UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

Check the appropriate box:

¨ Preliminary Information Statement

¨ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))

x Definitive Information Statement

BLACK STALLION OIL & GAS, INC.

(Name of Registrant As Specified In Charter)

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¨ 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.

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4)	Date Filed:

THIS INFORMATION STATEMENT IS BEING PROVIDED TO

YOU BY THE BOARD OF DIRECTORS OF BLACK STALLION OIL & GAS, INC.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE

REQUESTED NOT TO SEND US A PROXY

Black Stallion Oil & Gas, Inc.

50 Fountain Plaza

Suite 1400

Buffalo, NY 14202

INFORMATION STATEMENT

(Definitive)

October 12, 2017

NOTICE OF SHAREHOLDER ACTION BY WRITTEN CONSENT

GENERAL INFORMATION

To the Holders of Common Stock of Black Stallion Oil & Gas, Inc.:

This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Shareholders”) of common stock, par value $0.0001 (the “Common Stock”), of Black Stallion Oil & Gas, Inc., a Delaware corporation (the “Company”, “we”, “our”, or “us”), to notify the Shareholders that on March 2, 2017 the Board of Directors of the Company (“Board of Directors”) approved proposals to take the following action (collectively, the “Action”):

Execute a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio of up to one post-split share per three hundred pre-split shares (1:300) (the “Reverse Stock Split”).

That same day, the Company received a written consent in lieu of a meeting (the “Written Consent”) in accordance with the Delaware Code (“Del. C.”), from a certain holder of the Company’s Series B Preferred Stock (the “Series B Preferred”) and Common stock (the “Majority Shareholder”) approving the Action. Each share of Series B Preferred has 100,000,000 votes. The Majority Shareholder holds 106,133,333 shares of Common Stock and 1000 shares of Series B Preferred, representing 10,106,133,333 votes of the Company’s voting equity, which is approximately 88.5% of all issued and outstanding voting equity of the Company.

On September 20, 2017, the Board of Directors and the Majority Shareholder approved the Action. Accordingly, your consent is not required and is not being solicited in connection with the approval of these Authorized Increases.

We will mail this Information Statement to the Shareholders on or about October 16, 2017. The entire cost of furnishing this Information Statement will be borne by the Company.

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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.

INTRODUCTION

Section 211 of Title 8 to the Del. C. provides that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special Shareholders' meeting convened for the specific purpose of such action. The Del. C., however, requires that in the event an action is approved by written consent, a company must provide prompt notice of the taking of any corporate action without a meeting to the Shareholders of record who have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to a company.

In accordance with the foregoing, we will mail this Information Statement to the Shareholders on or about October 16, 2017. This Information Statement contains a brief summary of the material aspects of the Authorized Increase approved by the Board of Directors and the Majority Shareholder who holds a majority of the voting capital stock of the Company.

Common Stock

As of March 1, 2017, there were issued and outstanding 1,419,568,486 shares of Common Stock and 1000 shares of Series B Preferred, representing 11,419,568,486 total votes of the Company’s voting equity. Pursuant to Section 211 of Title 8 to the Del. C., at least a majority of the voting equity of the Company, or at least 5,709,784,244 votes, is required to approve the Authorized Increase by written consent. The Majority Shareholder, who holds 10,106,133,333 votes (approximately 88.5% of the total voting equity), has voted in favor of the Authorized Increase, thereby satisfying the requirement under the Del. C. that at least a majority of the voting equity vote in favor of a corporate action by written consent.

The following table sets forth the name of the Majority Shareholder, the number of votes held by the Majority Shareholder, the total number of votes that the Majority Shareholder voted in favor of the Authorized Increase, and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.

Name of Majority Stockholder	Number of Shares of Common Stock held		Number of Series B Preferred held		Number of Votes held by Majority Stockholder		Number of Votes that Voted in favor of the Action		Percentage of the Voting Equity that Voted in favor of the Action
Ira Morris		106,133,333		1,000		10,106,133,333		10,106,133,333		88.5	%
Total		106,133,333		1,000		10,106,133,333		10,106,133,333		88.5	%

The Action will become effective on the date that we file a Certificate of Amendment to the Company’s Articles of Incorporation, as amended, (the “Amendment”), with the State of Delaware. We intend to file the Amendment with the State of Delaware promptly after the twentieth (20^th ) day following the date on which this Information Statement is mailed to the Shareholders.

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REVERSE STOCK SPLIT

The Board has approved a reverse stock split of all the outstanding shares of the Company’s Common Stock at an exchange ratio of up to one post-split share per five hundred pre-split shares (1:300). The exact ratio of the reverse stock split will be determined by the Board, but shall not be greater than 1:300. As stated above, the holders of shares representing a majority of the voting securities of the Company have given their written consent to the Reverse Stock Split.

The Board believes the Reverse Stock Split is necessary and advisable in order for the Company to maintain the Company’s financing and capital raising ability. Accordingly, it is the Board’s opinion that the Reverse Stock Split will better position the Company to continue and/or expand operations.

Upon effectiveness of the Reverse Stock Split, (i) the number of shares of Common Stock issued and outstanding immediately prior thereto will be reduced from approximately 1,419,568,486 shares (assuming this number of shares, outstanding and issuable as of September 1, 2017, are outstanding immediately prior thereto) to no less than 4,731,895 shares of Common Stock (assuming a reverse split ratio of 1:300), and (ii) proportionate adjustments will be made to the per-share exercise price and the number of shares covered by outstanding options and warrants, if any, to buy Common Stock, so that the total prices required to be paid to fully exercise each option and warrant before and after the Reverse Stock Split will be approximately equal. Except for adjustments that may result from the treatment of fractional shares, which will be rounded up to the nearest whole number, each shareholder will beneficially hold the same percentage of Common Stock immediately following the Reverse Stock Split as such shareholder held immediately prior to the Reverse Stock Split.

The Reverse Stock Split will have the result of creating newly authorized shares of common stock. This increase in the available authorized number of shares of common stock and any subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and unissued common stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in one or more transaction which would make a change in control of the Company more difficult, and therefore less likely. Management use of additional shares to resist or frustrate a third-party transaction favored by a majority of the independent stockholders would likely result in an above-market premium being paid in that transaction. Any such issuance of the additional shares of common stock would likely have the effect of diluting the earnings per share and book value per share of outstanding shares of common stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the Reverse Stock Split be used as a type of antitakeover device. Any additional common stock, when issued, would have the same rights and preferences as the shares of common stock presently outstanding. Any additional common stock so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, conversion of Company debt into equity, stock options, or other corporate purposes. The Company has no other plans for the use of any additional shares of common stock. The Company does not anticipate that it would seek authorization from the stockholders for issuance of such additional shares unless required by applicable law or regulations.

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The following table summarizes the effects of the Reverse Stock Split upon the Company’s outstanding common stock, assuming that (i) there are 1,419,568,486 shares of Common Stock outstanding immediately prior to the Reverse Stock Split, (ii) that the Board executes a reverse stock split ratio of 1:100, 1:250, and 1:300, and (iii) the Authorized Increase contemplated by this Information Statement is not executed.

Reverse Stock Split Ratio	Type of Stock		Number of Shares
No Split	Common Stock	Authorized		25,000,000,000
		Issued and Outstanding		1,419,568,486
		Authorized but Unissued		23,580,431,514
1:100	Common Stock	Authorized		25,000,000,000
		Issued and Outstanding		1,419,569
		Authorized but Unissued		23,580,432
1:250	Common Stock	Authorized		25,000,000,000
		Issued and Outstanding		5,678,274
		Authorized but Unissued		94,321,726
1:300	Common Stock	Authorized		25,000,000,000
		Issued and Outstanding		4,731,895
		Authorized but Unissued		78,601,439

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth certain information regarding the beneficial ownership of our Common Stock as of September 1, 2017, of (i) each person known to us to beneficially own more than 5% of our voting stock, (ii) our directors, (iii) each named executive officer, and (iv) all directors and named executive officers as a group. As September 1, 2017, there were a total of 1,419,568,486 shares of Common Stock, and 1,000 shares of Preferred B Stock issued and outstanding.

The column titled “Percentage Owned” shows the percentage of voting stock beneficially owned by each listed party.

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The number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared voting power or investment power plus any shares which such person or entity has the right to acquire within sixty (60) days of September 1, 2017, through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity, and the address of each of the Shareholders listed below is: c/o Black Stallion Oil & Gas, Inc., 50 Fountain Plaza, Suite 1400, Buffalo, NY 14202.

Name of Beneficial Owner	Number of Shares Owned (1)		Percentage Owned (1)
Ira Morris (1)		10,106,133,333		88.5	%

________________

(1) Applicable percentage of ownership is based on 1,419,568,486 shares of our Common Stock, and 1,000 shares of our Preferred B Stock outstanding (as defined below) as of September 1, 2017. Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission and means voting or investment power with respect to securities. Shares of our Common Stock issuable upon the exercise of stock options exercisable currently or within 60 days of September 1, 2017, are deemed outstanding and to be beneficially owned by the person holding such option for purposes of computing such person’s percentage ownership, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

ADDITIONAL INFORMATION

We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the “SEC”). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.

The following documents, as filed with the SEC by the Company, are incorporated herein by reference:

(1)	Annual Report on Form 10-K for the fiscal year ended December 31, 2016;
(2)	Quarterly Report on Form 10-Q for the quarter ended June 30, 2017;

You may request a copy of these filings, at no cost, by writing Black Stallion Oil & Gas, Inc., 50 Fountain Plaza, Suite 1400, Buffalo, NY 14202. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.

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DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to Shareholders who share a single address unless we received contrary instructions from any Shareholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a Shareholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address , and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 50 Fountain Plaza, Suite 1400, Buffalo, New York, 14202.

If multiple Shareholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each Shareholder a separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive offices. Additionally, if current Shareholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to Shareholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.

This Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the Authorized Increase and the Reverse Stock Split, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.

By Order of the Board of Directors

/s/ Ira Morris                                                           

Ira Morris

Chief Executive Officer, Director

Dated: October 12, 2017 

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