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The following is an excerpt from a SB-2/A SEC Filing, filed by SURGE ENTERPRISES, INC. on 2/8/2006.
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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.

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