Castleguard Energy, Inc. (the "Company") is an independent energy company engaged in the exploration for and the acquisition, development, exploitation and operation of crude oil and natural gas properties, and in the production of crude oil and natural gas in North America. The Company's activities are conducted principally in the States of Texas and Louisiana.

The Company's business strategy has been to increase its reserves, cash flow and underlying net asset value through a combination of acquisition activities and of exploration and development. To date, the Company's activities have been focused on properties in Texas and Louisiana. Subject to the availability of suitable funding, the Company intends to diversify its property portfolio in terms of production, location and operating characteristics.

The Company's objective is to acquire and develop producing crude oil and natural gas properties that contain the potential for increased value through exploitation and development. The Company seeks to realize the potential in such acquisitions through workovers, recompletions, secondary recovery operations and the drilling of development wells. As a part of its strategy, the Company will attempt to acquire and develop producing crude oil and natural gas properties in areas where the Company has working knowledge and operating expertise. Additionally the Company is currently acquiring leases in North Texas to drill two development wells for several Pennsylvania and Pre Pennsylvania reservoirs.

Also in North Texas, the Company is participating in a 30 square mile 3-D seismic shoot to evaluate shallow oil potential in numerous reservoirs above 3500 feet. This seismic shoot could yield multiple prospects in a very large geographic area. Acquisition of all quality

2-D seismic data indicate several excellent definable prospect areas. Very shallow depths and reasonable drilling and completion costs make this an area excellent for return on investment.

The Company intends to continue its growth strategy emphasizing reserve additions through its acquisition efforts. The Company believes that its ability to quickly evaluate and complete acquisitions allows it to take advantage of acquisition opportunities as they arise. The Company may utilize any one or a combination of institutional or bank debt financing, equity offerings, debt offerings and internally generated cash flows to finance its acquisition efforts. The Company may also use, where appropriate, its equity securities as all or part of the consideration for such acquisitions. There can be no assurance that attractive acquisition opportunities will arise, that the Company will be able to consummate acquisitions in the future or that sufficient external or internal funds will be available to fund the Company's acquisitions.

Although the Company intends to devote most of its resources to acquisitions and the exploitation and development of the producing properties acquired, the Company also plans to selectively participate in the exploration of new reserves of crude oil and natural gas. The Company has no plans to participate in wildcat exploration activities. The Company intends to develop prospects internally and to participate with industry partners in prospects generated by other parties in its exploration activities.

The Company will periodically evaluate, and from time to time may elect to sell, certain of its producing properties. The Company believes such sales will enable it to maintain financial flexibility, reduce overhead and apply the proceeds therefrom to activities that the Company believes to have a potentially higher financial return.

The Company was incorporated in the State of Florida on July 22, 1988 under the name V & A Holding Corporation to search for and to acquire a business. Except as described below, it had no substantive operations from inception through May 1998 other than raising initial capital and searching for a business to acquire.

In May 1998, the Company changed its name to MK&A Holdings Inc. The Company further changed its name to Castleguard Energy Inc. on December 1 1998, at which time new management took over control of the company .

In February 1999 the company purchase an 8% working interest from Midway Exploration Inc in approximately 10,000 net acres in Navarro County, it also purchased 36 square miles 3D seismic grid encompassing the 10,000 net area. Consideration was US$750,000 .

In March 1999 the company purchased an 18.65% working interest in the 700.7 acre Pinetree ISD Unit in the Willow Springs Field, Gregg County Texas, for US$ 135,000.

In March 1999 the company obtained a 5% working interest from O'Brien Operating Co. in the Minden Dome Area, Webster Parish Louisiana.

In June 1999 the company purchased a 19% working interest in the Norris Area in the Province of Alberta, Canada from Raptor Capital Inc. for a consideration of Cdn$210,000.

In August the company acquired a 10% working interest in the St. Stephens Prospect, Clark County, Alabama. Current plans are to complete the #1 well in the Eutaw formation. The company paid US$6,400.

RISK FACTOR

The Company's operations are subject to all of the risks normally incident to the exploration for and production of oil and gas, including blowouts, cratering, pollution and fires, each of which could result in damage to or destruction of oil and gas wells or formations or production facilities or damage to persons and property. As is common in the oil and gas industry, the Company is not fully insured against these risks either because insurance is not available or because the Company has elected not to procure insurance due to prohibitive premium costs. The occurrence of such an event not fully insured against could have a material adverse effect on the Company's financial position.

The Company's oil and gas activities involve in part exploratory drilling, which carries a significant risk that no commercial oil or gas production will be obtained. The cost of drilling, completing and operating wells is often uncertain. Further, drilling may be curtailed or delayed as a result of many factors, including title problems, weather conditions, delivery delays, shortages of pipe and equipment and the unavailability of drilling rigs.

The Company may consider acquiring additional producing oil and gas properties although it has not yet committed to any new acquisitions and does not now have adequate financial resources to complete any substantial acquisition. Therefore, even if the Company identifies oil and gas reserves for possible acquisition, the completion of any transaction would be dependent on obtaining required funding. There can be no assurance that the Company would be able to obtain financing on terms or in amounts sufficient to enable it to purchase producing properties. Alternatively, the Company may consider issuing additional securities in exchange for producing properties, which would reduce the percentage ownership in the Company by present stockholders and may result in further dilution to the per share book value of all issued and outstanding shares. Further, there is no assurance that any such acquisition, if completed, would result in ongoing revenues to the Company in excess of related operating and financing costs.

Although the Company performs a review of acquired properties that it believes is consistent with industry practices, such reviews are inherently incomplete. Acquisitions will continue to be investigated and proceeded with on the assumption that it is generally not feasible to review in-depth every aspect of each individual property or well involved in an acquisition and that even an in-depth review of all properties and records may not necessarily reveal all or any existing or potential problems, nor will it permit the Company to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities. In addition, inspections may not always be performed on every well prior to acquisition and some problems, including downhole conditions, latent equipment defects, groundwater contamination and certain environmental problems, are not necessarily observable even on inspection. Ordinarily therefore, the Company's review and due diligence has been and will continue to be focused on higher value properties with a sample review of the remainder. Reliance will continue to be made on information provided by the vendors of the properties with or without independent verification.

The Companies drilling involves numerous risks, including the risk that no commercially productive natural gas or oil reservoirs will be encountered. The Company must incur significant expenditures for the identification and acquisition of properties and for the drilling and completion of wells. The cost of drilling, completing and operating wells is often uncertain, and drilling

operations may be curtailed, delayed or canceled as a result of a variety of factors, including unexpected drilling conditions, pressure or irregularities in formations, equipment failures or accidents, weather conditions and shortages or delays in the delivery of equipment. In addition, any use by the Company of 3-dimensional seismic and other advanced technology requires greater pre-drilling expenditures than traditional drilling strategies. There can be no assurance as to the success of the Companies future drilling activities.

The Company does not have sufficient liquidity or capital to undertake all of the acquisition prospects that it identifies or to fund fully the development of any prospect. Therefore, the Company will continue to be dependent on raising substantial amounts of additional capital through any one or a combination of institutional or bank debt financing, equity offerings, debt offerings and internally generated cash flow, or by forming sharing arrangements with industry participants. Although the Company has been able to obtain such financing and to enter into such sharing arrangements in certain of its projects to date, there can be no assurance that additional financing or sharing arrangements can be obtained, notwithstanding the Company's need for substantial amounts of additional capital. If the Company is unable to obtain capital that may be necessary or desired for its acquisition, development or exploration activities, it may be forced to defer or abandon specific projects, reduce substantially its overall efforts, dilute its interest in existing sharing arrangements for specific projects, attempt to sell all or a portion of specific prospects or leasehold positions, or otherwise severely curtail its acquisition, development and exploration activities

The Company's future success depends upon its ability to find, develop or acquire additional oil and gas reserves that are economically producing or recoverable. The proved reserves of the Company will generally decline as reserves are depleted, except to the extent that the Company conducts successful exploration or development activities or acquires properties containing additional proved reserves, or both. Therefore, in order to increase reserves and production so as to replace depleted reserves, the Company must continue its acquisition, development drilling and recompletion programs or undertake other replacement activities. There can be no assurance that the Company's planned development projects and acquisition activities will result in significant additional reserves or that the Company will have success drilling productive wells at cost effective finding and development costs. Furthermore, if prevailing oil and gas prices were to increase significantly, the Company's finding costs to add reserves could increase.

The exploration, development and production of oil and natural gas is highly competitive. There is significant competition between oil and gas companies and individuals for desirable oil and gas properties and for the equipment, services, and labor required to develop and operate such properties. The Company competes with numerous firms and individuals, including major oil firms and independent exploration and producing firms, many of which have substantially greater financial resources, management and technical staffs and facilities than those of the Company. Accordingly, many of the Company's competitors may be better positioned to acquire and exploit prospects, to obtain funding, to hire personnel and to market production. In addition, the producing, processing and marketing of crude oil and natural gas is affected by a number of factors which are beyond the control of the Company, the effect of which cannot be accurately predicted. Many of the Company's larger competitors may be able to respond better to factors that affect the demand for oil and natural gas production such as changes in worldwide oil and natural gas prices and levels of production, the cost and availability of alternate fuels and the application of government regulations.

The Company's revenues are dependent upon prevailing prices for oil and gas which can be extremely volatile. Prevailing prices are also affected by the actions of foreign governments, international cartels and the United States government. If oil or gas prices were to decrease significantly, certain of the Company's wells could become uneconomic resulting in curtailment of production, thereby adversely affecting: (i) the level of proved reserves attributable to the Company's properties; (ii) the Company's ability to increase its reserves and production; (iii) the borrowing base under any potential financing agreement; and (iv) cash flow from operations, revenues and operating income

The marketability of the Company's production depends upon the availability and capacity of oil and natural gas gathering systems and pipelines, the effect of federal and state regulations and general economic conditions. Further, the Company sells a large percentage of its oil and gas to a few large purchasers. Although the Company does not believe that the loss of one or all of these customers would have a material adverse effect in the long term, it could adversely affect cash flows until other marketing arrangements were made.

The following discussion of government regulation is necessarily brief and is not intended to constitute a comprehensive discussion of the various statutes, rules, regulations, and governmental orders, policies, and practices which may affect operations of the Company.

General - The oil and gas industry is subject to comprehensive federal, state, and local laws, regulations and policies which control the exploration, production, marketing and taxation of oil and gas. Numerous departments and agencies, at federal, state and even local levels, have issued quantities of rules and regulations, some or all of which have imposed or may impose additional expenditures, restrictions, and delays on the Company's business activities and profitability. For example, such regulations can render drilling in certain locations more expensive or uneconomical due to increased surface owner compensation and bonding requirements or environmental regulatory constraints.

Matters subject to regulation include discharge permits for drilling operations, drilling bonds, reports concerning operations, the spacing of wells, unitization and pooling of properties, taxation and environmental protection. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in order to conserve supplies of oil and gas. Because the regulatory environment within which it operates is always changing, the Company is unable to predict the future cost or impact of continued regulatory compliance.

Various jurisdictions have laws regarding unitization or forced pooling which require the working interest owners of a well to participate in the cost and revenues associated with neighboring wells or require neighboring owners to participate in their own wells. If acreage included within a lease becomes subject of a unitization or forced pooling order, drilling operations may have to be undertaken at a time or with other parties not of the Company's choosing or which may not be in the Company's best interest.

In an attempt to promote competition, the Federal Energy Regulatory Commission ("FERC") has issued a series of orders which have restructured the interstate natural gas transportation and marketing system. To date, the Company has not experienced any adverse effect as a result of these FERC orders. However, there can be no assurance that the Company's production of natural gas will not be subject to federal regulation in the future and it is not possible to predict what effect such regulations may have on its future gas marketing.

State and Local Regulation of Drilling and Production - State regulatory authorities have established rules and regulations requiring permits for drilling, drilling bonds and reports concerning drilling and producing activities. Such regulations also cover the location of wells, the method of drilling and casing wells, the surface use and restoration of well locations, the plugging and abandoning of wells, the density of wells (well spacing) within a given area and other matters. The states in which the Company operates also have statutes and regulations governing a number of environmental and conservation matters, including the unitization and pooling of oil and gas properties and establishment of maximum rates of production from oil and gas wells. Local authorities may also choose to exercise regulatory control.

Environmental Regulation - The Company's activities are subject to numerous laws and regulations concerning the storage, use and discharge of materials into the environment, the remediation of environmental impacts, and other matters relating to environmental protection, all of which may adversely affect the Company's operations and the costs of doing business. It is likely that state and federal environmental laws and regulations will become more stringent in the future. Current legislative initiatives are focused on the disposal of "hazardous" or other waste material associated with oil and gas exploration and production.

Under the federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), the Company may become fully liable for the cleanup costs associated with the release of "hazardous substances" into the air, water or ground even though the discharge may have been caused in whole or in part by a previous owner or third party. Many states have similar provisions. The imposition of liability under CERCLA and similar laws would likely have a serious adverse effect on the ability of the Company to continue its business.

Violation of environmental laws and regulations may also result in the imposition of an order requiring the removal, remediation or abatement of the conditions which gave rise to the violation.

The costs of comprehensive environmental investigation or audits prior to the acquisition of a property can be expensive and there is no guarantee that all deficiencies or sources of liability will be identified by such audits. In connection with the acquisition of producing properties in Texas, and Louisiana, the Company performed limited environmental inquiries and found no material environmental noncompliance or cleanup liabilities. The Company does not currently believe that it will be required in the near future to expend material amounts due to environmental laws and regulations.

Safety and Health Regulations - The Company must also conduct its operations in accordance with various laws and regulations concerning occupational safety and health. Currently, the Company does not foresee expending material amounts to comply with these occupational safety and health laws and regulations. However, since such laws and regulations are frequently changed and amended, the Company is unable to predict the future effect of these laws and regulations.

As is common industry practice, little or no investigation of title is made at the time of acquisition of undeveloped properties, other than a preliminary review of local mineral records. Title investigations are made and in most cases a title opinion of local counsel is obtained, before commencement of drilling operations. The Company believes that its methods of investigating title to its properties in connection with the acquisition of such properties are consistent with practices customary in the oil and gas industry and that such practices are adequately designed to enable the Company to acquire good title to such properties. Some title risks, however, are not avoided, despite such practices. The Company's properties are generally subject to customary royalty and overriding royalty interests, liens incident to operating agreements, liens for current taxes and other burdens and minor encumbrances, easements and restrictions, and may be mortgaged to secure indebtedness of the Company. The Company believes that none of such burdens materially detracts from the value of such properties or materially interferes with their use in the operation of the Company's business.

The Board of Directors has total discretion in the issuance of any shares of Common Stock which may be issued in the future. The Company is authorized to issue 50,000,000 shares of its Common Stock (14,750,626 million shares were issued and outstanding as of December 3, 1999). (See "Part I, Item 8, Description of Securities".)

The Company's named operator, H & S Production, Inc., is engaged in the drilling and production of oil and gas and, as such, its operations are subject to the usual hazards incident to the industry. These hazards include, but are not limited to, blowouts, cratering, explosions, adverse weather, uncontrollable flows of oil, natural gas or well fluids, fires, pollution, releases of toxic gas, and other environmental hazards and risks. These hazards can cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage and suspension of operations.

The Company has not experienced any adverse incidents of a material nature as a result of these hazards. The Company's executive, management and technical staff are all trained and skilled in various disciplines and have many years of experience in various facets of the oil and gas industry.

In order to lessen the effects of these hazards, the Company, through H & S Production, Inc., maintains insurance of various types to cover its operations. The Company has $5.0 million of general liability insurance. This insurance, however, does not cover every potential risk associated with the drilling and production of oil and may not be sufficient to cover all potential liabilities. In particular, coverage is not obtainable for certain types of environmental hazards. The occurrence of a significant adverse event that is not fully covered by insurance could have a materially adverse effect on the Company. Further, the Company cannot assure that it will be able to maintain adequate insurance in the future at rates it considers reasonable.

Year 2000 compliance is the ability of computer hardware and software to respond to the problems posed by the fact that computer programs traditionally have used two digits rather than four digits to define an applicable year. As a consequence, any of the Company's computer programs that have date-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing interruption of operations, including temporary inability to perform 3-D seismic analysis and to perform accounting functions and delays in the receipt of payments from purchasers of oil and gas production, if any. The Company currently is reviewing the Company's computers and software as well as other equipment that utilizes imbedded computer chips, such as facsimile machines and telephone systems. The Company has confirmed with the maker of its accounting software that it is Year 2000 compliant.

At December 3rd, 1999, the Company had no employees, either in field operations or office and administrative activities. The Company contracts with other parties, including officers, directors, principal stockholders or other affiliates of the Company, to perform the office and administrative activities of the Company; provided such transactions are on terms and conditions substantially similar to those offered by nonaffiliated parties. The Company also utilizes the services of outside consultants on a contract basis.

The following are abbreviations and definitions of terms commonly used in the oil and gas industry and in this Registration Statement:

Item 2.

The initial test in Navarro County was an 8000 foot well to test the marine sand section of the Travis Peak as well as the Petit Formation. The well tested 1 mmcf pd plus 110 bwpd on intial production tests. The well was shut in pending pipeline and gas contract negotiations. Further test 45 days after the well had been shut in resulted in non- commercial gas flow. The company is in negotiations with the operator to purchase their working interest in order to do further testing of the well. A second well has been approved to test in the Cotton Valley Lime Section, which has been a prolific producer in the area. This well will be spudded within the first quarter of 2000, and has the potential to yield favourable recoverable reserves and offset locations. If this test is successful then there is a siesmic anomoly on the north end of the survey that will also be drilled for the Cotton Valley Lime.

The companies interest in the Pinetree ISD unit was sold in December, 1999 to Cross Timbers Oil Co.

Minden Dome Area in Louisiana has proven to be the most promising. Drilling of the E.O. Cox #1 well has yielded completion in the Glen Rose interval of 280 bopd and 500 mcf of gas. The drilling of the Youngblood 21-1 well has been dually completed yielding 1650 mcf/pd at 1950 ftp (ss): 1190 mcfpd at 2800 ftp (ls) . Operations are underway on the Youngblood Unit to add perforation and stimulation a section in the Hosston that appears to have substantial gas reserves remaining within this section. Resevoir pressure tests will be done in order to determine the magnitude of remaining recoverable gas. Four additional drilling locations have been selected with the results of the E.O. Cox and the Youngblood 21-1 Wells.

The Company purchase a working interest in the St. Stephens Prospect, Clark County Alabama completion attempt by the operator. Because of the electric log calculations, mud log shows, and nearby field production analogs from the Eutaw the decision was made to purchase this working interest. The completion atttempt was unsuccessful and the well was plugged and abandoned.

The company working interest in the Norris Area, Alberta was sold to the operator of the project. After several attempts to make the property commercial, low oil prices and high operating costs lead the Company's decision to divest itself of this property with minimal cost incurred.

LIQUIDITY AND CAPITAL RESOURCES

General: The Company's general financial strategy is to use cash from operations to, to pay ongoing operating expenses, and to contribute limited amounts toward further development of the Company's existing proved reserves as well as additional acquisitions. There can be no assurance that cash from operations will be sufficient in the future to cover all of those purposes.

The Company will continue to be dependent on external funding sources to carry out its planned redevelopment and acquisition program. If such additional funds are not available, the Company will be required to delay or reduce substantially both of such activities.

ITEM 3. DESCRIPTION OF PROPERTIES

See above item 2

RESERVE INFORMATION

At the time of this document the reserve reports where being completed by an independent engineer

The primary executive offices of the Company are located at 4625 Greenville Avenue, Suite 203, Dallas, Texas.

The following table sets forth, as of December 3, 1999, information with respect to (1) any person known by the Company to own beneficially more than five percent (5%) of the Company's Common Stock, (2) the shares of Common Stock beneficially owned by each officer and director of the Company, and (3) the total of the Company's Common Stock beneficially owned by the Company's officers and directors as a group. Except as noted in the footnotes, it is the belief of the Company that each stockholder listed below holds the sole voting and investment power with regard to the shares owned beneficially by such stockholder.

1. Based upon 14.750,626 million shares issued and outstanding as December 3 , 1999.

ITEM 5.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The Company's bylaws provide that Directors are to be elected by simple majority vote and are to serve until the annual meeting next following such election or a successor has been duly elected and qualified. Directors may be removed with or without cause by a majority vote of the stockholders and may be removed for cause by the Board. Vacancies on the board may be filled by the remaining directors or by the stockholders. The executive officers of the Company are elected by and serve at the discretion of the Board of Directors.

The following sets forth the name, and position of each director and executive officer of the Company:

Mr. Heape is President and Founder of H & S Production, Inc. and HSP Geophysical, Inc. He received a B.S. in Geology from Tulane University in 1972. He has engaged in all phases of the oil and gas business since 1972 where he served as an exploration geologist with Lone Star Producing Company, a wholly owned subsidiary of Lone Star Gas (now ENSERCH). From 1972 to 1975, Mr. Heape did extensive geological work for Lone Star in East Texas, Northern Louisiana, and Southern Arkansas. He went to work for Bass Enterprises in 1975 and left Bass in 1976 to form H & S Production, Inc., a Texas corporation.

Common Stock

The Company is authorized to issue 50,000,000 shares of Common Stock, $.001 par value per share, of which 14.750,626 million shares were issued and outstanding as of December 3rd, 1999. Each outstanding share of Common Stock is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by the owners thereof at

meetings of the stockholders.

The holders of Common Stock (i) have equal ratable rights to dividends from funds legally available therefor, when, and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the affairs of the Company; (iii) do not have preemptive, subscription or conversion rights, or redemption or sinking fund provisions applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote at all meetings of stockholders.

The Common Stock of the Company is not subject to calls or assessments.

Marketing Information

The principal U.S. market in which the Company's Common Stock ($.001 par value, all of which are one class) has been traded is the Over the Counter market. The Company's common stock is quoted on the NASDAQ Electronic Bulletin Board (Symbol: "MOAT").

The following table sets forth the range of high and low closing bid prices for the Company's Common Stock on a quarterly basis since September 30, 1998 as reported by the National Quotation Bureau, Inc. (which reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions). As of Dec 3rd, 1999 the closing bid for the Company's common stock was $.06 per share. The foregoing and following information should not be taken as an indication of the existence of an established public trading market for the Company's Common Stock.

Holders

The approximate number of record holders of the Company's Common Stock as of December 3, 1999 was 131 , inclusive of those brokerage firms and/or clearing houses holding the Company's common shares for their clientele (with each such brokerage house and/or clearing house being considered as one holder). The aggregate number of shares of Common Stock outstanding as of December 3rd, 1999 was 14,757,262 million shares, of which 11.1 million are free trading shares.

Dividends

Current management believes that the Company has not declared any cash dividends on its Common Stock since its inception in 1988. The Company has not declared any cash dividends on its Common Stock since current management assumed their positions in September 1998 and has no present intention of paying any cash dividends on its Common Stock in the foreseeable future.

The Company is not presently a party to any material litigation not in the regular course of its business, nor to the Company's knowledge is such litigation threatened.

Except as set forth below, there have been no changes in or disagreements with accountants with respect to accounting and/or financial disclosure.

In October, 1998, the Company retained KPMG Peat Marwick LLP ("KPMG") as its independent auditor.

The decision to engage KPMG was made by the new Board of Directors of the Company.

The General Corporation Law of the State of Florida contains provisions entitling directors and officers of the Company to indemnification by the Company for liability arising out of certain actions. Additionally, the Company's Certificate of Incorporation provides for indemnification of Directors and Officers to the fullest extent permitted by the Florida Corporation Law. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

KPMG LLP"

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GENERAL NATURE OF BUSINESS

PREEMPTIVE RIGHTS

DURATION

INITIAL PRINCIPAL OFFICE AND AGENT

INITIAL BOARD OF DIRECTORS

INCORPORATION

AMENDMENT

PURPOSE

PERIOD OF EXISTENCE

SHARES

DIRECTORS AND OFFICERS

ARTICLE VII

DENIAL OF PREEMPTIVE RIGHTS

AMENDMENT OF BY-LAWS

SHAREHOLDERS

LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

CONTRACTS