Report of Foreign Issuer (6-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13-a16 or 15d-16 under the Securities Exchange Act of 1934

For the month of June 2015

STRATA OIL & GAS INC.

------------------------------------------

(Registrant’s Name)

10010 - 98 Street
PO Box 7770
Peace River, AB T8S 1T3

--------------------------------------------

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ X ] Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [ ] No [ X ]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

Strata Oil & Gas Inc. (the “Registrant”) will hold its Annual General Meeting of Shareholders on June 25, 2015 at the hour of 2:00 P.M. (Vancouver, British Columbia time) at Suite 1700 - 1185 West Georgia Street, Vancouver, B.C., Canada. In connection with the meeting, on or about June 4, 2015, the Registrant mailed to its Shareholders a (i) Management Proxy Circular; (ii) Notice of Annual Meeting of Shareholders; and (iii) Proxy Card.

For all the provisions of the Management Proxy Circular, Notice of Annual Meeting of Shareholders and Proxy Card, reference is hereby made to such documents annexed hereto as Exhibits 99.1, 99.2, and 99.3 respectively. All statements made herein concerning the foregoing documents are qualified by reference to said exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

STRATA OIL & GAS INC.

By: /s/ Ron Daems

Name: Ron Daems

Title: President and Chief Executive Officer

Date: June 4, 2015

Exhibit 99.1

STRATA OIL & GAS INC.

10010 - 98 Street, PO Box 7770
Peace River, AB T8S 1T3

MANAGEMENT PROXY CIRCULAR

This Management Proxy Circular is furnished to you in connection with the solicitation of proxies by management of Strata Oil & Gas Inc. (“we”, “us” or the “Company”) for use at the Annual General Meeting (the “Meeting”) of the Shareholders of the Company to be held on June 25, 2015, and at any adjournment of the Meeting. The Company will conduct its solicitation by mail and our officers, directors and employees may, without receiving special compensation, contact shareholders by telephone, electronic means or other personal contact. We will not specifically engage employees or soliciting agents to solicit proxies. We do not reimburse shareholders, nominees or agents (including brokers holding shares on behalf of clients) for their costs of obtaining authorization from their principals to sign forms of proxy. We will pay the expenses of this solicitation.

APPOINTMENT OF PROXY HOLDER

The persons named as proxy holders in the enclosed form of proxy were designated by management of the Company. As a shareholder, you have the right to appoint a person (who need not be a shareholder) in place of the persons named in the form of proxy to attend and act on your behalf at the Meeting. To exercise this right, you must either insert the name of your representative in the blank space provided in the form of proxy and strike out the other names or complete and deliver another appropriate form of proxy.

A proxy will not be valid unless it is dated and signed by you or your attorney duly authorized in writing or, if you are a corporation, by an authorized director, officer, or attorney of the corporation.

VOTING BY PROXY

The persons named in the accompanying form of proxy will vote or withhold from voting the shares represented by the proxy in accordance with your instructions, provided your instructions are clear. If you have specified a choice on any matter to be acted on at the Meeting, your shares will be voted or withheld from voting accordingly. If you do not specify a choice or where you specify both choices for any matter to be acted on, your shares will be voted in favour of all matters.

The enclosed form of proxy gives the persons named as proxy holder discretionary authority regarding amendments or variations to matters identified in the Notice of Meeting and any other matter that may properly come before the Meeting. As of the date of this Management Proxy Circular, our management is not aware of any such amendment, variation or other matter proposed or likely to come before the Meeting. However, if any amendment, variation or other matter properly comes before the Meeting, the persons named in the form of proxy intend to vote on such other business in accordance with their judgment.

You may indicate the manner in which the persons named in the enclosed proxy are to vote on any matter by marking an “X” in the appropriate space. If you wish to give the persons named in the proxy a discretionary authority on any matter described in the proxy, then you should leave the space blank. In that case, the proxy holders nominated by management will vote the shares represented by your proxy in accordance with their judgment.

RETURN OF PROXY

You must deliver the completed form of proxy to the Company’s head office at the address listed on the cover page of this Management Proxy Circular, not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the scheduled time of the Meeting or any adjournment.

REVOCATION OF PROXY

If you are a registered shareholder who has returned a proxy, you may revoke your proxy at any time before it is exercised. In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by either:

(a)

signing a proxy bearing a later date; or

(b)

signing a written notice of revocation in the same manner as the form of proxy is required to be signed as set out in the notes to the proxy.

The later proxy or the notice of revocation must be delivered to the Company’s head office at any time up to and including the last business day before the scheduled time of the Meeting or any adjournment, or to the Chairman of the Meeting on the day of the Meeting or any adjournment.

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

The Company is authorized to issue an unlimited number of common shares, of which 91,194,183 common shares are issued and outstanding as of May 29, 2015 (the “Record Date”). The Company is also authorized to issue an unlimited number of preferred shares, of which none have been issued as of the Record Date. Persons who are registered shareholders at the close of business on May 29, 2015 will be entitled to receive notice of, attend, and vote at the Meeting. On a show of hands, every shareholder and proxy holder will have one vote and, on a poll, every shareholder present in person or represented by proxy will have one vote for each share. In order to approve a motion proposed at the Meeting, a majority of more than 50% of the votes cast will be required to pass.

The nominees for election to the Board of Directors who receive the greatest number of votes cast for the election of directors by the shares present, in person or by proxy, will be elected directors. Holders of common shares are not allowed to cumulate their votes in the election of directors. The ratification of the appointment of the independent auditors for the Company until the next annual general meeting will require the affirmative vote of a majority of outstanding common shares present or represented and entitled to vote at the Meeting.

To the knowledge of our Directors and executive officers, shareholders whom beneficially own, directly or indirectly, or exercise control or direction over, shares carrying more than 10% of all voting rights as of the Record Date are listed below.

Beneficial Owner		Shares				Percent of total issued % (1)
Trevor Newton			16,669,746				18.28%

1 ) Based on 91,194,183 shares of common stock issued and outstanding as of May 29, 2015.

ELECTION OF DIRECTORS

Directors of the Company are elected at each Annual General Meeting and hold office until the next Annual General Meeting or until that person sooner ceases to be a Director. Unless you provide other instructions, the enclosed proxy will be voted for the nominees listed below, all of whom are presently members of the Board of Directors. Management does not expect that any of the nominees will be unable to serve as a Director. If prior to the Meeting vacancies occur in the slate of nominees listed below, the person named in the proxy will exercise his or her discretionary authority to vote the shares represented by the proxy for the election of any other person or persons as directors.

Management proposes to nominate the persons named in the table below for election as Directors. The information concerning the proposed nominees has been furnished by each of them:

Name, Jurisdiction of
Residence and Present
Office Held

Director Since

Number of Shares
Beneficially Owned,
Directly or Indirectly,
or over which
Control or Direction
is Exercised⁽¹⁾⁽²⁾

Principal Occupation
and, if Not Previously Elected,
Principal Occupation
during the Past Five Years

Ron Daems

Langley, BC

Chief Executive Officer, Director, President, Treasurer and Secretary

July 19, 2010

541,000 (3)

President, Chief Executive Officer and Self-Employed Consultant

Dr. Michael Ranger

Calgary, Alberta,

Director

July 11, 2012

800,000 (4)

Director, Petroleum Consultant

Trevor Newton

Abbotsford, British Columbia,

Director and Chairman of the Board

May 22, 2014

18,669,746 (5)

Director, Businessman

(1) As at May 29, 2015.

(2) Includes common stock options that are exercisable within 60 days of May 29, 2015.

(3) Mr. Daems was awarded 500,000 stock options to purchase common shares of the Company at an exercise price of $.14 on July 1, 2014 and are fully vested.

(4) Dr. Michael Ranger was awarded 200,000, 200,000, 200,000 and 200,000 stock options to purchase common shares of the Company at an exercise price of $2.285, $0.61, $0.07 and $0.14 on July 21, 2006, March 19, 2008, July 11, 2012 and July 11, 2012, all of which are fully vested.

(5) Mr. Newton was awarded 2,000,000 stock options to purchase common shares of the Company at an exercise price of $.14 on July 1, 2014, all of which are fully vested.

Information respecting the principal occupations and background of each of the nominees as Directors is as follows:

RON DAEMS brings extensive financial and resource industry experience to Strata Oil & Gas Inc. In the span of his career, he has focused primarily on business development, strategic planning and financial analysis, while serving as project manager for numerous capital ventures. From 2000 through 2003, Mr. Daems was a portfolio manager of a multinational investment firm. In 2004, Mr. Daems founded and became the CEO of Emerging Business Solutions Inc., a privately held business development company focused primarily on assisting startup companies in the resource sector to develop their land acquisition strategies and their operational and administrative systems. Since January 2007, Mr. Daems has also served as President and CEO of Capex Energy Services Inc., a privately held company.

MICHAEL RANGER is an experienced petroleum consultant with a prolific career providing services to an array of the world's largest oil companies. He has extensive oil sands & heavy oil evaluation and research experience in reservoir characterization, sedimentology and sequence stratigraphy of Athabasca, Wabasca, Cold Lake, Peace River and international oil sands regions. He has conducted and supervised numerous resource evaluation projects integrating core, outcrop and wireline logs. Recent major contracts include: Suncor Energy, Ross Smith Energy Group, Hatch Engineering, Golder Associates, Laracina Energy, Nexen, Statoil, Murphy Oil, Husky Oil, Brion Energy, Athabasca Oil Corp, Oilsands Quest, DMT Geoscience, ARC Resources, Marathon, Paramount Energy, Kennecott Canada, Total Canada, OPTI Canada, Koch Canada, Quadrise.

Dr. Ranger is currently an independent petroleum consultant and is a director of Canadex Resources Ltd. Prior to this, he served on the Scientific Advisory Board of Gushor Inc. from 2007 to 2009, and as a senior geologist at Gulf Canada Resources between 1977 and 1985. Dr. Ranger has a Ph.D. in Petroleum Geology from the University of Alberta, a MSc. Degree in Sedimentary Geology from Memorial University of Newfoundland, and a BSc. Geology from Concordia University. His professional affiliations include the American Association of Petroleum Geologists, Canadian Society of Petroleum Geologists and the Canadian Well Logging Society.

TREVOR NEWTON is the founder of Strata Oil & Gas Inc., and has been involved in the development of the company from the initial land acquisition and discovery stage, through to the present. He has assisted the company by establishing its corporate focus, assembling its team, and helping advance its core project.

Mr. Newton's corporate experience has primarily been in the resource sector, where he has assisted private and public companies in their financing, project acquisition, and development. Mr. Newton has a B.Sc. in Economics from the University of Victoria and an M.A. in Economics from Simon Fraser University.

EXECUTIVE COMPENSATION

The following table shows compensation paid to the directors and members of its administrative, supervisory or management bodies of the Company for the most recently completed financial year.

Name	Title	Salary	Bonus	Stock Options Granted	Other Annual Compensation	Restricted Stock Awarded	LTIP Payouts	All Other Compensation
Ron Daems⁽¹⁾	Director, President, Secretary, and CEO	0	0	500,000	0	0	0	$45,032

Mike Ranger	Director	0	0	0	0	0	0	0

Trevor Newton⁽²⁾	Director, and Chairman of the Board		0	2,000,000	0	0	0	0

(1)

Ron Daems was appointed President, Chief Executive Officer, Secretary and Director on July 19, 2010. Mr. Daems does not bill the Company for these services; however, he does have a service agreement with the Company to assist with the identification, acquisition and service of certain exploration style properties that fit the parameters of the Company’s business plan.

(2)

Trevor Newton was appointed Chairman of the Board of Directors on May 22, 2014.

Incentive Stock Options to Directors and Executive Officers

The Company has one stock option plan pursuant to which employees, directors and consultants and other agents of the Company may be granted options to purchase shares of the Company.

In June 2006, the Shareholders approved and the Company adopted its 2006 Stock Option Plan. The 2006 Plan provides for the granting of up to an additional 8,000,000 stock options to key employees, directors and consultants, of common shares of the Company.

Under the 2006 Plan, the granting of incentive and non-qualified stock options, exercise prices and terms are determined by the Company’s Board of Directors. The Board of Directors is empowered to appoint both an audit committee and an option committee for the Company and will function as these committees until one is appointed. As of May 29, 2015, there are 2,130,000 stock options available to be granted under the 2006 Plan. As of December 31, 2014, there were no Incentive Stock Options outstanding to Directors and Executive Officers.

Other Remuneration

Other than as noted above, the Directors and Executive Officers did not receive any non-cash compensation during the last financial year.

Termination of Employment or Change of Control

We have no plan or arrangement to pay or otherwise compensate a Director or Executive Officer if his employment is terminated as a result of resignation, retirement, change of control, etc. or if his responsibilities change following a change of control.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of our Directors or Executive Officers, proposed nominees for election as directors, or associates of any of them, is or has been indebted to the Company or our subsidiaries at any time since the beginning of the most recently completed financial year and no indebtedness remains outstanding as at the date of this Management Proxy Circular.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein, since the commencement of the Company’s most recently completed financial year, no informed person of the Company, nominee for director or any associate or affiliate of an informed person or nominee, had any material interest, direct or indirect, in any transaction, in any transaction or any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries. An ‘informed person” means: (a) a director or executive officer of the Company; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the company or who exercises control or director over voting securities of the Company or a combination of both carrying more than 10% of the voting rights other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself, if and for so long as it has purchased, redeemed or otherwise acquired any of its shares.

AUDIT COMMITTEE

The Company does not have an audit committee, the functions of which are performed by the Board of Directors.

The Company has adopted an Audit Committee Charter.

In the following table, “audit fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year, including involvement with interim financial statements and any comments from regulatory authorities. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements, including discussions and involvement in the Company’s internal control reporting. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The fees paid by the Company to its auditor in each of the last two fiscal years, by category, are as follows:

Financial Year

Ending

Audit Fees

Audit Related
Fees

Tax Fees

All Other Fees

December 31, 2014

$15,800

$Nil

$Nil(1)

$Nil(2)

December 31, 2013

$15,400

$Nil

$Nil(1)

$Nil(2)

(1)

Fees related to the preparation of the Company’s T-2 corporate income tax return and the General Index of Financial Information required by the Canada Revenue Agency. (“CRA)

(2)

Fees related to specific advisory services provided, communications concerning fiscal matters affecting the Company’s business and advice concerning a private placement financing conducted by the Company.

APPOINTMENT OF AUDITOR

Management is recommending that shareholders vote to authorize the Directors to appoint the auditor for the Company until the next Annual General Meeting and to authorize the Directors to fix their remuneration

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, since the beginning of the Company’s last financial year in matters to be acted upon at the Meeting, other than the election of directors, other than as disclosed in “Particulars of Matters to be Acted Upon”.

PARTICULARS OF MATTERS TO BE ACTED UPON

Management is not aware of any other matter to come before the Meeting other than as set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, the persons named in the enclosed form of proxy intend to vote the shares represented thereby in accordance with their best judgment on that matter.

OTHER BUSINESS

As of the date of this circular, management knows of no other matters to be acted upon at the Meeting. However, should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the proxy.

If any shareholder entitled to vote at an annual general meeting of the Company wishes to propose any matter to be raised at the annual meeting to be held in 2016, such shareholder should submit the proposal in writing to the Company’s head office at the address listed on the cover page of this Management Proxy Circular, not later than December 1, 2015.

The contents and the sending of this Management Proxy Circular have been approved by the Board of Directors.

BY THE ORDER OF THE BOARD OF DIRECTORS OF

STRATA OIL & GAS INC.

Ron Daems

President

Exhibit 99.2

STRATA OIL & GAS INC.

10010 - 98 Street, PO Box 7770
Peace River, AB T8S 1T3

Telephone: 403.237.5443

Facsimile: 403.775.0461

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

TAKE NOTICE that the 2015 Annual General Meeting of Shareholders of Strata Oil & Gas Inc. (the “Company”) will be held at Suite 1700 - 1185 West Georgia Street, Vancouver, B.C., Canada on:

Thursday, June 25, 2015

at the hour of 2:00 P.M. (Vancouver, British Columbia time) for the following purposes:

To receive the Company’s audited financial statements for the financial year ended December 31, 2014 and the auditor’s report thereon;

To elect directors;

To authorize the Directors to appoint the Company’s auditor and fix the remuneration for the next year;

To authorize the Company’s Directors to set the size of the Board of Directors;

To transact any other business that may properly come before the meeting and any adjournment thereof.

A management proxy circular (the “Management Proxy Circular”), the audited consolidated financial statements and the auditor’s report thereon for the year ended December 31, 2014, and a form of proxy (the “Proxy”) accompany this Notice. The Management Proxy Circular provides additional information relating to the matters to be dealt with at the meeting and forms part of this Notice.

A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxyholder to attend and vote in his or her place. If you are unable to attend the meeting or any adjournment in person, please read the Notes accompanying the enclosed form of Proxy and then complete, sign, and date the Proxy and return it within the time and to the location set out in the notes to the Proxy (the “Notes”). The Company’s management is soliciting the enclosed form of Proxy but, as set out in the Notes, you may amend the Proxy if you wish by striking out the names listed and inserting in the space provided the name of the person you want to represent you at the meeting.

Please advise the Company of any change in your address.

DATED at Calgary, AB, this 4th day of June, 2015.

BY ORDER OF THE BOARD OF DIRECTORS

“Ron Daems”

President

Exhibit 99.3

STRATA OIL & GAS INC.

10010 - 98 Street, PO Box 7770
Peace River, AB T8S 1T3

Telephone: 403.237.5443

Facsimile: 403.775.0461

PROXY

2015 ANNUAL GENERAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE COMPANY

The undersigned shareholder of Strata Oil & Gas Inc. (“the Company”) appoints Ron Daems, President, or failing him, _____________________ as proxyholder on behalf of the undersigned to attend the Annual General Meeting of Shareholders to be held on June 25, 2015 (the “Meeting”) and any adjournment thereof, to act on behalf of and to vote the shares of the undersigned and to cast the number of votes the undersigned would be entitled to cast if personally present regarding the matters specified below.

The shares represented by this Proxy will be voted or withheld from voting in accordance with the instructions of the undersigned shareholder and, if a choice is specified with respect to any matter to be acted on, the shares will be voted or withheld from voting accordingly. Where no choice is specified or where both choices are specified in respect of any matter to be acted on, the shares represented will be voted in favour of all matters. This Proxy gives the person named as nominee discretionary authority regarding amendments or variations to matters identified in the Notice of Meeting and other matters that may properly come before the Meeting.

Voting Choices on Resolutions

1. To elect as Director:

Ron Daems	In favour: [ ]
	Against: [ ]
	Withhold vote: [ ]

Michael Ranger	In favour: [ ]
	Against: [ ]
	Withhold vote: [ ]

Trevor Newton	In favour: [ ]
	Against: [ ]
	Withhold vote: [ ]

2. To authorize the directors to appoint the Company’s auditor until the next Annual General Meeting and to authorize the directors to fix the remuneration to be paid to the Company’s auditor:

In favour: [ ]
Against: [ ]

Withhold vote: [ ]

3. To authorize the directors to set the size of the Board of Directors:

In favour: [ ]
Against: [ ]

Withhold vote: [ ]

The undersigned acknowledges receipt of the Notice of Annual General Meeting and the accompanying Information Circular dated June 4, 2015.

The undersigned revokes any proxy previously given in respect of the Meeting.

If this form of Proxy is not dated by the shareholder in the space below, it is deemed to bear the date on which it is mailed by the Company to the shareholder.

DATED this __________ day of __________, 2015.

_______________________
Signature of Shareholder

_______________________
Name of Shareholder (Please Print)

____________________
Address

____________________

Number of Shares Held: ____________________

NOTES TO FORM OF PROXY

IF YOU DO NOT WISH TO APPOINT ANY OF THE PERSONS NAMED IN THIS FORM OF PROXY, YOU SHOULD STRIKE OUT THEIR NAMES AND INSERT IN THE BLANK SPACE THE NAME OF THE PERSON YOU WISH TO ACT AS YOUR PROXYHOLDER. THIS PERSON NEED NOT BE A SHAREHOLDER OF THE COMPANY.

This form of Proxy must be completed, dated, and signed by you or your attorney authorized in writing or, if you are a corporation, by an authorized director, officer, or attorney of the corporation. If this form of Proxy is signed by your attorney, the form of power of attorney or a notarized certified copy of it must be attached to the Proxy.

This form of Proxy, and the power of attorney or other authority, if any, under which it is signed, or a notarized certified copy thereof, must be deposited at, mailed to, or sent by facsimile transmission to the Company’s head office at the address listed on the first page of this form of Proxy, not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the scheduled time of the Meeting or any adjournment thereof.

If you do not comply with the time deadlines set out in these Notes, your Proxy will be invalid.