forms-8.htm
United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Commission
File Number: 000-30891
Turner
Valley Oil & Gas, Inc.
(Exact
name of Registrant as specified in its charter)
|
Nevada
|
91-1980526
|
|
(Jurisdiction
of Incorporation)
|
(I.R.S.
Employer Identification No.)
|
| |
|
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700
West Pender Street E., Suite 604
|
V6A
1V7
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|
(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (250)
746-1551
STOCK
FOR SERVICES COMPENSATION PLAN
(Full
Title of Plan)
Dated:
June 24, 2007
(Agent
for Service:)
LAW
OFFICES OF
WILLIAM
STOCKER
|
PHONE
(949) 369-9161
|
221
SOUTH OLA VISTA
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FAX (949)
369-9273
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FIRST
FLOOR
SAN
CLEMENTE CA 92672
CALCULATION
OF REGISTRATION FEE
(1)(2)
|
TITLE
OF SECURITIES TO BE REGISTERED
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AMOUNT
TO BE REGISTERED
|
PROPOSED
MAXIMUM OFFERING PRICE PER UNIT
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PROPOSED
MAXIMUM AGGREGATE OFFERING PRICE
|
AMOUNT
OF REGISTRATION FEE
|
|
Common
Stock
$0.001
par value
|
5,000,000
shares
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$0.08
per
share
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$400,000.00
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$69.55
|
(1) Estimated
pursuant to Rule 457(c) and (h) of the Securities Act of 1933 solely for the
purpose of calculating the registration fee and based on the average of the
bid
price of the common stock on the last trading date, as reported by the
Over-The-Bulletin Board (OTCBB).
(2) Together
with an indeterminate number of additional shares of common stock which may
be
necessary to adjust the number of shares reserved for issuance pursuant to
the
plan as a result of any future stock split, stock dividend or similar adjustment
of the outstanding common stock pursuant to Rule 416(c) of the Securities Act
of
1933.Place Style On Codes above, and Style Off Codes below.
PART
II
Item
3. Incorporation of Documents by Reference. The following documents are
incorporated by reference as though fully set forth herein, and all documents
subsequently filed by this Registrant pursuant to Sections 13(a), 13(c), 14
and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and a part hereof
from the date of filing of such documents:
(a)
The Registrant's Form 10-KSB
containing Audited Financial Statements for the Registrant's last fiscal
year;
(b)
All other Reports filed pursuant
to Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal
year
covered by the Registrant's last Annual Report; and
(c)
The Issuer's Common Equity Voting
Stock ("Common Stock") Registered under section 12(g) of the 1934 Act, as
described in Form 10-KSB. Each share is entitled to one vote; all shares of
the
class share equally in dividends and liquidation rights. Pursuant to the laws
of
Nevada a majority of all shareholders entitled to vote at a shareholders meeting
regularly called upon notice may take action as a majority and give notice
to
all shareholders of such action. No market presently exists for the securities
of this Issuer.
Item
4. Description of Securities. Not Applicable. See Item
3(c).
Item
5. Interests of Named Experts and Counsel. Counsel is one of the likely
recipient of shares for services.
Item
6. Indemnification of Directors and Officers. There is no provision in
the Articles of Incorporation or the By-Laws, nor any Resolution of the Board
of
Directors, providing for indemnification of Officers or Directors. We are aware
of certain provision of the Nevada Corporate Law which affects indemnity of
Officers or Directors.
NRS
78.7502 provides
for mandatory indemnification of officers, directors, employees and agents,
substantially as follows: the corporation shall indemnify a director, officer,
employee or agent of a corporation; to the extent that he or she has been
successful on the merits or otherwise in defense of any action, suit or
proceeding, whether civil, criminal, administrative or investigative (except
an
action by or in the right of the corporation) by reason of the fact that he
or
she is or was a director, officer, employee or agent of the corporation, or
is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or
other enterprise; if he or she acted in good faith and in a manner which he
or
she reasonably believed to be in or not opposed to the best interests of the
corporation; and, with respect to any criminal action or proceeding, in which
he
or she had no reasonable cause to believe his or her conduct was
unlawful.
Item
7. Exemption from Registration Claimed. Not Applicable. No restricted
securities are re-offered or resold pursuant to this Registration
Statement.
Item
8. Exhibits.
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"Stock
For Services Compensation Plan"
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Exhibit
4
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Audited
Financial Statements for the fiscal years ended December 31,
2006.(Incorporated herein by reference from the Form 10-KSB for the
year
ended December 31,
2006). Also
incorporated by reference are un-audited quarterly reports for the
first
quarter of 2007)
|
Item
9. Undertakings. Not Applicable.
Signatures
The
Registrant, pursuant to the requirements of the Securities Act of 1933,
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated:
March 7, 2007
Turner
Valley Oil & Gas, Inc.
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Christopher Paton-Gay
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Donald Jackson Wells
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Joseph Kane
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CHRISTOPHER PATON-GAY
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DONALD JACKSON WELLS
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JOSEPH KANE
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