<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g) of the Exchange Act of 1934
R&R RESOURCES, INC.
----------------------------------------------------------
(Exact name of the registrant as specified in its charter)
<TABLE>
Nevada 86-0874841
------ ----------
<S> <C>
(State of Organization) (I.R.S. Employer
Identification Number)
</TABLE>
3241 South First Street, Abilene, TX 79605
------------------------------------------
(Address of principal executive offices)
(915) 673-1521
(Registrant's telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on
to be so Registered Which Each Class is to be Registered
------------------- ------------------------------------
<S> <C>
None None
</TABLE>
Securities to be registered under Section 12 (g) of the act:
Common Stock, par value $0.001
------------------------------
(Title of Class)
<PAGE> 2
ITEM 1. BUSINESS
R&R Resources, Inc. (Electronic Bulletin Board: RRRI) is involved in oil
and gas development drilling, primarily on leases in Concho and Pecos
Counties, Texas. The Company plans to add to its current well inventory
by joint venture and other associations. The Company may acquire other
properties in order to expand its operations of owning and maintaining
producing oil and natural gas wells. Currently, RRRI has Net Reserves
(MCF) of natural gas at its properties valued at $2.00 MCFG of
32,847,424 with a Net Present Value at a 10% Discount (Un-Risked) of
$20,704, 058 as evaluated by Nova Petroleum Resources Corp. of Dallas, a
third-party certified petroleum geologist and registered professional
engineering firm.
The original name of R&R Resources, Inc. was Grayhawk Stained Glass,
Inc., which was incorporated in Las Vegas, NV on June 10, 1997. The name
was changed to R&R Resources, Inc. on November 12, 1997. Pilares Oil &
Gas, Inc. received 3,185,230 (representing 44.89%) restricted shares of
the Company's Common Stock in exchange for oil and gas properties on
December 15, 1997 pursuant to a Stockholder's vote on November 21, 1997.
ITEM 2. FINANCIAL INFORMATION
2-a. The audit for R&R Resources, Inc. as of December 31, 1997
is contained in Exhibit "A".
2-b. The Form "D" for the Predecessor Company - Greyhawk Stained
Glass, Inc. - is contained in Exhibit "B".
2-c. The original Prospectus for Grayhawk Stained Glass, Inc. is
contained in Exhibit "C".
2-d. The changes in Capital Position of Greyhawk Stained Glass, Inc.
are contained on Page 6, Note 1 of its audited financial
statement as of August 15, 1997 contained in Exhibit "D". The
changes in Capital Position of R&R Resources, Inc. (which include
the same for Greyhawk Stained Glass, Inc.) are contained on Page
6, Note 1 on its audited financial statement as of December 31,
1997 in Exhibit "A" and on Page 7, Note 2 of Exhibit "A".
<PAGE> 3
ITEM 3. PROPERTIES
The oil and gas properties received from Pilares Oil & Gas, Inc. total
1,280 acres and were appraised in a Summary of Reserves and Valuation
dated August 13, 1997 as contained in Exhibit "E". The appraiser - Nova
Petroleum Resource Engineers - is a third-party evaluation company not
related to any individual or entity in the transactions described
herein.
3-a. Summary from Note 2, Page 8 of Exhibit "A":
<TABLE>
<CAPTION>
Net Net Present Value Net Present Value
Oil Net Gas @ 0% Discount @ 10% Discount
(Bbls) (MCF) $ USD $ USD
------ ----------- ----------------- ------------------
<S> <C> <C> <C> <C>
Undeveloped -0- 32,537,695 $52,050,130 $20,545,724
Developed -0- 308,200 $ 334,052 $ 158,184
-----------
$20,703,908*
-----------
</TABLE>
*Differs slightly from appraisal due to continuing production.
3-b. Summary sheets from Nova Petroleum Resource Engineers'
appraisal of the properties are contained in Exhibit "E".
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information relating to the beneficial
ownership of the Company's Common Stock by those persons and entities
beneficially holding more than five percent (5%) of the Company's
Capital Stock. The Company has 7,095,230 Common Shares outstanding as of
the date of this filing.
4-a Security Ownership of Certain Beneficial Owners.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Title of Name/Address of Amount/Nature of Percent
Class Beneficial Owner Beneficial Owner (R) of Class
- - - ----- ---------------- -------------------- --------
<S> <C> <C> <C>
Common Pilares Oil & Gas, Inc. 3,185,320 (R) 44.89% (R)
So. First & Willis
Abilene, TX 79605
</TABLE>
<PAGE> 4
4-b. Security Ownership of Management.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Title of Name/Address of Amount/Nature of Percent of
Class Beneficial Owner Beneficial Owner (R) Class
- - - ----- ---------------- -------------------- -----
<S> <C> <C>
Common William D. Batts 10,000 .14%
Norma G.E. Eltringham 10,000 .14%
Thomas Phillip (Phil) Page 10,000 .14%
Stephen Ewing 10,000 .14%
Weldon E. Keel 10,000 .14%
Wayne Smith 10,000 .14%
Billy Bob Williams 10,000 .14%
</TABLE>
4-c. Changes in Control.
The Company has no arrangements which may result in a change in
control of the Company.
<PAGE> 5
ITEM 5 DIRECTORS AND EXECUTIVE OFFICERS
5-a
<TABLE>
<CAPTION>
NAME AGE POSITION TERM
---- --- -------- ----
<S> <C> <C> <C>
William D. Batts 72 President/Director June 10, 1998
Norma G.E. Eltringham 62 Secretary/Treasurer/Director June 10, 1998
Thomas Phillip (Phil) Page 57 Director June 10, 1998
Stephen Ewing 46 Director June 10, 1998
Weldon E. Keel 76 Director June 10, 1998
Wayne Smith 75 Director June 10, 1998
Billy Bob Williams 76 Director June 10, 1998
</TABLE>
5-b. Business Experience.
William D. Batts - He has held various positions with Petroleum
Information, Inc., a large oil and gas data gathering firm in
Texas since 1978, most recently as the Manager of the South Texas
Region. From 1950 to 1978, Mr. Batts was farming in West Central
Texas. He graduated from the University of Texas in 1950 with a
Bachelor of Science degree in mechanical engineering.
Norma Eltringham - Ms. Eltringham has been the owner of Ramsey
Bookkeeping and Tax Service since 1976. She specializes in tax
consulting and oil and gas accounting procedures. From 1963 to
1976 she performed similar services for individuals as a sole
proprietor in Idaho, Maryland and Texas. From 1955 to 1960, she
was a Full Chartered Accountant for Game and Jackson/Audit and
Accounting in Knightsbridge, London, England. Ms. Eltringham
received an Accounting Degree from Felt and Tarrant University,
Norwich, England in 1954.
Thomas Phillip (Phil) Page - Since 1990, Mr. Page has been an
independent consultant and a geological engineer to companies
drilling in North, North Central and West Texas. From 1971 to
1990, he worked in geological exploration, drilling, completion
engineering and production supervision with H.J. Hughes Oil
Service, Permain Corporation, Grimm Oil Company and Frontier
Operating, Inc. He has worked on more than 285 wells in drilling,
completion or re-entry. Mr. Page earned a Bachelor of Arts
degree in mathematics/physics from the University of Texas in
1965 and a Bachelor of Science degree in geological engineering
from Abilene Christian University in 1983.
Stephen Ewing - He is President of his own construction firm,
SERCO, which has operated in Texas since 1980. For more than 30
years, he has held management positions with such organizations
as Amoco, U.S. Army Intelligence and various government entities
in North Texas. Mr. Ewing graduated from Southern Illinois
University in 1974 with a degree in Business.
<PAGE> 6
Weldon E. Keel - Mr. Keel has been a private investor in oil and
gas, real estate and securities since 1982. From 1947 to 1982, he
was the owner and operator of Keel Drugstores in Texas and an
investor in various drilling and exploration programs in West
Central Texas. He attended Rice University in Houston.
Wayne Smith - Owner and operator of Anson Metal Products since
1989. The company serves West Central Texas with heating and air
conditioning products. From 1951 to 1989, he was an independent
rancher, real estate investor and private investor in oil and gas
ventures. He also established Master Metal Corp. in Abilene
during the time, the forerunner of Anson Metal Products. From
1941 to 1946, Mr. Smith flew with the Flying Tigers of the USAF
in Burma, China and India.
Billy Bob Williams - From 1994 to the present, Mr. Williams has
been founder, Chairman and CEO of Stanford Mortgage Company in
Dallas, Texas. For the five previous years, he was a consultant
to Medical Asset Funding Corporation, which specialized in the
acquisition and servicing of medical account receivables. From
1981 to 1983, he was the President of two mortgage companies in
Dallas. From 1975 to 1981, Mr. Williams was a real estate
developer. He received an Associate degree in Mortgage Banking
from Southern Methodist University in 1972 and also attended
Baylor University and the University of Texas.
ITEM 6. EXECUTIVE COMPENSATION
The President receives $60,000 per year and has no other benefits, stock
options or warrants at this time. Salary is currently being accrued.
Board members receive $250 per interim Board meeting, which are expected
quarterly. They will receive $500 for annual meeting attendance and the
Board meeting held at that time. There is no travel reimbursement plan
for Board members.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
7-a. The agreement between R&R Resources, Inc. and Pilares Oil and
Gas, Inc. is contained in Exhibit "F". Such Agreement also
involved Paint Rock Energy, Inc., a wholly owned subsidiary of
Pilares Oil and Gas, Inc. No entity nor individual associated
with Pilares Oil and Gas, Inc. had any relationship with any
individual or entity associated with R&R Resources, Inc. prior to
November 21, 1997.
7-b. The transaction between R&R Resources, Inc. and Pilares Oil and
Gas, Inc. was authorized by a special meeting of the Board and
Shareholders on November 21, 1997, the minutes of which are
contained in Exhibit "G".
<PAGE> 7
7-c. The company has had no tranactions since inception (or proposed
transactions) to which it was or is to be a party in which any of
its Directors or Officers (or any of their nominees) or any
Security Holder (or any member of the immediate family of any of
these persons) had or is to have a direct or indirect material
interest. Furthermore, the company has not provided (and does not
intend to provide) any compensation or anything of value to any
Promoters, either directly or indirectly.
ITEM 8. LEGAL PROCEEDINGS
There are no legal proceedings for any of the companies involved in the
transactions leading up to the consolidation of R&R Resources. No
actions have been taken which would tend to lead to any type of
litigation in the future.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
9-a. Historical stock quotes from inception are contained in Exhibit
"H". Following are the quarterly quotation "highs" and "lows" on
the Electronic Bulletin Board (RRRI):
<TABLE>
<CAPTION>
YEAR QUARTER HIGH LOW
---- ------- ---- ---
<S> <C> <C> <C> <C>
1997 Third N.Q. N.Q.
1997 Fourth $7.00 $5.00
1998* First $8.50 $5.00
</TABLE>
*As of February 19, 1998.
9-b. The Company has 565 Holders of its Common Stock as of
February 20, 1998.
9-c. The Company has paid no dividends on its Common Stock since
inception. There are no plans to pay dividends in the foreseeable
future. Payment of dividends is dependent on earnings and any
future policies adopted by the Company's Board of Directors.
9-d. There are no related stockholder transfers or agreements.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
The following represents all of the securities sold by the Company and
its predecessor - Greyhawk Stained Glass, Inc. - since inception without
registering the securities under the Securities Act of 1934 with all
such securities being Common Stock.
<PAGE> 8
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 1
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
BARBARA ABBOTT RRRI0482 CO 100
3358 GREENACRES
ABILENE TX 79605
ERIC ABBOTT RRRI0467 CO 100
4909 HAVERWOOD LANE #204
DALLAS TX 75287
GEORGE G ABBOTT RRRI0495 CO 100
1302 BUCHINGHAM PLACE
RICHARDSON TX 75081
JAMES B ABBOTT RRRI0496 CO 100
132 A BRUIT HILL #402
NACOGDOCHES TX 75961
STEVEN DOUGLAS ABBOTT RRRI0493 CO 100
2717 S 28TH ST
ABILENE TX 79605
WALTER L ABBOTT RRRI0485 CO 100
2895 MARKET LANE
SOUTHLAKE TX 76092
WILLIAM ABBOTT RRRI0483 CO 100
330 LITTLE RD
KENNEDALE TX 76060
JOE ABOWD RRRI0419 CO 100
1811 MEADOWCREEK
PEARLAND TX 77581
MARK ABOWD RRRI0455 CO 100
5738 BERRY CREEK
HOUSTON TX 77017
MATT ABOWD RRRI0409 CO 100
3006 NECHES RIVER
PEARLAND TX 77584
PHIL ABOWD RRRI0466 CO 100
1606 HARRISON
DEER PARK TX 77536
RON ADKINS RRRI0209 CO 100
222 S. W. HARRISON STREET #20-A
PORTLAND OR 97201
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 2
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
MICHAEL AIZEMAN RRRI0340 CO 100
1813 E 24TH ST
BROOKLYN NY 11229
MICHELLE AIZEMAN RRRI0341 CO 100
1813 E 24TH ST
BROOKLYN NY 11229
ALLIE AKERY RRRI0244 CO 50
10313 HAGEMAN
BAKERSFIELD CA 93312
JESSICA AKERY RRRI0257 CO 50
10313 HAGEMAN
BAKERSFIELD CA 93312
RONNIE AKERY RRRI0245 CO 50
10313 HAGEMAN
BAKERSFIELD CA 93312
STACEY AKERY RRRI0258 CO 50
10313 HAGEMAN
BAKERSFIELD CA 93312
DON ALEXANDER RRRI0476 CO 100
3636 BILGLADE
FORT WORTH TX 76133
MARY BETH ALEXANDER RRRI0488 CO 100
2254 5TH AVE
FORT WORTH TX 76110
TONY ALEXANDER RRRI0532 CO 100
5137 DURANGO
ABILENE TX 79605
J ALLEN RRRI0294 CO 100
8484 WILSHIRE BLVD #744
BEVERLY HILLS CA 90021
C D ANDERSON RRRI0511 CO 100
750 VICTORIA
ABILENE TX 79603
TOM ARMSTRONG RRRI0159 CO 50
SOUTH 1ST AND WILLIS
ABILENE TX 79605
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 3
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
EDWARD L AUSTIN RRRI0506 CO 10,000
LANA R BABB RRRI0003 CO 184,000
1501 RIGGINS ST
HENDERSON NV 89015
RICHARD BAKER RRRI0344 CO 100
SHANNON BALDINO RRRI0001 614141586 CO 230,000
9072 QUARRYSTONE WAY
LAS VEGAS NV 89123
E L BALL RRRI0536 CO 100
3508 GREENVILLE AVE #9
DALLAS TX 75206
THERESA BARKER RRRI0345 CO 100
8538 E SAN LUCAS DR
SCOTTSDALE AZ 85258
JOHN BARRETT RRRI0212 CO 100
390 CHAUTAUGUA BLVD.
PACIFIC PALISADES CA 90272
KATHLEEN BARRETT RRRI0302 CO 100
390 CHAUTAUGUA BLVD
PACIFIC PALISADES CA 90272
VANESSA BARRETT RRRI0303 CO 100
390 CHAUTAUGUA BLVD
PACIFIC PALISADES CA 90272
JOHN BARTOSE RRRI0115 CO 50
19161 FM 604 S
CLYDE TX 79510
WILLIAM DAVID BATTS RRRI0502 CO 10,000
J C BAUER RRRI0055 CO 100
48395 SUMMERHILL
LAS VEGAS NV 89121
STEVE BEALL RRRI0422 CO 100
1125 KIRKWOOD
ABILENE TX 79603
PHIL BELL RRRI0246 CO 100
6927 C.R. 203
DURANGO CO 81301
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 4
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
LUCILLE BERKMEYER RRRI0346 CO 50
14020 N 83RD PL
SCOTTSDALE AZ 85260
ROBERT BERNARDINO RRRI0347 CO 100
BEVERLY BLANKENSHIP RRRI0548 CO 100
9601 FORREST LANE #1312
DALLAS TX 75243
JACK BOLES RRRI0431 CO 100
1175 VINE
ABILENE TX 79602
PLYLLIS BOLES RRRI0442 CO 100
S. 1ST AND WILLIS #6
ABILENE TX 79605
JUDY L BONHAM RRRI0492 CO 100
10115 MOUNTAIN QUAIL
AUSTIN TX 78758
MICHAEL P BONHAM RRRI0480 CO 100
8220 RESEARCH BLVD. APT 111-B
AUSTIN TX 78758
SUSAN BOOTH-LESKOVAC RRRI0097 CO 100
170 SAINT GLORY RD
GREENVILLE ID 83612
RICHARD BORGER RRRI0091 CO 100
P.O. BOX 640
COUNCIL ID 83612
BRYCE BOUCHER RRRI0348 CO 50
JOAN BOUE RRRI0035 CO 100
1264 NEWBEDFORD LANE
RESTON VA 22094
SUE BOWLIN RRRI0554 CO 100
SOUTH FIRST & WILLIS
ABILENE TX 79605
CLINT BRACHER RRRI0151 CO 50
410 GRANDVIEW
SAN ANTONIO TX 78209
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 5
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
LAURIE BRACHER RRRI0486 CO 100
410 GRANDVIEW
SAN ANTONIO TX 78209
DAVID ALAN BRAY RRRI0232 CO 50
22750 HAWTHORNE BLVD #230
TORRANCE CA 90505
GEOFFREY BRAY RRRI0230 CO 50
22750 HAWTHORNE BLVD. #230
TORRANCE CA 90505
TYLER BRAY RRRI0231 CO 50
22750 HAWTHORNE BLVD. #230
TORRANCE CA 90505
NANETTE BRENNAN RRRI0015 CO 118,000
2916 MELLON BREEZE STREET
LAS VEGAS NV 89117
EVIE BRENNER RRRI0357 CO 50
1515 E TROPICANA #660
LAS VEGAS NV 89119
GAIL BRIGHT RRRI0399 CO 100
1490 GLENDALE
ABILENE TX 79605
ADRIAN BRITTON RRRI0349 CO 100
4104 PIEDMONT ST
FORT WORTH TX 76116
JANELL BRITTON RRRI0350 CO 100
4104 PIEDMONT ST
FORT WORTH TX 76116
FRED BRYSON RRRI0247 CO 50
2906 JUNCTION STREET
DURANGO CA 81301
SUSAN BRYSON RRRI0260 CO 50
2906 JUNCTION STREET
DURANGO CO 81301
THOMAS L BRYSON RRRI0259 CO 50
3351 NORD AVE
BAKERSFIELD CA 93312
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 6
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
JERALYN BUBBINS RRRI0307 CO 100
2443 NO. NAOMI
BURBANK CA 91504
LARRY BUBENIK RRRI0436 CO 100
308 LARGENT
BALLINGER TX 78621
JIM BURTON RRRI0248 CO 50
P.O. BOX 89
HERPERUS CO 81326
LINDA BURTON RRRI0261 CO 50
P.O. BOX 89
HESPERUS CO 81326
JEINA BYRON RRRI0540 CO 100
140 COLLEGE PARK DR
WEATHERFORD TX 76086
TOM CAMP RRRI0140 CO 50
3617 BUFFALO GAP RD
ABILENE TX 79605
LORRAINE CARTER RRRI0537 CO 100
3533 DAISY CT
ABILENE TX 79606
ROBERT CASTRUITA RRRI0287 CO 100
8432 STELLER DR
CULVER CITY CA 90232
EVELYN CASTRUITA RRRI0288 CO 100
8432 STELLER DR
CULVER CITY CA 90232
CEDE & CO. RRRI0027 132555119 CO 33,375
P.O. BOX 222
BOWLING GREEN STATION
NEW YORK NY 10274
JOSEPH CERBONE RRRI0207 CO 100
444 WEST "C" STREET #444
SAN DIEGO CA 92101
ROBERT CHAPMAN RRRI0243 CO 100
1111 TRITON DR #201
FOSTER CITY CA 94404
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 7
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
PATRICIA CIPOLLA RRRI0042 CO 50
3539 BARREL BRONCO COURT
NORTH LAS VEGAS NV 89030
STEVE CLEVENGER RRRI0544 CO 100
P.O. BOX 1416
ABILENE TX 79604
TIFFANEY LEE CLOSSON RRRI0127 CO 50
8188 E BROWNING AVE
CLAREMORE OK 74017
VICKY CLOSSON RRRI0116 CO 50
P.O.BOX 372
BUFFALO GAP TX 79508
CHRIS COFFMAN RRRI0559 CO 100
1813 GUILDFORD
GARLAND TX 75044
BARBARA V COHEN RRRI0010 CO 111,700
4341 NORTH STANTON
EL PASO TX 79902
GLENN COHEN RRRI0249 CO 100
11 WINDHAM LOOP #311
STATEN ISLAND NY 10314
JOAN H COLEMAN RRRI0444 CO 100
4112 VILLAGE DRIVE
ROCKWELL TX 75087
CATHY COLLINS RRRI0108 CO 100
1310 JEANETTE
ABILENE TX 79602
DAVID COLLINS RRRI0157 CO 50
1174 ELM RD
ABILENE TX 79605
TIM CONLAN RRRI0354 CO 50
3790 S PARADISE #250
LAS VEGAS NV 89109
DARREN COOKUS RRRI0262 CO 100
739 1/2 E 7TH AVE
DURANGO CO 81301
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 8
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
GLORIA F COPELAND RRRI0023 CO 184,000
2308 SAN JOSE
LAS VEGAS NV 89104
BRYAN COUZENS RRRI0491 CO 100
6732 WATERWAT CT
PLANO TX 75093
PENNI E CRESS RRRI0012 CO 138,000
2001 EAST FLAMINGO
LAS VEGAS NV 89119
DALTON CROCKETT RRRI0426 CO 100
BALLINGER TX 76821
WILLIAM CROSS RRRI0121 CO 50
303 S. LANCASTER
GRANBURY TX 76048
ALAN CUTLER RRRI0048 CO 100
120 CLAYTON
LAS VEGAS NV 89110
DENISE CUTLER RRRI0051 CO 100
120 CLAYTON
LAS VEGAS NV 89110
BECKY DANIELS RRRI0093 CO 50
2112 JACKSON CREEK ROAD
COUNCIL ID 83612
TONY DAVIDSON RRRI0390 CO 100
202 SOUTH WILLIS
ABILENE TX 79605
NICOLE DAVIDSON RRRI0440 CO 100
202 S. WILLIS STE. D
ABILENE TX 79605
SUSAN DAVIDSON RRRI0478 CO 100
8457 HWY 227 S
ABILENE TX 79606
MICHELLE DAVIDSON RRRI0489 CO 100
2733 HWY 277 SOUTH
ABILENE TX 79606
Q.E. DAVIDSON RRRI0432 CO 100
202 S WILLIS STE. C
ABILENE TX 79605
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 9
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
VIRGINIA DAVIS RRRI0355 CO 50
5012 S ARVILLE #10
LAS VEGAS NV 89118
DEBBIE DECK RRRI0181 CO 50
1 PUERTO NUEVO
FOOTHILL RANCH CA 92610
GLEN DECK RRRI0178 CO 50
1 PUERTO NUEVO
FOOTHILL RANCH CA 92610
SHELBE DECK RRRI0179 CO 50
1 PUERTO NUEVO
FOOTHILL RANCH CA 92610
DR. STEVEN DENEGRIS RRRI0334 CO 100
1655 KELAUKIA STREET
KOLOA HI 96756
DIANE DENEGRIS RRRI0335 CO 100
1655 KELAUKIA ST
KOLOA HI 96756
CAROLINE DENEGRIS RRRI0336 CO 100
1655 KELAUKIA ST
KOLOA HI 96756
VALERIE DENEGRIS RRRI0337 CO 100
1655 KELAUKIA ST
KOLOA HI 96756
ROBERT J DENEGRIS RRRI0338 CO 100
4 BUCKTHORN RD
NORWALK CT 06851
HILDA DENEGRIS RRRI0339 CO 100
4 BUCKTHORN RD
NORWALK CT 06851
JOHN DENIGRIS RRRI0210 CO 200
10 HIGHLAND MEWS
GLEN COVE NY 11542
GLORIA DENIGRIS RRRI0211 CO 200
10 HIGHLAND MEWS
GLEN COVE NY 11542
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 10
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
FRANK DERENZO RRRI0356 CO 100
1515 E TROPICANA #660
LAS VEGAS NV 89119
SANDY DOBRITCH RRRI0358 CO 100
IRENE DODGE RRRI0094 CO 50
P.O. BOX 108
COUNCIL ID 83612
PAT DOUGHERTY RRRI0089 CO 50
2312 ORCHARD ROAD
COUNCIL ID 83612
DENEE DOW RRRI0050 CO 100
910 SADDLEHORN DR
HENDERSON NV 89015
RICHARD DOW RRRI0073 CO 100
910 SADDLEHORN DR
HENDERSON NV 89015
WILLIAM DRISCOLL RRRI0463 CO 100
2301 COLT RD #B
PLANO TX 75075
BOB DRISKELL RRRI0425 CO 100
105 NORTH 12TH
BALLINGER TX 76821
ADAM DUNN RRRI0309 CO 50
855 SEAGULL LANE #A-103
NEWPORT BEACH CA 92663
ANN DUNN RRRI0529 CO 100
252 S LEGETT
ABILENE TX 79605
BRIAN DUNN RRRI0310 CO 50
855 SEAGULL LANE #A-103
NEWPORT BEACH CA 92663
DANNY DUNN RRRI0539 CO 100
2810 IBERIS
ABILENE TX 79606
GREG DUNN RRRI0530 CO 100
920 TERRY TR
WEATHERFORD TX 76086
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 11
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
PAUL DUNN RRRI0308 CO 50
855 SEAGULL LANE #A-103
NEWPORT BEACH CA 92663
DEBORAH D EASTMAN RRRI0019 CO 138,000
232 NORTH JONES
LAS VEGAS NV 89107
MIKE EATON RRRI0384 CO 100
TINA EDWARDS RRRI0182 CO 50
6110 BUFFALO GAP RD
ABILENE TX 79605
RODNEY EGBERT RRRI0542 CO 100
1818 DAYTON
ABILENE TX 79605
KAYLA ELLIS RRRI0420 CO 100
4502 WATAUGA
DALLAS TX 75209
MEAGAN ELLIS RRRI0421 CO 100
4502 WATAUGA
DALLAS TX 75209
BRANDEN T ELTRINGHAM RRRI0393 CO 100
8457 HWY 277 SOUTH
ABILENE TX 79606
WAYNE E ELTRINGHAM RRRI0395 CO 100
6803 HWY 277 NORTH
ABILENE TX 79601
KATHY ELTRINGHAM RRRI0490 CO 100
P.O. BOX 2817
ABILENE TX 79604
NORMA G E ELTRINGHAM RRRI0507 CO 10,000
A C ELY RRRI0451 CO 100
669 MERCURY
GRANDBURY TX 76048
MIKE ERPENNBECK RRRI0104 CO 100
1990 POST OAK BLVD.
HOUSTON TX 77056
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 12
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
MARGARET ERPENBECK RRRI0106 CO 100
25211 SPRING RIDGE DRIVE
SPRING TX 77386
JOHN ERPENBECK RRRI0165 CO 50
1990 POST OAK BLVD
HOUSTON TX 77058
DAVID ERPENBECK RRRI0166 CO 50
1990 POST OAK BLVD
HOUSTON TX 77058
TOM ERPENBECK RRRI0167 CO 50
1990 POST OAK BLVD
HOUSTON TX 77058
BOOKER T EVANS RRRI0359 CO 50
STEVEN G EWING RRRI0504 CO 10,000
JAMIE K FAGG RRRI0011 CO 184,000
1377 LORILYNN AVE #2
LAS VEGAS NV 89119
THOMAS R FAGG RRRI0076 CO 100
1377 LORILYN AVE
#2
LAS VEGAS NV 89119
GLENDA K FARMER RRRI0557 CO 100
1202 PALM ST
ABILENE TX 79602
KEN FEIL RRRI0087 CO 100
P.O. BOX 516
COUNCIL ID 83612
CHRISTOPHER I FELLS RRRI0118 CO 50
2809 ORANGE STREET
ABILENE TX 79601
MATTHEW L FELLS RRRI0130 CO 50
1525 S 9TH STREET
ABILENE TX 79605
MERLE FERGUSON RRRI0361 CO 100
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 13
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
KAREN FERGUSON RRRI0362 CO 100
BEN FERNANDEZ RRRI0360 CO 50
2413 S EASTERN #232
LAS VEGAS NV 89104
JOHN FIKE RRRI0241 CO 100
P.O. BOX 719111
SAN DIEGO CA 92171
THERESA FINELLI RRRI0021 CO 138,000
2142 BLEDOE LANE
LAS VEGAS NV 89115
DEBORAH FORGIE RRRI0458 CO 100
802 9TH ST
BALLINGER TX 76821
CAMERON FORGY RRRI0185 CO 50
802 9TH STREET
BALLINGER TX 76821
MARK FORSYTH RRRI0192 CO 50
765 E N 11TH ST
ABILENE TX 79601
HOWARD FOX RRRI0549 CO 100
5897 FM709
CORSICANA TX 75110
MIKE FRANCIS RRRI0250 CO 100
2951 E 5TH AVE
DURANGO CO 91301
STEVE FREER RRRI0213 CO 100
1740 STANFORD STREET
SANTA MONICA CA 90404
FRENCH FAMILY TRUST RRRI0566 CO 600
P.O. BOX 2116
PAHRUMP NV 89041
LINDA FRICK RRRI0133 CO 50
2026 SANTOS
ABILENE TX 79605
JEROME A FRIED RRRI0320 CO 100
18653 VENTURA BLVD. #344
TARZANA CA 91356
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 14
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
ROBERT J FRIED RRRI0321 CO 100
18653 VENTURA BLVD. #344
TARZANA CA 91356
STEVE FRIED RRRI0214 CO 100
18653 VENTURE BLVD. #344
TARZANA CA 91356
PEARL GAETA RRRI0016 CO 100,375
293 SALEM STREET
MEDFORD MA 02155
CRAIG GARDNER RRRI0080 CO 100
12050 PLUM BROOK DRIVE
HOUSTON TX 77099
RAE GIRARD GARDNER RRRI0017 CO 138,975
P.O. BOX 551D
COUNCIL ID 83612
RON GARDNER RRRI0079 CO 100
805 LOCH LOMOND
ARLINGTON TX 76012
SCOTT GARDNER RRRI0081 CO 100
1306 LONGLAC RD
VIRGINIA BEACH VA 23464
JIMMY GASSIOT RRRI0437 CO 100
1300 S SANTA ANA
COLEMAN TX 76834
CURT GAY RRRI0443 CO 100
13402-A SADDLEBROOK TR.
AUSTIN TX 78729
LISA GAY RRRI0441 CO 100
4033 BLUEBONNET
TUSCOLA TX 79562
PATTIE GIBSON RRRI0126 CO 50
P.O. BOX 142
TUSCOLA TX 79562
STEVE GIBSON RRRI0148 CO 50
P.O. BOX 142
TUSCOLA TX 79562
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 15
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
NETTA GIRARD RRRI0569 CO 100
3153 BEL AIR DR
LAS VEGAS NV 89109
RAYMOND M GIRARD RRRI0568 CO 100
3153 BEL AIR DR
LAS VEGAS NV 89109
CHRISTINE MARIE GLASGOW RRRI0494 CO 100
6465 US HWY 297 S
ANSON TX 79601
CHARLIE GLYNN RRRI0517 CO 100
14 HAWTHORNE ST
WEYMOUTH MA 02188
JOHN GLYNN RRRI0525 CO 100
6 GAGE ST
WORCHESTER MA 01605
PHILLIP GLYNN RRRI0526 CO 100
107 E. ELM AVE
QUINCY MA 02170
HOWARD GOODWIN RRRI0363 CO 100
120 WILDHIRE WAY
LAS VEGAS NV 89107
CODY GOOTEE RRRI0156 CO 50
13936 CR 238
CLYDE TX 79510
CAROL GRAVLEY RRRI0152 CO 50
508 WINTER WOOD DR
GRAPEVINE TX 76051
PAUL GRAVLEY RRRI0107 CO 100
508 WINTER ROAD DRIVE
GRAPEVINE TX 76051
LINDA GRAY RRRI0101 CO 100
1125 KIRKWOOD
ABILENE TX 79603
SAMMY GRAY RRRI0195 CO 50
1434 WOODWARD ST
ABILENE TX 79605
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 16
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:14
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
VANITA GRAY RRRI0193 CO 50
1434 WOODWARD ST
ABILENE TX 79605
E. WAYNE GREEN RRRI0475 CO 100
3310 PEBBLEBROOK DR
TYLER TX 75707
KENNETH L GRIFFIN RRRI0123 CO 50
BOX 72
TYE TX 79563
MONTY D GRIFFIN RRRI0134 CO 50
1710 S 32ND STREET
ABILENE TX 79602
JOSEF GUERBACH RRRI0117 CO 50
10200 E 119TH STREET
MAWVANE CA 87110
ANN GUERBACH RRRI0174 CO 50
10200 EAST 119TH STREET
MAWVANE KS 67110
MICHAEL GUERBACH RRRI0183 CO 50
10200 EAST 119TH STREET
MAWVANE KS 67110
MARY SUSAN GUERBACH RRRI0184 CO 50
10200 EAST 119TH STREET
MAWVANE KS 67110
JEANETRTE GUERIN RRRI0044 CO 50
19536 CELEBRATION
LAS VEGAS NV 89123
TOM GUTHERIE RRRI0351 CO 100
2770 S MARYLAND PKWY #212
LAS VEGAS NV 89109
LARRY HAAS RRRI0364 CO 100
2830 QUEENS COURTYARD
LAS VEGAS NV 89109
LINDA HAAS RRRI0380 CO 50
2830 QUEENS COURTYARD
LAS VEGA NV 89109
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 17
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
DICK HAGOPIAN RRRI0433 CO 100
555 W 28TH STE 101
NORTH VANCOUVER, B.C, CANADA
LINDA HAIGH RRRI0222 CO 50
350 DESERT MEADOW COURT
RENO NV 89502
WAYNE HAIGH RRRI0223 CO 50
350 DESERT MEADOW COURT
RENO NV 89502
CALVIN HALLMARK RRRI0416 CO 100
RURAL RT
BALLINGER TX 76821
CALVIN HALTOM RRRI0404 CO 100
510 CR 505
ABILENE TX 79601
RALPH R HAMILTON RRRI0119 CO 50
310 W CENTRAL AVE #202
WICHITA KS 69202
ANN HAMILTON RRRI0131 CO 50
310 W CENTRAL AVE #202
WICHITA KS 69202
THOMAS HANSCOMB RRRI0228 CO 100
9 ARBORGIEN
IRVINE CA 92604
CHRISTOPHER HARRELL RRRI0263 CO 50
P.O. BOX 922
DURANGO CO 81302
MIKE HARRELL RRRI0251 CO 50
P.O. BOX 922
DURANGO CA 81302
PARKER HARRELL RRRI0264 CO 50
P.O. BOX 922
DURANGO CO 91302
AMANDA HARRIS RRRI0535 CO 100
7612 HIGHMONT
DALLAS TX 75230
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 18
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
NANCY HARRIS RRRI0319 CO 50
18653 VENTURA BLVD. #344
TARZANA CA 91356
SHANNON S HARVEY RRRI0534 CO 100
3883 TURTLE CREEK #318
DALLAS TX 75219
ROCKY HASHIMOTO RRRI0365 CO 100
DAN HENSLEY RRRI0120 CO 50
1443 S NORFOLK AVE
TULSA OK 74120
GARY HERRING RRRI0447 CO 100
2703 4TH ST #6
BROWNWOOD TX 76801
WAYNE HERRMANN RRRI0415 CO 100
C/O BALLINGER COUNTRY CLUB
BALLINGER TX 76821
HOLLY HEWITT RRRI0033 CO 100
7290 CLEARWATER CIRCLE
LAS VEGAS NV 89117
ALEXANDER HEWITT RRRI0034 CO 100
7290 CLEARWATER CIRCLE
LAS VEGAS NV 89117
DIANA C HEWITT RRRI0008 CO 119,950
530 DELVERN LANE
LAS VEGAS NV 89109
JOSEPH B HEWITT, IV RRRI0032 CO 100
10217 ASTI PLACE
LAS VEGAS NV 89134
ALLISON HILL RRRI0518 CO 100
425 MILLER
ABILENE TX 79605
MICHAEL S HINKLE RRRI0388 CO 100
941 MULBERRY
ABILENE TX 79601
TIM HONS RRRI0088 CO 50
3060 FRUITVALE-GLENDALE ROAD
FRUITVALE ID 83620
</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 19
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
JUDITH M HOWERTON RRRI0060 CO 100
3001 CABANA #F185
LAS VEGAS NV 89122
SHAWN P HOWERTON RRRI0074 CO 100
3001 CABANA #F185
LAS VEGAS NV 89122
LEEZA HOYT RRRI0229 CO 100
22750 HAWTHORNE BLVD. #230
TORRANCE CA 90505
BRYAN HUGHES RRRI0103 CO 100
2531 SAWTELLE BLVD. STE 113
LOS ANGELES CA 90064
KIRA CELESTE HUGHES RRRI0142 CO 50
7213 ALVERSTONE AVE
LOS ANGELES CA 90045
PAM HUGHES RRRI0110 CO 100
1000 SOUTHCLACK #403
ABILENE TX 79602
TAMIRA LYN HUGHES RRRI0153 CO 50
7213 ALVERSTONE AVE
LOS ANGELES CA 90045
TREW MORGAN HUGHES RRRI0154 CO 50
7213 ALVERSTONE AVE
LOS ANGELES CA 90045
CRYSTAL HYDE RRRI0132 CO 50
7005 EAGLE BLUFF CT
GRANBURY TX 76049
LYNDA CATHLYN IGO RRRI0533 CO 100
P.O. BOX 775
HAWLEY TX 79525
DALE INESS RRRI0366 CO 50
2568 VIKING ROAD
LAS VEGAS NV 89121
WANITA INESS RRRI0367 CO 50
2568N VIKING ROAD
LAS VEGAS NV 89121
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 20
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
KATHLEEN ISAKSEN RRRI0291 CO 100
2295 WESTWOOD BLVD
LOS ANGELES CA 90064
KARI ISAKSEN RRRI0293 CO 100
2295 WESTWOOD BLVD
LOS ANGELES CA 90064
MOLLY ISAKSEN RRRI0292 CO 100
2295 WESTWOOD BLVD
LOS ANGELES CA 90064
JOHN ISAKSON RRRI0215 CO 100
2295 WESTWOOD BLVD.
LOS ANGELES CA 90064
HARVEY JACKSON RRRI0522 CO 100
P.O. BOX 721
ABILENE TX 79604
PAT A JACKSON RRRI0513 CO 100
333 HAWTHORNE
ABILENE TX 79605
HERB JACOBI RRRI0352 CO 50
8 W 38TH ST 9TH FLOOR
NEW YORK NY 10018
MARIE JACOBI RRRI0353 CO 50
8W 38TH ST 9TH FLOOR
NEW YORK NY 10018
LORING JACOBS RRRI0368 CO 50
2870 MARYLAND PKWY #300
LAS VEGAS NV 89109
MODABER JACOBS RRRI0369 CO 50
2870 MARYLAND PKWY #300
LAS VEGAS NV 89109
KORT D JENSEN RRRI0066 CO 100
1145 BAYTREE DR
GILROY CA 95020
BRUCE JOHN RRRI0397 CO 100
4055 GATWICK CT #1007
FORT WORTH TX 76155
</TABLE>
<PAGE> 28
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 21
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
ANN JOHNSON RRRI0324 CO 100
4249 RUTGERS AVE
LONG BEACH CA 90808
VICKY JOHNSON RRRI0520 CO 100
3333 ELM ST #200
DALLAS TX 75226
EARL JOHNSON RRRI0323 CO 100
4249 RUTGERS AVE
LONG BEACH CA 90808
LOUIS JOHNSON RRRI0561 CO 50
404 E BROADWAY
BALLINGER TX 76821
MILDRED JOHNSON RRRI0408 CO 100
2545 OVER
ABILENE TX 79605
STEVE JOHNSON RRRI0509 CO 100
3878 OAK LAWN AVE #100B-258
DALLAS TX 75219
STAN KADOTA RRRI0413 CO 100
3067 COURTNEY DR
SANTA MARIA CA 93455
JOHN KEEL RRRI0102 CO 100
1735 CHEROKEE DRIVE
LEBANON TN 37087
PEGGY KEEL RRRI0190 CO 50
1733 CHEROKEE DRIVE
LEBANON TN 37087
TODD KEEL RRRI0191 CO 50
1733 CHEROKEE DRIVE
LEBANON TN 37087
WELDON E KEEL RRRI0503 CO 10,000
MODINE KEYS RRRI0553 CO 100
1410 CEDAR ST
ABILENE TX 79601
JERRY KING RRRI0403 CO 100
15207 FLAMINGO DR NORTH
AUSTIN TX 78734
</TABLE>
<PAGE> 29
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 22
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
LEROY KING RRRI0392 CO 100
2157 IVANHOE
ABILENE TX 79605
NICOLE KINZER RRRI0237 CO 100
1708 ROYAL SAINT GEORGE
THOUSAND OAKS CA 91362
PARIS KINZER RRRI0238 CO 100
1708 ROYAL SAINT GEORGE DR
THOUSAND OAKS CA 91362
BOB KIRBY RRRI0149 CO 50
3403 FRANFORD APT #1
LUBBOCK TX 79407
OHIS KIRBY RRRI0136 CO 50
3557 OVER ST
ABILENE TX 79605
RYAN E KLEMM RRRI0265 CO 100
P.O. BOX 33
DURANGO CO 81302
WENDY K KLEMM RRRI0252 CO 100
P.O. BOX 33
DURANGO CA 91302
KARINA KOPATICH RRRI0043 CO 50
9108 JESSY LANE
TUSCON AZ 85742
BARBARA L KRAAYENBRINK RRRI0253 CO 100
1077 OAK DRIVE, DW11
DURANGO CA 81302
DAVID KRUEST RRRI0370 CO 100
3545 CAMINO DEL REY STE. A
SAN DIEGO CA
ROBERT S LAIRD RRRI0405 CO 100
P.O. BOX 263
TUSCOLA TX 79562
WANDA LAIRD RRRI0401 CO 100
542 7TH STREET
TUSCOLA TX 79562
</TABLE>
<PAGE> 30
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 23
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
NANCY LAKEY RRRI0098 CO 50
P.O. BOX 456
COUNCIL ID 83612
BOB LANDRETH RRRI0105 CO 100
4706 N MIDKIFF STE 10
MIDLAND TX 79705
KIM LANDRETH RRRI0186 CO 50
4706 N MEDKIFF #10
MIDLAND TX 79705
KATHLEEN LANDRETH RRRI0187 CO 50
4706 N MEDKIFF #10
MIDLAND TX 79705
COURTNEY LANDRETH RRRI0188 CO 50
4706 N MEDKIFF #10
MIDLAND TX 79705
ELIZABETH LANDRETH RRRI0189 CO 50
4706 N MEDKIFF #10
MIDLAND TX 79705
ROBERT LANGLEY RRRI0306 CO 100
2443 NO NAOMI
BURBANK CA 90272
DICK LARISON RRRI0372 CO 100
129 MOOSE LN
LAS VEGAS NV 89128
SANDY LARISON RRRI0371 CO 100
129 MOOSE LANE
LAS VEGAS NV 89128
NELSON LASSITER RRRI0373 CO 50
2255 #B RENAISSANCE DR
LAS VEGAS NV 89119
KAREN LASSITER RRRI0374 CO 50
2255 #B RENAISSANCE DR
LAS VEGAS NV 89119
HEIDI LATHAM RRRI0266 CO 100
71 JULIAN WAY
WESTMINSTER CO 80030
</TABLE>
<PAGE> 31
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 24
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
DAN LAUGHTER RRRI0418 CO 100
1174 AMARILLO
ABILENE TX 79602
BONNIE LEE RRRI0014 CO 138,000
7809 SAND HARBOR COURT
LAS VEGAS NV 89128
MARINA LEE RRRI0018 CO 178,500
313 SKYWAY
EL PASO TX 79912
SUSAN M LEE JTWROS RRRI0255 CO 100
110-11 QUEENS BLVD #29F
FOREST HILLS NY 11375
WILLIAM L LEE JTWROS RRRI0254 CO 100
110-11 QUEENS BLVD. #29F
FOREST HILLS NY 11375
BARRY LEGG RRRI0469 CO 100
BOX 4
LOWAKE TX 76875
CANDIES LEGG RRRI0500 CO 50
BOX 4
LOWAKE TX 76875
P.J. LEGG RRRI0394 CO 100
635 E PARK AVE
BALLINGER TX 76821
P J LEGG SR RRRI0570 CO 100
NADINE R LEONE RRRI0564 CO 500
6504 RUBY RED
LAS VEGAS NV 89108
GEOFFREY LEVENS RRRI0267 CO 100
3935 C.R. 250
DURANGO CO 81301
NANCY LEWIS RRRI0046 CO 50
1629 CHESTNUT STREET
HENDERSON NV 89015
JOEL LIEBSFELD RRRI0453 CO 100
1977 N.E. 119TH RD
NORTH MIAMI FL 33181
</TABLE>
<PAGE> 32
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 25
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
DIANE L LINDELL RRRI0402 CO 200
3707 100TH ST
LUBBOCK TX 79423
KATHY LINT RRRI0462 CO 100
3706 EDEMONT
MIDLAND TX 79707
LOUIS LINT RRRI0472 CO 100
415 W. WALL ST
MIDLAND TX 79701
CHRISTOPHER LITTON RRRI0206 CO 100
1004 NO. LA JOLLA
LOS ANGELES CA 90046
KRISTI LITTON RRRI0205 CO 100
1004 NO. LA JOLLA
LOS ANGELES CA 90046
GINGER LOPEZ RRRI0296 CO 100
1528 COVERFIELD BLVD. #B
SANTA MONICA CA 90404
LUCILLE LOPEZ RRRI0069 CO 100
P.O. BOX 61315
LAS VEGAS NV 89160
RANDALL D LORENCE RRRI0072 CO 100
5581 FORSYTHE
LAS VEGAS NV 89121
WHITNEY LUND RRRI0375 CO 100
4505 S WASATCH #205
SALT LAKE CITY UT 84124
ROBERT MAC DONALD RRRI0240 CO 100
140 S CHAPARRAL COURT #110
ANAHEIM HILLS CA 92808
DENA MAKOWSKY RRRI0004 CO 68,000
5900 WEST TROPICANA #117
LAS VEGAS NV 89103
LINDA MALINSKI RRRI0268 CO 100
P.O. BOX 475
MONCOS CO 81328
</TABLE>
<PAGE> 33
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 26
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
SCOTT MALINSKY RRRI0256 CO 100
P.O. BOX 475
MANCOS CO 81328
BILL MANN RRRI0342 CO 100
3125 S NELLIS
LAS VEGAS NV 89121
NANCY L MANNING RRRI0270 CO 100
9616 BEAN AVE
BAKERSFIELD CA 93312
PAUL W MANNING RRRI0271 CO 100
9616 BEAN AVE
BAKERSFIELD CA 93312
KEVIN S MANNING RRRI0269 CO 100
8616 BEAN AVE
BAKERSFIELD CA 93312
CONSTANCE MARTIN RRRI0272 CO 100
10515 FORBES AVE
GRANADA HILLS CA 91344
ELYSIA MARTIN RRRI0227 CO 50
140 SOUTH LAKE AVE. #249
PASADENA CA 91101
KATHY MARTIN RRRI0225 CO 50
140 SOUTH LAKE AVE. #249
PASADENA CA 91101
MARGIE MARTIN RRRI0273 CO 50
23444 NICHOLAS AVE
AKRON OH 44305
ROBERT B MARTIN JR RRRI0224 CO 50
140 SOUTH LAKE AVE. #249
PASADENA CA 91101
ROBERT B MARTIN IV RRRI0226 CO 100
140 SOUTH LAKE AVE. #249
PASADENA CA 91101
SHAWN MARTIN RRRI0274 CO 50
10515 FORBES AVE
GRANADA HILLS CA 91344
</TABLE>
<PAGE> 34
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 27
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
DICK MASHERILLA RRRI0376 CO 100
14011 N 83RD AVE
SCOTTSDALE AZ 85260
ALICE MASHERILLA RRRI0377 CO 100
14011 N 83RD AVE
SCOTTSDALE AZ 85260
RANDY MAXWELL RRRI0180 CO 50
1010 LARNED LANE
POTOSI TX 79602
LARRY MAYES RRRI0487 CO 100
1201 HICKORY VALLEY CT
ARLINGTON TX 76006
B H MAYNARD IV RRRI0545 CO 100
2403 93RD ST
LUBBOCK TX 79423
RICK MAY RRRI0029 CO 20,475
18025 POLVERA WAY
RANCHO BERNARDO CA 92128
GREG MCANDREWS RRRI0047 CO 27,700
4143 VIA MARINA #320-8
MARINA DEL REY CA 90292
GEOFFREY A MCANDREWS RRRI0200 CO 100
4143 VIA MARINA #320-8
MARINA DEL REY CA 90292
GREGORY A MCANDREWS RRRI0202 CO 100
4143 VIA MARINE #320-8
MARINA DEL REY CA 90292
BERNARD MCANDREWS RRRI0220 CO 100
7345 BRACKENWOOD DR
INDIANAPOLIS IN 46260
HERBERT MCCABE RRRI0054 CO 100
4664 E PATTERSON
LAS VEGAS NV 89104
SUSIE JO MCCABE RRRI0024 CO 138,000
4664 EAST PATTERSON AVE
LAS VEGAS NV 89104
</TABLE>
<PAGE> 35
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 28
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
LUKE MCCARTHY RRRI0239 CO 100
350 W COLORADO BLVD. #210
PASADENA CA 91105
CODY MCCARTNEY RRRI0146 CO 50
BOX 571
MILES TX 76861
CASEY MCCARTNEY RRRI0147 CO 50
BOX 571
MILES TX 76861
CHELSIE MCCARTNEY RRRI0158 CO 50
BOX 571
MILES TX 76861
JENNIFER MCCARTNEY RRRI0439 CO 200
P.O. BOX 571
MILES TX 76861
JEFF MCMILLEN RRRI0171 CO 50
1733 CHEROKEE DRIVE
LEBANON TN 37087
SUSAN MCCOMAS RRRI0013 CO 161,000
6705 CASTLEMONT AVE
LAS VEGAS NV 89115
CHRISTIE MCFARLAND RRRI0510 CO 100
8547 SAN FERNANDO WAY
DALLAS TX 75218
GENE MCFARLAND RRRI0512 CO 100
8616 GREENSPRINT
DALLAS, TX 75238
CLAIRE MCFARLAND RRRI0560 CO 50
8547 SAN FERNANDO WAY
DALLAS TX 75218
AUDREY MCGINNES RRRI0546 CO 100
1958 FANNIN
ABILENE TX 79603
JOHN MCGRATH RRRI0343 CO 100
MARJORIE MCINTYRE RRRI0386 CO 100
4322 GLENAIRE DR
DALLAS TX 75229
</TABLE>
<PAGE> 36
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 29
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
JOY MCINTYRE RRRI0473 CO 100
2301 COLT RD STE. B
PLANO TX 75075
LAURA MCMILLEN RRRI0172 CO 50
1733 CHEROKEE DRIVE
LEBANON TN 37087
MITRA S MCNALLY RRRI0322 CO 100
18653 VENTURA BLVD. #344
TARZANA CA 91356
JACK MCQUEEN RRRI0449 CO 100
3426 S 11TH ST
ABILENE TX 79605
KATHLEEN MECI RRRI0041 CO 100
2413 COURTLAND AVE
HENDERSON NV 89014
DONALD METCALFE RRRI0538 CO 100
P.O. BOX 447
CLIFTON TX 76634
BILLY JACK MIDDLETON RRRI0414 CO 100
P.O. BOX 672
BALLINGER TX 76821
LAUREL L MILLER RRRI0461 CO 100
1900 COLUMBIA
RICHARDSON TX 75081
MICHAEL MILLER RRRI0460 CO 100
3905 NORTHFIELD
MIDLAND TX 79707
MARY M MILSTEAD RRRI0484 CO 100
4025 STRATFORD
ABILENE TX 79605
LESLIE MITCHELL RRRI0396 CO 100
251 MAIN
ABILENE TX 79605
SHAWNA L MITCHELL RRRI0407 CO 100
3226 PRIMROSE DR
ABILENE TX 79606
</TABLE>
<PAGE> 37
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 30
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
ICY MAE MITCHELL RRRI0498 CO 50
3226 PRIMROSE DR
ABILENE TX 79606
KELSEY LEE MITCHELL RRRI0499 CO 50
3226 PRIMROSE DR
ABILENE YX 79606
STEVE MODRALL RRRI0531 CO 100
2826 REX ALLEN
ABILENE TX 79606
SHEILA MODRALL RRRI0541 CO 100
P.O. BOX 1691
ABILENE TX 79604
KATHRYN MOHONEY RRRI0543 CO 100
1901 AVE G
ANSON TX 79501
THEODORE R MOORE RRRI0470 CO 100
3 JENNIFER CIRCLE
ABILENE TX 79606
TRAVIS MORGAN RRRI0208 CO 100
444 WEST "C" STREET #444
SAN DIEGO CA 92101
WILLIAM MORNEAU RRRI0410 CO 100
7109 FT COLLINS ST
CORPUS CHRISTI TX 78413
KATHY MOSES RRRI0516 CO 100
1455 BUCKINGHAM SQ
RICHARDSON TX 75081
RACHEL MOSES RRRI0411 CO 100
3802 STAR TREK LANE
GARLAND TX 75040
SEAN D MOSES RRRI0524 CO 100
13100 PANDORA DR #108
DALLAS TX 75238
FRANCES MOTES RRRI0519 CO 100
1602 WOODWARD ST
ABILENE TX 79605
</TABLE>
<PAGE> 38
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 31
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
MARILYN MUCCIOLO RRRI0329 CO 50
ONE CROSS LANE
GLEN HEAD NY 11545
JAMES MUCCIOLO RRRI0330 CO 50
ONE CROSS LANE
GLEN HEAD NY 11545
CHRISTINA MUCCIOLO RRRI0331 CO 50
ONE CROSS LANE
GLEN HEAD NY 11545
DANIELLE MUCCIOLO RRRI0332 CO 50
ONE CROSS LANE
GLEN HEAD NY 11545
STEPHEN MUCCIOLO RRRI0333 CO 50
ONE CROSS LANE
GLEN HEAD NY 11545
GERRY MURPHY RRRI0275 CO 100
5652 CAMPO WALK
LONG BEACH CA 90803
MICHAEL MURPHY RRRI0276 CO 100
5652 CAMPO WALK
LONG BEACH CA 90803
LESLEY MYERS RRRI0515 CO 100
1901 AVE G
ABILENE TX 79606
JACK NEAL RRRI0400 CO 100
5290 SHERBROOKE LANE
ABILENE TX 79605
VIVIAN R NEHLS RRRI0007 CO 135,200
3125 SOUTH NELLIS BLVD.
LAS VEGAS NV 89121
STEVE NELSON RRRI0099 CO 50
P.O. BOX 234
COUNCIL ID 83612
MARTHA J NICKEY RRRI0006 CO 161,000
256 ENADIA STREET
HENDERSON NV 89104
</TABLE>
<PAGE> 39
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 32
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
MARILYN NIEBERGALL RRRI0217 CO 100
7819 MYSTIC BAY DRIVE
INDIANAPOLIS IN 46240
LESLIE A NIX RRRI0067 CO 100
3160 E DESERT INN #197
LAS VEGAS NV 89121
GARY NOBIL RRRI0381 CO 50
1700 E DESERT INN #113
LAS VEGAS NV 89109
SANDY NOBIL RRRI0382 CO 50
1700 E DESERT INN #113
LAS VEGAS NV 89109
DIANE ODELL RRRI0233 CO 100
16811 ELGAR AVE
TORRANCE CA 90504
LYNN ODELL RRRI0234 CO 100
16811 ELGAR AVE
TORRANCE CA 90504
ERIC OLSON RRRI0528 CO 100
49 JUSTINE RD
PLYMOUTH MA 02360
PATRICIA OLSON RRRI0508 CO 100
27 HILLCREST RD
EAST WEYMOUTH MA 02189
PAULINE OLSON RRRI0521 CO 100
P.O. BOX 153
COHASSETT MA 02025
DOMINIC ORSATTI RRRI0242 CO 100
2755 E DESERT INN RD #200
LAS VEGAS NV 89121
CUTTER PACK RRRI0177 CO 50
1721 FM 89
ABILENE TX 79606
PHIL PAGE RRRI0423 CO 100
4701 DON JUAN
ABILENE TX 79605
</TABLE>
<PAGE> 40
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 33
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
ALAN PAINTER RRRI0474 CO 100
8306 WILSHIRE BLVD. STE. 764
BEVERLY HILLS CA 90211
GARY PANTON RRRI0289 CO 100
C/O 8432 STELLER DR
CULVER CITY CA 90232
SUSAN PANTON RRRI0290 CO 100
C/O 8432 STELLER DR
CULVER CITY CA 90232
GENE L PARNELL RRRI0124 CO 50
8300 LIPAN HWY
LIPAN TX 76462
KIRBY PARNELL RRRI0125 CO 50
8300 LIPAN HWY
LIPAN TX 76462
MITCHELL PARNELL RRRI0138 CO 50
8300 LIPAN HWY
LIPAN TX 76462
MIKE PARODIS RRRI0085 CO 50
P.O. BOX 348
COUNCIL ID 83612
BILL PATTERSON RRRI0417 CO 100
2660 CREEKSIDE CT
LEWISVILLE TX 76067
ALICE M PAYNE RRRI0036 CO 50
1908 NEW JERSEY AVE
HADDON HEIGHTS NJ 08035
MICHAEL A PAYNE RRRI0037 CO 50
1908 NEW JERSEY AVE
HADDON HEIGHTS NJ 08035
MARGARITA PESTINO RRRI0070 CO 100
PALM #138
LAS VEGAS NV 89104
PILARES OIL & GAS, INC. RRRI0030 CO 3,185,230
BRANSON ORAN PONDER RRRI0155 CO 50
1010 LARNED LANE
POTOSI TX 79602
</TABLE>
<PAGE> 41
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 34
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
PEARCE AVERY PONDER RRRI0144 CO 50
1010 LARNED LANE
POTOSI TX 79602
RUSSELL PONDER RRRI0143 CO 50
1010 LARNED LANE
POTOSI TX 79602
ANDY QUINN RRRI0150 CO 50
1109 SYCAMORE
FT. COLLINS CA 80521
BRYANT QUINN RRRI0497 CO 100
508 WINTER WOOD DR
GRAPEVINE TX 76051
JANICE L QUINN RRRI0565 CO 500
8417 SEA GLENN DR
LAS VEGAS NV 89128
SONYA QUINN RRRI0389 CO 100
2433 WINDSOR RD
ABILENE TX 79605
ARIANNA RALLIS RRRI0316 CO 50
428 HARBORVIEW DR #114
BAINBRIDGE ISLAND CA 98110
BASIL RALLIS RRRI0216 CO 100
911 WESTERN AVE #510
SEATTLE WA 98104
JOHN RALLIS RRRI0317 CO 50
428 HARBORVIEW DR #114
BAINBRIDGE ISLAND CA 98110
PETER RALLIS RRRI0315 CO 50
428 HARBORVIEW DR #114
BAINBRIDGE ISLAND CA 98110
RALLIE RALLIS RRRI0318 CO 50
428 HARBORVIEW DR #114
BAINBRIDGE ISLAND CA 98110
DAVID REES RRRI0235 CO 100
1708 ROYAL SAINT GEORGE DR
THOUSAND OAKS CA 91362
</TABLE>
<PAGE> 42
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 35
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
DEBRA REES RRRI0236 CO 100
1708 ROYAL SAINT GEORGE DR
THOUSAND OAK CA 91362
ROBYN A REFKIN RRRI0020 CO 161,000
161 ENLOE
HENDERSON NV 89014
G. FRED REIFF RRRI0456 CO 100
P.O. BOX 1217
ABILENE TX 79604
PAM K REIFF RRRI0457 CO 100
305 DOVE CREEK RD
CLEBURNE TX 76031
ROBERT E REIFF RRRI0468 CO 100
102 LINDEN DR
PALESTINE TX 75801
KEVIN L REMS RRRI0563 CO 665
797 W RAITREE CT
LOUISVILLE CO
MICHAEL RHODES RRRI0277 CO 100
1075 C.R.J.
DOVE CREEK CO 81324
KIEREN RICE RRRI0304 CO 100
2443 NO. NAOMI
BURBANK CA 91504
RICHARD RICE RRRI0305 CO 100
2443 NO NAOMI
BURBANK CA 91504
DAVID RITTERSBACHER RRRI0086 CO 100
2388 HWY 95
COUNCIL ID 83612
ANGEL RIVERA RRRI0295 CO 100
1528 COVERFIELD BLVD. #B
SANTA MONICA CA 90404
SHELLY RIVERA RRRI0297 CO 100
1528 COVERFIELD BLVD. #B
SANTA MONICA CA 90404
</TABLE>
<PAGE> 43
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 36
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
TERESA ROBINSON RRRI0025 CO 161,000
4210 EAST DESERT INN
LAS VEGAS NV 89121
DANIEL J ROBINSON RRRI0049 CO 100
4210 E DESERT INN RD
LAS VEGAS NV 89121
WENDY ROBINSON RRRI0077 CO 100
1385 S MOAPA VALLEY
OVERTON NV 89040
CATHERINE N ROCHEFORT RRRI0471 CO 100
1813 GUILDFORD
GARLAND TX 75044
JOYCE ROCKER RRRI0038 CO 50
1915 ALPINE
COLORADO SPRINGS CO 80909
KEITH ROLLINS RRRI0061 CO 100
3530 CANYON DR
NORTH LAS VEGAS NV 89030
BLANCA ROMERO RRRI0300 CO 50
12620 WASHINGTON BLVD
LOS ANGELES CA 90066
GILBERT ROMERO RRRI0301 CO 50
12620 WASHINGTON BLVD
LOS ANGELES CA 90066
ROBERT ROMERO RRRI0299 CO 50
12620 WASHINGTON BLVD
LOS ANGELES CA 90066
JACK RUBELT RRRI0084 CO 50
2280 OLD HORNET ROAD
COUNCIL ID 83612
BARBARA RUSSO RRRI0379 CO 100
2428 SABADO STREET
LAS VEGAS NV 89121
SAM RUSSO RRRI0378 CO 100
2428 SABADO ST
LAS VEGAS NV 89121
</TABLE>
<PAGE> 44
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 37
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
RICHARD SAAB RRRI0168 CO 50
9158 HWY 277 SOUTH
ABILENE TX 79606
BETTY L SALAS RRRI0176 CO 50
1325 KIRKWOOD
ABILENE TX 79603
CATHY SALAS RRRI0109 CO 100
926 GRAHAM STREET
ABILENE TX 79603
LESLIE R SALAS RRRI0169 CO 50
5302 CONGRESS
ABILENE TX 37087
MARK A SALAS, JR RRRI0175 CO 50
831 AVENUE E
ANSON TX 79501
CHARLES SANSOM RRRI0435 CO 100
S 1ST AND WILLIS
ABILENE TX 79605
ALLISON SARGENT RRRI0398 CO 100
1109 S PIONEER DR
ABILENE TX 79605
DON SATTERTHWAITE RRRI0100 CO 100
10200 E. 119TH
MULVANE KS 67110
MARK E SATTERTHWAITE RRRI0128 CO 50
159 DONOVAN CT
LONGMONT CO 80501
JACOB SATTERTHWAITE RRRI0129 CO 50
159 DONOVAN CT
LONGMONT CO 80501
LOIS SATTERTHWAITE RRRI0194 CO 50
RT 3 BOX 26
UDALL KS 67146
FRED SATTERTHWAITE RRRI0196 CO 50
RT 3 BOX 26
UDALL KS 67146
</TABLE>
<PAGE> 45
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 38
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
ELLA SATTERTHWAITE RRRI0197 CO 50
159 DONOVAN CT
LONGMONT CO 80501
JANELLE SATTERTHWAITE RRRI0198 CO 50
159 DONOVAN CT
LONGMONT CO 80501
JEAN D SCHMOLZE RRRI0039 CO 50
1250 WILLOW TRAIL
BOSQUE FARMS NM 87068
LARRY SCHULTZ RRRI0514 CO 100
2910 ROBERTSON
ABILENE TX 79606
PATRICK L SCHULTZ RRRI0551 CO 100
4104-A 35TH ST
LUBBOCK TX 79413
PAM SCHULTZ RRRI0555 CO 100
273 CR 287
MERKEL TX 79536
TRACIE SCHULTZ RRRI0523 CO 100
3157 MELINA LANE
ABILENE TX 79603
RAY SCHULZE RRRI0450 CO 100
1200 SCHARBAUER #9
MIDLAND TX
DONNA SCHUMAN RRRI0122 CO 50
P.O. BOX 47
601 N ACCESS RD
TYE TX 79563
ROGER SCHUMAN RRRI0135 CO 50
601 N ACCESS RD
TYE TX 79563
CHERYL SCOTT RRRI0141 CO 50
2628 YAMPARIKA
VERNON TX 76384
KEVIN D SEASE RRRI0064 CO 100
4441 BLUE ROYAL
LAS VEGAS NV 89130
</TABLE>
<PAGE> 46
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 39
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
GAYLAND SEATON RRRI0199 CO 50
545 SOUTH HWY 83/84
ABILENE TX 79606
CHAIM A SEGAL RRRI0562 CO 1,000
4125 WHEATSTONE
LAS VEGAS NV 89129
DANIEL M SHAFFER RRRI0278 CO 100
16620 JOHNSON ROAD
BAKERSFIELD CA 93312
PHIL SIEVERS RRRI0092 CO 50
BOX 37
CASCADE ID 83611
MARCO SILVERSTRE RRRI0298 CO 100
12620 WASHINGTON BLVD.
LOS ANGELES CA 90066
DON SINGH RRRI0078 CO 100
420 N NELLIS #131
LAS VEGAS NV 89110
GERI SINGH RRRI0053 CO 100
4337 VEGAS VALLEY
LAS VEGAS NV 89121
JULEE SINGH RRRI0022 CO 138,000
420 NORTH NELLIS #131
LAS VEGAS NV 89110
KISHAN SINGH RRRI0063 CO 100
4337 VEGAS VALLEY
LAS VEGAS NV 89121
NATHAN SINGH RRRI0071 CO 100
6429 ROSEMOUNT
LAS VEGAS NV 89115
AUDREY SMITH RRRI0040 CO 100
7809 PAPER FLOWER
LAS VEGAS NV 89134
BRIAN SMITH RRRI0327 CO 100
3722 CALLE JAZMIN
CALABASAS PARK CA 91302
</TABLE>
<PAGE> 47
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 40
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
DAVID SMITH RRRI0448 CO 100
4810 COUNTY RD 497
ANSON TX 79501
DILA SMITH RRRI0328 CO 100
3722 CALLE JAZMIN
CALABASAS PARK CA 91302
DONNA SMITH RRRI0325 CO 100
16830 ESCALON DR
ENCINO CA 91436
GAIL SMITH RRRI0459 CO 100
P.O. BOX 3683
ABILENE TX 79604
JAMES SMITH RRRI0452 CO 100
P.O. BOX 266
TYE TX 79563
JENNIFER SMITH RRRI0477 CO 100
2252 5TH AVE
FORT WORTH TX 76110
DR KENNETH SMITH RRRI0406 CO 100
3883 TURTLE CREEK BLVD #1904
DALLAS TX 75219
NOLAN WAYNE SMITH RRRI0501 CO 10,000
RALPH SMITH RRRI0326 CO 100
16830 ESCALON DR
ENCINO CA 91436
DAN SNOW RRRI0385 CO 100
P.O. BOX 1592
NEW YORK NY 10025
CATHY SOUERS RRRI0002 CO 230,000
1004 CORAL ISLE
LAS VEGAS NV 89108
GEORGE SPARKS RRRI0527 CO 100
105 FARADAY ST
HYDE PARK MA 02170
JOHN SPENSER RRRI0383 CO 100
P.O. BOX 90012
LONG BEACH CA 90809
</TABLE>
<PAGE> 48
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 41
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
EDWARD V STAMBRO RRRI0031 CO 13,035
3388 SENECA DR
LAS VEGAS NV 89109
KATHY ST ANDRE RRRI0137 CO 50
7911 WILLOWICK DR
SPRING TX 77389
KATRINA ST ANDRE RRRI0139 CO 50
7911 WILLOWICK DR
SPRING TX 77389
RON STEVENS RRRI0550 CO 100
1509 ELMWOOD DR
ABILENE TX 79605
TERESA STOCKMAN RRRI0552 CO 100
1301 S PIONEER
ABILENE TX 79605
RICK STOCKMAN RRRI0556 CO 100
P.O. BOX 385
ABILENE TX 79604
ROSALIND STROOPE RRRI0547 CO 100
1008 W 11TH ST
CISCO TX 76437
PEARL LEOTA STUCHBERRY RRRI0428 CO 100
511 WAST MALL #709
ETOBICOLE, ONTARIO, CANADA
KIRK SUMMERS RRRI0558 CO 100
1126 S LASALLE
ABILENE TX 79605
VICTORIA L SUMMERS RRRI0113 CO 100
P.O. BOX 6232
ABILENE TX 79608
TIM TOPKINS RRRI0438 CO 100
2557 OVER STREET
ABILENE TX 79605
JANEINE TRASTER RRRI0058 CO 100
3675 SAN ANTONIO
LAS VEGAS NV 89115
</TABLE>
<PAGE> 49
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 42
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
AMY TREMBLY RRRI0279 CO 100
34237 HWY 550 #100
DURANGO CO 81301
BRAD TURNER RRRI0311 CO 100
171 PIER AVE. #449
SANTA MONICA CA 90405
DAVID TURNER RRRI0314 CO 100
171 PIER AVE #449
SANTA MONICA CA 90405
FRED TURNER RRRI0083 CO 50
P.O. BOX C
COUNCIL ID 83612
JULIE TURNER RRRI0313 CO 100
171 PIER AVE #449
SANTA MONICA CA 90405
RICHARD TURNER RRRI0312 CO 100
171 PIER AVE #449
SANTA MONICA CA 90405
MICHAEL D VALCEANU RRRI0201 CO 100
4143 VIA MARINE #320-8
MARINA DEL REY CA 90292
KELLY A VALCEANU RRRI0203 CO 100
4143 VIA MARINE #320-8
MARINA DEL REY CA 90292
JOHN VALCEANU RRRI0204 CO 100
4143 VIA MARINA #320-8
MARINA DEL REY CA 90292
JOHN VANOVER RRRI0412 CO 100
1705 BLUE MOUNTAIN
LAS VEGAS NV 89108
ROBERT L VELEZ RRRI0430 CO 100
902 PEACH
ABILENE TX 79602
LISA VELLEKAMP RRRI0045 CO 50
P.O. BOX 6010
MURFREESBORO TN 37133
</TABLE>
<PAGE> 50
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 43
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
SHEILA VIEHMANN RRRI0218 CO 100
7345 BRACKENWOOD DR
INDIANAPOLIS IN 46260
F JOSEPH VIEHMANN RRRI0219 CO 100
7345 BRACKENWOOD DR
INDIANAPOLIS IN 46260
KRISTIN J VOGELSANG RRRI0280 CO 100
2627 GEORGETOWN ROAD
BALTIMORE MD 21230
MICHAEL VOGELSANG RRRI0281 CO 100
2627 GEORGETOWN ROAD
BALTIMORE MD 21230
GENIE VOGLER RRRI0160 CO 50
1009 PINE
GEORGETOWN TX 78626
MIKE VOGLER RRRI0161 CO 50
1009 PINE
GEORGETOWN TX 78626
AMY WALDEN RRRI0163 CO 50
1429 BREAKER LANE
AUSTIN TX 78758
JC WALDEN RRRI0170 CO 50
116 BLAIR ST
ABILENE TX 37087
KELLI WALDEN RRRI0162 CO 100
1429 BREAKER LANE
AUSTIN TX 78758
MADISON WALDEN RRRI0164 CO 50
1429 BREAKER LANE
AUSTIN TX 78758
GLENDA WALKER RRRI0173 CO 50
4371 PEARL
MARIANNA FL 32448
CHRISTOPHER A WARD RRRI0282 CO 100
17 RASBERRY
DURANGO CO 81301
</TABLE>
<PAGE> 51
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 44
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
KIMBERLY A WARD RRRI0283 CO 100
17 RASBERRY
DURANGO CO 813001
RONI WARREN RRRI0082 CO 50
2215 HACKBERRY DRIVE
COUNCIL ID 83612
KENNETH C WATSON RRRI0062 CO 100
4313 VEGAS VALLEY
LAS VEGAS NV 89121
KIMBER WATSON RRRI0065 CO 100
4313 VEGAS VALLEY
LAS VEGAS NV 89121
ROBIN WEAST RRRI0009 CO 126,800
2104 REAGAN BLVD.
CARROLLTON TX 75006
HOWARD WELLS RRRI0445 CO 100
1934 INDUSTRIAL STE A
ABILENE TX 79602
HEIDI A WELNIAK RRRI0005 CO 115,000
1476 LIVING DESERT DRIVE
#79
LAS VEGAS NV 89119
DAVID WENS RRRI0095 CO 100
926 GRAYS CREEK RD
INDIAN VALLEY ID 83620
JEANINE WHARTON RRRI0114 CO 100
485A FM 2404
ABILENE TX 79603
RICHARD WHARTON RRRI0112 CO 100
1242 N 19TH STREET
ABILENE TX 79601
MIKE WHEELER RRRI0387 CO 100
1699 SOUTH FIRST STREET
ABILENE TX 79602
RUTH ANN WHEELER RRRI0391 CO 100
2534 WOODRIDGE
ABILENE TX 79605
</TABLE>
<PAGE> 52
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 45
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
TAMMY JO WHITMORE RRRI0075 CO 100
1029 EASTRIDGE WAY
LAS VEGAS NV 89110
MARK WHITVER RRRI0446 CO 100
9330 LBJ
ABRAMS BANK BUILDING STE. 900
DALLAS TX 75243
BILLY BOB WILLIAMS RRRI0505 CO 10,000
JAMES A WILSON RRRI0056 CO 100
P.O. BOX 6546
PAHRUMP NV 89041
LIZABETH WILSON RRRI0068 CO 100
4320 GARNET CIRCLE #119
LAS VEGAS NV 89103
MITCH WILSON RRRI0429 CO 100
1334 POPLAR
ABILENE TX 79602
DANE WITHERSPOON RRRI0427 CO 100
973 ADAMS
DENVER CO 80206
DON WITHERSPOON RRRI0434 CO 100
1531 S HWY 121 APT 1511
LEWISVILLE TX 75067
GEOFF WOLF RRRI0285 CO 100
2711 COLORADO AVE
DURANGO CO 81301
HERV WOLFMAN RRRI0284 CO 100
204 AIRLAND DR
PALM SPRINGS CA 92262
MAX WOLVERTON RRRI0424 CO 100
1105 MURRELL AVE
BALLINGER TX 76821
STEVE WORKMAN RRRI0465 CO 100
80 RICHMOND HILL RD STE. 223-4B
STATEN ISLAND NY 10314
RAYMOND B WRIGHT RRRI0464 CO 100
BOX 153
MILES TX 76861
</TABLE>
<PAGE> 53
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 46
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REGISTRATION ACCOUNT NO. TAXPAYER ID SERIES SHARES
- - - ---------------------------------------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
MISTY WRISTEN RRRI0145 CO 50
310 CR 319
ABILENE TX 79605
ALVIN YANTIS RRRI0096 CO 100
2235 MIDDLE FORK ROAD
COUNCIL ID 83612
CHRIS YORK RRRI0479 CO 100
107 W CHERRY
OLNEY TX 76374
DAVID YOST RRRI0090 CO 100
P.O. BOX 159
COUNCIL ID 83612
JOHN YOUNG RRRI0454 CO 100
1108 WEST 39TH AVE
VANCOUVER, B.C.
CANADA, VGM158
MICHAEL YOUNG RRRI0481 CO 100
3005 GLENHAVEN RD
PLANO TX 75023
ZENAC GROUP INC RRRI0567 CO 1,300
1700 E DESERT INN #100
LAS VEGAS NV 89109
JOHN ZENIECOLIS RRRI0111 CO 100
5 MERIGOLD LANE
LAKEVILLE MA 02347
TIM ZINK RRRI0286 CO 100
485 FLORIDA RD #16
DURANGO CO 81301
JEFF ZOLDOS RRRI0221 CO 100
1401 DOVE STREET #350
NEWPORT BEACH CA 92660
</TABLE>
<PAGE> 54
<TABLE>
<CAPTION>
R & R Resources, Inc. SHAREHOLDER LIST PAGE: 47
AS OF 02/20/98 FORM: 10A
DATE: 02/20/98
TIME: 15:39:15
REPORT SELECTION CRITERIA
- - - --------------------------------------------------
<S> <C> <C> <C> <C>
CLASS : Common
SERIES : CO
MIN. SHARES : 1
STATE : All
ENTITY : All
</TABLE>
<TABLE>
<CAPTION>
COMMON SERIES CO SHARES SHAREHOLDERS
---------- ------------
<S> <C> <C>
This Criteria 7,095,230 565
All Other 0 0
---------- ------------
TOTALS 7,095,230 565
</TABLE>
<PAGE> 55
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
As of the date of this filing, the Company had 7,095,230 Common Shares
outstanding (par value $0.001).
The Company's Articles of Incorporation are contained in Exhibit "I",
which authorizes the issuance of up to 50,000,000 shares of the
Company's Common stock at a par value of $0.001. Holders of shares of
the Common Stock are entitled to one vote for each share on all matters
to be voted on by the Stockholders. Holders of shares of Common Stock
have no cumulative voting rights. Holders of shares of Common Stock are
entitled to share readily in dividends, if any, as may be declared from
time to time by the Board of Directors in its discretion, from funds
legally available.
In the event of liquidation, dissolution or winding up of the Company,
the Holders of shares of Common Stock are entitled to share "pro rata"
in all assets remaining after payment in full of all liabilities.
Holders of Common Stock have no preemptive rights to purchase the
Company's Common Stock. All of the outstanding shares of Common Stock
are fully paid and non-assessable.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of the Company provide for indemnification
of the Company's Officers and Directors for liabilities arising due to
certain acts performed on behalf of the Company. Insofar as
indemnification for liabilities arising under the Securities Act of 1934
may be imputed to the Directors, Officers of persons controlling the
Company (of which there are none at the date of this filing), the
Company understands that it is the position of the Securities and
Exchange Commission, that such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.
<PAGE> 56
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
13-a. Annual Audited Financial Statement of R&R Resources, Inc. is
contained in Exhibit "A".
13-b. Audited Financial Statement of the Predecessor Company - Greyhawk
Stained Glass, Inc. - from inception to August 15, 1997 is
contained in Exhibit "D".
13-c. It is the Company's understanding that this filing is being made
in less than 135 days after the Company's audit for December 31,
1997; and that in such case the Securities and Exchange
Commission does not require a reviewed or audited interim
financial statement. Since that audit, the Company has reviewed
proposals, but not taken any action that would be considered a
material event. The Company's well operations are operating in a
similar manner as last reported for the December 31, 1997 audit.
13-d. Audited Financial Statements of Paint Rock, Inc. for the year
ended August 31, 1997 is contained in Exhibit "L".
ITEM 14. CHANGES IN AND DISAGREMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
15-a. Audited Financial Statements for Paint Rock Energy, Inc., year
ended August 31, 1997; Exhibit "L".
15-b. Audited Financial Statements for R&R Resources, Inc., from
inception to December 31, 1997; Exhibit "A".
15-c. Audited Financial Statements for Greyhawk Stained Glass, Inc.,
from inception to August 15, 1997; Exhibit "D".
15-d. Articles of Incorporation; Exhibit "I".
15-e. Articles of Amendments; Exhibit "J".
15-f. By-laws; Exhibit "K".
<PAGE> 57
LIST OF EXHIBITS:
"A" R&R Resources, Inc. audit, December 31, 1997
"B" Form "D" for Greyhawk Exempt Offering of Common Stock
"C" Original Prospectus for Offering of Greyhawk Common Stock
"D" Greyhawk audit, August 15, 1997
"E" Summary of Appraisals
"F" Agreement between R&R Resources, Inc. and Pilares Oil and Gas, Inc.
"G" Special Meeting of November 21, 1997 regarding Agreement between R&R
Resources, Inc. and Pilares Oil and Gas, Inc.
"H" Historical Stock Quotes
"I" Articles of Incorporation
"J" Articles of Amendments
"K" By-Laws
"L" Paint Rock, Inc. audit, August 31, 1997
<PAGE> 58
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
R&R Resources, Inc.
By: /S/ WILLIAM D. BATTS
--------------------------
DATE: February 23, 1998 William D. Batts
President and Director
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ WILLIAM D. BATTS President/Director February 23, 1998
- - - ------------------------------
William D. Batts
/S/ NORMA G.E. ELTRINGHAM Secretary/Treasurer/ February 25, 1998
- - - ------------------------------ Director
Norma G.E. Eltringham
/S/ THOMAS PHILLIP (Phil) Page Director February 26, 1998
- - - ------------------------------
Thomas Phillip (Phil) Page
/S/ STEPHEN EWING Director February 23, 1998
- - - ------------------------------
Stephen Ewing
/S/ WELDON E. KEEL Director February 20, 1998
- - - ------------------------------
Weldon E. Keel
/S/ WAYNE SMITH Director February 20, 1998
- - - ------------------------------
Wayne Smith
/S/ BILLY BOB WILLIAMS Director February 21, 1998
- - - ------------------------------
Billy Bob Williams
</TABLE>
<PAGE> 1
EXHIBIT A
R & R RESOURCES, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1997
<PAGE> 2
R & R RESOURCES, INC.
DECEMBER 31, 1997
CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditor's Report 1
Financial Statements
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders, Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-8
</TABLE>
<PAGE> 3
Member American Institute Member Nevada Society
of Certified Public Accountants of Certified Public Accountants
KURT D. SALIGER, C.P.A.
Certified Public Accountant
INDEPENDENT AUDITOR'S REPORT
Board of Directors
R & R Resources, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of R & R Resources, Inc.
(a development stage company), as of December 31, 1997, and the related
statements of operations, stockholders' equity and cash flows for the period
from inception (June 10, 1997) to December 31, 1997. These financial statements
are the responsibility of, the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit in accordance
with standards established by the American Institute of Certified Public
Accountants.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of R & R Resources,
Inc. as of December 31, 1997 and the results of their operations and their cash
flows for the period from inception (June 10, 1997) to December 31, 1997 in
conformity with generally accepted accounting principles.
As more fully explained in Note 2, the accompanying balance sheet
includes oil & gas properties stated at $20,703,908. The ultimate recovery of
such amount is dependent on the success of future development of the properties
and the Company's ability to complete the development.
Kurt D. Saliger C.P.A.
January 12, 1998
2950 So. Rainbow Blvd., Suite 260, Las Vegas, Nevada 89102
Phone: (702) 367-1988 Fax: (702) 365-6099
<PAGE> 4
R & R RESOURCES, INC.
A Development Stage Company
BALANCE SHEET
December 31, 1997
ASSETS
<TABLE>
<CAPTION>
CURRENT ASSETS
<S> <C>
Cash $ 812
Accounts Receivable $ 6,600
Oil & Gas Properties (Note 2) $ 20,703,908
------------
TOTAL CURRENT ASSETS $ 20,711,320
------------
TOTAL ASSETS $ 20,711,320
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 0
------------
TOTAL CURRENT LIABILITIES $ 0
LONG-TERM DEBT $ 0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value authorized 50,000,000
shares issued and outstanding at December 31, 1997
7,095,230 shares $ 7,095
Additional Paid In Capital $ 20,716,813
Deficit Accumulated During Development Stage $ (12,588)
------------
TOTAL STOCKHOLDERS' EQUITY $ 20,711,320
------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 20,711,320
============
</TABLE>
See accompanying notes to financial statements.
-2-
<PAGE> 5
R & R RESOURCES, INC.
A Development Stage Company
STATEMENT OF OPERATIONS
June 10, 1997 (Inception) to December 31, 1997
INCOME
Revenue $ 0
-----------
TOTAL INCOME $ 0
EXPENSES
General and Administrative $ 12,588
-----------
TOTAL EXPENSES $ 12,588
NET PROFIT (LOSS) $ (12,588)
===========
NET PROFIT (LOSS) PER SHARE $ (0.0018)
===========
AVERAGE NUMBER OF SHARES OF COMMON
STOCK OUTSTANDING 7,095,230
===========
See accompanying notes to financial statements.
-3-
<PAGE> 6
R & R RESOURCES, INC.
A Development Stage Company
STATEMENT OF STOCKHOLDERS' EQUITY
December 31, 1997
<TABLE>
<CAPTION>
Common Stock (Deficit)
------------------------------ Accumulated
Number Additional During
of Paid In Development
Shares Amount Capital Stage
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Issued for cash June 10, 1997 10,000 $ 10 $ 4,990
Issued for cash August 15, 1997 75,000 $ 75 $ 14,925
October 10, 1997 forward stock
split 40:1 3,315,000 $ 3,315
November 12, 1997 forward stock
split 1.15:1 510,000 $ 510
November 21, 1997 stock issued to
Pilares Oil & Gas, Inc. in exchange
for 300,000 shares (100%) of common
stock in Paint Rock Energy, Inc. 3,185,230 $ 3,185 $20,696,898
(Net Loss) June 10, 1997 (Inception)
to December 31, 1997 $ (12,588)
----------- ----------- ----------- -----------
Balance December 31, 1997 7,095,230 $ 7,095 $20,716,813 $ (12,588)
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
-4-
<PAGE> 7
R & R RESOURCES, INC.
A Development Stage Company
STATEMENT OF CASE FLOWS
June 10, 1997 (Inception) to December 31, 1997
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C>
(Net Loss) $(12,588)
(Increase) in accounts receivable $ (6,600)
--------
Net Cash (Used) In
Operating Activity $(19,188)
CASH FLOWS FROM INVESTING ACTIVITIES
Issuance of common stock for cash $ 20,000
--------
Net increase in cash $ 812
Cash, June 10, 1997 $ 0
--------
Cash, December 31, 1997 $ 812
</TABLE>
See accompanying notes to financial statements.
-5-
<PAGE> 8
R & R RESOURCES, INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
NOTE 1 - ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was organized June 10, 1997 under the laws of the State of
Nevada, as Greyhawk Stained Glass, Inc. (the "Company"). The Company is
primarily a development stage company in accordance with SFAS #7, and has one
producing gas well as of November 21, 1997. Planned operations of the Company
include the exploration and production of oil and gas in Texas.
On June 10, 1997, the Company issued 10,000 shares of its $.001 par
value company stock for $5,000. On August 15, 1997, the Company successfully
completed an offering of its common stock under Regulation D, Rule 504 for
75,000 common shares of stock at $0.20 per share for $15,000.
On October 10, 1997, the Board of Directors approved a forward stock
split of 40:1, increasing the number of common shares outstanding from 85,000
common shares to 3,400,000 common shares outstanding.
On November 12, 1997, the Board of Directors approved a forward stock
split of 1.15:1, increasing the number of common shares outstanding from
3,400,000 common shares to 3,910,000 common shares outstanding. Also on this
date the Board of Directors approved a name change of the Company to R & R
Resources, Inc. Its OTC Electronic Bulletin Board symbols were changed to RRRI
and a new Cusip number was assigned.
On November 21, 1997, at a special meeting of the Board of Directors and
Stockholders, a resolution was passed that 3,185,320 shares of restricted common
stock be issued to Pilares Oil & Gas, Inc., a Texas corporation in exchange for
300,000 shares (100%) of common stock in Paint Rock Energy, Inc. The exchange of
stock is to be treated as a Type "B" reorganization in compliance with the
requirements of Section 368 of the Internal Revenue Code of 1954, as amended.
-6-
<PAGE> 9
R & R RESOURCES, INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
NOTE 1 - ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
On December 15, 1997, at a special meeting of the Stockholders, the
agreement with Pilares Oil & Gas Co. dated November 21, 1997 was ratified. Also
on that date a resolution was passed to value the 3,185,230 shares of stock
issued to Pilares Oil & Gas Co. at the bid price of $6.50 per share as shown on
the OTC Electronic Bulletin Board market or $20,703,995.
The Company uses the successful efforts method of accounting for oil and
gas producing activities. Costs to acquire mineral interests in oil and gas
properties, to drill and equip exploratory wells that find proved reserves, and
to drill and equip development wells are capitalized. Costs to drill exploratory
wells that do not find proved reserves, geological and geophysical costs, and
costs of carrying and retaining unproved properties are expensed.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Significant estimates include the valuation of proved undeveloped
reserves and proved developed reserves related to the oil and gas properties.
The oil and gas properties constitute almost 100% of total assets at November
21, 1997. The ultimate recovery of proved undeveloped reserves is dependent on
the success of future development of the properties and in the Company's ability
to complete the development.
NOTE 2 - OIL AND GAS PROPERTIES
On November 21, 1997, the Company issued 3,185,320 shares of restricted
common stock in exchange for an assignment of an oil, gas and mineral lease from
Paint Rock Energy, Inc. The lease consists of approximately 1,280 acres and is
located in Pecos and Concho Counties,
-7-
<PAGE> 10
R & R RESOURCES, INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
NOTE 2 - OIL AND GAS PROPERTIES (CONTINUED)
The oil and gas property has been appraised by Nova Petroleum Resource
Company, Certified Petroleum Geologists and Registered Professional Engineers,
in the Summary of Reserves and Valuation dated August 13, 1997. The report
appraised the 1,280 acres described above. This appraisal classified the
petroleum as proved undeveloped reserves, and proved developed reserves and
supports the following valuation of the acres:
<TABLE>
<CAPTION>
Net Net Present Value Net Present Value
Oil Net Gas @ 0% Discount @ 10% Discount
(Bbls) (MCF) $ USD $ USD
------- -------- --------------- ----------------
<S> <C> <C> <C> <C>
Undeveloped 0 32,537,695 $52,050,130 $20,545,724
Developed 0 308,200 $ 334,052 $ 158,184
-----------
$20,703,908
===========
</TABLE>
The net present value of the oil and gas reserves is based on estimates
of future cash inflows and cash outflows over thirty (30) years. The cash
outflows include direct and indirect production costs. In addition, future cash
outflows include severance taxes and ad valorem taxes but not income taxes. A
definition of proved undeveloped reserves is presented in the Nova Petroleum
Resource Company Report:
Undeveloped- Reserves that are recoverable from additional wells yet to
be drilled.
Undeveloped reserves are those considered proved for production by
reasonable geological interpretation of adequate subsurface control in
reservoirs that are producing or proved by other wells but are not
recoverable from existing wells. This classification of reserves
requires drilling of additional wells, major deepening of existing
wells, or installation of enhanced recovery or other facilities.
-8-
<PAGE> 1
EXHIBIT B
--------------------------
OMB APPROVAL
UNITED STATES --------------------------
SECURITIES AND EXCHANGE COMMISSION OMB Number 3235-0078
Washington, D.C. 20549 Expires: March 31, 1991
Estimated average burden
FORM D hours per response...16.00
NOTICE OF SALE OF SECURITIES --------------------------
PURSUANT TO REGULATION D,
SECTION 4(6), AND/OR --------------------------
UNIFORM LIMITED OFFERING EXEMPTION SEC USE ONLY
--------------------------
Prefix Serial
--------------------------
DATE RECEIVED
--------------------------
<TABLE>
<CAPTION>
- - - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- - - -----------------------------------------------------------------------------------------------------------------------------------
Name of Offering ([ ] check if this is an amendment and name has changed, and indicate change)
Greyhawk Stained Glass, Inc.
- - - -----------------------------------------------------------------------------------------------------------------------------------
Filing Under (Check box(es) that apply): [X] Rule 504 [ ] Rule 505 [ ] Rule 506 [ ] Section 4(6) [ ] ULOE
Type of Filing [X] New Filing [ ] Amendment
- - - -----------------------------------------------------------------------------------------------------------------------------------
A. BASIC IDENTIFICATION DATE
- - - -----------------------------------------------------------------------------------------------------------------------------------
1. Enter the information requested about the issuer
- - - -----------------------------------------------------------------------------------------------------------------------------------
Name of Issuer ([ ] check if this is an amendment and name has changed, and indicate change.)
Greyhawk Stained Glass, Inc.
- - - -----------------------------------------------------------------------------------------------------------------------------------
Address of Executive Offices (Number and Street, City, State, Zip Code) Telephone Number (including Area Code)
9072 Quarrystone Las Vegas, NV 89123 (702) 896-3428
- - - -----------------------------------------------------------------------------------------------------------------------------------
Address of Principal Business Operations (Number and Street, City, State, Zip Code) Telephone Number (including Area Code)
(if different from Executive Offices)
- - - -----------------------------------------------------------------------------------------------------------------------------------
Brief Description of Business
The business sells and installs customized stained glass work.
It also repairs broken pieces.
- - - -----------------------------------------------------------------------------------------------------------------------------------
Type of Business Organization
[X] corporation [ ] limited partnership, already formed [ ] other (please specify):
[ ] business trust [ ] limited partnership, to be formed
- - - -----------------------------------------------------------------------------------------------------------------------------------
Actual or Estimated Date of Incorporation or Organization [06] [97] [X] Actual [ ] [ ] Estimated
Jurisdiction of Incorporation or Organization: (Enter two-letter U.S. Postal Service abbreviation for State:
CN for Canada: FN for other foreign jurisdiction) [N][V]
- - - -----------------------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
GENERAL INSTRUCTIONS
Federal:
Who Must File: All issuers making an offering of securities in reliance on an
exemption under Regulation D or Section 4(6), 17 CFR 230.501 et seq. or 15
U.S.C. 77d(6).
When To File: A notice must be filed no later than 15 days after the first sale
of securities in the offering. A notice is deemed filed with the U.S. Securities
and Exchange Commission (SEC) on the earlier of the date it is received by the
SEC at the address given below or, if received at that address after the date on
which it is due, on the date it was mailed by United States registered or
certified mail to that address.
Where to file: U.S. Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
Copies Required: Five(5) copies of this notice must be filed with the SEC, one
of which must be manually signed. Any copies not manually signed must be
photocopies of the manually signed copy or bear typed or printed signatures.
Information Required: A new filing must contain all information requested.
Amendments need only report the name of the issuer and offering, any changes
thereto, the information requested in Part C, and any material changes from the
information previously supplied in Parts A and B. Part E and the Appendix need
not be filed with the SEC.
Filing Fee: There is no federal filing fee.
State:
This notice shall be used to indicate reliance on the Uniform Limited Offering
Exemption (ULOE) for sales of securities in those states that have adopted ULOE
and that have adopted this form. Issuers relying on ULOE must file a separate
notice with the Securities Administrator in each state where sales are to be,
or have been made. If a state requires the payment of a fee as a precondition to
the claim for the exemption, a fee in the proper amount shall accompany this
form. This notice shall be filed in the appropriate states in accordance with
state law. The Appendix to the notice constitutes a part of this notice and must
be completed.
ATTENTION
FAILURE TO FILE NOTICE IN THE APPROPRIATE STATES WILL NOT RESULT IN A LOSS OF
THE FEDERAL EXEMPTION. CONVERSELY, FAILURE TO FILE THE APPROPRIATE FEDERAL
NOTICE WILL NOT RESULT IN A LOSS OF AN AVAILABLE STATE EXEMPTION UNLESS SUCH
EXEMPTION IS PREDICATED ON THE FILING OF A FEDERAL NOTICE.
SEC 1972 (2-89) 1 of 8
<PAGE> 2
<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------------------------------------
A. BASIC IDENTIFICATION DATA
- - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
2. Enter the information requested for the following:
o Each promoter of the issuer, if the issuer has been organized within the past five years;
o Each beneficial owner having the power to vote or dispose, or direct the vote or disposition of, 10% or more of a class of
equity securities of the issuer;
o Each executive officer and director of corporate issuers and of corporate general and managing partners of partnership
issuers; and
o Each general and managing partner of partnership issuers.
- - - ------------------------------------------------------------------------------------------------------------------------------------
Check Box(es) that Apply: / / Promoter / / Beneficial Owner /x/ Executive Officer /x/ Director / /General and/or
Managing Partner
- - - ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
Baldino, Shannon
- - - ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
9072 Quarrystone Way, Las Vegas, NV 89123
- - - ------------------------------------------------------------------------------------------------------------------------------------
Check Box(es) that Apply: / / Promoter / / Beneficial Owner /x/ Executive Officer /x/ Director / /General and/or
Managing Partner
- - - ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
Souers, Cathy
- - - ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
1004 Coral Isle Way, Las Vegas, NV 89108
- - - ------------------------------------------------------------------------------------------------------------------------------------
Check Box(es) that Apply: / / Promoter / / Beneficial Owner / / Executive Officer / / Director / /General and/or
Managing Partner
- - - ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Check Box(es) that Apply: / / Promoter / / Beneficial Owner / / Executive Officer / / Director / /General and/or
Managing Partner
- - - ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Check Box(es) that Apply: / / Promoter / / Beneficial Owner / / Executive Officer / / Director / /General and/or
Managing Partner
- - - ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Check Box(es) that Apply: / / Promoter / / Beneficial Owner / / Executive Officer / / Director / /General and/or
Managing Partner
- - - ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Check Box(es) that Apply: / / Promoter / / Beneficial Owner / / Executive Officer / / Director / /General and/or
Managing Partner
- - - ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- - - ------------------------------------------------------------------------------------------------------------------------------------
(Use blank sheet, or copy and use additional copies of this sheet, as necessary.)
</TABLE>
2 of 8
<PAGE> 3
- - - --------------------------------------------------------------------------------
INFORMATION ABOUT OFFERING
- - - --------------------------------------------------------------------------------
1. Has the issuer sold, or does the issuer intend to sell, to Yes No
non-accredited investors in this offering? ........................ [X] [ ]
Answer also in Appendix, Column 2, if filing under ULOE.
2. What is the minimum investment that will be accepted from
any individual? ................................................... $500
Yes No
3. Does the offering permit joint ownership of a single unit? ........ [ ] [X]
4. Enter the information requested for each person who has been
or will be paid or given, directly or indirectly, any
commission or similar remuneration for solicitation of purchasers
in connection with sales of securities in the offering. If a
person to be listed is an associated person or agent of a broker
or dealer registered with the SEC and/or with a state or states,
list the name of the broker or dealer. If more than five (5)
persons to be listed are associated persons of such a broker or
dealer, you may set forth the information for that broker or
dealer only.
- - - --------------------------------------------------------------------------------
Full Name (Last name first, if individual)
- - - --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- - - --------------------------------------------------------------------------------
Name of Associated Broker or Dealer
- - - --------------------------------------------------------------------------------
States in Which Person Listed Has Solicited or Intends
to Solicit Purchasers
(Check "All States" or check individual States) .............. [ ] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WI] [WY] [PR]
- - - --------------------------------------------------------------------------------
Full Name (Last name first, if individual)
- - - --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- - - --------------------------------------------------------------------------------
Name of Associated Broker or Dealer
- - - --------------------------------------------------------------------------------
States in Which Person Listed Has Solicited or Intends
to Solicit Purchasers
(Check "All States" or check individual States) .............. [ ] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WI] [WY] [PR]
- - - --------------------------------------------------------------------------------
Full Name (Last name first, if individual)
- - - --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- - - --------------------------------------------------------------------------------
Name of Associated Broker or Dealer
- - - --------------------------------------------------------------------------------
States in Which Person Listed Has Solicited or Intends
to Solicit Purchasers
(Check "All States" or check individual States) .............. [ ] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WI] [WY] [PR]
- - - --------------------------------------------------------------------------------
(Use blank sheet, or copy and use additional copies of this sheet,
as necessary.)
3 of 8
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C> <C>
- - - -------------------------------------------------------------------------------------
C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
- - - -------------------------------------------------------------------------------------
1. Enter the aggregate offering price of securities included in this
offering and the total amount already sold. Enter "0" if answer
is "none" or "zero." If the transaction is an exchange offering,
check this box [ ] and indicate in the columns below the amounts
of the securities offered for exchange and already exchanged.
Aggregate Amount
Offering Already
Price Sold
Type of Security
Debt.................................................... $ $
--------- ---------
Equity.................................................. $ 15,000 $ 15,000
--------- ---------
[ ] Common [ ] Preferred
Convertible Securities (including warrants)............. $ $
--------- ---------
Partnership Interests................................... $ $
--------- ---------
Other (Specify__________________)....................... $ $
--------- ---------
Total............................................. $ 15,000 $ 15,000
--------- ---------
</TABLE>
Answer also in Appendix, Column 3, if filing
under ULOE.
2. Enter the number of accredited and non-accredited investor who
have purchased securities in this offering and the aggregate
dollar amounts of their purchases. For offerings under Rule 504,
indicate the number of persons who have purchased securities and
the aggregate dollar amount of their purchases on the total
lines. Enter "0" if answer is "none" or "zero."
<TABLE>
<CAPTION>
Aggregate
Dollar
Number Amount of
Investors Purchases
<S> <C> <C>
Accredited Investors.................................... $
--------- ---------
Non-accredited Investors................................ 23 $ 15,000
--------- ---------
Total (for filings under Rule 504 only).......... 23 $ 15,000
--------- ---------
</TABLE>
Answer also in Appendex, Column 4, if
filing under ULOE.
3. If this filing is for an offering under Rule 504 or 505, enter
the information requested for all securities sold by the issuer,
to date, in oferings of the types indicated, in the twelve (12)
months prior to the first sale of securities in this offering.
Classify securities by type listed in Part C - Question 1.
<TABLE>
<CAPTION>
Dollar
Type of Amount
Security Sold
<S> <C> <C>
Type of offering
Rule 505................................................ $
--------- ---------
Regulation A............................................ $
--------- ---------
Rule 504................................................ common equity $ 15,000
--------- ---------
Total........................................... $
--------- ---------
</TABLE>
4. a. Furnish a statement of all expenses in connection with the
issuance and distribution of the securities in this offering.
Exclude amounts relating solely to organization expenses of the
issuer. The information may be given as subject to future
contingencies. If the amount of an expenditure is not known,
furnish an estimate and check the box to the left of the
estimate.
<TABLE>
<S> <C> <C>
Transfer Agent's Fees......................................... [ ] $ 500
---------
Printing and Engraving Costs.................................. [ ] $
---------
Legal Fees.................................................... [ ] $ 500
---------
Accounting Fees............................................... [ ] $ 500
---------
Engineering Fees.............................................. [ ] $
---------
Sales Commissions (specify finders' fees separately).......... [ ] $
---------
Other Expenses (identify)________________Escrow fee........... [ ] $ 500
---------
Total................................................... [ ] $ 2000
---------
</TABLE>
4 of 8
<PAGE> 5
- - - --------------------------------------------------------------------------------
C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
- - - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
b. Enter the difference between the aggregate offering price given in
response to Part C - Question 1 and total expenses furnished in response to
Part C - Question 4.a. This difference is the "adjusted gross proceeds to the
issuer."..................................................................... $13,000
-------
5. Indicate below the amount of the adjusted gross proceeds to the issuer used
or proposed to be used for each of the purposes shown. If the amount for any
purpose is not known, furnish an estimate and check the box to the left of
the estimate. The total of the payments listed must equal the adjusted gross
proceeds to the issuer set forth in response to Part C - Question 4.b above.
</TABLE>
<TABLE>
<CAPTION>
Payments to
Officers,
Directors, & Payments to
Affiliates Others
------------ -----------
<S> <C> <C>
Salaries and fees......................................................... [ ] $ $ 2,000
__________ __________
Purchase of real estate................................................... [ ] $__________ $__________
Purchase, rental or leasing and installation of machinery and equipment... [ ] $__________ $__________
Construction or leasing of plant buildings and facilities................. [ ] $__________ $__________
Acquisition of other businesses (including the value of securities
involved in this offering that may be used in exchange for the assets
or securities of another issuer pursuant to a merger)..................... [ ] $__________ $__________
Repayment of indebtedness................................................. [ ] $__________ $__________
Working capital in bank ($13,000)......................................... [ ] $__________ $__________
Other (specify): _________________________________________________________ [ ] $__________ $__________
__________________________________________________________________________
_____________________________________________________________............. [ ] $__________ $__________
Column Totals............................................................. [ ] $__________ $__________
Total Payments Listed (column totals added)............................... [ ] $2000
----------
</TABLE>
- - - --------------------------------------------------------------------------------
D. FEDERAL SIGNATURE
- - - --------------------------------------------------------------------------------
The issuer has duly caused this notice to be signed by the undersigned duly
authorized person. If this notice is filed under Rule 505, the following
signature constitutes an undertaking by the issuer to furnish to the U.S.
Securities and Exchange Commission, upon written request of its staff, the
information furnished by the issuer to any non-accredited investor pursuant to
paragraph (b)(2) of Rule 502.
- - - --------------------------------------------------------------------------------
Issuer (Print or Type) Signature Date
Greyhawk Stained Glass, Inc. /s/ CATHY SOUERS 8-15-97
- - - --------------------------------------------------------------------------------
Name of Signer (Print or Type) Title of Signer (Print or Type)
Cathy Souers Secretary
- - - --------------------------------------------------------------------------------
- - - ---------------------------------- ATTENTION -----------------------------------
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS. (SEE 18 U.S.C. 1001.)
- - - --------------------------------------------------------------------------------
5 of 8
<PAGE> 6
<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------------------------------------
E. STATE SIGNATURE
- - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. Is any party described in 17 CFR 230.252(c), (d), (e) or (f) presently subject to any of the disqualification Yes No
provisions of such rule?.................................................................................... / / /x/
2. The undersigned issuer hereby undertakes to furnish to any state administrator of any state in which this notice is filed, a
notice on Form D (17 CFR 239.500) at such times as required by state law.
3. The undersigned issuer represents that the issuer is familiar with the conditions that must be satisfied to be entitled to the
Uniform Limited Offering Exemption (ULOE) of the state in which this notice is filed and understands that the issuer claiming
the availability of this exemption has the burden of establishing that these conditions have been satisfied.
The issuer has read this notification and knows the contents to be true and has duly caused this notice to be signed on its behalf
by the undersigned duly authorized person.
- - - ------------------------------------------------------------------------------------------------------------------------------------
Issuer (Print or Type) Signature Date
Greyhawk Stained Glass, Inc. /s/ Cathy Souers 8-15-97
- - - ------------------------------------------------------------------------------------------------------------------------------------
Name (Print or Type) Title (Print or Type)
Cathy Souers Secretary
- - - ------------------------------------------------------------------------------------------------------------------------------------
Instruction:
Print the name and title of the signing representative under his signature for the state portion of this form. One copy of every
notice on Form D must be manually signed. Any copies not manually signed must be photocopies of the manually signed copy or bear
typed or printed signatures.
6 of 8
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------------------------------------
APPENDIX
- - - ------------------------------------------------------------------------------------------------------------------------------------
1 2 3 4 5
<S> <C> <C> <C> <C>
Disqualification
Type of security under State ULOE
Intend to sell and aggregate (if yes, attach
to non-accredited offering price Type of investor and explanation of
investors in State offered in state amount purchased in State waiver granted)
(Part B-Item 1) (Part C-Item 1) (Part C-Item 2) (Part E-Item 1)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Number of Number of
Accredited Non-Accredited
State Yes No Investors Amount Investors Amount Yes No
- - - ------------------------------------------------------------------------------------------------------------------------------------
AL
- - - ------------------------------------------------------------------------------------------------------------------------------------
AK
- - - ------------------------------------------------------------------------------------------------------------------------------------
AZ
- - - ------------------------------------------------------------------------------------------------------------------------------------
AR
- - - ------------------------------------------------------------------------------------------------------------------------------------
CA
- - - ------------------------------------------------------------------------------------------------------------------------------------
CO
- - - ------------------------------------------------------------------------------------------------------------------------------------
CT
- - - ------------------------------------------------------------------------------------------------------------------------------------
DE
- - - ------------------------------------------------------------------------------------------------------------------------------------
DC
- - - ------------------------------------------------------------------------------------------------------------------------------------
FL
- - - ------------------------------------------------------------------------------------------------------------------------------------
GA
- - - ------------------------------------------------------------------------------------------------------------------------------------
HI
- - - ------------------------------------------------------------------------------------------------------------------------------------
ID
- - - ------------------------------------------------------------------------------------------------------------------------------------
IL
- - - ------------------------------------------------------------------------------------------------------------------------------------
IN
- - - ------------------------------------------------------------------------------------------------------------------------------------
IA
- - - ------------------------------------------------------------------------------------------------------------------------------------
KS
- - - ------------------------------------------------------------------------------------------------------------------------------------
KY
- - - ------------------------------------------------------------------------------------------------------------------------------------
LA
- - - ------------------------------------------------------------------------------------------------------------------------------------
ME
- - - ------------------------------------------------------------------------------------------------------------------------------------
MD
- - - ------------------------------------------------------------------------------------------------------------------------------------
MA
- - - ------------------------------------------------------------------------------------------------------------------------------------
MI
- - - ------------------------------------------------------------------------------------------------------------------------------------
MN
- - - ------------------------------------------------------------------------------------------------------------------------------------
MS
- - - ------------------------------------------------------------------------------------------------------------------------------------
MO
- - - ------------------------------------------------------------------------------------------------------------------------------------
7 of 8
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
- - - ------------------------------------------------------------------------------------------------------------------------------------
APPENDIX
- - - ------------------------------------------------------------------------------------------------------------------------------------
1 2 3 4 5
<S> <C> <C> <C> <C>
Disqualification
Type of security under State ULOE
Intend to sell and aggregate (if yes, attach
to non-accredited offering price Type of investor and explanation of
investors in State offered in state amount purchased in State waiver granted)
(Part B-Item 1) (Part C-Item 1) (Part C-Item 2) (Part E-Item 1)
- - - ------------------------------------------------------------------------------------------------------------------------------------
Number of Number of
Accredited Non-Accredited
State Yes No Investors Amount Investors Amount Yes No
- - - ------------------------------------------------------------------------------------------------------------------------------------
MT
- - - ------------------------------------------------------------------------------------------------------------------------------------
NE
- - - ------------------------------------------------------------------------------------------------------------------------------------
common stock
NV X equity $15,000 23 15,000 X
- - - ------------------------------------------------------------------------------------------------------------------------------------
NH
- - - ------------------------------------------------------------------------------------------------------------------------------------
NJ
- - - ------------------------------------------------------------------------------------------------------------------------------------
NM
- - - ------------------------------------------------------------------------------------------------------------------------------------
NY
- - - ------------------------------------------------------------------------------------------------------------------------------------
NC
- - - ------------------------------------------------------------------------------------------------------------------------------------
ND
- - - ------------------------------------------------------------------------------------------------------------------------------------
OH
- - - ------------------------------------------------------------------------------------------------------------------------------------
OK
- - - ------------------------------------------------------------------------------------------------------------------------------------
OR
- - - ------------------------------------------------------------------------------------------------------------------------------------
PA
- - - ------------------------------------------------------------------------------------------------------------------------------------
RI
- - - ------------------------------------------------------------------------------------------------------------------------------------
SC
- - - ------------------------------------------------------------------------------------------------------------------------------------
SD
- - - ------------------------------------------------------------------------------------------------------------------------------------
TN
- - - ------------------------------------------------------------------------------------------------------------------------------------
TX
- - - ------------------------------------------------------------------------------------------------------------------------------------
UT
- - - ------------------------------------------------------------------------------------------------------------------------------------
VT
- - - ------------------------------------------------------------------------------------------------------------------------------------
VA
- - - ------------------------------------------------------------------------------------------------------------------------------------
WA
- - - ------------------------------------------------------------------------------------------------------------------------------------
WV
- - - ------------------------------------------------------------------------------------------------------------------------------------
WI
- - - ------------------------------------------------------------------------------------------------------------------------------------
WY
- - - ------------------------------------------------------------------------------------------------------------------------------------
PR
- - - ------------------------------------------------------------------------------------------------------------------------------------
8 of 8
</TABLE>
<PAGE> 9
[SHAWN F. HACKMAN LETTERHEAD]
August 15, 1997
Board of Directors
Greyhawk Stained Glass, Inc.
9072 Quarrystone Way
Las Vegas, NV 89123
RE: Securities Act of 1933, as amended
Gentlemen:
In connection with the 85,000 issued and outstanding shares of common stock of
Greyhawk Stained Glass, Inc., a Nevada corporation (the "Company"), you have
asked my firm to discuss whether or not the proposed sale of certain shares of
common stock of the Company by its shareholders could be made in compliance
with the Securities Act of 1933, as amended (the "Act").
For purposes of the discussion contained herein, we have examined such corporate
documents and records and have made such legal and factual examinations and
inquiries and have relied upon such certificates, statements, representations or
affidavits of the Company, as well as corporate or other records of the Company
and certificates of public officials or opinions and documents of others as we
deemed necessary or appropriate including the Offering Memorandum and Form D. In
such examination, we have assumed the genuineness of all signatures on originals
and certified or otherwise identified documents and or the conformity to
originals or certified or otherwise identified documents or all copies submitted
to us as conformed or as accurate copies.
In connection with our review, we have also been informed that the Company
proposes to make available, to all interested parties, an Information and
Disclosure Statement pursuant to the provisions of Rule 15c2-11 promulgated
under the Securities Exchange Act of 1934, as amended, and that there may be a
need for our opinion to be furnished with respect to the transferability of
certain securities, which have not been registered pursuant to Section 5 of the
Act.
As of the date hereof, the issued and outstanding securities of the Company
consist of 85,000 shares, 0.001 par value, of common stock owned by 25
shareholders. According to the Company's records, all of said shareholders
acquired said shares prior to August 15, 1997 and certain of said shareholders
have requested the Company to allow said shareholders to transfer the shares
held by them without registration.
<PAGE> 10
Board of Directors
August 15, 1997
Page 2
The documents inspected by me reflect that the Company was duly incorporated
under the laws of the State of Nevada on June 10, 1997. The Company was
originally authorized to sell and issue 50,000,000 shares of common stock,
$.001 par value. The original sale and issuance of the securities were
authorized by resolutions of the Board of Directors in reliance upon the
exemption from registration requirements of Section 5 of the Act, as provided
in Section 4(2). Before August 15, 1997, the corporation sold and issued for
cash, 75,000 shares of stock in reliance upon the exemption from registration
requirements of Section 5 of the Act, as provided in Section 3(b) Rule 504.
Predicated upon the documents supplied and the representations from the Company
and the law existing as of the date hereof, except for Cathy Souers and Shannon
Baldino, none of the shareholders appear to be affiliates and said shareholders
may freely transfer their shares without any restrictive legend in accordance
with Rule 504.
If you have any questions, please do not hesitate to contact me.
Very truly yours,
/s/ SHAWN F. HACKMAN
- - - ----------------------
SHAWN F. HACKMAN, ESQ.
<PAGE> 1
EXHIBIT C
OFFERING MEMORANDUM
GREYHAWK STAINED GLASS, INC.
75,000 Shares
Common Stock
Offering Price $0.20 per Share
Greyhawk Stained Glass, Inc., (the "Company") is offering up to 75,000
Shares of its Common Stock, $.001 par value per share (the "Shares"), pursuant
to the terms of this Offering Memorandum ("Memorandum"). (See "OFFERING".)
The Shares are offered pursuant to exemptions from registration provided
by Sections, 3(b) and or 4(2) of the Securities Act of 1933, as amended, and
regulation D rule 504 promulgated thereunder. The shares are registered for sale
under NRS Section 90.490 of the Nevada Securities Laws.
THE SHARES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK TO THE PUBLIC INVESTORS AND SHOULD BE PURCHASED ONLY BY PERSONS
WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. (SEE "RISK FACTORS" PG. 3)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS ANY STATE PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS MEMORANDUM. NEITHER THE SECRETARY OF THE STATE OF NEVADA AS
ADMINISTRATOR OF THE NEVADA SECURITIES ACT NOR ANY OFFICER OF THE STATE OF
NEVADA HAS PASSED UPON THE MERITS OF THESE SECURITIES OR UPON THE ACCURACY OR
COMPLETENESS OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Offering Net Proceeds To
Price To Company
Public
-------------- ------------------
<S> <C> <C>
Per Share: $0.20 $0.20
Maximum(75,000 shares) $15,000 $15,000
Minimum(50,000 shares) $10,000 $10,000
-------------- ------------------
</TABLE>
The date of this Offering Memorandum is July 2, 1997.
i
<PAGE> 2
(l) A maximum of 75,000 shares may be sold. The minimum number of shares to
be sold is 50,000. All of the proceeds from the sale of Shares will be
placed in an escrow account, by 12 o'clock noon of the next business day
after receipt thereof until the sum of $10,000, before deducting
offering expenses estimated at $1,350 for the minimum offering and
$1,350 for the maximum offering, has been received. If less than $10,000
is received from the sale of the Shares within 120 days of the date of
this Memorandum, the offer will remain open for another 120 days after
which all proceeds will be refunded promptly to purchasers without
payment of interest and without deduction for commission or other
expenses. Subscribers will not be able to obtain return of their funds
while in escrow. No commissions are anticipated.
THE SHARES ARE OFFERED BY THE COMPANY SUBJECT TO PRIOR SALE, ACCEPTANCE
OF THE SUBSCRIPTIONS BY THE COMPANY AND APPROVAL OF CERTAIN LEGAL MATTERS BY
COUNSEL TO THE COMPANY.
PRIOR TO THIS OFFERING THERE HAS BEEN NO PUBLIC MARKET FOR THE COMMON
STOCK OF THE COMPANY. THERE CAN BE NO ASSURANCE THAT A PUBLIC MARKET WILL RESULT
FOLLOWING THE SALE OF THE SHARES OFFERED HEREBY OR THAT THE COMMON STOCK CAN BE
SOLD AT OR NEAR THE OFFERING PRICE. THE INITIAL PUBLIC OFFERING PRICE HAS BEEN
ARBITRARILY DETERMINED BASED UPON WHAT IT BELIEVES PURCHASERS OF SUCH
SPECULATIVE ISSUES WOULD BE WILLING TO PAY FOR THE SECURITIES AND BEARS NO
RELATIONSHIP WHATSOEVER TO ASSETS, BOOK VALUE OR ANY OTHER ESTABLISHED CRITERIA
OF VALUE.
ALL OFFEREES AND SUBSCRIBERS WILL HAVE AN OPPORTUNITY TO MEET WITH
REPRESENTATIVES OF THE COMPANY TO VERIFY ANY OF THE INFORMATION INCLUDED HEREIN
AND TO OBTAIN ADDITIONAL INFORMATION REGARDING THE COMPANY. COPIES OF ALL
DOCUMENTS, CONTRACTS, FINANCIAL STATEMENTS AND OTHER COMPANY RECORDS WILL BE
MADE AVAILABLE FOR INSPECTION AT ANY SUCH MEETING OR DURING NORMAL BUSINESS
HOURS UPON REQUEST TO THE COMPANY.
ALL OFFEREES AND SUBSCRIBERS WILL BE ASKED TO ACKNOWLEDGE IN THE
SUBSCRIPTION AGREEMENT THAT THEY HAVE READ THIS MEMORANDUM CAREFULLY AND
THOROUGHLY, THEY WERE GIVEN THE OPPORTUNITY TO OBTAIN ADDITIONAL INFORMATION;
AND THEY DID SO TO THEIR SATISFACTION.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS MEMORANDUM AND, IF GIVEN OR MADE SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER
ii
<PAGE> 3
TO BUY ANY SECURITIES TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER
OR SOLICITATION WOULD BE UNLAWFUL. THE DELIVERY OF THIS MEMORANDUM AT ANY TIME
DOES NOT IMPLY THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF TIME SUBSEQUENT
TO ITS DATE.
THE COMPANY HAS THE RIGHT, IN ITS SOLE DISCRETION, TO ACCEPT OR REJECT
SUBSCRIPTIONS IN WHOLE OR IN PART, FOR ANY REASON OR FOR NO REASON.
iii
<PAGE> 4
GREYHAWK STAINED GLASS, INC.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
MEMORANDUM SUMMARY........................................................... 1
THE COMPANY............................................................... 1
THE OFFERING.............................................................. 1
RISK FACTORS.............................................................. 2
DILUTION.................................................................. 2
FINANCIAL HIGHLIGHTS...................................................... 2
RISK FACTORS................................................................. 3
RISK FACTORS RELATING TO THE COMPANY'S BUSINESS........................... 3
RISK FACTORS RELATING TO THE NATURE OF THE OFFERING....................... 5
DILUTION..................................................................... 7
COMPARATIVE DATA............................................................. 9
USE OF PROCEEDS.............................................................. 10
THE COMPANY.................................................................. 11
GENERAL................................................................... 11
BUSINESS PLAN............................................................. 11
SALES AND MARKETING....................................................... 12
FINANCIAL ANALYSIS OF MANAGEMENT COMPANY.................................. 12
MANAGEMENT................................................................... 13
DIRECTORS AND OFFICERS.................................................... 13
SHANNON BALDINO........................................................... 13
PRINCIPAL SHAREHOLDERS....................................................... 14
DESCRIPTION OF COMMON STOCK.................................................. 15
CONFLICTS OF INTEREST........................................................ 16
FIDUCIARY RESPONSIBILITY OF THE OFFICERS AND DIRECTORS.................... 17
PLAN OF DISTRIBUTION......................................................... 18
LITIGATION................................................................... 19
EXPERTS...................................................................... 19
LEGAL MATTERS................................................................ 19
FURTHER INFORMATION.......................................................... 19
</TABLE>
iv
<PAGE> 5
MEMORANDUM SUMMARY
The following summary is qualified in its entirety by detailed
information appearing elsewhere in this Memorandum. Each prospective investor is
urged to read this Memorandum in its entirety.
THE COMPANY
Greyhawk Stained Glass, Inc. was organized for the purpose of producing
custom stained glass and repair of customized stained glass for the Las Vegas
and Clark county areas. The Company believes that current sources for customized
stained glass are inadequate and that there is a public desire for additional
sources of custom stained glass and customized stained glass repair. If the
company is successful, it will look to expand beyond the Las Vegas and Clark
County areas. Additionally, the company will look at the possibility of
purchasing a currently existing company and use its expertise and customer base
to expand the Company.
The Company's offices are currently located at 9072 Quarrystone Way, Las
Vegas, NV 89123. The telephone number is (702) 896-3428.
THE OFFERING
The Company may apply to have stock from this offering traded on an
Exchange. Overseas and Offshore investors are allowed and encouraged to
subscribe. No sales commissions will be paid.
SECURITIES OFFERED:
<TABLE>
<S> <C>
Minimum.....................................50,000 Shares
Maximum.....................................75,000 Shares
OFFERING PRICE PER SHARE:..........................$0.20
SHARES OUTSTANDING:
Before the Offering:
Total Shares........................10,000 Shares
After the Offering:
(Assuming Minimum Sales)
Total Shares.................60,000 shares
(Assuming Maximum Sales)
Total Shares.................85,000 shares
</TABLE>
1
<PAGE> 6
USE OF NET PROCEEDS
If all the Shares offered are sold, net proceeds to the Company will be
approximately $15,000, which will be used for the initial setup of the Company.
If the minimum number are sold, net proceeds to the Company will be
approximately $10,000. (See "USE OF PROCEEDS".)
RISK FACTORS
The purchase of the Shares offered hereby involves many risk factors,
including those associated with a new venture. The Company's initial involvement
in producing custom stained glass and repairing stained glass could involve a
high degree of risk, as these types of businesses already are known to have
significant failure rate. (See "RISK FACTORS".)
DILUTION
The offering involves an increase in the book value per Share of the
Common Stock to the investor from $0.20 to $0.25 if the minimum offering is sold
and from $0.20 to $0.235 if the maximum is sold.
FINANCIAL HIGHLIGHTS
The following schedule sets forth certain financial information of the
Company at the date indicated. (See "FINANCIAL STATEMENTS".)
<TABLE>
<CAPTION>
Date: June 30, 1997
<S> <C>
Total Assets $5,000
Total Liabilities $0
Stockholders' Equity $5,000
</TABLE>
2
<PAGE> 7
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE IN NATURE AND
INVOLVE A HIGH DEGREE OF RISK. THEY SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN
AFFORD TO LOSE THEIR ENTIRE INVESTMENT. THEREFORE, EACH PROSPECTIVE INVESTOR
SHOULD, PRIOR TO PURCHASE, CONSIDER VERY CAREFULLY THE FOLLOWING RISK FACTORS
AMONG OTHER THINGS, AS WELL AS ALL OTHER INFORMATION SET FORTH IN THIS
PROSPECTUS.
RISK FACTORS RELATING TO THE COMPANY'S BUSINESS
LACK OF PRIOR OPERATIONS AND EXPERIENCE
The Company is newly organized, has no revenues from operations and has
no other significant assets. Accordingly, there can be no assurance that the
Company will generate revenues in the future; and there can be no assurance that
the Company will operate at a profitable level. (See "PROPOSED BUSINESS".)
DEPENDENCE ON CUSTOMIZED STAINED GLASS INDUSTRY
The Company's business is influenced by the rate of use and expansion in
the customized stained glass industry. Declines in the industry may influence
the Company's revenues adversely.
COMPETITION
The Company may experience substantial competition in its efforts to
produce and repair customized stained glass. Some of these competitors may have
greater experience, resources and managerial capabilities than the Company and
may be in a better position than the Company to obtain access to potential
customers.
SUCCESS OF MANAGEMENT
Any potential investor is strongly cautioned that the purchase of the
securities that are proposed to be offered hereby should be evaluated on the
basis of: (i) the limited diversification of the venture capital opportunities
afforded to the Company, (ii) the high risk nature and limited liquidity of the
Company, and (iii) the Company's ability to utilize funds for the successful
development and distribution of revenues as derived by the revenues received by
the Company's yet undeveloped portfolio of clients.
RELIANCE ON MANAGEMENT
The Company's success is dependent upon management. The Company has no
employment or non-competition agreements with any of its Key Administrative
Personnel, nor
3
<PAGE> 8
for any of its proposed Officers and Directors of the Corporation, therefore,
there can be no assurance that Ms. Baldino and Ms. Souers will remain employed
by the Company. Additionally, as the Company is starting out with small
capitalization, the Company will have to rely upon Ms. Baldino and Ms. Souers to
maintain the business of the Company. In the event Ms. Baldino or Ms. Souers
cease to be employed by the Company, the Company will seek to find a qualified
person or persons to fill their positions as soon as possible.
CONFLICTS OF INTEREST
The Officers and directors have other interests to which they devote
time and each will continue to do so notwithstanding the fact that management
time may be necessary to the business of the Company. As a result, certain
conflicts of interest may exist between the Company and its officers and
directors which may not be susceptible to resolution. Conflicts of interest may
arise in the area of corporate opportunities which can only be resolved through
exercise by the officers and directors of such judgment as is consistent with
their fiduciary duties to the Company. It is the intention of management, so as
to minimize any potential conflicts of interest, to present first to the Board
of Directors and then to the shareholders for resolution.
ADDITIONAL FINANCING REQUIRED
Even if all of the maximum 75,000 Shares offered hereby are sold, the
funds available to the Company may not be adequate for it to be competitive in
the industry. There is no assurance that additional funds will be available from
any source when needed by the Company for expansion, and, if not available, the
Company may not be able to expand its operation as rapidly as it could if such
financing were available. The proceeds from this Offering are expected to be
sufficient for the Company to become operational. Additional financing could
possibly come in the form of debt/preferred stock or a private placement of
common stock. If additional shares were issued to obtain financing, investors in
this offering would suffer a dilutive effect on their percentage of stock
ownership in the Company. However, the book value of their shares would not be
diluted, provided additional shares are sold at a price greater than that paid
by investors in this offering.
ABSENCE OF CASH DIVIDENDS
The Board of Directors does not anticipate paying cash dividends on the
Common Stock for the foreseeable future and intends to retain any future
earnings to finance the growth of the Company's business. Payment of dividends,
if any, will depend, among other factors, on earnings, capital requirements and
the general operating and financial conditions of the Company as well as legal
limitations on the payment of dividends out of paid-in capital.
(See "DIVIDENDS")
4
<PAGE> 9
RISK FACTORS RELATING TO THE NATURE OF THE OFFERING
PURCHASES BY AFFILIATES
Certain officers, directors, principal shareholders and affiliates may
purchase for investment purposes, a portion of the Shares offered hereby, which
would increase the percentage of the Company's Common Stock owned by such
persons. The purchases by these control persons may make it possible for the
Offering to meet the escrow amount. At least fifty percent (50%) of the offering
must be purchased by the public before the Officers and directors may make
purchases to make escrow.
POSSIBLE LOSS OF ENTIRE INVESTMENT
The Shares offered hereby are highly speculative and involve a high
degree of risk and should not be purchased by any person who cannot afford the
loss of his entire investment. A purchase of the Company's stock in this
Offering would be "unsuitable" for a person who cannot afford to lose his entire
investment.
DILUTION TO PUBLIC
Assuming the sale of all Shares offered hereby, the net tangible book
value of the Company's Shares would then be approximately $.235 per Share
compared to the $0.20 public offering price. If the minimum number of shares are
sold, the net tangible book value of the Company's Shares would then be
approximately $.25 per Share compared to the $0.20 public offering price.
Accordingly, persons purchasing common stock in this Offering if all the Shares
offered are sold would then have an increase to the net tangible book value of
their Shares of $.035 if the maximum is sold and $.05 if the minimum is sold.
ESCROW OF OFFERING
No individual, firm or corporation has agreed to purchase or take down
any of the offered Shares. No assurance can be given that any or all of the
Shares will be sold. Provisions have been made to deposit in escrow the funds
received from the purchase of Shares sold by the Company. In the event that the
Offering of $15,000 or $10,000 is not received within one hundred twenty (120)
days of the effective date of this Memorandum, the offer will be extended for
another 120 days after which the proceeds so collected will be refunded to
investors without deducting sales commissions or expenses. During this escrow
period, which may last up to two hundred forty (240) days, subscribers will not
have use of nor derive benefits from their escrow funds.
5
<PAGE> 10
NO PUBLIC MARKET FOR COMPANY'S SECURITIES.
Prior to the Offering, there has been no public market for the Common
Stock being offered. There can be no assurance that an active trading market
will develop or that purchasers of the Common Stock will be able to resell their
securities at prices equal to or greater than the respective initial public
offering prices. The market prices of the Common Stock may be significantly
affected by factors such as announcements by the Company or its competitors, as
well as variations in the Company's results of operations and market conditions
in the Stained Glass and Art industries in general. The market price may also be
affected by movements in prices of stock in general. As a result of these
factors, purchasers of the Shares offered hereby may not be able to liquidate an
investment in the Shares readily or at all.
NO CUMULATIVE VOTING
Holders of the Common Stock are not entitled to accumulate their votes
for the election of directors or otherwise. Accordingly, the holders of a
majority of the shares present at a meeting of shareholders will be able to
elect all of the directors of the Company, and the minority shareholders may not
be able to elect a representative to the Company's board of directors. (See
"DESCRIPTION OF COMMON STOCK".)
ARBITRARY OFFERING PRICE
The Offering Price of the Common Stock bears no relation to book value,
assets, earnings or any other objective criteria or value. They have been
arbitrarily determined by the Company. There can be no assurance that, even if a
public trading market develops for the Company's securities, the Common Stock
will attain market values commensurate with the Offering Price.
NO FORESEEABLE DIVIDENDS
The Company does not anticipate paying dividends on its Common Stock in
the foreseeable future but plans to retain earnings, if any, for the operation
and expansion of its business. (See "DESCRIPTION OF COMMON STOCK".)
LIMITATION ON RESALE
The Company has no obligation to register the Shares under the
Securities Act of 1933 or to register or qualify the Shares for sale under any
state securities laws or to take any other action, through the establishment of
exemptions or otherwise to permit the transfer thereof. Accordingly, the ability
of investors to resell the Shares purchased hereunder may be severely limited.
SHARES ELIGIBLE FOR FUTURE SALE
All of the 10,000 shares of Common Stock which are held by the initial
shareholders have been issued in reliance on the Private placement exemption
under the Securities Act of
6
<PAGE> 11
1933, as amended (the "Act"). Such shares will not be available for sale in the
open market without registration except in reliance upon Rule 144 under the Act.
In general, under Rule 144 a person (or persons whose shares are aggregated) who
has beneficially owned shared acquired in a nonpublic transaction for at least
one year, including persons who may be deemed Affiliates of the Company as that
term is defined under the Act, would be entitled to sell within any three-month
period a number of shares that does not exceed the greater of 1% of the then
outstanding Shares of Common stock, or the average weekly reported trading
volume on all national securities exchanges and through NASDAQ during the four
calendar weeks preceding such sale, provided that certain current public
information is then available. If a substantial number of the Shares owned by
the initial Shareholders were sold pursuant to Rule 144 or a registered
offering, the market price of the Common Stock could be adversely affected.
DILUTION
"Net tangible book value" is the amount that results from subtracting
the total liabilities and intangible assets of an entity from its total assets.
"Dilution" is the difference between the public offering price of a security
such as the Common Stock, and its net tangible book value per Share immediately
after the Offering, giving effect to the receipt of net proceeds in the
Offering. As of June 30, 1997, the net tangible book value of the Company was
$0.50. Giving effect to the sale by the Company of all offered Shares at the
public offering price, the pro forma net tangible book value of the Company
would be approximately $20,000 or approximately $.235 per Share, which would
represent an immediate increase in net tangible book value per Share of $.035
per share to new investors. If the minimum number of shares are sold, the pro
forma net tangible book value of the Company would be approximately $15,000 or
approximately $.25 per Share, which would represent an immediate increase in net
tangible book value per Share of $.05 per share to new investors.
The following table illustrates the pro forma per Share dilution:
<TABLE>
<CAPTION>
Assuming Min. Assuming Max.
Shares Sold Shares Sold
----------------- -----------------
<S> <C> <C>
Price to Public [1] $0.20 $0.20
----------------- -----------------
Net tangible book value per Share before $0.50 $0.50
Offering [2]
----------------- -----------------
Increase Attributable to purchase of $0.57 $0.625
stock by new investors [5]
----------------- -----------------
Net tangible book value per Share after $0.25 $0.235
offering [2],[3],[4]
----------------- -----------------
Increase to new investors [6] $0.05 $0.035
----------------- -----------------
Percent Increase to new investors [7] 25.0% 17.5%
----------------- -----------------
</TABLE>
[1]Offering price before deduction of offering expenses.
[2] The net tangible book value per share before the offering $0.50 is
determined by dividing the number of Shares of Common Stock outstanding into the
net tangible book value of the Company.
7
<PAGE> 12
[3] The net tangible book value after the offering ($15,000 minimum
offering and $20,000 maximum offering) is determined by adding the net tangible
book value before the offering to the estimated proceeds to the Corporation from
the current offering.
[4] The net tangible book value per share after the offering ($.25
minimum offering and $.235 maximum offering) is determined by dividing the
number of Shares that will be outstanding after the offering into the net
tangible book value after the Offering as determined in #3.
[5] The Increase Attributable to purchase of stock by new investors is
derived by taking the net tangible book value per share after the offering (
$.25 minimum offering and $.235 maximum offering) and subtracting from it the
net tangible book value per share before the offering ($.50) for a decrease of
($.25 minimum offering and $.235 maximum offering).
[6] The dilution to new investors is determined by subtracting the net
tangible book value per share after the offering ($.25 minimum offering and
$.235 maximum offering) from the public offering price ($0.20), giving an
increase value of ($.05 minimum offering and $.035 maximum offering).
[7] The Percentage Increase to new investors is determined by dividing
the Increase to new investors ($.05 minimum offering and $.035 maximum offering)
by the Price to the Public ($0.20) giving a Percent Increase to new investors of
25% minimum offering and 17.5% maximum offering.
8
<PAGE> 13
COMPARATIVE DATA
The following chart illustrates the percentage ownership in the Company
held by the present shareholders and by the public investors in this Offering,
and sets forth a comparison of the amounts paid by the present shareholders of
the Company and by the public investors in this Offering. The present
shareholders may, however, purchase a portion of the Shares offered hereby,
which would enable the Company to reach the minimum escrow amount and would
increase the percentage of the Company's Common Stock owned by such present
shareholders at the conclusion of this Offering.
<TABLE>
<CAPTION>
Average
Total Shares Percentage Consideration Consideration Price Per
Number Purchased Amount Percentage Share
--------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
ASSUMING MAX.
OFFERING SOLD
Present 10,000 11.8% 5,000 25% $0.50
Shareholders
New Investors 75,000 88.2% 15,000 75% $0.20
------ ----- ------ ---
TOTAL 85,000 100% 20,000 100%
ASSUMING MIN.
OFFERING SOLD
Present 10,000 16.7% 5,000 33.3% $0.50
Shareholders
New Investors 50,000 83.3% 10,000 66.7% $0.20
------ ----- ------ -----
TOTAL 60,000 100% 15,000 100%
</TABLE>
9
<PAGE> 14
USE OF PROCEEDS
Following the sale of all 75,000 Shares offered by the Company there
will be a gross sales price of $15,000. If the minimum number of shares are sold
the gross proceeds will be $10,000.
This money will be used to setup a small workshop to operate the
business. Additionally, these moneys will be used to make professional sales
presentations to potential clients. If the minimum but not the maximum number of
shares are sold the loss of proceeds from the sale may be taken out of future
general overhead.
This money will be used to setup a workshop to operate the business. The
following figures reflect the Company's initial Use of Proceeds:
Use of Proceeds
<TABLE>
<CAPTION>
Minimum Maximum
Offering Percent Offering Percent
-------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Accounting fees $500 5% $500 3.3%
Legal fees 500 5% 500 3.3%
State filing fee 350 3.5% 350 2.3%
Working capital $13,650 95.5% $18,650 91.1%
TOTAL USE OF PROCEEDS $10,000 100% $15,000 100%
</TABLE>
Management anticipates expending these funds for the purposes indicated
above. To the extent that expenditures are less than projected, the resulting
balances will be retained and used for general working capital purposes or
allocated according to the discretion of the Board of Directors.
Management anticipates expending these funds for the purposes indicated
above. To the extent that expenditures are less than projected, the resulting
balances will be retained and used for general working capital purposes or
allocated according to the discretion of the Board of Directors. Conversely, the
extent that such expenditures require the utilization of funds in excess of the
amounts anticipated, supplementing amounts may be drawn form other sources,
including, but not limited to general working capital and/or external financing.
The net proceeds of this offering that are not expended immediately may be
deposited in interest or non-interest bearing accounts, or invested in
government obligations, certificates of deposit, commercial paper, money market
mutual funds or similar investments.
10
<PAGE> 15
THE COMPANY
GENERAL
Greyhawk Stained Glass, Inc. was organized for the purpose of producing
custom stained glass and repairing of customized stained glass to the public in
the Las Vegas and Clark County areas. The Company believes that due to the
current lack of customized stained glass companies at this time, there is a
public desire for customized stained glass work. If the business is successful
the Company will look to expand beyond the Las Vegas and Clark County areas.
Additionally, the company will look at the possibility of purchasing a currently
existing stained glass business and use its expertise and contacts to improve
and expand their current client base. The Company will also make its business
available over the Internet and collect fees through charges for visiting the
web site.
The Company's offices are currently located at 9072 Quarrystone Way, Las
Vegas, NV 89123.
BUSINESS PLAN
Greyhawk Stained Glass, Inc. was organized for the purpose of producing
custom stained glass and repairing of stained glass to the public in the Las
Vegas and Clark County areas. The Company believes that current sources of
stained glass work are inadequate and that there is a vast public desire for
better stained glass work. If the business is successful the Company will look
to expand beyond the Las Vegas and Clark County areas. Additionally, the company
will look at the possibility of purchasing a currently existing stained glass
business use its expertise and contacts to improve and expand their client base.
The Company's offices are currently located at 9072 Quarrystone Way, Las
Vegas, NV 89123.
Once funds have been made available, the Company will obtain a small
workshop. The current officers and directors will oversee the setup of the
business. The current officers and directors have contacts with business and
individuals who use customized stained glass products which the company hopes
will aid in the startup of the company.
The Company may experience substantial competition in its efforts to
locate clients. Many of these competitors may have greater experience, resources
and managerial capabilities than the Company and may be in a better position
than the Company to access clients. There are stained glass businesses which
will directly compete with the Greyhawk business.
THERE IS NO ASSURANCE THAT THE COMPANY'S BUSINESS PLAN AND OBJECTIVES
WILL BE ACHIEVED.
11
<PAGE> 16
SALES AND MARKETING
The Company plans to market itself mainly by using the following sales and
marketing techniques:
- - - - WEB SITE ADS
- - - - ADS IN LOCAL PUBLICATIONS
- - - - PROVIDE PRESS RELEASES AND PUBLICITY ABOUT THE NEW BUSINESS
- - - - CLIENT REFERRAL
- - - - DIRECT MAILING
FINANCIAL ANALYSIS OF MANAGEMENT COMPANY
ACCOUNTING STANDARDS
The Financial Accounting Standards Board (the "FASB") and other regulatory
bodies have addressed a number of accounting and financial reporting issues.
Such issues and current proposed standards could influence the Company's
reported results and the nature of its financial disclosures in the future.
12
<PAGE> 17
MANAGEMENT
DIRECTORS AND OFFICERS
The names, addresses, ages, and respective positions of the current
Directors and Officers of Greyhawk Stained Glass, Inc., are as follows:
<TABLE>
<CAPTION>
Name and Address Age Position
---------------- --- --------
<S> <C> <C>
Shannon Baldino 24 President/Treasurer
9072 Quarrystone Way
Las Vegas, NV 89123
Cathy Souers 46 Secretary
1004 Coral Isle
Las Vegas, NV 89108
</TABLE>
OFFICERS AND DIRECTORS
SHANNON BALDINO
Shannon Baldino is 24 years old. She graduated from Chino High School
with a 3.9 GPA. She has attended Community College of Southern Nevada. Her
coursework includes many classes in the art field, including classes on
customized stained glass, design and production.
She is currently employed at Value Rent-A-Car as an administrative
assistant.
EMPLOYMENT HISTORY
1993-1994 reservation agent/auditor for Best Inns of America Corporate Office.
1994-1996 bookkeeper/payroll for Fosters air Conditioning, Inc.
CATHY SOUERS
Cathy Souers is 46 years old. She graduated from the University of
Texas-El Paso with a B.S. in Secondary Education, teaching areas Spanish,
English and Mathematics. She graduated from New Mexico State University with a
B.A. in accounting.
Currently she is President of Gehrig Ironite, Inc.
EMPLOYMENT HISTORY
1978-1983 owner/operator of liquor/package store.
1984-1990 taught in public and private schools.
1992-1995 Vocational Educational instructor Nevada Cooperative Extension.
13
<PAGE> 18
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of the date of this Memorandum, the
outstanding shares of Common Stock of the Company owned of record or
beneficially by each person who owned of record, or was known by the Company to
own beneficially, more than 5% of the Company's Common Stock, and the name and
share holdings of each of officer and director and all of officers and directors
as a group.
<TABLE>
<CAPTION>
Percent After Offering
Assuming
--------
Principal Shareholders No. of Percent Max. Sold Min. Sold
Names and Address Shares Before
Owned Offering
- - - ---------------------------- --------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Shannon Baldino 5000 50% 5.8% 8.3%
9072 Quarrystone Way
Las Vegas, NV 89123
Cathy Souers 5000 50% 5.8% 8.3%
1004 Coral Isle
Las Vegas, NV 89108
</TABLE>
SHARES ELIGIBLE FOR FUTURE SALE
All of the 10,000 shares of Common Stock which are held by the initial
shareholders have been issued in reliance on the Private placement exemption
under the Securities Act of 1933, as amended (the "Act"). Such shares will not
be available for sale in the open market without registration except in reliance
upon Rule 144 under the Act. In general, under Rule 144 a person (or persons
whose shares are aggregated) who has beneficially owned shares acquired in a
nonpublic transaction for at least two years, including persons who may be
deemed affiliates of the Company as that term is defined under the Act, would be
entitled to sell within any one year period a number of shares that does not
exceed the greater of 1% of the then outstanding Shares of Common stock, or the
average weekly reported trading volume on all national securities exchanges and
through NASDAQ during the four calendar weeks preceding such sale, provided that
certain current public information is then available. Two years from the date of
issuance, all of the shares of Common Stock acquired by the initial shareholders
may be eligible for public sale under Rule 144 subject to the foregoing
restrictions. If a substantial number of the Shares owned by the initial
Shareholders were sold pursuant to Rule 144 or a registered offering, the market
price of the Common Stock could be adversely affected.
REMUNERATION OF DIRECTORS AND OFFICERS
The officers and directors will receive compensation only when and if
the Company becomes profitable. The amount of their compensation will be based
upon the profitability of the corporation.
14
<PAGE> 19
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of 50,000,000
Shares of Common Stock, $.001 par value per share. The holders of Common Stock
(i) have equal ratable rights to dividends from funds legally available
therefore, when, as 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 or winding up of the affairs of the Company; (iii) do not have
preemptive subscription or conversion rights and there are no redemption or
sinking fund applicable thereto; and (iv) are entitled to one non-cumulative
vote per share, on all matters which shareholders may vote on at all meetings of
shareholders. As of the date of this prospectus, the company had 10,000 shares
of common stock outstanding.
NON-CUMULATIVE VOTING
The holders of Shares of Common Stock of the Company do not have
cumulative voting rights which means that the holders of more than 50% of such
outstanding Shares, voting for the election of directors, can elect all of the
directors to be elected, if they so choose, and, in such event, the holders of
the remaining Shares will not be able to elect any of the Company's directors.
After the present Offering is completed, if all of the Shares offered are sold,
the public shareholders will own approximately 88% of the outstanding Shares of
the Company. If the minimum number of shares are sold, the public shareholders
will own approximately 83% of the outstanding Shares of the Company.
DIVIDENDS
The Company does not currently intend to pay cash dividends. The
Company's proposed dividend policy is to make distributions of its revenues to
its stockholders when the Company's Board of Directors deems such distributions
appropriate. Because the Company does not intend to make cash distributions
during the first fiscal year, potential shareholders would need to sell their
shares to realize a return on their investment. Because the Company is a start
up company, there can be no assurances of the projected values of their shares,
nor can there be any guarantees of the success of the Company.
A distribution of revenues will be made only when, in the judgment of
the Company's Board of Directors, it is in the best interest of the Company's
stockholders to do so. The Board of Directors will review, among other things,
the investment quality and marketability of the securities considered for
distribution the impact of a distribution of the investee's securities on its
customers, joint venture associates, management contracts, other investors,
financial institutions and the company's internal management; tax consequences
and the market effects of an initial or broader distribution of such securities.
(See RISK FACTORS - NO DIVIDENDS PAID".)
15
<PAGE> 20
POSSIBLE ANTI-TAKEOVER EFFECTS OF AUTHORIZED BUT UNISSUED STOCK
Upon the completion of this Offering, the Company's authorized but
unissued capital stock will consist of 49,915,000 shares of common stock if the
maximum number of shares are sold and 49,940,000 shares if the minimum number
are sold. One of the effects of the existence of authorized but unissued capital
stock may be to enable the Board of Directors to render more difficult or to
discourage an attempt to obtain control of the Company by means of a merger,
tender offer, proxy contest or otherwise, and thereby to protect the continuity
of the Company's management. If in the due exercise of its fiduciary
obligations, for example, the Board of Directors were to determine that a
takeover proposal was not in the Company's best interests, such shares could be
issued by the Board of Directors without stockholder approval in one or more
private placements or other transactions that might prevent or render more
difficult or costly the completion of the takeover transaction by diluting the
voting or other rights of the proposed acquiror or insurgent stockholder or
stockholder group, by creating a substantial voting block in institutional or
other hands that might undertake to support the position of the incumbent Board
of Directors, by effecting an acquisition that might complicate or preclude the
takeover, or otherwise.
TRANSFER AGENT
The Company will engage the services of Alpha Tech Stock Transfer, 4505
S. Wasatch Blvd., Suite 205, Salt Lake City, Utah 84124 to act as Transfer Agent
and Registrar.
CONFLICTS OF INTEREST
TRANSACTIONS BETWEEN THE COMPANY AND MANAGEMENT
Each of the Officers of the Company are engaged in other businesses,
either individually or through partnerships and corporations in which they have
an interest, hold an office or serve on boards of directors. Certain conflicts
of interest may arise between the Company and its Officers and Directors. All of
the Officers and Directors have other business interests to which they devote
their primary attention.
The Company will attempt to resolve any such conflicts of interest in
favor of the Company. The Officers and Directors of the Company are accountable
to it and its shareholders as fiduciaries, which requires that such officers and
directors exercise good faith and integrity in handling the Company's affairs. A
Shareholder may be able to institute legal action on behalf of the Company or on
behalf of itself and all other similarly situated shareholders to recover
damages or for other relief in cases of the resolution of conflicts in any
manner prejudicial to the Company.
16
<PAGE> 21
FIDUCIARY RESPONSIBILITY OF THE OFFICERS AND DIRECTORS
The Officers and Directors of the Company are accountable to the Company
as fiduciaries, which means such Officers and Directors are required to exercise
good faith and integrity in handling the Company's affairs. A shareholder may be
able to institute legal action on behalf of himself and all other similarly
situated shareholders to recover damages where the Company has failed or refused
to observe the law.
Shareholders may, subject to applicable rules of civil procedure, be
able to bring a class action or derivative suit to enforce their rights,
including rights under certain federal and state securities laws and
regulations. Shareholders who have suffered losses in connection with the
purchase or sale of their interest in the Company due to a breach of a fiduciary
duty by an of Officer or Director of the Company in connection with such sale or
purchase, including the misapplication by any such Officer or Director of the
proceeds from the sale of these securities, may be able to recover such losses
from the Company.
The Company and its affiliates not be liable to its shareholders for
errors in judgment or other acts or omissions not amounting to intentional
misconduct, fraud or a knowing violation of the law, since provisions have been
made in the Articles of Incorporation and by-laws limiting such liability. The
Articles of Incorporation and By-Laws also provide for indemnification of the
officers and directors of the Company in most cases for any liability suffered
by them or arising out of their activities as Officers and directors of the
Company if they were not engaged in intentional misconduct, fraud or a knowing
violation of the law. The company's Articles of Incorporation and By-laws limit
the liability of directors and officers to the maximum extent permitted by
Nevada law (Section 78.751). Therefore, purchasers of these securities may have
a more limited right of action than they would have except for this limitation
in the Articles of Incorporation and By-Laws. In the opinion of the Securities
and Exchange Commission, indemnification for liabilities arising under the
Securities Act of 1933 is contrary to public policy and, therefore,
unenforceable.
The Company will not acquire assets from its current management or any
entity in which such management has a five percent or greater equity interest
unless the Company has first received an independent opinion as to the fairness
of the terms of the acquisition. In negotiating the terms of the acquisition of
the assets, management may be influenced by the possibility of future personal
benefit from unrelated business dealings with such persons or entities. There
can be no assurance that such conflict of interest will be adequately resolved
in favor of the Company and its Shareholders. The Officers and Directors are
required to exercise good faith and integrity in handling the Company's affairs.
Management of the Company has agreed to abide by this fiduciary duty.
It should be noted that this is a rapidly developing and changing area
of the law. Investors are urged to consult their own legal counsel.
17
<PAGE> 22
PLAN OF DISTRIBUTION
The Company will sell a maximum of 75,000 Shares of its Common Stock,
par value $.001 per Share, or a minimum of 50,000 shares sold, at the public
offering price. There can be no assurance that any of these Shares will be sold.
The proceeds to the company will be $15,000 if the maximum number of shares are
sold and $10,000 if the minimum number are sold.
Cathy Souers, an Officer and Director, has a Nevada Series "63" license
and will sell the offering without receiving any sales commission.
The public offering price of the Shares offered hereby was arbitrarily
determined by the Company. The public offering price does not bear any
relationship to assets, book value, or earnings of the Company.
The Shares of Common Stock are offered by the Company subject to prior
sale and subject to approval of certain legal matters by counsel. The Company
reserves the right to reject any subscription in whole or in part, for any
reason or for no reason.
OPPORTUNITY TO MAKE INQUIRIES
The Company will make available to each Offeree prior to any sale of the
common stock the opportunity to ask questions and receive answers from the
Company concerning any aspect of the investment and to obtain any additional
information contained in this Memorandum, to the extent that the Company
possesses such information or can acquire it without unreasonable effort or
expense.
PROCEDURES FOR SUBSCRIBING
Each investor purchasing any of the common stock offered hereby will be
required to execute a Subscription Agreement which, among other provisions, will
contain representations as to the investor's qualifications to purchase the
common stock and his ability to evaluate and bear the risk of an investment in
the Company, and will contain an acknowledgment of the receipt of the
opportunity to make inquiries and obtain additional information.
RESTRICTIONS ON TRANSFERABILITY OF SECURITIES
The common stock offered hereby has not been registered under the
Securities Act of 1933, as amended, or the laws of any state or jurisdiction.
The Common Stock is being offered and sold in reliance on exemptions from
registration provided by Sections 3(b) and/or 4(2) of the 1933 Act, and
regulation D rule 504 promulgated thereunder. Resales of the common stock may be
subject to restrictions imposed by such Blue Sky Laws as well as federal
securities laws.
18
<PAGE> 23
LITIGATION
The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no such action by or against the company has
been threatened.
EXPERTS
The financial statements included in this Memorandum, to the extents and
for the periods indicated in its report, have been included herein in reliance
upon the report of Barry L. Friedman, P.C., CPA, 1582 Tulita Drive, Las Vegas,
Nevada 89119, the Company's independent certified public accountant, given upon
the authority of such firm as experts in accounting and auditing. Mr. Friedman
was not retained on a contingent basis and received no interest in the Company.
Mr. Friedman does not act as a promoter, underwriter, voting trustee, director,
officer, or employee of the Company.
LEGAL MATTERS
Legal matters in connection with this offering were passed upon for the
Company by the Law Offices of Shawn F. Hackman, Esq. Mr. Hackman's address is
1700 E. Desert Inn Rd., Suite 112, Las Vegas, NV 89109. Mr. Hackman is an
attorney licensed to practice in the State of Nevada and provided an opinion as
to the validity of the securities being registered and upon other legal matters
concerning the registration or offering of the shares. Mr. Hackman did not act
as a promoter, underwriter, voting trustee, director, officer or employee of the
Company.
FURTHER INFORMATION
This Memorandum does not purport to restate all of the relevant
provisions of the document referred to or pertinent to the matters discussed
herein, all of which must be read for a complete description of the terms of the
matters relating to an investment in the Company. These documents are available
for inspection during regular business hours at the offices of the Company, and
upon written request, copies of the documents not annexed to this Memorandum
will be provided to prospective investors. Each prospective investor and
purchaser representative is invited to ask questions of, and receive answers
from, the Officers and of the Company and to obtain such information concerning
the terms and conditions of the Offering, to the extent the Company possesses
the same or can acquire it without unreasonable effort or expense, as such
prospective Investor or purchaser representative, as the case may be, deems
necessary to verify the accuracy of the information in this Memorandum. An
appointment for such purposes will be arranged upon request.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or the Representative. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Company since
the date hereof. This Prospectus does not constitute an offer or solicitation by
anyone in any jurisdiction in which
19
<PAGE> 24
such offer of solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
Pursuant to the requirements of Reg. D Rule 504 of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the exemption and has duly caused this Offering Memorandum to be signed
on its behalf by the undersigned "hereunto duly authorized, in Las Vegas, State
of Nevada, on this ______day of ________, 1997.
Greyhawk Stained Glass, Inc.
By:
---------------------------------
Shannon Baldino, President
20
<PAGE> 1
EXHIBIT D
GREYHAWK STAINED GLASS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AUGUST 15, 1997
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT ....................................... 1
BALANCE SHEET ...................................................... 2
STATEMENT OF OPERATIONS ............................................ 3
STATEMENT OF STOCKHOLDERS' EQUITY .................................. 4
STATEMENT OF CASH FLOWS ............................................ 5
NOTES TO FINANCIAL STATEMENTS ...................................... 6-7
</TABLE>
<PAGE> 3
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board Of Directors August 20, 1997
Greyhawk Stained Glass, Inc.
Las Vegas, Nevada
I have audited the Balance Sheet of Greyhawk Stained Glass, Inc. (A Development
Stage Company), as of August 15, 1997, and the related Statements of Operations,
Stockholders' Equity and Cash Flows for the period June 10, 1997, (inception) to
August 15, 1997. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Greyhawk Stained Glass, Inc. at
August 15, 1997, and the results of its operations and cash flows for the period
June 10, 1997, (inception) to August 15, 1997, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has suffered losses from operations and has no
established source of revenue. This raises substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Barry L. Friedman
Certified Public Accountant
<PAGE> 4
GREYHAWK STAINED GLASS, INC.
(A Development Stage Company)
August 15, 1997
<TABLE>
<CAPTION>
BALANCE SHEET
<S> <C>
ASSETS
CURRENT ASSETS:
Cash $16,296
Accounts Receivable 500
-------
TOTAL CURRENT ASSETS $16,796
-------
OTHER ASSETS:
Other Assets $ 0
-------
TOTAL OTHER ASSETS $ 0
-------
TOTAL ASSETS $16,796
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: $ 0
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
authorized 50,000,000 shares;
issued and outstanding at
August 15, 1997-85,000 shares 85
Additional paid-in capital 19,915
Deficit accumulated during
development stage -3,204
-------
TOTAL STOCKHOLDER'S EQUITY 16,796
-------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $16,796
=======
</TABLE>
See accompanying notes to financial statements.
-2-
<PAGE> 5
Greyhawk Stained Glass, Inc.
(A Development Stage Company)
June 10, 1997 (Inception) to August 15, 1997
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
<S> <C>
INCOME:
Revenue $ 0
--------
EXPENSES:
General, Selling
and Administrative $ 3,204
--------
TOTAL EXPENSES $ 3,204
--------
NET LOSS $ -3,204
========
NET LOSS
PER SHARE $-0.2848
========
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 11,250
========
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE> 6
Greyhawk Stained Glass, Inc.
(A Development Stage Company)
August 15, 1997
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
accumulated
Common Stock Additional during
------------ paid-in development
Shares Amount capital stage
------- ------- ------- -----------
<S> <C> <C> <C> <C>
June 27, 1997
issued for cash 10,000 $10 $ 4,990 $ 0
August 15, 1997
issued for cash
(Note 1) 75,000 75 14,925
Net loss, June 10,
1997(inception)
to August 15, 1997 -3,204
------- --- ------- -------
Balance, August
15, 1997 85,000 $85 $19,915 $-3,204
======= === ======= =======
</TABLE>
See accompanying notes to financial statements.
-4-
<PAGE> 7
Greyhawk Stained Glass, Inc.
(A Development Stage Company)
June 10, 1997 (Inception) to August 15, 1997
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
<S> <C>
Cash Flows from
Operating Activities:
Net loss $ -3,204
Cash Flows from
Investing Activities: 0
Increase in Accounts
Receivable -500
Cash Flows from
Financing Activities:
Issuance of common stock for cash +20,000
--------
Net increase in cash $+16,296
Cash, June 10, 1997 0
--------
Cash, August 15, 1997 $ 16,296
========
</TABLE>
See accompanying notes to financial statements.
-5-
<PAGE> 8
Greyhawk Stained Glass, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 15, 1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized June 10, 1997, under the laws of the State of Nevada,
as Greyhawk Stained Glass, Inc. The Company has no operations and in accordance
with SFAS #7, the Company is considered a development stage company.
On June 27, 1997, the company issued 10,000 shares of its $0.001 par value
common stock for $ 5,000.
On August 15, 1997, the Company successfully completed an offering of its common
stock under Regulation D, Rule 504 for 75,000 common shares of stock at $ 0.20
per share or $15,000.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of shares of
common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid since inception.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through a merger with an existing operating company.
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
-6-
<PAGE> 9
Greyhawk Stained Glass, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Con't)
August 15, 1997
NOTE 5 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.
-7-
<PAGE> 1
EXHIBIT E
[NOVA PETROLEUM RESOURCE CORP. LETTERHEAD]
August 13, 1997
Mr. Mike Childers
Pilares Oil & Gas, Inc.
S 1" & Willis
Abilene, Texas
RE: EXECUTIVE SUMMARY GLASS MTNS LEASE "AENW" PROPERTY PLUS WARDLAW LEASE
PROPERTY RESERVES AND SEC_SX_10 VALUATION
Dear Mr. Childers;
As per your request of Nova.
Property: GLASS MTNS LEASE "AENW" PLUS WARDLAW LEASE
Acres: + \- 1,280 acres (2 sections)
Location: Pecos & Concho Counties, Texas U.S.A.
Number of Wells to be Drilled: 16 Total
Production Expected: Natural Gas
Reserves and Valuation (un-risked): at $2.00 MCFG:
NET RESERVES (MCF): 32,847,424
NET PRESENT VALUE AT 10% DISCOUNT (UN-RISKED): $ 20,704,058
Respectfully
/s/ Joseph V. Rochefort
- - - --------------------------------
Joseph V. Rochefort
CPG # 3358; SIPES # 1901
<PAGE> 2
[NOVA PETROLEUM RESOURCE CORP. LETTERHEAD]
August 13, 1997
Mr. Charles M. Childers
Pilares Oil & Gas, Inc.
Abilene, Texas 79605
RE: Wardlaw Gas Development Project (SEC-SX): Paint Rock Field
Reserves, Economic Analysis and Cash Flow Projections
Dear Mr. Childers;
The Wardlaw Gas Development Project consist of 1 Proven Developed Producing
gas well ( # 2-C) which has Proven Developed Non-Produced pay zones remaining to
be produced by reworking the # 2-C wellbore and 8 Proven UnDeveloped Gas wells
which remain to be drilled.
SUMMARY OF WARDLAW PROJECT FULL DEVELOPMENT (SEC-SX)
<TABLE>
<CAPTION>
Reserves Net Oil Net Gas NPV @ 10 % Disc.
- - - -------- Bbls MCF $ USD
---- --- ----------------
<S> <C> <C> <C>
PDP+ PDNP
+ PUD 8,416,964 $ 5,829,326
NPV @ 10 % Disc. : $ 5,829,326
</TABLE>
/s/ JOSEPH V. ROCHEFORT
<PAGE> 3
[NOVA PETROLEUM RESOURCE CORP. LETTERHEAD]
August 13, 1997
Mr. Mike Childers
Pilares Oil & Gas, Inc.
S 1" & Willis
Abilene, Texas
RE: SUMMARY GLASS MTNS LEASE "AENW" PROPERTY
Dear Mr. Childers;
As per your request of Nova: Summary of reserves and property valuation.
Property: GLASS MTNS LEASE "AENW" PROPERTY
Acres: +\- 640 acres (1 section)
Location: Pecos County, Texas U.S.A.
All of Sections 24 T.T. RR Co. Blk 170 of Pecos County, Texas
Number of Wells to be Drilled: 7 Total 11 Delineation Development Wells.
Production Expected: Caballos Gas; Wolfcamp Gas; possible L. Paleozoic Gas
Lease "AENW" Reserves Value (un-risked): at $ 2.00 MCFG:
NET PRESENT VALUE AT 10% DISCOUNT (UN-RISKED): *********** $ 14,874,732
Respectfully
/s/ JOSEPH V. ROCHEFORT
- - - --------------------------------------
Joseph V. Rochefort
CPG # 3358; SIPES # 1901
Encl: Economics evaluation (3 pages)
<PAGE> 1
EXHIBIT F
ASSIGNMENT AND AGREEMENT
THIS ASSIGNMENT AND AGREEMENT is made as of the 21st day of November, 1997 by
and between R & R RESOURCES, INC., a Nevada corporation (hereinafter called "the
Company"), and PILARES OIL & GAS, INC., a Texas corporation (hereinafter called
"Pilares").
WITNESSETH:
WHEREAS Pilares is the owner of all of the issued and outstanding shares of
stock, which is three hundred thousand (300,000) shares of stock (hereinafter
called "the Paint Rock Shares"), of PAINT ROCK ENERGY, INC., a Texas corporation
(hereinafter called "Paint Rock").
WHEREAS Pilares wishes to sell to the Company, and the Company wishes to
purchase from Pilares the Paint Rock Shares, in consideration of and in exchange
for the issuance and delivery by the Company to Pilares of three million one
hundred eighty-five thousand two hundred thirty (3,185,230) shares of the
Company's common stock having a par value of $0.001 per share (hereinafter
called "the Subject Company Shares") on the terms and conditions hereinafter set
forth; and
WHEREAS it is the intention of the parties that the exchange of stock herein
provided for be treated as a Type "B" reorganization in compliance with the
requirements of Section 368 of the Internal Revenue Code of 1954, as amended ;
WHEREAS the transactions involving the offer and sale by the Company to Pilares
of the Subject Company Shares are intended to be in accordance with (1) the
exemption of exemptions from registration under the Securities and Exchange Act
of 1933, as amended (hereinafter called "the Act"), under Section 3(b) and/or
4(2) of the Act and/or Regulation D (hereinafter called "Regulation D")
promulgated thereunder by the United States Securities and Exchange Commission
(hereinafter called "the Commission") and/or Section 4(6) of the Act; and (2)
the exemption from registration provided by Section 90.530(11) of Nevada
Revised Statutes; and
WHEREAS the transactions involving the offer and sale by Pilares to the Company
of the Pilares Shares are intended to be in accordance with (1) the exemption
from registration under Section 4(1) of the Act and (2) the exemption from
registration provided by Section 90.530(1) of Nevada Revised Statutes;
NOW THEREFORE, the parties hereto, in consideration of the promises and
covenants hereinafter contained, hereby agree as follows:
1. Plan of Reorganization. It is the intention of the parties hereto that all
of the issued and outstanding capital stock of Paint Rock, which is the Paint
Rock Shares, be acquired by the Company in exchange solely for the Company's
voting stock.
2. Exchange of Shares. The Paint Rock Shares shall be and are hereby transferred
to the Company
1
<PAGE> 2
Pilares. The Company hereby acknowledges receipt of the Paint Rock Shares, and
Pilares hereby acknowledges receipt of the Subject Company Shares.
3. Representations of Pilares. Pilares represents and warrants to the Company as
follows:
a. Pilares and Paint Rock were duly organized and are and shall be
validly existing under and pursuant to the laws of the State of Texas with full
power to conduct the business in which it is engaged.
b. This Assignment and Agreement has been duly authorized, executed and
delivered on behalf of Pilares, enforceable in accordance with its terms, and
Pilares has full power and lawful authority to sell the Paint Rock Shares on the
terms and conditions herein set forth.
c. The consummation of the transactions contemplated by this Assignment
and Agreement in compliance with the provisions hereof will not result in any
breach of any of the terms, conditions, or provisions of, or constitute a
default under, or result in the creation of any lein, charge, or encumbrance on,
any property or assets of Pilares pursuant to any indenture, mortgage, deed of
trust, agreement, articles of incorporation, bylaws, contract, or other
instrument to which Pilares is a party or by which Pilares may be bound.
d. Pilares is the sole owner of the Paint Rock Shares appearing of
record in its name. The Paint Rock Shares are free from claims, leins, or other
encumbrances, and Pilares has the unqualified right to transfer the Paint Rock
Shares. The Paint Rock Shares constitute validly issued shares of stock of Paint
Rock, and are fully paid and nonassessable.
e. The audited financial statements of Paint Rock as of August 31, 1997,
were heretofore delivered to the Company, are true and complete statements of
the financial condition of Paint Rock as of that date; there are no substantial
liabilities, either fixed or contingent, that are not reflected in such
financial statements other than contracts or obligations in the usual course of
business; and no such contracts or obligations in the usual course of business
are leins or other liabilities which, if disclosed would alter the financial
condition of Paint Rock as reflected in such financial statements.
f. Since August 31, 1997, there have not been and are not now any
material changes to the financial position of Paint Rock except changes arising
in the ordinary course of business.
g. The following additional documents, delivered to the Company by
Pilares, are true, accurate and complete to the best of Pilares's knowledge,
information and belief: (1) the production run statement with accompanying
letter from Pilares dated October 25, 1997; (2) the reports of Nova Petroleum
Resources Co; Certified Petroleum Geologists and Registered Professional
Engineers, dated August 13, 1997; and (3) the valuations contained the further
letter of Nova Petroleum Resource Corp. dated August 13, 1997, along with the
accompanying Certified Statement of Reserve Values and the Summary of Wardlaw
Project, Concho County, Texas.
h. Paint Rock is in good standing as a Texas corporation.
2
<PAGE> 3
i. The Subject Company Shares have not been registered under the Act in
reliance upon an exemption or exemptions from registration as hereinabove
stated. Pilares is purchasing the Subject Company Shares without being furnished
any offering literature or prospectus. However, during the course of the
transaction which is the subject of this Agreement and prior to the sale of the
Subject Company Shares Pilares had access to the information provided for under
paragraph (b)(2) of Rule 502 of Regulation D.
j. The Subject Company Shares are being acquired solely for Pilares's
own account, for investment, and are not being purchased with a view to or for
resale, distribution, subdivision, or fractionalization thereof, and Pilares has
no present plans to enter into any such contract, undertaking, agreement, or
arrangement or otherwise to act as an "underwriter" as defined in Section 2(11)
of the Act.
k. Pilares acknowledges and is aware of the following:
(1) The Company is a Nevada corporation which was incorporated
on June 10, 1997.
(2) The Subject Company Shares constitute a speculative
investment which involves a degree of risk to Pilares.
(3) Pilares has had access to the information and opportunities
set forth in subparagraph (b) of Rule 502 of Regulation D.
(4) There are restrictions on the transferability of the Subject
Company Shares. The Subject Company Shares will not be, and any holders
of the Subject Company Shares have no rights to require that the Subject
Company Shares be, registered under the Act. Pilares will not be able to
avail itself of the provisions of Rule 144 promulgated by the Commission
under the Act with respect to the resale of the Subject Company Shares
for at least one (1) year from the date of the issuance of the Subject
Company Shares. Accordingly, it may not be possible for Pilares to
liquidate his investment in the Subject Company Shares at the time that
it may wish to do so.
4. Representations of the Company. The Company represents and warrants to
Pilares as follows:
a. The Company, which was incorporated on June 10, 1997, was duly
organized and is and shall be validly existing under and pursuant to the laws of
the State of Nevada with full power to conduct the business in which it intends
to engage.
b. This Assignment and Agreement has been duly authorized, executed and
delivered on behalf of the Company, enforceable in accordance with its terms,
and the Company has full power and lawful authority to sell and issue the
Subject Company Shares on the terms and conditions herein set forth.
3
<PAGE> 4
c. The consummation of the transactions contemplated by this Assignment
and Agreement in compliance with the provisions hereof will not result in any
breach of any of the terms, conditions, or provisions of, or constitute a
default under, or result in the creation of any lien, charge, or encumbrance on,
any property or assets of the Company pursuant to any indenture, mortgage, deed
of trust, agreement, articles of incorporation, bylaws, contract, or other
instrument to which the Company is a party or by which the Company may be bound.
d. There is no litigation presently pending or threatened against the
Company.
e. The total number of shares of stock which the Company is authorized
to issue is fifty million (50,000,000) shares of common stock having a par value
of $0.001 per share.
f. The total number of the issued and outstanding shares of the common
stock of the Company prior to the issuance of the Subject Company Shares is
three million nine hundred ten thousand (3,910,000) shares. Therefore, the
Subject Company Shares, being 3,185,230 shares, when issued and delivered to
Pilares, will represent not less than forty-four percent (44%) of the issued and
outstanding shares of the common stock of the Company.
g. The Subject Company Shares all have voting rights and are fully paid
and nonassessable.
h. The Company is not supplying Pilares with any offering memorandum or
other disclosure documentation under subparagraph (b)(2) of Rule 502 of
Regulation D other than as set forth herein. However, Seller offeree has had
access to the requisite information and opportunities specified in subparagraph
(b)(2) of Rule 502 of Regulation D.
i. No commission or other similar compensation has been or will be paid
or given, directly or indirectly, to a person, other than a broker-dealer
licensed or not required to be licensed in the State of Nevada, for soliciting a
prospective purchaser or securities of the Company in the State of Nevada.
5. Indemnification. The parties hereto agree to and shall indemnify each other
and their successors, assigns, heirs, and personal representatives against any
and all damages resulting from any breach of any representation, warranty, or
agreement set forth in this Assignment and Agreement or the untruth or
inaccuracy thereof. The parties hereto further agree to and shall indemnify each
other and their successors, assigns, heirs, and personal representatives against
any and all debts, liabilities, choices in action, or claims of any nature,
absolute or contingent, resulting from such breach, untruth or inaccuracy. This
indemnity shall survive the closing of the transactions contemplated hereunder
but shall be limited to liabilities of which one party hereto shall receive
notice in writing from the other party or their or its successors and assigns
within five (5) years from the date hereof. Such party or their or its
successors and assigns shall notify the other party or parties of any such
liabilities, breach of warranty, untruth, or inaccuracy of representation or any
claim thereof with reasonable promptness, and such party or parties or their or
its successors and assigns shall have, at their election, the right to
compromise or defend any such matter involving asserted liability through
counsel of their own choosing and at their expense. Such notice and opportunity
to compromise or
4
<PAGE> 5
defend, if applicable, shall be a condition precedent to any liability of such
party under this indemnity. In the event that a party hereto undertakes to
compromise or defend any such liability, then such party shall notify the other
party or their or its successors and assigns shall cooperate with the other
party or parties and their or its counsel in the compromising or defending
against any such liabilities.
6. Survival of Representations. The representations, warranties, and agreements
of the parties hereto contained in this Assignment and Agreement shall not be
discharged or dissolved upon but shall survive the closing hereunder and shall
be unaffected by any investigation made by any party at any time.
7. Notices. Any notices to be given hereunder by one party hereto to the other
party hereto shall be deemed to have been made if personally delivered or sent
by certified mail, return receipt requested, Federal Express, United Parcel
Service, Airborne Express, Express Mail or other overnight mail service, or
facsimile transmission and addressed as follows:
If to the Company: R & R RESOURCES, INC.
9072 Quarrystone Way
Las Vegas, Nevada 89123
With copy its counsel Patrick C. Clary, Chartered
520 South Fourth Street, Suite 360
Las Vegas, Nevada 89101
If to Pilares: Pilares Oil & Gas, Inc.
3241 South First Street
Abilene, Texas 79605
The foregoing addresses may be changed in the same manner as provided
hereinabove for the giving of notices.
8. Attorneys' Fees. If any litigation is commenced between the parties hereto or
their representatives concerning any provisions of this Assignment and Agreement
or the rights and duties of any person or entity in relation to it, the party
prevailing in such litigation shall be entitled, in addition to such other
relief as may be granted, to a reasonable sum as and for her or its attorneys'
fees in such litigation.
9. Counterparts. This Assignment and Agreement may be executed in counterparts
and as executed shall constitute one Assignment and Agreement, binding on both
of the parties to it, notwithstanding that both parties are not signatory to the
original or to the same counterpart.
10. Binding Effect. Except as otherwise provided to the contrary, this
Assignment and Agreement shall be binding upon and inure to the benefit of the
parties signatory to this Assignment and Agreement and their personal
representatives, heirs, successors and assigns.
5
<PAGE> 6
11. Headings. The headings of the paragraphs of this Assignment and Agreement in
no way define, limit, extend or interpret the scope of this Assignment and
Agreement or of any particular paragraph or section.
12. Additional Documents. Each of the parties hereto agrees to execute with
acknowledgment or affidavit, if required, any and all additional documents which
may be necessary or expedient in the consummation of this Assignment and
Agreement and the achievement of its purposes.
13. Validity. If any provision of this Assignment and Agreement is held to be
invalid, the same shall not affect in any respect whatsoever the validity of the
remainder of this Assignment and Agreement.
14. Interpretation. When the context in which words are used in this Assignment
and Agreement indicates that such is the intent, words in the singular number
shall include the plural and in the masculine gender shall include the feminine
and neuter, and vice versa.
15. Applicable Law. It is the intention of the parties that the laws of the
State of Nevada govern the validity of this Assignment and Agreement, the
construction of its terms and conditions, and the interpretation of the rights
and duties of the parties.
16. Integrated Agreement. This Assignment and Agreement constitutes the entire
understanding and agreement among the parties with respect to the subject matter
of it, and there are no agreements, understandings, restrictions,
representations or warranties among the parties other than those set forth or
provided in this Assignment and Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Assignment and
Agreement the day and year first hereinabove written.
R & R RESOURCES, INC.
By /s/ [SIG]
-------------------------------
President
ATTEST:
/s/ [SIG]
- - - --------------------------
Secretary
PILARES OIL & GAS, INC.
By /s/ [SIG]
-------------------------------
ATTEST:
/s/ [SIG]
- - - --------------------------
Secretary
6
<PAGE> 1
EXHIBIT G
MINUTES OF SPECIAL MEETING OF
STOCKHOLDERS
AND
BOARD OF DIRECTORS
OF R & R RESOURCES, INC.
The Special meeting of stockholders and Board of Directors of the R & R
RESOURCES, Inc., was held on November 21, 1997, at 11:00 a.m., at 9072
Quarrystone Way, Las Vegas, NV 89123. A copy of the notice to all shareholders
is attached hereto.
The meeting was called to order by the President. A roll call was taken and
there was 100% of the stock issued and outstanding being represented in person
or by proxy.
The President presented to the shareholders a written asset agreement from
Pilares Oil & Gas, Inc., a Texas corporation. The Board stated it thought it is
in the best interest of the shareholders to approve the agreement and to
authorize and execute all covenants, conditions, agreements and contracts in
full contained therein. A copy of the agreement is attached hereto. Upon motion
duly made, seconded and unanimously carries, it was
RESOLVED, that the company to approve the asset agreement presented by
Pilares Oil & Gas, Inc., a Texas corporation. Furthermore, the agreement
be accepted and that the company should authorize and execute all
covenants, conditions, agreements and contracts in full contained
therein. A copy of the agreement is attached hereto.
RESOLVED, pursuant to the agreement, that Pilares Oil & Gas, Inc., be
issued 3,185,230 shares of restricted common stock in exchange 300,000
shares of Paint Rock Energy, Inc., a Texas corporation. Further, these
shares shall be fully paid and non-assessable.
The President also thought it in the best interest of the company to change the
Resident Agent of the company name to Patrick C. Clary, Esq. and move the Nevada
office to 520 S. Fourth St., Suite 360, Las Vegas, NV 89101. Furthermore, the
Texas office should be 3241 S. Fourth St., Abilene, Texas. Upon motion duly
made, seconded and unanimously carries, it was
RESOLVED, that the company change the Resident Agent of the company name
to Patrick C. Clary, Esq. and move the Nevada office to 520 S. Fourth
St., Suite 360, Las Vegas, NV 89101.
RESOLVED, that the Texas office will be 3241 South Fourth St., Abilene,
Texas 79605.
It would further be in the best interest of the company to accept the
resignations of Shannon Baldino, President/Treasurer/Director and Cathy Souers,
Secretary/Director elect Edward L. Austin, President/Director and Norma G. E.
Eltringham, Secretary/Treasurer/Director.
RESOLVED, that the company accept the resignations of Shannon Baldino,
President/Treasurer/Director and Cathy Souers, Secretary/Director.
RESOLVED, that the company elect Edward L. Austin, President/Director
and Norma G. E. Eltringham, Secretary/Treasurer/Director.
<PAGE> 2
There being no further business to come before the meeting, upon motion duly
made, seconded and unanimously carried, it was adjourned.
This Written Consent may be deemed as original signatures by facsimile
signature.
/s/ CATHY SOUERS
-------------------------------------
Cathy Souers- Secretary
ATTEST:
OLD BOARD NEW BOARD
/s/ SHANNON BALDINO /s/ EDWARD L. AUSTIN
- - - ---------------------------------- ----------------------------------
Shannon Baldino - Director Edward L. Austin - Director
/s/ CATHY SOUERS /s/ NORMA G. E. ELTRINGHAN
- - - ---------------------------------- ----------------------------------
Cathy Souers - Director Norma G. E. Eltringhan - Director
<PAGE> 1
EXHIBIT H
R & R RESOURCES, INC.
Historical Quotes
01/01/98 Through 2/13/98
DATE CLOSE HIGH LOW
- - - ------------ ------------- -------------- -------------
02/19/98 7.50 8.50 7.50
- - - ------------ ------------- -------------- -------------
02/18/98 7.50 8.50 7.50
- - - ------------ ------------- -------------- -------------
02/17/98 8.00 8.00 7.87
- - - ------------ ------------- -------------- -------------
02/13/98 7.50 8.50 7.50
- - - ------------ ------------- -------------- -------------
02/12/98 7.50 8.50 7.50
- - - ------------ ------------- -------------- -------------
02/11/98 7.62 7.75 7.62
- - - ------------ ------------- -------------- -------------
02/10/98 7.00 6.50 7.00
- - - ------------ ------------- -------------- -------------
02/09/98 7.00 6.50 7.00
- - - ------------ ------------- -------------- -------------
02/06/98 7.00 6.50 7.00
- - - ------------ ------------- -------------- -------------
02/05/98 7.00 6.50 7.00
- - - ------------ ------------- -------------- -------------
02/04/98 7.00 6.50 7.00
- - - ------------ ------------- -------------- -------------
02/03/98 7.00 6.50 7.00
- - - ------------ ------------- -------------- -------------
02/02/98 7.00 6.50 7.00
- - - ------------ ------------- -------------- -------------
01/30/98 7.00 6.50 7.00
- - - ------------ ------------- -------------- -------------
01/29/98 7.00 6.50 7.00
- - - ------------ ------------- -------------- -------------
01/28/98 7.00 7.00 7.00
- - - ------------ ------------- -------------- -------------
01/27/98 7.00 8.50 7.00
- - - ------------ ------------- -------------- -------------
01/26/98 7.00 8.50 7.00
- - - ------------ ------------- -------------- -------------
01/23/98 7.00 8.50 7.00
- - - ------------ ------------- -------------- -------------
01/22/98 7.00 8.00 7.00
- - - ------------ ------------- -------------- -------------
01/21/98 6.62 7.00 6.62
- - - ------------ ------------- -------------- -------------
01/20/98 6.12 6.37 5.87
- - - ------------ ------------- -------------- -------------
01/16/98 6.25 7.00 6.25
- - - ------------ ------------- -------------- -------------
01/15/98 6.25 7.00 6.25
- - - ------------ ------------- -------------- -------------
01/14/98 6.50 6.50 6.50
- - - ------------ ------------- -------------- -------------
01/13/98 6.25 7.00 6.25
- - - ------------ ------------- -------------- -------------
01/12/98 7.00 7.00 7.00
- - - ------------ ------------- -------------- -------------
01/09/98 5.00 7.00 5.00
- - - ------------ ------------- -------------- -------------
01/08/98 5.00 7.00 5.00
- - - ------------ ------------- -------------- -------------
01/07/98 5.00 7.00 5.00
- - - ------------ ------------- -------------- -------------
01/06/98 5.00 7.00 5.00
- - - ------------ ------------- -------------- -------------
01/05/98 5.00 7.00 5.00
- - - ------------ ------------- -------------- -------------
01/02/98 5.00 7.00 5.00
- - - ------------ ------------- -------------- -------------
12/31/97 5.00 7.00 5.00
- - - ------------ ------------- -------------- -------------
12/30/97 5.00 7.00 5.00
- - - ------------ ------------- -------------- -------------
12/29/97 5.00 7.00 5.00
- - - ------------ ------------- -------------- -------------
12/26/97 5.00 7.00 5.00
- - - ------------ ------------- -------------- -------------
12/24/97 5.00 7.00 5.00
- - - ------------ ------------- -------------- -------------
12/23/97 5.00 7.00 5.00
- - - ------------ ------------- -------------- -------------
12/19/97 6.50 7.00 6.50
- - - ------------ ------------- -------------- -------------
12/18/97 7.00 7.00 7.00
- - - ------------ ------------- -------------- -------------
12/17/97 6.87 6.76 6.87
- - - ------------ ------------- -------------- -------------
12/15/97 6.50 7.00 6.50
- - - ------------ ------------- -------------- -------------
12/12/97 7.00 7.00 7.00
- - - ------------ ------------- -------------- -------------
12/11/97 6.50 7.00 6.50
- - - ------------ ------------- -------------- -------------
12/10/97 6.50 7.00 6.50
- - - ------------ ------------- -------------- -------------
<PAGE> 1
EXHIBIT I
ARTICLES OF INCORPORATION
of
Greyhawk Stained Glass, Inc.
Know all men by these present;
That the undersigned, have this day voluntarily associated ourselves together
for the purpose of forming a corporation under and pursuant to the provisions of
Nevada Revised Statutes 78.010. to Nevada Revised Statues 78.090 inclusive, as
amended, and certify that;
1. The name of this corporation is:
Greyhawk Stained Glass, Inc.
2. Offices for the transaction of any business of the Corporation, and
where meetings of the Board of Directors and of Stockholders may be
held, may be established and maintained in any part of the State of
Nevada, or in any other state, territory, or possession of the United
States.
3. The nature of the business is to engage in any lawful activity.
4. The Capital Stock shall consist of 50,000,000 shares of common stock,
$0.001 par value.
5. The members of the governing board of the corporation shall be styled
directors, of which there shall be no less than 1 nor more than 9. The
Directors of this corporation need not be stockholders. The first Board
of Directors is: Shannon Baldino whose address is 9072 Quarrystone Way,
Las Vegas, NV 89123.
6. This corporation shall have perpetual existence.
<PAGE> 2
7. The name and address of each of the incorporators signing these Articles
of Incorporation are as follows: Cathy Souers whose address is 1004
Coral Isle Way, Las Vegas, NV 89108.
8. This Corporation shall have a president, a secretary, a treasurer, and a
resident agent, to be chosen by the Board of Directors, any person may
hold two or more offices.
9. The resident agent of this Corporation shall be Cathy Souers whose
address is 1004 Coral Isle Way, Las Vegas, NV 89108.
10. The Capital Stock of the corporation, after the fixed consideration
thereof has been paid or performed, shall not be subject to assessment,
and the individual liable for the debts and liabilities of the
Corporation, and the Articles of Incorporation shall never be amended as
the aforesaid provisions.
11. No director or officer of the corporation shall be personally liable to
the corporation of any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of
any such director or officer provided, however, that the foregoing
provision shall not eliminate or limit the liability of a director or
officer for acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law, or the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes. Any repeal
or modification of this Article of the Stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation
on the personal liability of a director of officer of the Corporation
for acts or omissions prior to such repeal or modification.
<PAGE> 3
I, the undersigned, being the incorporator herein above named for the purpose of
forming a corporation pursuant to the general corporation law of the State of
Nevada, do make and file these Articles of Incorporation, hereby declaring and
certifying that the facts within stated are true, and accordingly have hereunto
set my hand this _____ day of ________, 199___.
-----------------------------------
Cathy Souers
1004 Coral Isle
Las Vegas, NV 89108
State of NEVADA )
)ss
County of CLARK )
On _______________________, personally appeared before me, a notary public,
personally known to me to be the person whose name is subscribed to the above
instrument who acknowledged that he/she executed the instrument.
--------------------------------
Signature
<PAGE> 4
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
In the matter of Greyhawk Stained Glass, Inc. I, Cathy Souers, with address at:
1004 Coral Isle, City of LAS VEGAS, County of CLARK, State of NEVADA 89108,
hereby accept appointment as Resident Agent of the above-entitled corporation in
accordance with NRS 78.090.
FURTHERMORE, that the principal office in this State is located at 9072
Quarrystone, City of LAS VEGAS, County of CLARK, State of NEVADA 89108.
IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of
________________________, 199___.
------------------------------------
RESIDENT AGENT
NRS 78.090 Except any period of vacancy described in NRS 78.097, every
corporation shall have a resident agent, who may wither a natural person or a
corporation, resident or located in this state, in charge of its principal
office. The resident agent may be any bank or banking corporation, or other
corporation, located and doing business in this state...The certificate of
acceptance must be filed at the time of the initial filing of the corporate
papers.
<PAGE> 1
FILED EXHIBIT J
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
Nov 12 1997
No. C12.333-97 CATHY SOUERS of Greyhawk Stained Glass, Inc.
-------------------- --------------------------------
/s/ DEAN HILLER Secretary or Name of Corporation
Dean Hiller, Assistant Secretary
Secretary of State
We the undersigned Shannon Baldino
---------------------------------------------------------
President or Vice President
and Cathy Souers of Greyhawk Stained Glass, Inc.
--------------------------------- -------------------------------------
Secretary or Assistant Secretary Name of Corporation
do hereby certify:
That the board of Directors of said corporation at a meeting duly convened and
held on the 12th day of Nov., 1997, adopted a resolution to amend the original
articles as follows:
Article I is hereby amended to read as follows:
I. The name of the corporation shall be R & R Resources, Inc.
The said change(s) and amendment has been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class of
stock outstanding and entitled to vote thereon.
/s/ SHANNON BALDINO
----------------------------------------
President or Vice President
/s/ CATHY SOUERS
----------------------------------------
Secretary or Assistant Secretary
State of Nevada
----------------------
County of Clark
--------------------
On Nov. 12, 1997 personally appeared before me, a Notary Public,
-------------------------
Shannon Baldino & Cathy Souers , who acknowledged that he/she executed the
- - - ---------------------------------
above document.
/s/ STACY L. EWING
---------------------------------------
[Stamp/Seal] Notary Public
<PAGE> 1
EXHIBIT K
BY-LAWS
OF
GREYHAWK STAINED GLASS, INC.
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of the Company shall be
held at its office in the City of Las Vegas, Clark County, Nevada, at 10:00
o'clock in the Morning on the tenth day of June in each year, if not a legal
holiday, and if a legal holiday, then on the next succeeding day not a legal
holiday, for the purpose of electing directors of the company to serve during
the ensuing year and for the transaction of such other business as may be
brought before the meeting.
At least five days' written notice specifying the time and place, when and
where, the annual meeting shall be convened, shall be mailed in a United States
Post Office addressed to each of the stockholders of record at the time of
issuing the notice at his or her, or its address last known, as the same appears
on the books of the company.
SECTION 2. Special meetings of the stockholders may be held at the office of
the company in the State of Nevada, or elsewhere, whenever called by the
President, or by the Board of Directors, or by vote of, or by an instrument in
writing signed by the holders of 10% of the issued and outstanding capital stock
of the company. At least ten days' written notice of such meeting, specifying
the day and hour and place, when and where such meeting shall be convened, and
objects for calling the same, shall be mailed in a United States Post Office,
addressed to each of the stockholders of record at the time of issuing the
notice, at his or her or its address last known, as the same appears on the
books of the company.
SECTION 3. If all the stockholders of the company shall waive notice of a
meeting, no notice of such meeting shall be required, and whenever all of the
stockholders shall meet in person or by proxy, such meeting shall be valid for
all purposes without call or notice, and at such meeting any corporate action
may be taken.
The written certificate of the officer or officers calling any meeting
setting forth the substance of the notice, and the time and place of the mailing
of the same to the several stockholders, and the respective addresses to which
the same were mailed, shall be prima facie evidence of the manner and fact of
the calling and giving such notice.
If the address of any stockholder does not appear upon the books of the
company, it will be sufficient to address any notice to such stockholder at the
principal office of the corporation.
SECTION 4. All business lawful to be transacted by the stockholders of the
company, may be transacted at any special meeting or at any adjournment thereof.
Only such business, however, shall be acted upon at special meeting of the
stockholders as shall have been referred to in the notice calling such meetings,
but at any stockholders' meeting at which all of the outstanding capital stock
of the company is represented, either in person or by proxy, any lawful business
may be transacted, and such meeting shall be valid for all purposes.
SECTION 5. At the stockholders' meetings the holders of fifty-one percent
(51 %) in amount of the entire issued and outstanding capital stock of the
company, shall constitute a quorum for all purposes of such meetings.
-1-
<PAGE> 2
If the holders of the amount of stock necessary to constitute a quorum shall
fail to attend, in person or by proxy, at the time and place fixed by these
By-Laws for any annual meeting, or fixed by a notice as above provided for a
special meeting, a majority in interest of the stockholders present in person or
by proxy may adjourn from time to time without notice other than by announcement
at the meeting, until holders of the amount of stock requisite to constitute a
quorum shall attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted as
originally called.
SECTION 6. At each meeting of the stockholders every stockholder shall be
entitled to vote in person or by his duly authorized proxy appointed by
instrument in writing subscribed by such stockholder or by his duly authorized
attorney. Each stockholder shall have one vote for each share of stock standing
registered in his or her or its name on the books of the corporation, ten days
preceding the day of such meeting. The votes for directors, and upon demand by
any stockholder, the votes upon any question before the meeting, shall be viva
voce.
At each meeting of the stockholders, a full, true and complete list, in
alphabetical order, of all the stockholders entitled to vote at such meeting,
and indicating the number of shares held by each, certified by the Secretary of
the Company, shall be furnished, which list shall be prepared at least ten days
before such meeting, and shall be open to the inspection of the stockholders, or
their agents or proxies, at the place where such meeting is to be held, and for
ten days prior thereto. Only the persons in whose names shares of stock are
registered on the books of the company for ten days preceding the date of such
meeting, as evidenced by the list of stockholders, shall be entitled to vote at
such meeting. Proxies and powers of Attorney to vote must be filed with the
Secretary of the Company before an election or a meeting of the stockholders, or
they cannot be used at such election or meeting.
SECTION 7. At each meeting of the stockholders the polls shall be opened and
closed; the proxies and ballots issued, received, and be taken in charge of, for
the purpose of the meeting, and all questions touching the qualifications of
voters and the validity of proxies, and the acceptance or rejection of votes,
shall be decided by two inspectors. Such inspectors shall be appointed at the
meeting by the presiding officer of the meeting.
SECTION 8. At the stockholders' meetings, the regular order of business
shall be as follows:
1. Reading and approval of the Minutes of previous meeting or meetings;
2. Reports of the Board of Directors, the President, Treasurer and
Secretary of the Company in the order named;
3. Reports of Committee;
4. Election of Directors;
5. Unfinished Business;
6. New Business;
7. Adjournment.
-2-
<PAGE> 3
ARTICLE II
DIRECTORS AND THEIR MEETINGS
SECTION 1. The Board of Directors of the Company shall consist of no less
than one person who shall be chosen by the stockholders annually, at the annual
meeting of the Company, and who shall hold office for one year, and until their
successors are elected and qualify.
SECTION 2. When any vacancy occurs among the Directors by death,
resignation, disqualification or other cause, the stockholders, at any regular
or special meeting, or at any adjourned meeting thereof, or the remaining
Directors, by the affirmative vote of a majority thereof, shall elect a
successor to hold office for the unexpired portion of the term of the Director
whose place shall have become vacant and until his successor shall have been
elected and shall qualify.
SECTION 3. Meeting of the Directors may be held at the principal office of
the company in the state of Nevada, or elsewhere, at such place or places as the
Board of Directors may, from time to time, determine.
SECTION 4. Without notice or call, the Board of Directors shall hold its
first annual meeting for the year immediately after the annual meeting of the
stockholders or immediately after the election of Directors at such annual
meeting.
Regular meetings of the Board of Directors shall be held at the office of
the company in the City of Las Vegas , State of Nevada on 13th of October at
10:00 o'clock in the Morning. Notice of such regular meetings shall be mailed to
each Director by the Secretary at least three days previous to the day fixed for
such meetings, but no regular meeting shall be held void or invalid if such
notice is not given, provided the meeting is held at the time and place fixed by
these By-Laws for holding such regular meetings.
Special meetings of the Board of Directors may be held on the call of the
President or Secretary on at least three days notice by mail or telegraph.
Any meeting of the Board, no matter where held, at which all of the members
shall be present, even though without or of which notice shall have been waived
by all absentees, provided a quorum shall be present, shall be valid for all
purposes unless otherwise indicated in the notice calling the meeting or in the
waiver of notice.
Any and all business may be transacted by any meeting of the Board of
Directors, either regular or special.
SECTION 5. A majority of the Board of Directors in office shall constitute a
quorum for the transaction of business, but if at any meeting of the Board there
be less than a quorum present, a majority of those present may adjourn from time
to time, until a quorum shall be present, and no notice of such adjournment
shall be required. The Board of Directors may prescribe rules not in conflict
with these By-Laws for the conduct of its business; provided, however, that in
the fixing of salaries of the officers of the corporation, the unanimous action
of all of the Directors shall be required.
SECTION 6. A Director need not be a stockholder of the corporation.
SECTION 7. The Directors shall be allowed and paid all necessary expenses
incurred in attending any meeting of the Board, but shall not receive any
compensation for their services as Directors until such time as the company is
able to declare and pay dividends on its capital stock.
-3-
<PAGE> 4
SECTION 8. The Board of Directors shall make a report to the stockholders at
annual meetings of the stockholders of the condition of the company, and shall,
at request, furnish each of the stockholders with a true copy thereof.
The Board of Directors in its discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders called for
the purpose of considering any such contract or act, which, it approved, or
ratified by the vote of the holders of a majority of the capital stock of the
company represented in person or by proxy at such meeting, provided that a
lawful quorum of stockholders be there represented in person or by proxy, shall
be valid and binding upon the corporation and upon all the stockholders thereof,
as if it had been approved or ratified by every stockholder of the corporation.
SECTION 9. The Board of Directors shall have the power from time to time to
provide for the management of the offices of the company in such manner as they
see fit, and in particular from time to time to delegate any of the powers of
the Board in the course of the current business of the company to any standing
or special committee or to any officer or agent and to appoint any persons to
be agents of the company with such powers (including the power to subdelegate),
and upon such terms as may be deemed fit.
SECTION 10. The Board of Directors is vested with the complete and
unrestrained authority in the management of all the affairs of the company, and
is authorized to exercise for such purpose as the General Agent of the Company,
its entire corporate authority.
SECTION 11. The regular order of business at meetings of the Board of
Directors shall be as follows:
1. Reading and approval of the minutes of any previous meeting or meetings;
2. Reports of officers and committeemen;
3. Election of officers;
4. Unfinished business;
5. New business;
6. Adjournment.
-4-
<PAGE> 5
ARTICLE III
OFFICERS AND THEIR DUTIES
SECTION 1. The Board of Directors, at its first and after each meeting after
the annual meeting of stockholders, shall elect a President, a Vice-President, a
Secretary and a Treasurer, to hold office for one year next coming, and until
their successors are elected and qualify. The offices of the Secretary and
Treasurer may be held by one person.
Any vacancy in any of said offices may be filled by the Board of Directors.
The Board of Directors may from time to time, by resolution, appoint such
additional Vice-Presidents and additional Assistant Secretaries, Assistant
Treasurer and Transfer Agents of the company as it may deem advisable; prescribe
their duties, and fix their compensation, and all such appointed officers shall
be subject to removal at any time by the Board of Directors. All officers,
agents, and factors of the company shall be chosen and appointed in such manner
and shall hold their office for such terms as the Board of Directors may by
resolution prescribe.
SECTION 2. The President shall be the executive officer of the company and
shall have the supervision and, subject to the control of the Board of
Directors, the direction of the Company's affairs, with full power to execute
all resolutions and orders of the Board of Directors not especially entrusted to
some other officer of the company. He shall be a member of the Executive
Committee, and the Chairman thereof; he shall preside at all meetings of the
Board of Directors, and at all meetings of the stockholders, and shall sign the
Certificates of Stock issued by the company, and shall perform such other duties
as shall be prescribed by the Board of Directors.
SECTION 3. The Vice-President shall be vested with all the powers and
perform all the duties of the President in his absence or inability to act,
including the signing of the Certificates of Stock issued by the company, and he
shall so perform such other duties as shall be prescribed by the Board of
Directors.
SECTION 4. The Treasurer shall have the custody of all the funds and
securities of the company. When necessary or proper he shall endorse on behalf
of the company for collection checks, notes, and other obligations; he shall
deposit all monies to the credit of the company in such bank or banks or other
depository as the Board of Directors may designate; he shall sign all receipts
and vouchers for payments made by the company, except as herein otherwise
provided. He shall sign with the President all bills of exchange and promissory
notes of the company; he shall also have the care and custody of the stocks,
bonds, certificates, vouchers, evidence of debts, securities, and such other
property belonging to the company as the Board of Directors shall designate; he
shall sign all papers required by law or by those By-Laws or the Board of
Directors to be signed by the Treasurer. Whenever required by the Board of
Directors, he shall render a statement of his cash account; he shall enter
regularly in the books of the company to be kept by him for the purpose, full
and accurate accounts of all monies received and paid by him on account of the
company. He shall at all reasonable times exhibit the books of account to any
Directors of the company during business hours, and he shall perform all acts
incident to the position of Treasurer subject to the control of the Board of
Directors.
The Treasurer shall, if required by the Board of Directors, give bond to the
company conditioned for the faithful performance of all his duties as Treasurer
in such sum, and with such surety as shall be approved by the Board of
Directors, with expense of such bond to be borne by the company.
-5-
<PAGE> 6
SECTION 5. The Board of Directors may appoint an Assistant Treasurer who
shall have such powers and perform such duties as may be prescribed for him by
the Treasurer of the company or by the Board of Directors, and the Board of
Directors shall require the Assistant Treasurer to give a bond to the company in
such sum and with such security as it shall approve, as conditioned for the
faithful performance of his duties as Assistant Treasurer, the expense of such
bond to be borne by the company.
SECTION 6. The Secretary shall keep the Minutes of all meetings of the Board
of Directors and the Minutes of all meetings of the stockholders and of the
Executive Committee in books provided for that purpose. He shall attend to the
giving and serving of all notices of the company; he may sign with the President
or Vice-President, in the name of the Company, all contracts authorized by the
Board of Directors or Executive Committee; he shall affix the corporate seal of
the company thereto when so authorized by the Board of Directors or Executive
Committee; he shall have the custody of the corporate seal of the company; he
shall affix the corporate seal to all certificates of stock duly issued by the
company; he shall have charge of Stock Certificate Books, Transfer books and
Stock Ledgers, and such other books and papers as the Board of Directors or the
Executive Committee may direct, all of which shall at all reasonable times be
open to the examination of any Director upon application at the office of the
company during business hours, and he shall, in general, perform all duties
incident to the office of Secretary.
SECTION 7. The Board of Directors may appoint an Assistant Secretary who
shall have such powers and perform such duties as may be prescribed for him by
the Secretary of the company or by the Board of Directors.
SECTION 8. Unless otherwise ordered by the Board of Directors, the President
shall have full power and authority in behalf of the company to attend and to
act and to vote at any meetings of the stockholders of any corporation in which
the company may hold stock, and at any such meetings, shall possess and may
exercise any and all rights and powers incident to the ownership of such stock,
and which as the new owner thereof, the company might have possessed and
exercised if present. The Board of Directors, by resolution, from time to time,
may confer like powers on any person or persons in place of the President to
represent the company for the purposes in this section mentioned.
-6-
<PAGE> 7
ARTICLE IV
CAPITAL STOCK
SECTION 1. The capital stock of the company shall be issued in such manner
and at such times and upon such conditions as shall be prescribed by the Board
of Directors.
SECTION 2. Ownership of stock in the company shall be evidenced by
certificates of stock in such forms as shall be prescribed by the Board of
Directors, and shall be under the seal of the company and signed by the
President or the Vice-President and also by the Secretary or by an Assistant
Secretary.
All certificates shall be consecutively numbered; the name of the person
owning the shares represented thereby with the number of such shares and the
date of issue shall be entered on the company's books.
No certificates shall be valid unless it is signed by the President or
Vice-President and by the Secretary or Assistant Secretary.
All certificates surrendered to the company shall be canceled and no new
certificate shall be issued until the former certificate for the same number of
shares shall have been surrendered or canceled.
SECTION 3. No transfer of stock shall be valid as against the company except
on surrender and cancellation of the certificate therefor, accompanied by an
assignment or transfer by the owner therefor, made either in person or under
assignment, a new certificate shall be issued therefor.
Whenever any transfer shall be expressed as made for collateral security and
not absolutely, the same shall be so expressed in the entry of said transfer on
the books of the company.
SECTION 4. The Board of Directors shall have power and authority to make all
such rules and regulations not inconsistent herewith as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the company.
The Board of Directors may appoint a transfer agent and a registrar of
transfers and may require all stock certificates to bear the signature of such
transfer agent and such registrar of transfer.
SECTION 5. The Stock Transfer Books shall be closed for all meetings of the
stockholders for the period of ten days prior to such meetings and shall be
closed for the payment of dividends during such periods as from time to time may
be fixed by the Board of Directors, and during such periods no stock shall be
transferable.
SECTION 6. Any person or persons applying for a certificate of stock in lieu
of one alleged to have been lost or destroyed, shall make affidavit or
affirmation of the fact, and shall deposit with the company an affidavit.
Whereupon, at the end of six months after the deposit of said affidavit and upon
such person or persons giving Bond of Indemnity to the company with surety to be
approved by the Board of Directors in double the current value of stock against
any damage, loss or inconvenience to the company, which may or can arise in
consequence of a new or duplicate certificate being issued in lieu of the one
lost or missing, the Board of Directors may cause to be issued to such person or
persons a new certificate, or a duplicate of the certificate, so lost or
destroyed. The Board of Directors may, in its discretion refuse to issue such
new or duplicate certificate save upon the order of some court having
jurisdiction in such matter, anything herein to the contrary notwithstanding.
-7-
<PAGE> 8
ARTICLE V
OFFICES AND BOOKS
SECTION 1. The principal office of the corporation, in Nevada shall be at
9072 Quarrystone Way, Las Vegas, and the company may have a principal office in
any other state or territory as the Board of Directors may designate.
SECTION 2. The Stock and Transfer Books and a copy of the By-Laws and
Articles of Incorporation of the company shall be kept at its principal office
in the County of Clark, state of Nevada, for the inspection of all who are
authorized or have the right to see the same, and for the transfer of stock. All
other books of the company shall be kept at such places as may be prescribed by
the Board of Directors.
-8-
<PAGE> 9
ARTICLE VI
MISCELLANEOUS
SECTION 1. The Board of Directors shall have power to reserve over and above
the capital stock paid in, such an amount in its discretion as it may deem
advisable to fix as a reserve fund, and may, from time to time, declare
dividends from the accumulated profits of the company in excess of the amounts
so reserved, and pay the same to the stockholders of the company, and may also,
if it deems the same advisable, declare stock dividends of the unissued capital
stock of the company.
SECTION 2. No agreement, contract or obligation (other than checks in
payment of indebtedness incurred by authority of the Board of Directors)
involving the payment of monies or the credit of the company for more than
$10,000 dollars, shall be made without the authority of the Board of Directors,
or of the Executive Committee acting as such.
SECTION 3. Unless otherwise ordered by the Board of Directors, all
agreements and contracts shall be signed by the President and the Secretary in
the name and on behalf of the company, and shall have the corporate seal thereto
affixed.
SECTION 4. All monies of the corporation shall be deposited when and as
received by the Treasurer in such bank or banks or other depository as may from
time to time be designated by the Board of Directors, and such deposits shall be
made in the name of the company.
SECTION 5. No note, draft, acceptance, endorsement or other evidence of
indebtedness shall be valid or against the company unless the same shall be
signed by the President or a Vice-President, and attested by the Secretary or an
Assistant Secretary, or signed by the Treasurer or an Assistant Treasurer, and
countersigned by the President, Vice-President, or Secretary, except that the
Treasurer or an Assistant Treasurer may, without countersignature, make
endorsements for deposit to the credit of the company in all its duly authorized
depositories.
SECTION 6. No loan or advance of money shall be made by the company to any
stockholder or officer therein, unless the Board of Directors shall otherwise
authorize.
SECTION 7. No director nor executive officer of the company shall be
entitled to any salary or compensation for any services performed for the
company, unless such salary or compensation shall be fixed by resolution of the
Board of Directors, adopted by the unanimous vote of all the Directors voting in
favor thereof.
SECTION 8. The company may take, acquire, hold, mortgage, sell, or otherwise
deal in stocks or bonds or securities of any other corporation, if and as often
as the Board of Directors shall so elect.
SECTION 9. The Directors shall have power to authorize and cause to be
executed, mortgages, and liens without limit as to amount upon the property and
franchise of this corporation, and pursuant to the affirmative vote, either in
person or by proxy, of the holders of a majority of the capital stock issued and
outstanding; the Directors shall have the authority to dispose in any manner of
the whole property of this corporation.
SECTION 10. The company shall have a corporate seal, the design thereof
being as follows:
-9-
<PAGE> 10
ARTICLE VII
AMENDMENT OF BY-LAWS
SECTION 1. Amendments and changes of these By-Laws may be made at any
regular or special meeting of the Board of Directors by a vote of not less than
all of the entire Board, or may be made by a vote of, or a consent in writing
signed by the holders of fifty-one percent (51%) of the issued and outstanding
capital stock.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being the
directors of the above named corporation, do hereby consent to the foregoing
By-Laws and adopt the same as and for the By-Laws of said corporation.
IN WITNESS WHEREOF, we have hereunto set our hands this 10th day of June,
1997.
/s/ Shannon Baldino
- - - ------------------------------------
Shannon Baldino
/s/ Cathy Souers
- - - ------------------------------------
Cathy Souers
-10-
<PAGE> 1
Exhibit L
PAINT ROCK ENERGY, INC.
REPORT ON EXAMINATION OF FINANCIAL STATEMENTS
August 31, 1997
<PAGE> 2
[FOX, BYRD & GOLDEN, P.C. Letterhead]
Board of Directors
Paint Rock Energy, Inc.
Abilene, Texas
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheet of Paint Rock Energy, Inc. (a
development stage company) as of August 31, 1997, and the related statements of
income, stockholders' equity and cash flows for the period from inception
(August 21, 1997) to August 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit in accordance with
standards established by the American Institute of Certified Public Accountants
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit of the financial, statements provides a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Paint Rock Energy, Inc. as of
August 31, 1997, and the results of its operations and cash flows for the
initial period then ended in conformity with generally accepted accounting
principles.
As more fully explained in Note 2, the accompanying balance sheet includes oil
and gas properties stated at $20,703,907. The ultimate recovery of such amount
is dependent on the success of future development of the properties and in the
Company's ability to complete the development.
Fox, Byrd & Golden
September 16, 1997
<PAGE> 3
PAINT ROCK ENERGY, INC.
BALANCE SHEET
(A Development Stage Company)
August 31, 1997
ASSETS
<TABLE>
<S> <C> <C>
ACCOUNT RECEIVABLE $ 322
OIL AND GAS PROPERTIES (Note 2) $ 20,704,058
Less: Accumulated depletion (151) 20,703,907
------------ ------------
$ 20,704,229
============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY
Common stock, $.001 par value,
300,000 shares authorized,
issued and outstanding (Note 3) $ 300
Additional paid in capital 20,704,758
Deficit accumulated during
the development stage (829)
-----------
$ 20,704,229
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE> 4
PAINT ROCK ENERGY, INC.
STATEMENT OF INCOME
(A Development Stage Company)
For the Period From Inception (August 21, 1997) to August 31, 1997
<TABLE>
<S> <C> <C>
REVENUE $ 350
EXPENSES
Salaries $ 1,000
Lease operating 28
Depletion 151 1,179
-------- ---------
NET INCOME (LOSS) $ (829)
=========
NET INCOME (LOSS) PER WEIGHTED SHARE $ (.0028)
=========
WEIGHTED AVERAGE SHARES OUTSTANDING 300,000
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 5
PAINT ROCK ENERGY, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
(A Development Stage Company)
For the Period From Inception (August 21, 1997) to August 31, 1997
<TABLE>
<CAPTION>
Additional Retained
Common Paid-in Earnings
Stock capital (Deficit) TOTAL
----- ------------ ----- ------------
<S> <C> <C> <C> <C>
BALANCE, Beginning of period $ 0 $ 0 $ 0 $ 0
300,000 shares of
common stock issued 300 20,704,758 0 20,705,058
Net loss 0 0 (829) (1,000)
----- ------------ ----- ------------
BALANCE, End of period $ 300 $ 20,704,758 $(829) $ 20,704,229
===== ============ ===== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 6
PAINT ROCK ENERGY, INC.
STATEMENT OF CASH FLOWS
(A Development Stage Company)
For the Period From Inception (August 21, 1997) to August 31, 1997
<TABLE>
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (829)
Adjustment to reconcile net loss to
cash used in operating activity:
Depletion expense 151
Expense incurred in exchange for common stock 1,000
(Increase) in accounts receivable (322)
--------------
Net Cash Used in Operating Activity $ 0
CASH FLOWS FROM INVESTING ACTIVITIES 0
CASH FLOWS FROM FINANCING ACTIVITIES 0
---------------
NET INCREASE IN CASH 0
CASH Beginning of period 0
---------------
CASH, End of period 0
===============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
FINANCING AND INVESTING ACTIVITIES
NOT AFFECTING CASH:
Acquisition of oil and gas properties $ (20,704,058)
Issuance of common stock 20,704,058
---------------
Total Cash Received 0
===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 7
PAINT ROCK ENERGY, INC.
NOTES TO THE FINANCIAL STATEMENT
August 31, 1997
NOTE 1 - ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements include the accounts of Paint Rock Energy, Inc. (the
"Company"), a Texas corporation, which was formed on August 21, 1997. The
Company is a subsidiary of Pilares Oil and Gas, Inc. The Company is primarily a
development stage company and has one producing gas well as of August 31, 1997.
Planned operations of the Company include the exploration and production of oil
and gas in Texas.
The Company uses the successful efforts method of accounting for oil and gas
producing activities. Costs to acquire mineral interests in oil and gas
properties, to drill and equip exploratory wells that find proved reserves, and
to drill and equip development wells are capitalized. Costs to drill exploratory
wells that do not find proved reserves, geological and geophysical costs, and
costs of carrying and retaining unproved properties are expensed.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Significant estimates include the valuation of proved undeveloped reserves and
proved developed reserves related to the oil and gas properties. The oil and gas
properties constitute almost 100% of total assets at August 31, 1997. The
ultimate recovery of proved undeveloped reserves is dependent on the success of
future development of the properties and in the Company's ability to complete
the development.
-6-
<PAGE> 8
PAINT ROCK ENERGY, INC.
NOTES TO TEE FINANCIAL STATEMENT
August 31, 1997
NOTE 2 - OIL AND GAS PROPERTIES
On August 21, 1997, the Company issued 299,999 shares of common stock in
exchange for an assignment of an oil, gas and mineral lease from Pilares Oil and
Gas, Inc. The lease consists of approximately 1,280 acres and is located in
Pecos and Concho Counties, Texas.
The oil and gas property has been appraised by Nova Petroleum Resource Co.,
Certified petroleum Geologists and Registered Professional Engineers, in the
Summary of Reserves and Valuation dated August 13, 1997. The report appraised
the 1,230 acres described above. This report classified the petroleum reserves
as proved undeveloped reserves, and proved developed reserves and supports the
following valuation of the acres:
<TABLE>
<CAPTION>
Net Present Value Net Present Value
Net Oil Net Gas @ 0% Discount @ 10% Discount
(Bbls) (MCF) $ USD $ USD
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Undeveloped 0 32,537,695 $52,050,130 $20,545,724
Developed 308,200 $ 334,052 158,334
-----------
$20,704,058
===========
</TABLE>
The net present value of the oil and gas reserves is based on estimates of
future cash inflows and cash outflows over 30 years. The cash outflows include
direct and indirect production costs. In addition, future cash outflows include
severance and ad valorem taxes but not income taxes. A definition of proved
undeveloped reserves is presented in the Nova Petroleum Resource Company report:
Undeveloped--Reserves that are recoverable from additional wells yet to be
drilled.
Undeveloped reserves are those considered proved for production by
reasonable geological interpretation of adequate subsurface control in
reservoirs that are producing or proved by other wells but are not
recoverable from existing wells. This classification of reserves requires
drilling of additional wells, major deepening of existing wells, or
installation of enhanced recovery or other facilities.
The cost of developed properties that are producing are being amortized using a
unit-of-production method. Depletion expense was $151 for the period ended
August 31, 1997.
NOTE 3 - STOCKHOLDERS' EQUITY
On August 21, 1997, the Company issued one share of common stock for $1,000 in
consideration for services received. On August 21, 1997, the Company also issued
299,999 shares of common stock in exchange for an oil, gas and mineral lease
which has been assigned an amount equivalent to the fair value of the oil and
gas properties received (Note 2).
-7-
