BLACKSTONE OIL & GAS, INC.

Common Stock Offering of a minimum of $100,000 (20,000 Shares) And a maximum of $10,000,000 (2,000,000 Shares) $5.00 per Share Minimum Subscription – $50,000 (10,000 Shares)

The articles of incorporation of Blackstone Oil & Gas, Inc., a Nevada corporation (the “Company” or “Blackstone”) authorize it to issue up to 100,000,000 shares (the “Shares”) of Common Stock of $.001 par value (“Common Stock”).

The Company is hereby offering for sale to qualified investors (“Investors”) up to 2,000,000 Shares at a purchase price of $5.00 per share. The minimum subscription for each investor is $50,000 (10,000 Shares), although the Company may accept lesser subscriptions in its discretion. The minimum number of Shares to be sold pursuant to this Offering is 20,000, for an aggregate purchase price of $100,000 (the “Minimum Offering” or the “Minimum”). The Minimum Offering is being made on an “all-or-nothing, best-efforts” basis, which means that unless the Minimum Offering is sold, none will be sold. If we receive subscriptions for more than 20,000 Shares, we may, in our sole discretion, increase the number of Shares to be sold in the Offering to 2,000,000, for an aggregate purchase price of $10,000,000 (the “Maximum Offering”). The initial Closing of the offering will occur upon receipt by the Company of acceptable subscriptions totaling the Minimum Offering in gross proceeds no later than June 30, 2018 which is subject a 90-day extension at the option of the Company. Following the closing on the Minimum, the Company may continue the offering until subscriptions for an additional $9,900,000 for an aggregate of $10,000,000 (the “CSO Maximum” or the “Maximum”) have been received. All subscription funds will be deposited into a noninterest bearing account and held by Wells Fargo Bank at 21108 Ventura Boulevard, Woodland Hills, CA 91364, as Escrow Agent until the Minimum has been raised, subject to the June 30, 2018 deadline and if determined by the Company, the 90-day extension period.

The Company may terminate the CSO at any time upon notice to all offerees of not less than 14 days. If after one (1) year or at the time of any 14-day termination notice from the Company, the CSO Minimum has not been achieved, all funds collected shall be returned to purchasers and the CSO shall be terminated. Partial closings once the CSO Minimum is reached will be permitted in order to remit funds to the Company as collected. If this Offering is not consummated for any reason, all proceeds deposited into escrow will refunded to the investors without interest or deduction.

The CSO Selling Costs are projected as follows: Selling Cost Amount Purpose 10% of gross proceeds from sale of Commissions and/or fees to broker-dealers/RIA’s Common Stock (1) and/or agents for sale of Common Stock.

Up to 2% of gross proceeds from sale of Internal administrative costs (legal, accounting Common Stock (2) and other offering-related expenses)

(1) As of the date of the Memorandum, we have not retained any broker-dealers or Registered Investment Adviser (RIA) finders. However, we reserve the right to engage finders or FINRA member broker-dealers, and in the event we engage finders or FINRA member firms, we expect to pay finders’ fees or sales commissions of up to 10% of the proceeds on sales of Shares sold to investors introduced by such member Firm. The 10% referred to above assumes our payment of 10% in sales commissions or finder’s fees on the sale of all Shares. To the extent that no broker-dealers, Registered Investment Adviser and/or finders are retained, the additional cash proceeds as a result will be applied to working capital.

(2) Represents the maximum amount payable for offering expenses. To the extent less than 2% is used for offering expenses, the additional cash proceeds will be applied to working capital.

The Company currently has issued and outstanding 3,811,289 shares of Common Stock1 and including having recently converted 1,196,116 shares of Convertible Series A Preferred Stock2, (“CPSA”) to Common shares and additional Common Stock Options. In addition, Management retains a fully diluted 30% of the Company’s Common Stock and CPSA through ownership of stock options, some of which are reserved for future assignment and distribution. Management options will increase by 600,000 shares if the full Common Stock Offering of two (2) million shares are purchased.

This Common Stock Offering will remain open for up to one (1) year from the date of this offering memorandum, until April 30,2019, provided that (a) Management may extend the offering by an additional 90 days in its discretion, (b) the CSO may be terminated at any time in the discretion of management in the event at least $100,000 in gross proceeds are raised (the “CSO Minimum”), and (c) Company may terminate the CSO at any time upon notice to all offerees of not less than 14 days. If after one (1) year or at the time of any 14-day termination notice from the Company, the CSO Minimum has not been achieved, all funds collected shall be returned to purchasers and the CSO shall be terminated. Partial closings once the CSO Minimum is reached will be permitted in order to remit funds to Company as collected. Upon the final closing of the CSO Minimum, additional net proceeds received until the CSO Maximum is reached shall be applied as determined by management to be in the best interest of its holders of Common Stock and CPSA. The Common Stock offered hereby will be issued under exemptions from the registration requirements of securities legislation in all applicable jurisdictions. In order to purchase Common Stock, each prospective purchaser will be required to be an “accredited investor” (as defined under Regulation D) and will be required to execute and deliver to the Company a Subscription Agreement in the form provided by the Company, which agreement will require that the prospective purchaser confirm their qualifications to invest in accordance with such requirements. As also required by Rule 506(c) of Regulation D, the Company must have taken reasonable steps to verify for each prospective investor, that immediately prior to making any sale, and after making such inquiry and taking such reasonable steps, such person, has such knowledge and experience in financial and business matters that the proposed investor is capable of evaluating the merits and risks of the prospective investment, See “Details of Offering – Method of Subscription.” The Common Stock is being offered through the Company’s executive officers for which no commissions will be paid. However, the Company reserves the right to engage finders or FINRA member broker-dealers, Register Investment Advisor and in the event the Company engages finders of FINRA member firms, the Company expects to pay finders’ fees or sales commissions of up to 10% of the proceeds on sales of Shares to investors introduced by such member Firm. Promptly following each Closing, each shareholder will be issued certificates for Shares purchased in the Offering.

At present, there is no market through which any of the offered securities may be sold. The Company can make no assurances as to when, if ever, a listing or quotation may become available. Under applicable securities legislation, any resale of Common Stock will be restricted. See “Resale and Transfer Restrictions”.

1 Does not include additional unexercised Common Stock Options, including Management Options and Agent warrants. 2 Does not include additional unexercised Common Stock Options after conversion of Series A Preferred Stock to Common Stock Options. NOTICE TO OFFEREES

This Memorandum does not constitute an offer to sell or the solicitation of an offer to buy the Shares in any jurisdiction in which such offer or solicitation would be unlawful.

No person has been authorized to give any information or to make any representations other than those contained in this Memorandum and, if given or made, such information or representations must not be relied upon. The delivery of this Memorandum at any time does not imply that the information herein is correct as of any time subsequent to the date hereof. Blackstone does not undertake any obligation to update or supplement this Memorandum.

The information in this Memorandum is confidential and proprietary to Blackstone, and is being submitted to you solely for your confidential use and with the explicit understanding that, without the prior written permission of Blackstone, you will not release this Memorandum or discuss this Memorandum, its existence, or any of the information contained herein, or make any reproduction of or use this Memorandum for any purpose other than to evaluate a potential investment in the Shares offered hereby; provided, however, that you are authorized to disclose the tax treatment and the tax structure of the transactions described herein to your advisors, without limitation of any kind. By accepting delivery of this Memorandum, you agree to promptly return it and any other documents or information furnished to you by or on behalf of Blackstone, and all copies thereof, if you elect not to purchase the Shares offered hereby, or if the Offering is terminated or withdrawn, and you agree to keep such information contained in this Memorandum confidential until it is otherwise publicly disclosed.

This Memorandum contains summaries or explanations of certain documents that govern or are otherwise related to the transactions described herein. Such summaries or explanations are believed to be accurate. However, reference is hereby made to the actual documents in their entirety (copies of which accompany this Memorandum or are available for inspection at the offices of Blackstone). All such summaries or explanations and the other statements and information set forth in this Memorandum are qualified in their entirety by reference to such documents. Prior to your purchase of Shares, you should conduct an independent investigation of the risks posed by an investment in the Shares. You and, as applicable, your representatives may ask questions of the executive officers of Blackstone about any aspect of this Common Stock Offering and may obtain from them, if they possess such information or can acquire it without unreasonable effort or expense, any additional information necessary to verify information set forth in this Memorandum provided that you agree to be bound by the confidentiality provisions hereof as if such information was contained in this Memorandum. You may mail questions, inquiries, and requests for information to:

Blackstone Oil & Gas, Inc. 2321 Rosecrans Ave. Ste. 1295 El Segundo, California 90245 Attn: Robert Deller, President

You and your representatives, if any, will be asked to acknowledge in the Subscription Agreement, attached as Exhibit A to this Memorandum, that you were given the opportunity to obtain additional information and that you did so or elected to waive the opportunity.

The Shares are being offered subject to (1) withdrawal, cancellation, or modification by Company without notice, (2) the terms and conditions described in this Memorandum, (3) prior sale, and (4) Company’s right to reject any subscription in whole or in part or to allot less than the number of Shares subscribed for. You may not be able to liquidate your investment in the Shares in the event you wish to do so, whether because of an emergency that befalls you or for any other reason, due to the substantial restrictions on transfer imposed under federal and state securities laws on resale of the Shares to be purchased in this Common Stock Offering. The suitability standards and requirements established in this Memorandum and the subscription documents attached hereto are the minimum standards and requirements for qualification of investors in this Common Stock Offering and the satisfaction of such standard does not necessarily mean that an investment in the Shares is a suitable investment for any particular investor. YOU SHOULD CONSULT YOUR OWN INVESTMENT, LEGAL, TAX AND ACCOUNTING ADVISORS TO DETERMINE WHETHER AN INVESTMENT IN THE SHARES IS AN APPROPRIATE INVESTMENT FOR YOU AND THE APPLICABLE LEGAL, TAX, REGULATORY, AND ACCOUNTING TREATMENT OF SUCH AN INVESTMENT. IN MAKING AN INVESTMENT DECISION YOU MUST RELY ON YOUR OWN EXAMINATION OF COMPANY AND THE TERMS AND CONDITIONS OF THE COMMON STOCK OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING SUCH A DECISION.

NONE OF THE SHARES OF COMMON STOCK HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND THE SHARES ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OR SAID ACT AND SUCH LAWS. THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. MEMORANDUM SUMMARY

The following summary is provided for convenience only and is not intended to be complete. It is qualified in its entirety by reference to the detailed information and financial information appearing elsewhere herein. Prospective investors are strongly urged to review this Offering Memorandum carefully in its entirety. Note: the information contained in this summary is not complete. This memorandum summary is not an offer to sell nor does it seek an offer to buy any securities in any jurisdiction where the offer or sale is not permitted.

Company: The Company, a Nevada corporation was originally formed in January 2006 as a Delaware limited liability company and converted to a Delaware corporation in March 2007. In 2014, the Company changed its domicile to a Nevada corporation pursuant to a reincorporation merger. The Company originally operated as a complex acquisition and litigation workout specialist in the oil and gas industry. By specializing in this niche industry with careful attention to due diligence/risk factors, the Company objectives are to acquire properties at attractive discounts to market value at time of acquisition. Its initial project was as an advocate for the interests of shareholders and certain creditors of South Coast Oil Corporation (“SCOC”), based in Huntington Beach, California, to help finance and/or acquire assets. The Company efforts led to the formulation of a relationship with E&B Natural Resources Corp., a California-based oil & gas operating company (“E&B”). The Company collaborated with E&B on the development of strategies to purchase some of the assets of SCOC, subject to the SCOC Chapter 11 involuntary bankruptcy. This included SCOC’s 50% equity interest in the Springfield Unit via Angus Petroleum Corp. (“Angus”) and the other 50% interest in the Springfield Unit, then owned by Hunt Petroleum Corporation (the “Hunt Petroleum Interest.”). During this process, the Company assisted E&B in purchasing the Hunt Interest for $1.4 Million, which ultimately led to the resumption of oil production at the Springfield Unit and E&B’s independent purchase of Angus for $10 Million. Thereafter, the Company and E&B mutually agreed to conclude their relationship, which culminated in Company acquisition of a 1-2% overriding Royalty Interest of presently $2.2 Million in certain oil production in the Springfield Unit and additional cash; a negotiation favorably approved by the Company management and shareholders. As a result of the Company’s lengthy experience with SCOC both before and throughout the bankruptcy process and management’s experience in oil and gas, natural resource infrastructure, operations, consulting and turnarounds, we believe the Company is uniquely poised to capitalize on its knowledge and experience. As such, it has additionally explored, invested in and acquired purchase options in other oil and gas ventures. The Company presently has a Working Interest, Royalty Interest and Options to purchase Working Interests in three separate producing projects in the oil rich states of California, Texas, and Oklahoma. Each project is being run by a small number of local contractors. Blackstone consults on, and participates in structuring, financing, and asset acquisition. The Company’s considerable experience working with companies both before and throughout the acquisition and development process, coupled with management experience in oil and gas and natural resource infrastructure, operations, and turnarounds; makes the Company, in our opinion, positioned to capitalize on opportunities to acquire distressed or discounted oil and gas assets with significant upside potential.

In support of this strategy, Blackstone has established working relationships with what it believes are top level petroleum engineers, geologists, consultants and advisers who have worked in oil and gas projects/production in California, Texas, and Oklahoma for the past 30-50 years. These professionals have more than 200 years of collective experience that Blackstone can mobilize to review potential projects.

Summary of The Company intends to acquire projects primarily in California, Texas, and Oklahoma. Events/ With the recent reduction in oil prices ranging from $30-60/ per barrel in 2015- 2017, the Proposed Company believes there are and will be additional opportunities in 2018 and ongoing to Activities: acquire discounted and distressed oil and gas projects at favorable prices. The Company has identified the following projects as initial target investments:

a) From 2008-2012, Blackstone began working toward acquisition of SCOC assets in Huntington Beach California, through an asset purchase under Section 363 of the Bankruptcy Code. In December 2012, via negotiations with E&B, the Company acquired an Overriding Royalty Interest in certain oil production in the Springfield Unit in Orange County, California; currently being produced by Angus Petroleum Corporation in the total amount of $2,429,545. The Company has been receiving Royalty payments on a monthly basis based on volume of production. Activity at the Angus Petroleum Springfield Unit site has resulted in over 300,000 barrels of oil produced from June 2009 through December 2017, resulting in revenues estimated to exceed $15 Million. For further details, see pages 23-28 of this Offering, or contact the Company for reports on Angus Petroleum Corporation and the Springfield Unit. b) In 2015, Blackstone formed Pacifoco, Inc. (Pacifoco), as a wholly owned subsidiary. In 2016, Pacifoco acquired $2.2 Million of SCOC Creditor Claims negotiated by Company Contractors for the benefit of Pacifoco. This acquisition resulted net after expenses, Pacifoco Inc. in excess of $400,000 in first quarter 2018; in exchange for approximately 8% Pacifoco of authorized Pacifoco stock outstanding, consisting of shares of Pacifoco Series A common stock and Pacifoco series A 7% convertible preferred stock. Blackstone currently retains approximately 92% ownership of Pacifoco, not including stock options to management. Certain Creditor Claim Sellers are also Blackstone/ Pacifoco Directors/Afflicates including: Robert Deller, Mark Dodge, Edward Lear, Fred Oliver, GlobalVest/ Steven Sogard and Larry Carpenter. In 2016, Blackstone granted Pacifoco 5 year Options to purchase up to 300,000 Shares of Blackstone Common Stock at $3 Share. In December 2017, Pacifoco partially exercised options to purchase 185,000 Common shares of Blackstone, resulting in $555,000 to the Company. c) On March 30, 2017, Blackstone signed a Strategic Alliance with Mosman Oil & Gas Inc., (Mosman), based in Australia trading on the London Stock Exchange. The Strategic Alliance is designed to identify certain oil and gas opportunities in Texas, Oklahoma, and California. These states support a strong history of oil and gas reserves and still represent substantial production present today. Potential acquisitions may include reserves and/or existing production, which are evaluated with regard to medium to long term upside production potential. By combining management experience and economies of scale, the Strategic Alliance is expected to present multiple opportunities identified and vetted by a team of experienced professionals using local operational and asset valuation expertise. The Strategic Alliance is consistent with both Blackstone and Mosman intentions to seek and evaluate new oil and gas development opportunities with reserves, production and/or cash flow. Various potential project opportunities remain under review by Blackstone/Mosman, some of which reach technical due diligence and ongoing review in negotiations through confidentiality agreements. Mosman Operating LLC, is Operator of record of the first Strategic Alliance project acquired (Strawn in 2017) and is governed by a Joint Operating Committee (JOC); consisting of an equal number of representatives from Blackstone and Mosman. JOC oversees the project operator and provides further analysis to individual project opportunities stemming from the Strategic Alliance. Provisions of the Strategic Alliance, however, alternatively provide for Blackstone and Mosman to pursue other projects independently of each other d) On April 18, 2017 - Strawn Project Acquisition - Blackstone and Mosman each acquired 50% equal Working Interests in Strawn; with Mosman Operating LLC acting as Operator on the Project per the Strategic Alliance. Strawn is located in Young and Archer Counties, Texas, approximately 200 km west of Dallas; and consists of 27 existing wells, most of which are not currently in production due to recent lower oil prices and historic low levels of maintenance (6 are currently producing). The Project is some 1,300 acres spread over 7 established leases which are documented in accordance with local requirements. As reported by Mosman at time of acquisition, the leases did not have a resource identified though production on the leases by the vendor since 2003. The Strategic Alliance has commenced a detailed program of maintenance and workovers in order to increase the current rate of oil production, as the wells were producing just five barrels per day at acquisition. The Project has previously produced at rates of over 600 barrels per day and has certain production facilities in place. Assets include equipment such as pump jacks, small tank farms and other infrastructure which were included in the acquisition price. The total joint acquisition price for 100% of the project was $150,000 with each Working Interest Partner having a 50% ownership. Total transactional costs to Blackstone included an additional approximate $30,000. Approximately $150,000-$300,000 will be jointly spent in first year of operations on the maintenance and site workover plan. Blackstone intends to fund additional Strawn working capital if needed from Use of Proceeds of this offering. In order to assess the resource potential on the leases, the JOC technical team will examine aspects of the Project by applying a number of modern exploration techniques, which had not previously been exploited. The leases are “held by production” and typically Working Interests in these type of projects continue as long as revenue exceeds operating cost; which is mainly a function of budgeting in operations and variable oil prices. Based on current production ranging from 10-20 barrels per day, JOC anticipates the field will produce for the foreseeable future. e) On May 26, 2017; Arkoma Stacked Pay Acquisition- The Arkoma acquisition has been structured to secure initial Working Interests and Options to acquire additional Working Interests over time. In 2017, Mosman closed on an acquisition of the initial 10% Working Interest in the Arkoma Stacked Pay Acquisition (Arkoma) located in Okfuskee County, Oklahoma for a consideration of $500,000. As a condition of the transaction, Blackstone acquired an Option until March 31, 2018 to purchase up to 45% Working Interest in Arkoma for $1.5 Million, which has since been amended to allow Mosman and Blackstone to each retain Options to purchase up to 33% Working Interest for a total of $1.2 Million each. As of April 1, 2018, Blackstone has purchased 7 ½ % Working Interest for $218,750, and retains additional Options exercisable at Blackstone’s discretion, in incremental payments throughout 2018 to increase its Working Interest ownership percentage; to be funded by Use of Proceeds of this offering. The seller, Inland Oil & Gas Corporation and Inland Operating Company, will retain a minimum 33% Working Interest and remain as Oil & Gas Operator. Inland estimates the gross reserves and resources of the surrounding area to be 8.48 Million barrels of oil, based on 3D seismic estimates by the previous owner which were used to identify a significant geological structure. Additionally, the wells drilled to date have demonstrated multiple reservoir horizons. Mosman Operating, LLC has conducted initial technical due diligence and has commissioned an independent reserves and resource report to compliment the seller/vendor estimates. As consideration for closing an initial 10% and securing the Blackstone back-end Options to purchase up to 33% Working Interest, the Company paid Mosman a $100,000 Facilitation Fee at completion of the Initial Transaction on May 26, 2017. The Blackstone/Mosman alliance also retains a First Right of Refusal on any other projects in the 36 square mile 3D seismic area owned by Inland, where five other targets have been identified. As reported by Mosman and Inland operating, details of the Arkoma Stacked Pay Project include 3D seismic survey over a larger general area which led Inland to focus on the 400 acres forming the Arkoma Project. The seismic enabled the mapping of an uplifted NE-SW horst block with eight stacked reservoirs. The primary reservoir is the Wilcox sandstone at approximately 4,000 feet. Additional shallower oil and gas conventional pay zones include the Viola, Cromwell, Union Valley, Gilchrist and Booch sands, and two “tight gas” shales including the Woodford Shale. The Arkoma Project includes surface leases, five production wells, a water disposal well, production infrastructure, seismic and other data. Inland Operating currently operates the field. The first deep well in the area, Wise 1-25, was drilled in 2015. Initial flow rates were up to 85 barrels of oil per day. Production has been constrained as there was no water disposal well, but this well has already produced over 350,000 barrels of oil, and recently produced 20 barrels of oil per day. There is existing onsite infrastructure which includes roads, pumps, separators, tank batteries, three phase electrical power and a connection to a gas pipeline. In 2018, Mosman and Blackstone have ordered additional reports in an effort to update/verify data provided herein. The Blackstone/Mosman Strategic Alliance deliberately negotiated the acquisition in stages so that; a) further work can be performed to update reports and to ensure compliance with SPE definitions; b) production from existing wells can be extended before Blackstone/Mosman decide to exercise purchase Options; and c) further due diligence can be completed.

The Inland Assets are comprised of Leases, Wells and Unitizations including:

Well Initial Maximum Net Inland Mosman/Blackstone Blackstone Interest Interest in Inland Interest Participation following (Maximum) exercise following exercise of of Options Options

Wise 1-25 20% 33%/33% 6.67%

Wise 3-25 92.5% 33%/33% 30.82%

Williamson 92.5% 33%/33% 30.82% 4-25 Williamson 25% 33%/33% 8.33% 5-25 Crawley 92.5% 33%/33% 30.82% 2-36

• 100% of a water disposal well. • 100% of the three phase power supply lines. • Infield oil and gas gathering systems owned to be in proportion to Working Interests. • The geological data base covering the total project 400 acres. • The 36 square miles of 3D seismic which Mosman Operating and the Joint Venture have access to through the included First Right of Refusal on any projects in the 36-square mile 3D seismic data owned by Inland, (where 5 other targets have been identified). • The leases are held by production and there is no minimum work requirement. As the wells are all recently drilled, there is no imminent inherited abandonment liability. f) In 2017, the Company issued a Note to Hammerhead Managing Partners, LLC (HMP) of up to $100,000 for the purpose of financing HMP litigation matters involving the Pine Mills field in Southern Wood Country, Texas; about 10 miles north of the Hawkins and the giant Hawkins Woodbine oil field; in exchange for the Company receiving First Right of Refusal to participate in HMP’s position in Pine Mills. (See Pine Mills; page 34) Approximately $30,000 has been issued to HMP as of the date of this offering. HMP also retains Options to acquire up to 20% Working Interest in Blackstone acquisitions that pertain to the Blackstone/Mosman Strategic Alliance. g) November 2017: The Company entered into negotiations to form a Strategic Alliance with Harbor Services, LLC, an Oklahoma based oil & gas company and operator. While a final agreement is not yet in place, both parties are pursuing potential Joint Venture acquisitions in Texas and/or Oklahoma, to acquire existing oil & gas wells for current production, increase production by re-working idle wells needing repair, and potentially drilling new wells. The Alliance objective is to increase the value of existing Harbor Services assets of up to 40-50 wells. These wells currently produce approximately 35 barrels of oil per day and 760 MCF Natural Gas. With existing infrastructure already in place; investment into improving operations and technologies is forecasted to bring significant increased production and accelerated value in the assets. Blackstone/ Pacifoco goal is to contract with Harbor to purchase up to a 50% Working Interest in the 40-50 Harbor wells. Acquisition costs to Company are estimated to be in $1-2 Million range and possibly up to an additional $1 Million to build up and improve infrastructure. Andrew Magness, owner and CEO of Harbor Services, has over 25 years experience in the oil & gas industry as an owner and Senior Executive. Mr. Magness owns/operates over 50 wells in Oklahoma and Texas and currently is a consultant to Blackstone. h) The Company and Pacifoco have examined a number of additional projects as possible acquisition targets to be part of a larger overall strategy. Thus, additional potential acquisitions in distressed or poorly managed assets will continue to be examined and evaluated. OVERVIEW OF OFFERING

Issuer: Blackstone Oil & Gas, Inc., a Nevada corporation

Common Stock Outstanding Prior to Offering: 3,811,289 Shares (1)

Securities Being Offered: Shares (the “Shares”) of Common Stock, par value $0.001 (“Common Stock”)

Offering Size: The minimum number of Shares to be sold pursuant to this Offering is 20,000, for an aggregate purchase price of $100,000 (the “Minimum Offering” or the “Minimum”). The Minimum Offering is being made on an “all-or-nothing, bestefforts” basis, which means that unless the Minimum Offering is sold, none will be sold. If we receive subscriptions for more than 20,000 Shares, we may, in our sole discretion, increase the number of Shares to be sold in the Offering to 2,000,000, for an aggregate purchase price of $10,000,000 (the “Maximum Offering” or the “Maximum”).

The Common Stock: Holders of Common Stock have all of the rights of Common Stock, including the right to one vote per share on all matters submitted to vote of the holders of Common Stock.

Investor Suitability: All investors must be “accredited investors” as defined under Rule 501 of Regulation D, and meet all other suitability requirements set forth herein under the caption “Suitability Standards and Subscription Procedures,” and as contained in the Subscription Documents attached as Exhibit A to this Memorandum. As also required by Rule 506(c) of Regulation D, the Company must have taken reasonable steps to verify for each prospective investor, that immediately prior to making any sale, and after making such inquiry and taking such reasonable steps, such person has such knowledge and experience in financial and business matters that the proposed investor is capable of evaluating the merits and risks of the prospective investment. Closings: The initial closing of the Offering will occur as soon as practicable after receipt by the Company of acceptable subscriptions totaling a minimum of $100,000 in gross proceeds (the “Initial Closing Date”) provided that the Minimum Offering must be completed by June 30, 2018, or else the Offering will terminate and any proceeds received will be returned to the investors. If we elect to continue the Offering following the Initial Closing Date or until subscriptions for an additional $9,900,000 have been received, subsequent closings may occur (each, a “Subsequent Closing Date”) until the earlier to occur of: (i) the date on which the entire Offering has been subscribed for and accepted by us (the “Final Closing Date”), or (ii) the one year anniversary of this Memorandum (the “Final Termination Date”). The Final Termination Date may be extended by up to an additional ninety (90) days at the discretion of the Company, without notice to investors.

Use of The net proceeds from the CSO Minimum will be applied to investments and operations Proceeds: pursuant to the objectives outlined herein including working capital, due diligence, additional acquisition contract payments, or investment in strategies to generate leases and/or operating income from the Huntington Beach, Strawn, Arkoma, Harbor Services Strategic Alliance and/or Pine Mills oil and gas opportunities. (See page 9 Summary of Events/ Proposed Activities). Net proceeds may alternatively be used for other oil and gas and energy opportunities Management deems appropriate to increase value of acquired assets in its sole discretion. Company has and currently is, engaged in substantial due diligence on other potential target acquisitions in California, Texas, Oklahoma and elsewhere. Company has spent millions of dollars in research, due diligence and acquisitions to date pertaining to the Angus, Arkoma, Strawn, Pine Mills, Harbor Services and other potential acquisitions to address and attempt to mitigate a significant portion of the risk factors identified herein in an industry with significant barriers to entry.

As noted, the Company shall be under no obligation to pursue any specific investment agenda if it determines in its sole discretion that the same is too problematic or unattractive, as compared to alternative investments. See detailed discussion under the Company’s “Use of Proceeds-Business Plan”. Dilution: The Company has allocated to its founders and management options to purchase that number of shares of Common Stock which will represent 30% of the total number of voting shares without future dilution through the issuance of up to an additional 600,000 common shares pursuant offering. If this is offering is fully subscribed, this block of stock will amount to options to purchase a cumulative total since 2008 of 2,362,864 Common Shares. Management/founders may thus acquire up to, in the aggregate, approximately 30% of the total issued and outstanding shares of Common Stock, and approximately 30% of the total issued Preferred stock (including CPSA previously issued)3. Common Stock holders are subject to uncertain future dilution resulting from the declaration of stock dividends, exercise of Agent Warrants (as described herein) 3 , and/or the private or public offering of additional shares of Common and/or of Preferred Stock to raise additional equity capital. See detailed discussion under “Dilution”.

3 Agent Warrants account for 3.54% of total voting stock on a fully-diluted basis, including conversion of Preferred Dividend shares into Common

Voting Rights: Each holder of Common Stock is entitled to one vote for each share of Common Stock held by such stockholder on all matters submitted to a vote of Company stockholders. Holders of Common Stock do not have cumulative voting rights.

Capital Structure: Assuming the sale of the Maximum Shares offered to investors in this Offering, there will be issued and outstanding on a pro forma basis 5,811,289 shares Common Stock, including 1,196,116 shares of Common Stock designated for conversion of Series A Convertible Preferred stock (CPSA); 371,308 shares of Common Stock reserved for issuance upon exercise of stock options for Agent Warrants, and 2,422,864 shares of Common Stock reserved for issuance upon exercise of the Management Options referred to above. Holders of CPSA Stock were entitled to an annual dividend equal to 10% of the purchase price paid for such shares (computed on simple interest basis), payable in cash or in kind with additional shares of CPSA Stock within 90 days following the end of the fiscal year (currently a calendar year). Such dividend is cumulative in that any unpaid amount shall accrue until paid, or the holder converts to Common Stock. Subscription Procedure: Accredited investors interested in subscribing for Shares in this Offering must do the following: Deliver completed and executed copies of the Subscription Agreement and Investor Questionnaire attached thereto, copies of which are attached to this Memorandum as Exhibit A, to the Company at the address provided in the Subscription Agreement; and Deliver the purchase price in the amount of $5.00 per Share to the Company by wire transfer using the wire transfer instructions provided in the Subscription Agreement. Risk Factors: This Offering involves a high degree of risk and is suitable only for persons of substantial financial means who have no need for liquidity and are able to afford a complete loss of their investment. (See “Risk Factors” for additional considerations).

Summary of Risk Factors Notice to Investors: The Purchase of these Securities Involves Certain Investment Risk.

The shares have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and are subject to certain exceptions. Each underwriter has agreed that it will not offer or sell the shares within the United States, except by Regulated D, Rule 506 (C) or to Accredited Investors in accordance with other private placement exemptions under the Securities Act.

Offer and sales of Shares made pursuant to the exemption provided by Regulation D Rule 506 (C) will be made only to Accredited Investors or to Qualified buyers, each of whom will, by its purchase of the shares, be deemed to have represented, warranted and agreed for the benefit of the Company as follows: a) It is authorized to consummate the purchase of shares; b) It understands and acknowledges that the shares have not been and will not be registered under the Securities Act or the securities laws of any state of the United States, and that the offer and sale of the shares to it are being made in reliance upon Regulated D Rule506 (c) or Rule 144A;

c) It is an Accredited Investor or a Qualified Buyer and is acquiring the shares for its own account or for the account of one or more Accredited Investors Qualified Buyers with respect to which it exercises sole investment discretion and not with the view to any resale, distribution or other disposition of the shares in violation of Untied States federal or state securities laws; d) It acknowledges that it has not purchased the shares as a result of any general solicitation or general advertising (as such terms are defined in Regulation D under the Securities Act) including advertisement, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; e) It understands and acknowledges that the shares are “ restricted securities” within the meaning of Regulation D Rule 506 (C), and that if in the future it decides to offer, resell, pledge or otherwise transferee only (1) to the Company; (2) within the United States, in accordance with (i) Regulation D Rule 506 (C) to a person the seller reasonably believes is a qualified Buyer that is purchasing for its own account or for the account of one or more Qualified Buyers and to whom notice is given that the offer, sale, pledge or transfer is being made in reliance upon Regulation D Rule 506 (C) or (ii) Rule144, if available, and in compliance with any applicable state securities laws of the United States; or (3) in another transaction that does not require registration under the Securities Act or any applicable state securities laws of the United States, in the case of proposed transfers pursuant to (2) or (3) above, providing an option of counsel, of recognized standing reasonably satisfactory to the Company, to the effect that the proposed transfer may be affected without registration under the Securities Act; f) It acknowledges that it has received a copy of this Private Placement Memorandum and has been afforded the opportunity to ask such questions as it deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the shares and to obtain such additional information which the company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in this Private Placement Memorandum and that it considered necessary in connection with its decision to invest in the shares.

There is no public market for the shares, and no guarantee can be made that a public market will develop whereby the sale or transfer of the shares may be possible. The shares offered hereby are being offered and sold to accredited investors or qualified buyers in reliance upon the exemption from the registration requirements of the securities act provided by Regulation D Rule 506 (C) and to accredited investors in reliance upon another exemption from the registration requirements of the securities act. Each purchaser of the shares that is an accredited investor or qualified buyer is hereby notified that the offer and sale of the shares is being made in reliance upon the exemption from the registration requirements of the securities act provided by Regulation D Rule 506 (C) or Rule 144A. OIL (WTI) 5 YEAR CHART (MAY 1ST 2013 – APRIL 30TH 2018)

OIL (WTI) 5 YEAR CHART (MAY 1ST 2013 – APRIL 30TH 2018)

http://markets.businessinsider.com/commodities/historical-prices/oil-price/ usd/1.5.2008_30.4.2018?type=wti http://markets.businessinsider.com/commodities/historicalprices/oilprice/ usd/1.5.2013_30.4.2018?type=wti THE COMPANY Blackstone Oil & Gas, Inc. was originally established in January 2006 as a Delaware limited liability company (Blackstone Oil & Gas, LLC). In March 2007 the Company was converted to a Delaware stock corporation. In 2014, the Company reincorporated as a Nevada corporation.

In 2015, the Company formed Pacifoco, Inc., a Utah corporation, originally as a wholly-owned subsidi- ary. However, since 2015, Pacifoco has issued securities to additional parties and is currently a majority subsidiary of Blackstone. The Company and Pacifoco have the following individuals serving as its senior management team.

Robert Deller Having served with Blackstone since 2013, Mr. Deller, 61, has over 30 President, Secretary years Wall Street financial experience in managing investment portfolios Director for high net worth individuals, city municipalities and trusts. His career began in 1983 as Senior Vice President and partner for the investment advisory firm of Noroian and Associates. Mr. Deller assumed direct investment management responsibilities for over $30 Million in ERISA mandated funds. He has been employed with Dean Witter Reynolds, Bateman Eichler, Hill Richards, Kemper Securities and Prudential Se- curities as an account executive before establishing his own Registered Investment Advisory firm and Insurance Agency, Desert Capital Man- agement Group, Inc. in 1997. Mr. Deller sold Desert Capital in 2012 and joined Blackstone. He is a past Director and Secretary of South Coast Oil Corporation and holds a BS degree in Speech and Political Science from Willamette University in Salem, Oregon.

Peter Laehy Mr. Laehy, 66, is a Senior Executive with considerable expertise in busi- Director ness operations and development, with emphasis in the oil & gas sector. He has served as a Blackstone Director since 2012. Since 2003, Mr. Laehy has been principal and CEO of Pacific Energy Solutions, Inc., where he has designed, built and operated renewable fuel energy plants and infra- structure systems for production of natural gas and oil operations, and has led and managed other complex projects involving natural resource extraction and processing. His experience includes senior positions in management, sales, marketing and consulting. Mr. Laehy holds 7 patents and studied Business Administration at Belknap College in New Hamp- shire. Karn Myers Karn Myers, 59, serves as Treasurer for Blackstone after joining the Director & Treasurer Board of Directors in October 2016. Ms. Myers previously served as Executive Associate for her late husband Mark Dodge, former Chair- man and CFO of Blackstone from 2008 to 2016. Previously, Karn was an Entertainment Executive working for a special effects company that included a project for the movie Titanic. At this time, she discovered the feral cat problem that exists in Los Angeles, inspiring Karn to co-found FixNation in July of 2007 with Mark Dodge, which has become the larg- est organization of it kind in greater Los Angeles.

Ms. Myers serves as Executive Director and CFO of the nonprofit and has served on its Board of Directors since 2009. Additionally, Ms. Myers has experience having served as an Executive Assistant to Chief Executives of various industries, both domestic and international. Other experience includes officer training at First Interstate Bank, serving as a Real Estate agent, and supervising office management technology skills.

Mark Paulino Mr. Paulino, 50, began his career in the retail securities industry over 28 years ago and successfully managed millions in over 100 accounts. In 1999, Mr. Paulino founded Hennessey Financial and serves as the Pres- ident and CEO, overseeing operations and clients. From 2005 – 2017, Mark was President and member of the board of directors of Global Vest Corporation. Mr. Paulino has extensive experience in consulting duties representing Hennessey and GlobalVest for Blackstone and in 2017, joined Blackstone as a board member. He holds a Bachelor of Science degree in Organizational Communications from Arizona State University. Steven J. Sogard, 59, through business consulting company, GlobalVest Corporation, has been an advisor to Company since its inception. Mr. Sogard has over thirtyfive years of experience in business and finan- cial consulting services, including experience with oil and gas and real estate companies. Mr. Sogard and GlobalVest have assisted the Board in negotiations, acquisitions and shareholder relations. Mr. Sogard has served on the board directors of several different enterprises. From 2006 through present, Mr. Sog- ard has been lead consultant through GlobalVest Corporation for Blackstone Oil & Gas, Hammerhead Managing Partners and Silver Oak Managing Partners. From 2005- 2007, he was a registered principal, branch manager and financial consultant for Brookstreet Securities. From 2002-2006, Mr. Sogard was a lead consultant, in preparing South Coast Oil Corporation for a future strategic transaction such as a rollup financing, IPO, merger or acquisition. He worked extensively in several different legal and finan- cial areas of the project, including recruiting a board of directors and conforming corporate governance practices. In addition, Mr. Sogard advised on the acquisition of a multi-million dollar oil and gas produc- tion facility. From 2000 to 2003, Mr. Sogard was a senior vice-president at Fox & Company Investments, a NASD member. From 1993 to 1995, he was president and CEO of Performance Financial Center LLC, a real estate development and leasing company in Phoenix, Arizona, and from 1989 to 1991, Mr. Sogard was president of Cenpac Securities Corporation, an Arizona-based NASD Broker-Dealer. Since 1997, Mr. Sogard has been a member of the Board of Directors of GlobalVest Corporation, a consulting and management services company. He is the founder of Glacier Realty Corporation, a Colorado-based real estate business that sold property and luxury condominiums located in resort properties in Telluride, Colorado. Mr. Sogard serves on the Board of Directors of the Los Angeles Boys and Girls Club since 2004 and received a Bachelor of Arts degree from Tufts University in 1981.

Larry Carpenter has been an oil and gas consultant/advisor to the Company since 2013. Mr Carpenter has over 40 years experience in management and as a Technical Engineer in the oil and gas industry ranging from to midsize firms to large publicly traded Companies. Mr. Carpenter, a 69 year old native of Springfield, Missouri, earned a Bachelor of Science degree in Petroleum Engineering from the University of Missouri at Rolla in 1970 and has since been awarded an Honorary Professional Engineering Degree from that institution in recognition of his achievement in the oil and gas industry. His career began in West Texas with Amoco Production Company and moved through the production, reservoir engineer- ing, unitization and engineering management ranks to a position in Amoco’s Corporate Planning, Eco- nomics and Government Affairs group in the late 1970’s. From there he begun a 13 year career in the upstream and midstream divisions of Texas Oil and Gas, Corp., a $3+ billion public company, rising to the position of Executive Vice President of the parent company and President of the midstream subsidiary, one of the largest independent natural gas gathering and processing companies in the United States. Subsequently, as Chairman, CEO and President, he executed a successful financing and turnaround of a small cap public exploration and production company. From there, he went on to serve as President of a small group of companies engaged in development, manufacturing , sales and marketing of various consumers products which were sold to mass merchants such as Wal-Mart, Costco and Sam’s Clubs. He returned to the energy business, initially in upstream operations and engineering and became President or the midstream division of J-W Energy in 2009. Over his career, Mr. Carpenter has served as a Local Section Chairman for The Society of Petroleum Engineers, Director of the Louisiana Association of Inde- pendent Producers and Royalty Owners, Chairman of the Texas Intrastate Pipeline Association, served on the Texas Emergency Gas Allocation Committee, was a member of the Southern Gas Association, Mid-Continent Oil and Gas Association, and was a member of the Independent Producers Association of America. He was one of the initial formative members of the Marcellus Shale Coalition. He has served on the Boards of several companies, both public and private, and is a member of the National Associa- tion of Corporation Directors. During college he received several scholarships, was named as a Distin- guished Military Student, Distinguished Military Graduate and subsequently served as a commissioned officer in the United States Army.

Andrew Magness, age 50, is President, owner and operator of Harbor Resources LLC, an Oklahoma based oil and gas operating company. The Company owns and operates 30 wells in Oklahoma and Texas. Additionally Mr. Magness owns Sierra Energy Investment LLC, an Oklahoma based oil and gas company. The Company owns majority interest in 25 oil and gas properties in Oklahoma and Texas. Mr. Magness also owns Magness Energy LLC, an Oklahoma based Investment Company, which owns oil and gas prop- erties, leases and mineral interests; and Prosser Group Investment LLC, an Oklahoma based Investment Company that owns oil and gas properties, leases and mineral interests. Prior to his present holdings, Mr. Magness co-founded Harbor Resources, Inc. in 2006; and sold the business to Basic Well Service in 2015. He managed the books, safety program, client relations and all office activities. Harbor provided contract well services to Southern California oil and gas companies. Mr. Magness built the business to over 20 full time employees, and operated 5 rigs, 5 triplex mud pumps and 2 power swivels. All equip- ment was 2007 or newer. He founded Harbor Energy Services, Inc. in 1999 with one production rig and sold all business assets in 2005 after managing all aspects of the business. Assets included numerous royalty interests, two production rigs, three complete tool packages, a crane truck with 40-foot flatbed trailer, vacuum truck, a trailer mounted circulation pump, two tool trucks and four light duty pickup trucks. Mr. Magness co-founded Magness Petroleum Company in 1994 and sold MPC’s business assets in 2005. He managed all office activities including revenue distribution, accounts payable, owner rela- tions, joint interest billings, environmental compliance and payroll. MPC owned and operated many oil and gas producing properties in Central and Southern California. Properties included the Russell Ranch Unit in Santa Barbara and San Luis Obispo counties, several properties in the Taft and Bakersfield area and the Wilmington Townlot Unit near Long Beach. Mr. Deller, Mr. Laehy and Mr. Paulino and Ms. Myers are the directors of the Company are its subsiding Pacifico, Inc. Other management candidates, including those with oil & gas and energy industry experi- ence have been identified and it is Company’s plan to engage additional executives and staff as its fund- ing materializes via the CSO and otherwise.

The Company engages with a large number of oil & gas and energy analysts, developers, project man- agers, operators and professionals in California, Texas, and Oklahoma. Through this network, Company is able to generate future projects of interest to shareholders. The Company has established working relationships with what it believes are top level petroleum engineers, geologists, counsel and advisors/ consultants, who have worked in oil and gas production in California, Texas, and Oklahoma for the past 30-50 years and have more than 200 years of collective experience in the industry; with whom it con- sults on potential projects. See Exhibit “E”. The Company believes these relationships will bear signifi- cant opportunities for current and future investment/ownership, including potential projects currently presented to the Company in California, Texas, and Oklahoma.

In recognition of Management’s efforts, the Company’s shareholders voted to approve a Management Compensation Plan in 2010, the salient provisions of which are: Allocation of 30% of the voting stock of the Company, in the aggregate, for issuance to the founders and management of the Company and affiliates, including the Board of Directors and GlobalVest Corporation, confirmed by options for Com- mon Stock granted at an exercise price of 90% of the price of Blackstone shares at time of issuance to shareholders; exercisable for a period of 10 years from issuance. These options are subject to adjust- ment annually such that Management will be issued additional options to maintain its 30% fully diluted interest in the Company. Should the entire two million shares being offered hereby be purchased, the Company will allocate an additional 600,000 common shares to management through options exercis- able at $ 4.50/Share to enable them to maintain their 30% fully diluted interest.