business, briefly describe the business or proposed business of the issuer in accordance with the following instructions: (a) State the area and location of the various properties proposed to be developed or exploited by the issuer and the nature of the issuer's interest therein. (b) State the development which has occurred to date on or near the properties held. If no such development has occurred, a statement to that effect shall be made. (c) State (in tabular form), for all productive properties, net production of oil and gas to issuer's interest from each of the properties by years for the past 4 years prior to the latest year, and by months for the latest year, as well as the number of net producing wells owned by the issuer which contributed to the production during each of the time periods involved. (d) State the estimated future reserves net to issuer's interest in such properties which are proved. (e) If statements concerning geology or engineering are made, furnish separately for the information of the Commission copies of the pertinent reports and other supporting data. Geologists' and engineers' reports, if used in an offering circular, shall be written in a clear and concise form. 8C. Other business. If the issuer is engaged or proposes to engage in any business other than those specified in Items 8A and 8B, briefly describe the business or proposed business of the issuer in accordance with the following instructions: (a) State the nature of issuer's present or proposed products or services, the principal market therefor and the length of time issuer has been in commercial production. (b) State the location and general character of the plants or other physical properties now held or presently intended to be acquired and the nature of the title under which such properties are held or proposed to be held. (c) If the issuer intends to exploit or develop any new invention or process, state how such invention or process is to be applied commercially and whether or not it is covered by any patent, issued or pending. Identify by serial number and date any applicable patents or patent applications. (d) Engineers' and other technical reports, if used in the offering circular, shall be written in a clear and concise form. 9. (a) Give the full names and complete residence addresses of all directors and officers of the issuer and of any person or persons controlling the issuer. If the issuer was incorporated or organized within the last 3 years, furnish similar information as to all promoters of the issuer. (b) State the aggregate annual remuneration of all directors and officers of the issuer as a group and the annual remuneration of each of the three highest-paid officers of the issuer. (c) Describe all direct and indirect interests (by security holdings or otherwise) of each person named in answer to (a) above (i) in the issuer or its affiliates and (ii) in any material transactions within the past 2 years or in any material proposed transactions to which the issuer or any of its predecessors or affiliates was or is to be a party. Include the cost to such persons of any property or services for which any payment by or for the account of the issuer has been or is to be made. (d) If the issuer was incorporated or organized within the last 3 years, state the percentage of outstanding securities of the issuer which will be held by directors, officers and promoters, as a group, and the percentage of such securities which will be held by the public, if all of the securities to be offered under this regulation are sold, and the respective amounts of cash (including cash expended for property transferred to the issuer) paid therefor by such group and by the public. 10. A brief description of all options or warrants presently outstanding or proposed to be granted to purchase securities of the issuer, including the names of the principal holders of such options or warrants, the cost of the options or warrants to them, the terms and conditions upon which they may be exercised and the price at which the securities may be acquired pursuant to such options or warrants. 11. Furnish appropriate financial statements of the issuer, or of the issuer and its predecessors, as required below. Such statements shall be prepared in accordance with generally accepted accounting principles and practices but need not be certified. (a) If the issuer is a commercial, industrial or extractive company in the promotional, exploratory or development stage, the following statements shall be furnished: (1) Separate statements of (i) assets, (ii) liabilities, and (iii) capital shares, as of a date within 90 days prior to the filing of the notification, or such longer period of time, not exceeding 6 months, as the Commission may permit at the written request of the issuer upon a showing of good cause therefor. (2) A statement of cash receipts and disbursements for each of at least 2 full fiscal years prior to the date of the statements furnished pursuant to paragraph (1) above, and for the period, if any, between the close of the last full fiscal year and the date of such statements, or for the period of the issuer's existence if less than the period specified above. In such statements, dollar amounts shall be extended only for cash transactions and transactions involving amounts receivable or payable in cash. Amounts due to or from, or paid to or received from, underwriters, promoters, directors, officers, employees and principal stockholders, shall be stated separately for each such class of persons, if significant in amount. The statement of assets shall include as a separate item unrecovered promotional, exploratory and development costs. The statement of cash receipts and disbursements shall be itemized as appropriate to the nature of the enterprise. (b) If paragraph (a) does not apply to the issuer, there shall be furnished a balance sheet of the issuer as of the date specified in subparagraph (a) (1) and profit and loss statements and analyses of surplus for the periods specified in subparagraph (a) (2). Even though paragraph (a) may apply to the issuer, a balance sheet in conventional form may nevertheless be furnished in lieu of the statements specified in subparagraph (a) (1) if the assets reflected therein which were acquired in exchange for capital stock are not carried at an amount in excess of identifiable cash cost to promoters, predecessor companies or other transferors. FORM 2-A-REPORT PURSUANT TO RULE 260 OF REGULATION A 1. Name of issuer.. 2. Name of underwriter.__ 3. Date of this report.. 4. (a) Date offering commenced.. (b) Date offering completed, if completed. (c) If offering has not commenced, state reasons briefly. 5. (a) Total number of shares or other units offered hereunder. (b) Number of such shares or other units sold from commencement of offering to date. (c) Number of such shares or other units still being offered.. 6. (a) Total amount received from public from commencement of offering to date. - $. (b) Underwriting discount allowed.... (c) Expenses paid to or for the account of the underwriters. $ $ Instructions. 1. If the issuer is a mining company, substitute for captions (e), (f) and (g) the following captions: "Road building," "Exploration expense (other than drilling)," "Exploratory drilling" and "Mine Development." 2. If the issuer is an oil or gas company, substitute for captions (e), (f) and (g) the following caption: "Exploratory and other drilling." 8. State briefly the nature and extent of each type of the issuer's principal activities to date. Instruction. Mining companies shall include exploratory activity, showing the aggregate footage of exploratory drilling and number of holes drilled, Oil and gas companies shall include the number of wells drilled and their depth. Other companies shall include information as to plant construction, development, production and sales. 9. State whether the offering has been discontinued, and if so, state the date and describe briefly the reasons for such discontinuance. 10. List the names and addresses of all brokers and dealers who have, to the knowledge of the issuer or underwriters, participated in the distribution of the securities offered during the period covered by this report. Instruction. In reports made subsequent to the initial report, the information need be given only with respect to persons not previously reported. 11. State the number of shares held by each promoter, director, officer or controlling person of the issuer, if different from the amount stated in the offering circular. *At least one copy of the report shall be signed manually by each person whose signature is required. Any copies not manually signed shall bear typed or printed signatures. 71 FORM 3-A-IRREVOCABLE APPOINTMENT BY INDIVIDUAL OF AGENT FOR SERVICE OF PROCESS, PLEADINGS AND OTHER PAPERS (Pursuant to Regulation A under Securities Act of 1933) 1. I, (Name) of (Address) hereby designate and appoint, without power of revocation, the United States Securities and Exchange Commission as my agent upon whom may be served all process, pleadings and other papers in any civil suit or action brought against me arising out of any offering made or purported to be made under Regulation A, adopted by the United States Securities and Exchange Commission under the Securities Act of 1933, or any purchase or sale of any securities in connection therewith, in any court of competent jurisdiction, Federal, State or Territorial, located in the United States or in its territories. 2. I hereby consent, stipulate and agree, without power of revocation— (a) that any civil suit or action brought against me arising out of any offering made or purported to be made under Regulation A, adopted by the United States Securities and Exchange Commission under the Securities Act of 1933, or any purchase or sale of any securities in connection therewith, may be commenced against me in any court of competent jurisdiction, Federal, State, or Territorial, located in the United States or in its territories as defined by the Securities Act of 1933, by service of process upon the United States Securities and Exchange Commission; (b) that service of process, pleadings or other papers upon the United States Securities and Exchange Commission, as aforesaid, shall be taken and held in all courts to be as valid and as binding upon me as if due personal service had been made upon me; and (c) that service upon the United States Securities and Exchange Commission may be effected by delivering copies of said process, pleadings, or other papers to the Secretary of the said Commission or any other person designated by it for such purpose, and that the certificate of the Secretary of the United States Securities and Exchange Commission or of such other person reciting that said process, pleadings or other papers were received by the United States Securities and Exchange Commission and that a copy of each such process, pleading, or other paper was forwarded to me at the last address supplied by me shall constitute evidence of such service upon me. IN WITNESS WHEREOF, I have executed this irrevocable power of attorney, consent, stipulation and agreement at this day of -" A. D. 19... (SEAL) (Name of Individual Appointing Agent for Service) in and for said County in the State (or Province) aforesaid, do hereby certify that. personally appeared before me this day and signed and sealed the above instrument as his free and voluntary act for the uses and purposes therein set forth. Given under my hand and seal this day of A. D. My Commission (or office) expires (Official Position) * Notary Public or other official authorized by law to administer oaths. Note: The person executing this irrevocable power of attorney, consent, stipulation and agreement should appear before a person authorized to administer acknowledgments in the jurisdiction in which it is executed and acknowledged that he executed it as his free and voluntary act. The acknowledgment should be in the form prescribed by the law of the jurisdiction in which it is executed. The form of acknowledgment suggested should be used only if it is consistent with the requirements of the law of such jurisdiction. The failure of any acknowledgment to meet applicable requirements shall not affect the validity or effect of the foregoing irrevocable power of attorney, consent, stipulation and agreement. FORM 4-A-IRREVOCABLE APPOINTMENT BY CORPORATION* OF AGENT FOR SERVICE OF PROCESS, PLEADINGS, AND OTHER PAPERS 1. The... (Pursuant to Regulation A under Securities Act of 1933) (Name of Corporation) corporation, duly organized and existing by virtue of the laws of (Name of State or Province) hereby designates and appoints, without power of revocation, the United States Securities and Exchange Commission, as the agent of said corporation upon whom may be served all process, pleadings, and other papers in any civil suit or action brought against said corporation arising out of any offering made or purported to be made under Regulation A, adopted by the United States Securities and Exchange Commission under the Securities Act of 1933, or any purchase or sale of any securities in connection therewith, in any court of competent jurisdiction, Federal, State, or Territorial, located in the United States or in its territories. 2. Said corporation, without power of revocation (Name of Corporation) " hereby consents, stipulates and agrees, (a) that any civil suit or action brought against it arising out of any offering made or purported to be made under Regulation A, adopted by the United States Securities and Exchange Commission under the Securities Act of 1933, or any purchase or sale of any securities in connection therewith, may be commenced against it in any court of competent jurisdiction, Federal, State, or Territorial, located in the United States or in its territories as defined by the Securities Act of 1933, by service of process upon the United States Securities and Exchange Commission; (b) that service of process, pleadings, and other papers upon the United States Securities and Exchange Commission, as aforesaid, shall be taken and held in all courts to be as valid and as binding upon it as if due personal service thereof had been duly made upon it; and (c) that service upon the United States Securities and Exchange Commission may be effected by delivering copies of said process, pleadings or other papers to the Secretary of the said Commission or any other person designated by it for such purpose, and that the certificate of the Secretary of the United States Securities and Exchange Commission or of such other person reciting that said process, pleadings or other papers were received by the United States Securities and Exchange Commission and that a copy of each such process, pleading, or other paper was forwarded to this corporation at the last address supplied by it shall constitute evidence of such service upon this corporation. IN WITNESS WHEREOF the President and Secretary of.. (Name of Corporation) by the authority and direction of the Board of Directors of said corporation, have executed this irrevocable power of attorney and consent, stipulation and agreement, for and on behalf of the said corporation, at this day of... A. D..... (Corporate Name) (President) in and (Official Position) ** for said County in the State (or Province) aforesaid, do hereby certify that (Name of President) _and... (Name of Secretary) -personally appeared before me this day, stated that they are respectively the President and Secretary of the --*In the case of an association or other form of organization, appropriate revisions should be made. **Notary Public or other official authorized by law to administer oaths. |