gas, Inc. (BFSO)

[hedge_fun]

Private placement at .25 per share.......LINK!

http://ih.advfn.com/p.php?pid=nmona&article=48993641

On August 26, 2011, Buckeye Oil & Gas, Inc. (the “Registrant”) closed a private placement of 1,800,000 common shares at $0.25 per share for a total offering price of $450,000. The common shares were offered by the Registrant pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by four non-U.S. persons.


For all the terms and provisions of the Private Placement, reference is hereby made to such document annexed hereto as Exhibits 10.1. All statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibits.

[hedge_fun]

LOL.....the shares aren't even SELLING yet. What MONEY are you talking about?

[Rustler]

Yes, I know. The question is HOW LONG WILL THE PROCESS TAKE? I dislike having money sit... waiting... for an eventual run.

[hedge_fun]

Form 8-A12G ....a little more info!

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8031441

RM with a CLEAN SHELL......they are looking to RAISE MONEY!

That's what an IPO is about as well......this SHORTENS the process.

[Rustler]

Well... it's certainly been awful damn quiet; that's for sure!

[hedge_fun]

Isn't this the quiet period....or does the PROSPECTUS come first?

Or are you privy to info others aren't?

TIA

[Rustler]

BFSO is going nowhere... fast.

[hedge_fun]

WHEREAS , the Buyer has returned 115,000,000 shares of common stock to the treasury;

WHEREAS , Buyer desires to purchase (the “Purchase”) in the aggregate 38,000,000 shares (the “ Shares ”) of common stock, par value $.0001 per share of the Company (the “ Common Stock ”), from the Seller, for an aggregate purchase price of $352,941 and the Seller desires to sell the Shares to the Buyer;

WHEREAS , the Company is a corporation subject to the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and the shares of Common Stock are eligible for quotation on the OTC Bulletin Board (the “ OTCBB ”) under the symbol “BFSO”;

WHEREAS , immediately following the closing of the Purchase, the outstanding securities of the Company shall be 58,400,0000 shares of Common Stock consisting of (a) 38,000,000 shares of Common Stock owned by Buyer, and (b) 20,400,000 shares of Common Stock owned by the Company's other stockholders.

3.9 Capitalization . The total authorized and issued capital stock of the Company as of the date of this Agreement is 500,000,000 authorized shares of common stock, par value $0.0001 per share. The one for 17 forward split and the cancellation of 115,000,000 shares effectuated by the Company and Seller were duly authorized and done in accordance with all applicable laws, rules and regulations. At the closing, there will be 58,400,000 issued and outstanding shares of Common Stock. E ach holder of Common Stock issued by the Company is entitled to cast one vote for each share held on all matters properly submitted to the shareholders for their vote; and there are no pre-preemptive rights and no cumulative voting. There are no shares of preferred stock or any other class of security. The Company has no shares reserved for issuance pursuant to any stock option plan or pursuant to securities exercisable for, or convertible into or exchangeable for shares of Common Stock. All of the issued and outstanding shares of capital stock of the Company (i) are duly authorized, validly issued, fully paid and nonassessable and (ii) were issued in compliance with all applicable securities laws. No shares of capital stock of Company are subject to preemptive rights or any other similar rights. There are (i) no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, (ii) no agreements or arrangements under which the Company is obligated to register the sale of any of its or their securities under the Securities Act and (iii) no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing any such rights). The Shares are free and clear of all liens, encumbrances, objections, title defects, security interest, pledges, mortgages, charges, claims, options, preferential arrangements or restrictions of any kind, including but not limited to any restriction on the use, voting, transfer or other exercise of any attributes of ownership, other than those created by applicable federal and state securities laws. Neither the Company nor any of its shareholders is a party to any agreement, voting trust, proxy, option, right of first refusal or any other agreement or understanding with respect to the Common Stock or its respective equity interests.

Upon the Closing, the Buyer will own 65.07% of the issued and outstanding share capital of the Company (each of Ravi Dhaddey and Pol Brisset will own 56.34% and 8.73%, respectively) on a fully-diluted basis, free and clear of any liens, encumbrances, objections, title defects, security interest, pledges, mortgages, charges, claims, options, preferential arrangements or restrictions of any kind, including but not limited to any restriction on the use, voting, transfer or other exercise of any attributes of ownership, other than those created by applicable federal and state securities laws.


http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7984513

[hedge_fun]

8K filed.......management change!

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7984513

1. SALE OF SECURITIES, ETC .

1.1 Share Purchase . Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.1 below) to be held pursuant to Section 2 below, the Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer, jointly and severally, shall purchase and acquire from the Seller, good and marketable title to the Shares, free and clear of all mortgages, liens, encumbrances, claims, equities and obligations to other persons of every kind and character, except that the Shares will be “restricted securities” as defined in the Securities Act of 1933, as amended (the “ Securities Act ”). The purchase price for the Shares shall be $352,941, payable to the Seller (the “ Purchase Price ”). Ravi Dhaddey shall purchase 32,900,000 of the Shares and Pol Brisset shall purchase 5,100,000 of the Shares.

1.2 Post-Closing Capital Structure . Immediately following the Closing there shall be no outstanding securities of the Company except 58,400,000 shares of Common Stock consisting of (a) 38,000,000 owned by Buyer; and (b) 20,400,000 shares of Common Stock owned by at least 25 other stockholders of the Company.

Looks like they bought the CLEAN shell for $352K or .0093 a share.

3.6 SEC Reports . The Company has filed in a timely manner with the Securities and Exchange Commission (the “ SEC ”) all reports required to be filed and is “current” in its reporting obligations (collectively, the “ SEC Reports ”). As of their respective dates, the SEC Reports comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and none of the SEC Reports contained an untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Reports, and none of the SEC Reports, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Reports is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). Other than the letters from the SEC filed on Edgar, the Company has not received any other communication from the SEC, FINRA or any other regulatory authority regarding any SEC Report or any disclosure contained therein.

What do you know........MM Marketing Group wasn't even involved.

[hedge_fun]

Since you have experience with PUBLIC companies, what will we see first?

The prospectus then trading.......or will a quiet period occur?

thx

[Rustler]

The proof will lie in the pudding on this one... when (or if) it ever starts trading again.

[hedge_fun]

LOL.....the PRIOR shareholders are getting MORE shares! Why would they NOT want their shares to go throught the forward split? They are the ones that stand to benefit here!

Did you see how Benefits Solutions did?........rotflmao

btw.....the forward split already occurred! Weren't you troubled NO trading was occurring? Looks like the PRIOR shareholders HELD!

lol

[Rustler]

I would expect it to start trading immediately after the forward split, if not before - so that prior holders could sell if they didn't want their shares to go through a forward split.

[hedge_fun]

Fully reporting means it doesn't sit like DOZENS of other shells with STOP SIGNS that pretend to be doing a RM.

MM Marketing Group is NOT here.....nor are they needed. RM's happen all the time with FULLY REPORTING companies.....usually involving the shell and the RM canidate ONLY.

The name change has occured, and recognized by OTC. The forward split has occurred.

Pretty much on schedule, as the company reported. It just happened. It wasn't announced for weeks and months on end......only to say LAST MINUTE.......

after completing due diligence, it seems the best decision for shareholders is to NOT RM at this time. We will keep shareholders uo to date in the coming days for future plans.......

FULLY REPORTING companies typically have NO SKELETONS.....as they are FULLY REPORTING!

Should see a prospectus followed by an ask.

I know you have posted you have been involved with PUBLIC companies, right?

Does the prospectus happen first.......then a quiet period.....then the offering?

thx in advance

[hedge_fun]

The offering hasn't occured. The forward split was suppose to happen, and it did.

When was BFSO suppose to trade? Do you have a link to that info? Further explain why you're troubled.

thx in advance

[Rustler]

That's what I'm saying... the LACK of trading and the time it's taking to trade once again seems troubling.

[hedge_fun]

The price will almost certainly rise......what do you mean?

Buckeye Oil and Gas has NOT traded yet........

thx in advance

[hedge_fun]

BFSO 8K......LINK!

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7967754

Let's see what the ASKING price will be!

[hedge_fun]

Forward split occurred.....173,400,000 OS LINK!

http://www.otcmarkets.com/stock/BFSO/company-info

Name change.........DONE

Forward split.......DONE

We need a prospectus and an offer for shares...........

Let's see what Buckeye Oil and Gas will be all about........any pertinent, current, relevant info would be appreciated!

[hedge_fun]

Looks like the forward split occurred........now we wait on some financial info about Buckeye Oil and Gas, and then it should have an offer for shares.......right?

thx in advance

[hedge_fun]

Have you seen the shares available for trading YET?......do some DD and you might realize a FORWARD split has YET to occur?

lol

[Rustler]

Great trading day... someday long ago, I suppose. Why is this stock dormant? Odd.

[hedge_fun]

Benefits Solutions is now Buckeye Oil and Gas......link


http://www.otcmarkets.com/stock/bfso/quote

[Rustler]

So BFSO's name change means that this stock's PPS will almost certainly rise, right?

TIA!

[Rustler]

So because BFSO is fully reporting in the eyes of the OTC Markets website, BFSO will now begin trading again and rise in value, right? That's why you posted that BFSO is now fully reporting, isn't it?

TIA!

[Rustler]

Cool. So, how is BFSO trading of late? I'm not seeing a lot of action here... kinda quiet in fact. See, e.g., http://research.tdameritrade.com/public/stocks/overview/overview.asp?symbol=BFSO . What can investors expect now?

[hedge_fun]

BFSO....fully reporting....link!

http://www.otcmarkets.com/stock/BFSO/company-info

Name change in progress.............

[hedge_fun]

http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=P10000041327&inq_came_from=NAMBWD&cor_web_names_seq_number=0000&names_name_ind=N&names_cor_number=P97000079249&names_name_seq=0000&names_name_ind=N&names_comp_name=BENEFITSOLUTIONSSERVICES&names_filing_type=DOMP

[hedge_fun]

Name change in progress.......seeking info!