SOUTHERN STAR ENERGY INC. - SB-2/A - 20060208 - SALE_OF_UNREGISTERED_SECURITIES
Item 26 RECENT SALES OF UNREGISTERED SECURITIES
On May 31, 2005, we issued 2,005,000 common shares to the following 32 subscribers at an offering price of $0.005 per share for gross offering proceeds of $10,025 in an offshore transaction relying on Rule 903 of Regulation S of the Securities Act of 1933. None of the subscribers were U.S. persons at that term is defined in Regulation S. No directed selling efforts were made in the United States by Surge, any distributor, any of their respective affiliates or any person acting on behalf of any of the foregoing. We are subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented the offering restrictions required by Category 3 of Rule 903 of Regulation S by including a legend on all offering materials and documents which stated that the shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to US persons
unless the shares are registered under the Securities Act of 1933, or an exemption from the registration requirements of the Securities Act of 1933 is available. The offering materials and documents also contained a statement that hedging transactions involving the shares may not be conducted unless in compliance with the Securities Act of 1933.
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Name of Stockholder
Number of Common
Shares Subscribed
Stephane Bourke
50,000
Darcy Dormett
90,000
Colin Eaton
50,000
Elyza Hartnell
100,000
Rosalynne Hartnell
60,000
Aitch Johnson
60,000
Randy Jorgenson
50,000
Warren Kirschner
70,000
Christine Larsen
70,000
Lindsay LeCorre
40,000
Stephanie LeCorre
40,000
Morgan Minto
100,000
Jason Mooney
50,000
Michele Morfit
45,000
Jennifer Mutter
70,000
Melissa Mutter
70,000
Dallin Paul
80,000
Kevin Reuschel
50,000
Tawnya Ritco
70,000
Aaron Robinson
40,000
Domenique Rosenblum
40,000
Rodney Ruel
40,000
Hugh Shlosser
50,000
Adam Skulsky
50,000
Jade Stranaghan
90,000
Morgan Tedder
60,000
Leah Terhart
70,000
Byron Thompson
60,000
Cam-Linh Tran
60,000
Mike Verran
80,000
Nate Verran
90,000
Thomas Yeung
60,000
On April 22, 2005, we issued 1,500,000 common shares to Frank Hollmann at an offering price of $0.005 per share for gross offering proceeds of $7,500 in an offshore transaction pursuant to Rule 903 of Regulation S of the Securities Act of 1933. Troy Mutter is not a U.S. person as that term is defined in Regulation S. No directed selling efforts were made in the United States by Surge, any distributor, any of their respective affiliates or any person acting on behalf of any of the foregoing. We are subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented the offering restrictions required by Category 3 of Rule 903 of Regulation S by including a legend on all offering materials and documents which stated that the shares have not been registered under the Securities Act of 1933 and may not be
offered or sold in the United States or to US persons unless the shares are registered under the Securities Act of 1933, or an exemption from the registration requirements of the Securities Act of 1933 is available. The offering materials and documents also contained a statement that hedging transactions involving the shares may not be conducted unless in compliance with the Securities Act of 1933.
On April 12, 2005, we issued 4,000,000 shares to Troy Mutter at an offering price of $0.005 per share for gross offering proceeds of $20,000 in an offshore transaction relying on Rule 903 of Regulation S of the Securities Act of 1933. Troy Mutter is not a U.S. person as that term is defined in Regulation S. No directed selling efforts were made in the United States by Surge, any distributor, any of their respective affiliates or any person acting on
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behalf of any of the foregoing. We are subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented the offering restrictions required by Category 3 of Rule 903 of Regulation S by including a legend on all offering materials and documents which stated that the shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to US persons unless the shares are registered under the Securities Act of 1933, or an exemption from the registration requirements of the Securities Act of 1933 is available. The offering materials and documents also contained a statement that hedging transactions involving the shares may not be conducted unless in compliance with the Securities Act of 1933.
On February 7, 2005, the date of incorporation of the company, we issued 50,000 shares to Troy Mutter at an offering price of $0.002 per share for gross offering proceeds of $100 in an offshore transaction relying on Rule 903 of Regulation S of the Securities Act of 1933. Frank Hollmann is not a U.S. person as that term is defined in Regulation S. No directed selling efforts were made in the United States by Surge, any distributor, any of their respective affiliates or any person acting on behalf of any of the foregoing. We are subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented the offering restrictions required by Category 3 of Rule 903 of Regulation S by including a legend on all offering materials and documents which stated that the shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to
US persons unless the shares are registered under the Securities Act of 1933, or an exemption from the registration requirements of the Securities Act of 1933 is available. The offering materials and documents also contained a statement that hedging transactions involving the shares may not be conducted unless in compliance with the Securities Act of 1933.