Turner Valley Oil and Gas Inc (TVOG)

[loanranger]

The Form 10 filed last year described the Preferred shares authorized with NV in August of 2016 in two different ways.
First they said this:
Preferred stock
"In May 2016, the Company’s board of directors approved and authorized the issuance of 4,000,000 shares of preferred stock. The preferred stock has a par value of $0.01 per share. Each preferred share can be converted into the Company’s common stock at a ratio of 1:10.
During the year ended December 31, 2016, 1,827,000 shares of preferred stock were issued to retire a note payable with the total principal balance and accrued interest through the common stock issuance date of $210,327."

Then they said this:
"Turner has structured the Preferred Stock placement to exchange Series A shares with cash and assets from the anchor investor and third party sellers. The transaction includes the issuance of 25,000,000 Series A Preferred Shares, convertible at a ratio of 2 to 1, with a minimum price per share of $1.00 in exchange for vessels and capital. This structure protects both insider and retail investors from dilution to Turner’s common stock structure."


The second thing never happened.


In the current purported deal ("American") they filed an 8-K on 2/13 that said this:
1.5. The Preferred Stock shall be convertible to common stock at a fixed price per share of $0.01 and have a 2.5% yield payable in cash or in kind every 12 months after effective date.
1.6. The Preferred Stock conversion price shall be guaranteed for 12 months, whereas a lower price per share at the end of the period for an average of the last 10 trading days of the period shall result in a one-time lowering of the conversion price to that average.
https://www.sec.gov/Archives/edgar/data/1098343/000109991019000010/tvog_8k.htm

Then they issued the latest 8-K on 3/14 ("no dividend") and linked the "full agreement:
https://tvoginc.com/wp-content/uploads/2019/03/TVOG-VIsco-Paving-Final-PSA-Fully-Executed-03-06-19.pdf

At the end of the linked document they show a "PREFERRED STOCK CERTIFICATE OF DESIGNATION" for the Series B Preferred. That's what they would normally file with the State. It has some inconsistencies in it that need to be addressed (which I think you've noticed) but the weirdest thing about it is that in Addition to Helm it shows a signature by....
Donny Privett, President/Owner
Vision Services, LLC

That's not proper and if it is ever filed with Nevada they may have a problem with it. TVOG is designating the shares and no one else's signature should be on there. More importantly the document is dated on 3/6 and it hasn't been filed. The shares don't exist and can't be issued until then.

As you said....
"TVOG needs to spend some measly hundreds

of dollars to legit file

to use series b preferred

shares for a deal"

I believe that the creation of the new series of Preferred requires shareholder approval.
https://www.leg.state.nv.us/nrs/nrs-078.html#NRS078Sec195
https://backend.otcmarkets.com/otcapi/company/financial-report/121868/content
https://backend.otcmarkets.com/otcapi/company/financial-report/121869/content