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Small Company Offering Registration (Disclosure Document) Form. This is a Wisconsin form and can be use in Blue Sky Secretary Of State.
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Tags: Small Company Offering Registration (Disclosure Document), U-7, Wisconsin Secretary Of State, Blue Sky
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:
:
Plaintiff(s)
-against-
Calendar No.
:
FORM U-7
DISCLOSURE DOCUMENT
Index No.
JUDICIAL SUBPOENA
:
:
:
Defendant(s)
:
......................................................
Cover Page - Page 1
THE PEOPLE OF THE STATE OF NEW YORK
Place Company Logo (if any) here or to left or right of Company Name
TO
____________________________________________________________________
(Exact name of Company as set forth in Articles of Incorporation or Organizational Documents)
GREETINGS:
Street address of principal office:
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
,
the Honorable
at the
Court
located at
County of
Company Telephone Number:
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
or adjourned date, at Company with respect to witness
Person(s) to contactto testify and give evidence as aoffering:in this action on the part of the
Telephone Number (if different from above):
Type of securities offered:
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
the party on whose
Price per security: $ behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result of your failure to comply.
Sales commission, if any:
%
Witness, Honorable
Minimum number of securities offered:
Court in
County,
day of
Maximum number of securities offered:
Total proceeds:
, one of the Justices of the
, 20
If minimum sold: $
(Attorney must sign above and type name below)
If maximum sold: $
Investment in a small business is often risky. You should not invest any funds in this
offering unless you can afford to lose your entire investment. See for 1 for a discussion of
Attorney(s) Item
the risk factors that management believes present the most substantial risks to you.
The date of this Disclosure Document is
.
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 1
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Cover Page - Page 2
:
Executive Summary :
The Company
Describe the business of the-againstCompany.
Plaintiff(s)
Index No.
Calendar No.
JUDICIAL SUBPOENA
:
:
:
Describe how the Company plans to carry out its activities.
Defendant(s)
:
......................................................
THE PEOPLE OF THE STATE OF NEW YORK
This Company:
Has never conducted operations.
TO [ ]
[]
Is in the development stage.
[]
Is currently conducting operations.
[]
Has shown a profit in the last fiscal year.
GREETINGS:
[]
Other (Specify):
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
(Check at least one, as appropriate) the
,
the Honorable
at
Court
located at
County of
Jurisdiction and date on the
in room
, of formation: of
day
, 20
, at
o'clock in the
noon, and at any recessed
Fiscal year end:
or adjourned date, to testify and give evidence as a witness in this action on the part of the
(month)
(day)
How the Company Will Use Your Money
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
Describe how the Company intends to use the proceeds of this offering.
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result of your failure to comply.
Witness, Honorable
, one of the Justices of the
For more information about howof Company 20 use your money, see Item 30.
the
will
County,
day
,
Court in
The Principal Officers of the Company
The Principal Officers of the Company and their titles are:
(Attorney must sign above and type name below)
Chief Executive Officer:
Chief Operating Officer:
Attorney(s) for
Chief Financial Officer:
For more information about these Officers, see Item 77.
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 2
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Index No.
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The Offering
Plaintiff(s)
Name of Sales Person(s): -againstAddress:
Calendar No.
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JUDICIAL SUBPOENA
:
:
Telephone Number:
:
Is there an impound of proceeds until the minimum is obtained?
Defendant(s)
(See Items 73 - 76)
:
......................................................
Is this offering limited to certain purchasers?
Is transfer of the securities restricted?
[ ] Yes
[ ] Yes
[ ] Yes
[ ] No (See Item 72)
[ ] No
THE PEOPLE OF THE STATE OF NEW YORK
[ ] No
(See Item 53)
TO
This offering is available for sale in the following states:
GREETINGS:
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
You should consider the terms and risks of this offering before you invest. No
,
the Honorable
at the
Court
government regulator is recommending these securities. No government regulator has
located at
County of
verified that this document is accurate or determined that it is adequate. It is a crime for
in room
, on the
, 20
, at
o'clock in the
noon, and at any recessed
anyone to tell you differently. day of
or adjourned date, to testify and give evidence as a witness in this action on the part of the
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result of your failure to comply.
Court in
Witness, Honorable
County,
, one of the Justices of the
day of
, 20
(Attorney must sign above and type name below)
Attorney(s) for
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 3
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Index No.
:
Calendar No.
The Company has included in this Disclosure Document all of its representations
about this offering. If anyone gives you more or different :information, you should ignore it.
JUDICIAL SUBPOENA
Plaintiff(s)
You should rely only on the information in this Disclosure Document.
-against-
:
TABLE OF CONTENTS
:
Page
:
Risk Factors.................................................................................................................................... 6
Defendant(s)
:
Business .and. Properties.................................................................................................................. 6
...... .. ............................................
General Description of the Business
Suppliers
Customer Sales and Orders
Competition
THE PEOPLE OF THE STATE OF NEW YORK
Marketing
Employees
TO
Properties
Research and Development
Governmental Regulation
Company History and Organization
GREETINGS:
Milestones ..................................................................................................................................... 11
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
,
the Honorable
at the
Court
Use of Proceeds............................................................................................................................. 13
located at
County of
Selected Financial Information .....................................................................................................at any recessed
in room
, on the
day of
, 20
, at
o'clock in the
noon, and 14
General
or adjourned date, to testify and give evidence as a witness in this action on the part of the
Capitalization
Dilution
Management’s Discussion and Analysis of Certainis punishable as a contempt of court and will make you liable to
Your failure to comply with this subpoena Relevant Factors.......................................... 17
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
Description of Securities Offered.................................................................................................. 19
result of your failure to comply.
General
Preferred Stock
Witness, Honorable
, one of the Justices of the
Debt Securities
Court Ratio of Earnings to Fixed Charges
in
County,
day of
, 20
How These Securities Will Be Offered and Sold.......................................................................... 22
Company Salespersons
(Attorney must sign above and type name below)
Other Salespersons and Finders
Purchaser Limitations
Impound of Offering Proceeds
Attorney(s) for
Management .................................................................................................................................. 25
Officers and Key Persons of the Company
Directors of the Company
Consultants
Office
Arrangements with Officers, Directors, and Key Persons and P.O. Address
Compensation
Prior Experience
Certain Legal Proceedings
Telephone No.:
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 4
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Index No.
Calendar No.
Outstanding Securities… .............................................................................................................. 31
:
JUDICIAL SUBPOENA
Plaintiff(s)
General
Dividends, Distributions, and Redemptions
-against:
Options and Warrants
Sales of Securities
:
Principal Stockholders .................................................................................................................. 32
:
Management Relationships and Transactions ............................................................................... 33
Defendant(s)
:
Family . . . . . . . . . . . .
. . . . . . . . . . . . Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management Transactions
Litigation ....................................................................................................................................... 35
THE PEOPLE OF THE STATE OF NEW YORK
Tax Aspects................................................................................................................................... 35
TO
Other Material Factors .................................................................................................................. 36
Additional Information.................................................................................................................. 36
GREETINGS:
Signatures...................................................................................................................................... 37
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
List of Exhibits.............................................................................................................................. 38
,
the Honorable
at the
Court
located at
County of
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
or adjourned date, to testify and give evidence as a witness in this action on the part of the
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result of your failure to comply.
Court in
Witness, Honorable
County,
, one of the Justices of the
day of
, 20
(Attorney must sign above and type name below)
Attorney(s) for
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 5
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www.USCourtForms.com
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:
RISK FACTORS
Plaintiff(s)
Index No.
:
Calendar No.
:
JUDICIAL SUBPOENA
1.
List in the order of importance the factors that the Company considers to be the most
-against:
significant risks to an investor.
:
:
Defendant(s)
:
. . . . . . . . . . . . . . . . . . . . . . . . BUSINESS. AND. PROPERTIES
............ ..... ...........
GENERAL DESCRIPTION OF THE BUSINESS
2.
THE PEOPLE OF THE STATE OF NEW YORK
Describe the business of the Company, including its products or services.
TO
3. GREETINGS: how the Company produces or provides these products or services and how and
Describe
when the Company intends to carry out its activities.
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
,
the Honorable
at the
Court
located at
County of
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
or adjourned date, to testify and give evidence as a witness in this action on the part of the
SUPPLIERS
4.
Does the Company have any major supply contracts?
[ ] Yes
[ ] No
Your
If yes, describe. failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result of your failure to comply.
5.
Court in
Witness, Honorable
County,
, one of the Justices of the
day of
, 20
(a)
Is the Company dependent upon a limited number of suppliers?
[ ] Yes
[ ] No
If yes, describe.
(Attorney must sign above and type name below)
5.
Attorney(s) for
(b)
Does the Company expect to be dependent upon a limited number of suppliers?
[ ] Yes
[ ] No
If yes, describe.
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 6
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:
CUSTOMER SALES AND ORDERS
Plaintiff(s)
6.
Index No.
Calendar No.
:
JUDICIAL SUBPOENA
Does the Company have any major sales contracts? [ ] Yes[ ] No
-against:
If yes, describe.
:
:
Defendant(s)
7.
State the total amount of the Company’s sales of products or services for the most recent 12
:
. . . . financial .reporting. period. . . . . . . . . . . . . . . . . . . . . . . . . . . .
........ ....... ......
month
THE PEOPLE OF THE STATE OF NEW YORK
8. TO State the dollar amount of a typical sale.
GREETINGS:
9.
AreWE COMMANDsales seasonalbusiness and excuses being laid aside, ] Noand each of you attend before
the Company’s YOU, that all or cyclical?
[ ] Yes
[ you
If yes,Honorable
explain.
,
the
at the
Court
located at
County of
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
or adjourned date, to testify and give evidence as a witness in this action on the part of the
10.
State the amount of foreign sales as a percent of total sales for last fiscal year. _____%.
Explain theYour failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
nature of these sales, including any anticipated changes.
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result of your failure to comply.
Witness, Honorable
, one of the Justices of the
11.
CourtName any customers that account for, or based upon existing orders will account for, a
in
County,
day of
, 20
major portion (20% or more) of the Company's sales.
(Attorney must sign above and type name below)
12.
State the dollar amount of firm orders.
Attorney(s) for
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 7
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COMPETITION
13.
Plaintiff(s)
(a)
Index No.
Calendar No.
:
JUDICIAL SUBPOENA
Describe the market area in which the business competes or will compete.
-against-
:
:
:
13.
(b)
Name the Company’s principal competitors and indicate their relative size and
Defendant(s)
financial and market strengths.
:
......................................................
THE PEOPLE OF THE STATE OF NEW YORK
14.
(a)
TO [ ] Yes
Does the Company compete, or expect to compete, by price?
[ ] No
If yes, describe its competitive strategy.
GREETINGS:
14.
(b) WE Does the Company that all business and excuses being by service? and each of you attend before
COMMAND YOU, compete, or expect to compete, laid aside, you
[ ] Yes
[ ] No
If yes, describe its competitive strategy.
,
the Honorable
at the
Court
located at
County of
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
or adjourned date, to testify and give evidence as a witness in this action on the part of the
14.
(c)
Does the Company compete, or expect to compete, on some other basis?
[ ] Yes failure[to comply with this subpoena is punishable as a contempt of court and will make you liable to
] No
Your
If yes,party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
the state the basis and describe the Company’s competitive strategy.
result of your failure to comply.
Court in
Witness, Honorable
County,
MARKETING
, one of the Justices of the
day of
, 20
15.
(a)
Describe how the Company plans to market its products signservices type namethe next
(Attorney must or above and during below)
12 months, including who will perform these marketing activities.
Attorney(s) for
15.
(b)
State how the Company will fund these marketing activities.
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 8
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Index No.
:
EMPLOYEES
Plaintiff(s)
Calendar No.
:
JUDICIAL SUBPOENA
16.
(a)
State the number of the Company's present employees by type of employee (i.e.,
-against:
clerical, operations, administrative, etc.).
:
:
Defendant(s)
16.
(b)
State the number of employees the Company anticipates it will have within the next
:
.months.by .type .of. employee. (i.e., .clerical,. operations,. administrative, etc.).
...... .. ... . ........ .... ...... ......... ......
12
THE PEOPLE OF THE STATE OF NEW YORK
TO Describe the Company’s labor relations.
17.
GREETINGS:
18.
IndicateCOMMAND YOU, that all business and excuses being laidprovides or will provide to its before
WE any benefits or incentive arrangements the Company aside, you and each of you attend
employees.
,
the Honorable
at the
Court
located at
County of
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
or adjourned date, to testify and give evidence as a witness in this action on the part of the
PROPERTIES
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
19. party on whose behalf this subpoena was issued for a maximum Company owns or all damages sustained as a
Describe generally the principal properties that the penalty of $50 and leases.
the (a)
result of your failure to comply.
Court in
19.
(b)
Witness, Honorable
County,
, one of the Justices of the
day of
, 20
Indicate what properties the Company intends to acquire or lease.
(Attorney must sign above and type name below)
RESEARCH AND DEVELOPMENT
Attorney(s) for
20.
Indicate the amounts that the Company spent for research and development during its last
fiscal year.
Office and P.O. Address
21.
(a)
fiscal year?
Will the Company expend funds on research and development during the current
[ ] Yes
[ ] No
Telephone No.:
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 9
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:
Index No.
Calendar No.
21
(b)
If yes, how much does the Company plan to spend on research and development
:
JUDICIAL SUBPOENA
Plaintiff(s)
during the current fiscal year?
-against-
21.
(c)
:
:
How does the Company intend to fund these research and development costs?
:
Defendant(s)
:
......................................................
GOVERNMENTAL REGULATION
22.
Is the Company's business subject to material regulation by any governmental
THE (a)
PEOPLE OF THE STATE OF NEW YORK
agency?
[ ] Yes[ ] No
TO
22.
(b)
Are the Company's products or services subject to material regulation by any
governmental agency? [ ] Yes[ ] No
GREETINGS:
22.
(c)
Are the Company's properties subject to material regulation by any governmental
agency? WE [COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
] Yes[ ] No
the Honorable
at the
Court
22.
(d)
located at
County of Explain in detail any “yes” answer to Item 22(a), 22(b), or 22(c), including the
in room
on regulation and its effect or 20
day of
, potential effect upon the Company.
, at
o'clock in the
noon, and at any recessed
nature and extent of, the the
or adjourned date, to testify and give evidence as a witness in this action on the part of the
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
23. party on whose behalf this required to have a licensemaximum penalty of $50 and all damages sustained as a
Is the Company subpoena was issued for a or permit to conduct business?
the (a)
result[of your [failure to comply.
] Yes ] No
23.
(b) Witness, Honorable Company have the required license or permit? of the Justices of the
If yes, does the
, one
]
Court[in Yes[ ] No County,
day of
, 20
23.
(c)
If the answer to Item 23(b) is “yes,” describe the effect on the Company and its
business if it were to lose the license or permit.
(Attorney must sign above and type name below)
23.
(d)
If the Company has not yet acquired a required license or permit, describe the steps
Attorney(s) for
the Company needs to take to obtain the license or permit. Estimate the time it will take to
complete each step.
COMPANY HISTORY AND ORGANIZATION
24.
Office and P.O. Address
Summarize the material events in the development of Telephone No.:
the Company.
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 10
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Index No.
:
Plaintiff(s)
-against-
Calendar No.
:
JUDICIAL SUBPOENA
:
25.
Describe any recent stock split, stock dividend, recapitalization, merger, acquisition, spin:
off, or reorganization.
:
Defendant(s)
:
......................................................
26.
Discuss any pending or anticipated stock split, stock dividend, recapitalization, merger,
acquisition, spin-off, or reorganization.
THE PEOPLE OF THE STATE OF NEW YORK
TO
27.
State the names of any parent, subsidiary, or affiliate of the Company. For each, indicate its
business purpose, its method of operation, its ownership, and whether it is included in the Financial
GREETINGS:
Statements attached to this Disclosure Document.
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
,
the Honorable
at the
Court
located at
County of
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
or adjourned date, to testify and give evidence as a witness in this action on the part of the
MILESTONES
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
the party on whosechronological order the steps management intends to of $50 and all damages sustained as a
28.
Describe in behalf this subpoena was issued for a maximum penalty take to achieve, maintain,
result of your failure to during the 12 months following receipt of the offering proceeds.
or improve profitability comply.
Witness, Honorable
, one of the Justices of time
If management does not expect the Company to achieve profitability during thatthe
Courtdescribe the business objectives of that period 20 the steps management intends to take to
in
County,
day for
, and
period,
achieve those objectives.
Indicate the probable timing of each step and the approximate cost toabove and typeit. below)
(Attorney must sign complete name
Attorney(s) for
29.
(a)
scheduled.
State the anticipated consequences to the Company if any step is not completed as
Office and P.O. Address
29.
(b)
Describe how the Company will deal with these consequences.
Telephone No.:
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 11
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:
Index No.
:
Plaintiff(s)
-against-
Calendar No.
:
JUDICIAL SUBPOENA
:
:
NOTE: After reviewing management's discussion of the steps it intends to take,
potential investors should consider whether achievement of each step within the estimated
:
time frame is realistic. Potential investors should also assess the consequences to the
Defendant(s)
Company of any delays in taking these steps and whether : Company will need additional
the
......................................................
financing to accomplish them.
THE PEOPLE OF THE STATE OF NEW YORK
TO
GREETINGS:
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
,
the Honorable
at the
Court
located at
County of
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
or adjourned date, to testify and give evidence as a witness in this action on the part of the
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result of your failure to comply.
Court in
Witness, Honorable
County,
, one of the Justices of the
day of
, 20
(Attorney must sign above and type name below)
Attorney(s) for
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 12
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COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
Index No.
:
Calendar No.
:
JUDICIAL SUBPOENA
USE OF PROCEEDS
30.
Plaintiff(s)
Show how the Company intends to use the proceeds of this offering:
-against-
:
If Minimum
Sold
Amount
:
%
:
:
Total Proceeds
$ Defendant(s)
100%
......................................................
If Maximum
Sold
Amount
%
$
100%
$
%
Less: Offering Expenses
THE PEOPLE OF THE STATE OF NEW YORK
Commissions and Finders Fees
Legal & Accounting
TO
Copying & Advertising
Other (Specify):
Net Proceeds
GREETINGS: from Offering
$
%
WE COMMAND
Use of Net Proceeds YOU, that all business and excuses being laid aside, you and each of you attend before
,
the Honorable
at the
Court
located at
County of
$
%
$
%
in room
, on the
day of $
, 20
, at %
o'clock in the
noon,% at any recessed
and
$
or adjourned date, to testify and give evidence as a witness in this action on the$
part of the
$
%
%
$
$
%
%
$
$
%
%
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all100%
damages sustained as a
Total Use of Net Proceeds
$
100%
$
result of your failure to comply.
Court(a)
in
31.
Witness, Honorable
, one of the Justices of the
County,
day of of proceeds that must be raised before the Company
, 20
Is there a minimum amount
uses any of the proceeds of this offering?
31.
(b)
offering.
[ ] Yes[ ] No
(Attorney must sign above and type name of this
If yes, describe how the Company will use the minimum Net Proceeds below)
Attorney(s) for
31.
(c)
If the answer to Item 31(a) is “yes,” describe how the Company will use the Net Proceeds
of this offering that exceed the amount of the minimum offering proceeds.
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 13
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COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
:
Index No.
Calendar No.
31.
(d)
If the answer to Item 31(a) is “no,” describe how the Company will use the Net
Proceeds of this offering.
:
JUDICIAL SUBPOENA
Plaintiff(s)
-against-
:
:
32.
(a)
Will the Company use other funds, together with the offering proceeds, to fund any
:
project or activity identified in Item 31?
[ ] Yes[ ] No
Defendant(s)
:
......................................................
32.
(b)
If yes, state the amounts and sources of the other funds.
THE PEOPLE OF THE STATE OF NEW YORK
TO (c)
32.
explain.
Indicate whether the availability of the funds is firm or contingent. If contingent,
GREETINGS:
NOTE:COMMAND YOU,to Item businessinformationbeing laid aside, you and each of you attend before
WE See the answer that all 70 for and excuses about proceeds used to compensate
sales HonorableSee the answer to Items 108 and the for information about proceeds used to
agents.
,
the
at 109
Court
purchase of
Directors, key persons, or principal stockholders or their
County assets from Officers,located at
in room
, on the
day of
, 20
, provided or moneys borrowed. at any recessed
o'clock in the
noon, and
associates or to reimburse them for services previously at
or adjourned date, to testify and give evidence as a witness in this action on the part of the
SELECTED FINANCIAL INFORMATION
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
the party on whose behalf this subpoena was issued for a maximumthis section toand all damages sustained as a
NOTE: The Company has adjusted all numbers in penalty of $50 reflect any stock
result of your failure to comply.
splits or recapitalizations.
Witness, Honorable
GENERAL
Court in
33.
, one of the Justices of the
day of
, 20
What were net, after-tax earnings for the last fiscal year? (If losses, show in parenthesis.)
Total $
Per share
34.
County,
(Attorney must sign above and type name below)
$
Attorney(s) for
If the Company had profits, show offering price as a multiple of earnings.
Offering Price Per Share
Net After-Tax Earnings Per Share for Last Fiscal Year
=
(price/earnings multiple)
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 14
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COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
Index No.
:
Plaintiff(s)
Calendar No.
:
CAPITALIZATION
JUDICIAL SUBPOENA
35.
Indicate the capitalization of the Company as of the most recent balance sheet date, and as
-against:
adjusted to reflect the sale of the minimum and maximum amount of securities in this offering and
the use of the net proceeds from this offering.
:
Amount Outstanding
:
As of:
As Adjusted
Defendant(s)Minimum
/ / (date)
:
Maximum
...
Debt: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term debt
(average interestOF THE STATE OF NEW YORK
%)
$
THE PEOPLE rate
$
$
TO
Long-term debt
(average interest rate
$
$
$
$
$
$
%)
Total debt
GREETINGS:
Stockholders equity (deficit):
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
,
the Honorable
at the
Court
Preferred
value
County of stock - par or stated located at
in room class of preferred – in of
, on the
day
, 20
, at
o'clock in the
noon, and at any recessed
(by
or adjourned date, to testify and give evidence as a witness in this action on the part of the
order of preferences)
_________________________
$
$
$
_________________________
$
$
$
_________________________ with this subpoena is punishable as a contempt of court and will make you liable to
$
$
$
Your failure to comply
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result of your failurepar comply.
Common stock - to or
stated value
$
$
Witness, Honorable
Additional paid in capital
Court in
County,
Retained earnings (deficit)
, one of the Justices of the
$
day of
$
$
, 20
$
$
$
(Attorney must sign above and type name below)
Total stockholders equity (deficit)
$
Total Capitalization
$
$
$
$
$
Attorney(s) for
$
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 15
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COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
Number of preferred shares authorized to be outstanding:
Plaintiff(s)
Number of
-against- Shares Authorized
Class of Preferred
Index No.
:
Calendar No.
:
JUDICIAL SUBPOENA
Par Value
Per Share
:
:
:
$
$
$
Defendant(s)
Number of common shares authorized:
shares. :
. .or. stated .value.per. share,.if .any:. .$. . . . . . . . . . . . . . . . . . . . . . .
. ..... .... .. ..... . ...
Par
Number of common shares reserved to meet conversion requirements or for issuance upon the
exercise of options, THE STATErights: YORK
shares.
THE PEOPLE OF warrants or OF NEW
TO
DILUTION
36.
(a)
The price of the securities in this offering has been arbitrarily determined.
[ ] No
GREETINGS:
[ ] Yes
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
,
the (b)
at the
Court
36. Honorable no, explain the basis on which the price of the securities was determined.
If
located at
County of
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
or adjourned date, to testify and give evidence as a witness in this action on the part of the
37.
(a)
The net tangible book value per share before offering is:
$
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
37.
(b)
For the minimum offering:
result of your failure to comply.
The net tangible book value per share after the minimum offering will be: $
, one
The Witness, of increase in net tangible book value per share as a resultof the Justices of the
amount Honorable
Courtof receipt of cash from purchasers in this offering will be:
in
County,
day of
, 20
$
The dilution per share to purchasers will be:
37.
(c)
For the maximum offering:
$
(Attorney must sign above and type name below)
The net tangible book value per share after the maximum offering will be: $
The amount of increase in net tangible book value perAttorney(s) for
share as a result
of receipt of cash from purchasers in this offering will be:
$
The dilution per share to purchasers will be:
$
Office and P.O. Address
38.
For each share purchased in this offering a purchaser will pay $ __________ but will
receive a share representing only $ _________ in net tangible book value, if the minimum offering
is achieved, or $ _____________ , if the maximum offering is achieved.
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 16
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COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
:
Index No.
Calendar No.
The difference between the amount a purchaser pays : for a share and the amount of net
JUDICIAL SUBPOENA
Plaintiff(s)
tangible book value that share represents is the dilution to the purchaser.
-against-
:
39.
In a table, compare the existing stockholders’ percentage ownership in the Company and the
consideration paid for that ownership with that of purchasers in: this offering.
:
Defendant(s)
Shares Purchased
Total Consideration
:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Amount
...
Number
Percent
Percent
Average
Price
Per Share
Existing holders
New Purchasers:
THE Minimum offering
PEOPLE OF THE STATE OF NEW YORK
Maximum offering
TO
40.
Using the offering price of these securities, what value is the Company’s management
attributing to the entire Company before the offering?
GREETINGS:
$
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
,
the Honorable
at the
Court
NOTE: You should consider at
located carefully whether the Company has this value at the
County of
in room
, on issues you of
day should think aboutatinclude: (1) the risks noon, and at the recessed
, 20
,
o'clock in the
present time. Some the
to which any
or adjourned subject testify and give evidence as a witness in this action on Factors); the the exercise
date, to before it achieves success (see Item 1, Risk the part of (2)
Company is
prices of outstanding options (see Item 101); and (3) the prices that the Company’s Officers,
Directors, and principal stockholders paid for their shares (see Items 104 and 105).
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result of your failure to comply.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CERTAIN
Witness, Honorable
Court in
County,
RELEVANT FACTORS
day of
, one of the Justices of the
, 20
41.
Is the Company having or does the Company anticipate having within the next 12 months
any cash flow or liquidity problems?
[ ] Yes
[ ] No
If yes, explain.
(Attorney must sign above and type name below)
42.
(a)
Is the Company in default of the terms of any Attorney(s) for or other indebtedness
note, loan, lease,
or financing arrangement requiring the Company to make payments?
[ ] Yes
[ ] No
42.
(b)
If yes, explain. Identify the creditor, state the amount in default or the term that the
Office to P.O. Address
Company has not complied with, and describe any consequences and the Company resulting from
each default.
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 17
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COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
Index No.
:
Plaintiff(s)
43.
Calendar No.
:
JUDICIAL SUBPOENA
-against:
Are a significant amount of the Company's trade payables more than 90 days old?
[ ] Yes
[ ] No
:
44.
:
Is the Company subject to any unsatisfied judgments, liens, or settlement obligations?
[ ] Yes
[ ] No
If yes, state the amounts.
Defendant(s)
:
......................................................
45.
Describe how the Company will resolve the problems identified in Items 41 - 44.
THE PEOPLE OF THE STATE OF NEW YORK
TO
46.
(a)
Do the Company's financial statements show losses from operations?
[ ] No
GREETINGS:
[ ] Yes
COMMAND YOU, that all underlying excuses being laid aside, you and each of you has
46.
(b) WE If yes, explain the causes business and these losses and what steps the Company attend before
,
the or is taking
at the
Court
taken Honorable to address these causes.
located at
County of
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
or adjourned date, to testify and give evidence as a witness in this action on the part of the
47.
(a)
Describe any trends in the Company's historical operating results.
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result of your failure to comply.
Witness, Honorable
, one of the Justices of the
47.
(b)
Indicate any changes now occurring in the underlying economics of the Company's
Court in
day of
, 20
business which, in the County, of Management, will have a significant impact upon the Company's
opinion
results of operations within the next 12 months.
(Attorney must sign above and type name below)
47.
(c)
Attorney(s) for
Describe the probable impact on the Company.
47.
(d)
Describe how the Company will deal with this impact.
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 18
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COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
:
Index No.
Calendar No.
48.
(a)
Will the proceeds from this offering and any available funds identified in Item 32
satisfy the Company's cash requirements for the 12 month period after it receives the offering
:
JUDICIAL SUBPOENA
Plaintiff(s)
proceeds?
[ ] Yes
[ ] No
-against-
:
48.
(b)
If no, explain how the Company will satisfy its cash requirements. State whether it
:
will be necessary to raise additional funds. State the source of the additional funds, if known.
:
Defendant(s)
:
......................................................
DESCRIPTION OF SECURITIES OFFERED
THE PEOPLE OF THE STATE OF NEW YORK
GENERAL
TO The securities being offered are:
49.
[]
Common Stock
[]
Preferred or Preference Stock
GREETINGS: ]
[
Notes, Debentures, or Bonds
[]
Limited Liability Company Membership Interests
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
[]
Units of two or more types of securities, composed of:
,
the Honorable
at the
Court
located at
County of
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
[]
Other (specify):
or adjourned date, to testify and give evidence as a witness in this action on the part of the
Your failure
These securitiesto comply with this subpoena is punishable as a contempt of court and will make you liable to
have:
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
resultYes
of your No
failure to comply.
50.
[]
[]
Cumulative voting rights
, one of the Justices of the
[ ] Witness, Honorable
[]
Other special voting rights
Court[in
County,
day of purchase any new issue of shares
, 20
]
[]
Preemptive rights to
[]
[]
Preference as to dividends or interest
[]
[]
Preference upon liquidation
[]
[]
Anti-dilution rights
(Attorney must sign above and type name below)
[]
[]
Other special rights or preferences (specify):
Explain any yes answer.
Attorney(s) for
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 19
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COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
:
Index No.
51.
Are there any restrictions on dividends or other distributions?
If yes, describe.
:
Plaintiff(s)
-against-
Calendar No.
[ ] Yes
[ ] No
JUDICIAL SUBPOENA
:
:
52.
Are the securities convertible?
If yes, state conversion price or formula.
[ ] Yes
[ ] No
:
Defendant(s)
:
......................................................
THE Date when conversion becomes effective: ___/___/___
PEOPLE OF THE STATE OF NEW YORK
Date when conversion expires: ___/___/___
TO
53.
Describe any resale restrictions on the securities and when the restrictions will terminate.
GREETINGS:
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
,
at the
Court
located at
County of
in securities being offered areday of
, on the
, 20
at
o'clock in the
noon, and at any recessed
If theroom
Preference or Preferred ,stock:
or adjourned date, to testify and give evidence as a witness in this action on the part of the
PREFERRED STOCK
the Honorable
54.
Are unpaid dividends cumulative?
[ ] Yes
[ ] No
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
55. party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
Are the securities callable? [ ] Yes
[ ] No
If yes, describe.
the (a)
result of your failure to comply.
Court in
Witness, Honorable
County,
, one of the Justices of the
day of
55.
(b)
Are the securities redeemable?
If yes, describe, including redemption prices.
, 20
[ ] Yes
[ ] No
(Attorney must sign above and type name below)
DEBT SECURITIES
Attorney(s) for
If the securities being offered are notes or other types of debt securities:
Office and P.O. Address
56.
What is the interest rate on the debt securities? ________%
If the interest rate is variable or there are multiple interest rates, describe.
57.
What is the maturity date? ___/___/___
Telephone No.:
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 20
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COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
If the securities will have serial maturity dates, describe.
Plaintiff(s)
-against-
58.
Is there a sinking fund?
Index No.
:
Calendar No.
:
JUDICIAL SUBPOENA
:
[ ] Yes
[ ] No
:
If yes, describe.
:
Defendant(s)
:
......................................................
59.
Is there a trust indenture?
[ ] Yes
[ ] No
If yes, state the name, address, and telephone number of Trustee.
THE PEOPLE OF THE STATE OF NEW YORK
TO
60.
(a)
Are the securities callable?
[ ] Yes
[ ] No
If yes, describe.
GREETINGS:
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
,
the Honorable
at the
Court
60.
(b)
[ ] Yes[ ] No
located at
County of Are the securities redeemable?
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
If yes, describe, including redemption prices.
or adjourned date, to testify and give evidence as a witness in this action on the part of the
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
61. party on whose behalf this subpoena waspersonal property?
[ ] Yes
[ No
the Are the securities secured by real or issued for a maximum penalty of $50 and ]all damages sustained as a
result of your
If yes, describe.failure to comply.
Court in
62.
Witness, Honorable
County,
, one of the Justices of the
day of
, 20
(a)
Are the securities subordinate in right of payment of principal or interest?
[ ] Yes
[ ] No
If yes, explain the terms of the subordination. type name below)
(Attorney must sign above and
Attorney(s) for
62.
(b)
How much currently outstanding indebtedness of the Company is senior to the
securities in right of payment of interest or principal?
$
Office and P.O. Address
63.
How much currently outstanding indebtedness ranks equally with the securities in right of
payment?
$
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 21
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COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
:
64.
Index No.
Calendar No.
How much currently outstanding indebtedness is junior (subordinated) to the securities?
$
:
JUDICIAL SUBPOENA
Plaintiff(s)
-against-
:
RATIO OF EARNINGS TO FIXED CHARGES
:
65.
(a)
If the Company had earnings during its last fiscal year, show the ratio of earnings to
:
fixed charges on an actual and pro forma basis for that fiscal year.
Defendant(s)
:
......................................................
Actual
Last Fiscal
Year
Interim
Period
Pro Forma
Minimum
Maximum
"Earnings"
=
THE PEOPLE OF THE STATE OF NEW YORK
"Fixed Charges"
TO
65.
(b)
If no earnings, show "Fixed Charges" only
GREETINGS:
NOTE: See the Financial Statements and especially the Statement of Cash Flows.
Exercise care COMMAND YOU, that all business and the ratio of laid aside, youfixed charges as a before
WE in interpreting the significance of excuses being earnings to and each of you attend
measure of the "coverage" of debt service. The existence of Court
earnings does not necessarily
,
the Honorable
at the
mean that the Company will have cash available at any given time to pay its obligations. See
located at
County of
in room
, on the
day of
20
,
noon, and they
Items 41 - 48. Prospective purchasers should ,not relyaton this o'clockas a guarantee thatat any recessed
ratio in the
or receive the stated return or the repaymentwitness inprincipal. on the part of the
adjourned date, to testify and give evidence as a of their this action
will
HOW THESE SECURITIES WILL BE OFFERED AND SOLD make you liable to
Your failure to comply with this subpoena is punishable as a contempt of court and will
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result of your failure to comply.
COMPANY SALESPERSONS
Witness, Honorable
, Company employee who
66.
Provide the following information for each Officer, Director, or one of the Justices of the
Court to offer or sell the securities:day of
in
County,
, 20
intends
66.
(a)
Name:
(Attorney must sign above and type name below)
Title:
Address:
Attorney(s) for
Telephone Number:
67.
Describe any compensation that the Company will pay each person Address
Office and P.O. in addition to his or her
customary salary and compensation.
OTHER SALESPERSONS AND FINDERS
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 22
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COURT
COUNTY . .
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:
:
Index No.
Calendar No.
68.
Provide the following information for each salesperson who is not an Officer, Director, or
:
JUDICIAL SUBPOENA
Plaintiff(s)
employee of the Company:
-against-
68.
(a)
:
Name:
:
Company:
:
Defendant(s)
Address:
:
......................................................
Telephone Number:
THE PEOPLE OF THE STATE OF NEW YORK
69.
Provide the following information for each person who is a finder:
TO
69.
(a)
Name:
Company:
GREETINGS:
WE Address:
COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
,
the Honorable
at the
Court
located at
County of Telephone Number:
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
or adjourned date, to testify and give evidence as a witness inpay to each person identified in Items 68
this action on the part of the
70.
Describe all compensation that the Company will
and 69.
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result of your failure to comply.
71.
Describe any material relationships between these sales persons or finders and the Company
or its management. Honorable
Witness,
, one of the Justices of the
Court in
County,
PURCHASER LIMITATIONS
day of
, 20
(Attorney must sign above and type name below)
72.
(a)
Is the offering limited to certain purchasers? [ Attorney(s) for [ ] No
] Yes
72.
72.
(b)
(c)
Is the offering subject to any other purchaser limitations? [ ] Yes
If the answer to either 72(a) or 72(b) is yes, describe the limitation.
[ ] No
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 23
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COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
Index No.
:
IMPOUND OF OFFERING PROCEEDS
Plaintiff(s)
Calendar No.
:
JUDICIAL SUBPOENA
73.
(a)
Will the Company impound the proceeds of the offering until it raises the minimum
-against- [ ] No
:
offering proceeds?
[ ] Yes
:
73.
(b)
If yes, what is the minimum amount of proceeds that the Company must raise and
place in an impound account before the Company can receive and use the proceeds?
:
$
Defendant(s)
:
. . . . .(c) . . . . If. the .answer .to .Item .73(a) .is .“yes,” .state .the .date on which the offering will end if
..
. ... ...... . .... .... . ..... .... .. ..
73.
the Company has not raised the minimum offering proceeds.
date
THE PEOPLE OF THE STATE OF NEW YORK
74.
(a)
TO [ ] Yes
Does the Company reserve the right to extend the impound period?
[ ] No
74.
(b)
If yes, describe the circumstances under which the Company might extend the
impound period.
GREETINGS:
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
,
the Honorable
at the
Court
located at
County of
in
, on the
day of
20
, of
o'clock other
noon, and at any
75. room
State the name, address, and telephone ,number at the bank or in the similar depository recessed
or adjourned date, to testify and give evidence as a witness in this action on the part of the
institution acting as impound agent.
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
resultIf the offering to comply. are returned to investors at the end of the impound period, will the
of your failure proceeds
76.
Company pay any interest earned during the impound period to investors?
[ ] Yes[ ] No
Witness, Honorable
, one of the Justices of the
Court in
County,
day of
, 20
(Attorney must sign above and type name below)
Attorney(s) for
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 24
American LegalNet, Inc.
www.USCourtForms.com
COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
OFFICERS AND KEY PERSONS OF THE COMPANY
-against-
:
Calendar No.
:
MANAGEMENT
Plaintiff(s)
Index No.
JUDICIAL SUBPOENA
:
77.
Provide the following information for each Officer and:key person. The term “key person”
means a person, other than the chief executive officer, chief operating officer, and chief financial
:
officer, who makes a significant contribution to the business of the Company. Identify who
performs the functions of Chief Executive Officer, Chief Operating Officer, and Chief Financial
Defendant(s)
:
Officer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.....
77.
(a)
Name:
Age:
THE PEOPLE OF THE STATE OF NEW YORK
Title:
TO
Office Street Address:
GREETINGS:
Telephone Number:
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
,
the Honorableof employers, titles, and dates of positions held during past five years, with an
at the
Court
Names
located at
County of
indication of job responsibilities.
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
or adjourned date, to testify and give evidence as a witness in this action on the part of the
Education (degrees, schools, and dates):
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result of your failure to comply.
Also a Director of the Company
[ ] Yes
[ ] No
Witness, Honorable
, one of the Justices of the
CourtIndicate amount of time to be spent on Company matters if less than full time:
in
County,
day of
, 20
DIRECTORS OF THE COMPANY
(Attorney must sign above and type name below)
78.
(a)
Number of Directors:
Attorney(s) for
78.
(b)
Are Directors elected annually?
[ ] Yes
[ ] No
If no, explain.
Office and P.O. Address
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 25
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COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
78.
:
Index No.
Calendar No.
(c)
Are Directors elected under a voting trust or other arrangement?
[ ] Yes
[ ] No
If yes, explain.
:
JUDICIAL SUBPOENA
Plaintiff(s)
-against-
:
:
79.
Provide the following information for each Director not:described in Item 77:
79.
Defendant(s)
(a)
Name:
:
......................................................
Age:
Office Street Address:
THE PEOPLE OF THE STATE OF NEW YORK
TO Telephone Number:
Names of employers, titles, and dates of positions held during past five years, with an
indication of job responsibilities.
GREETINGS:
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
,
the Honorable
at the
Court
located at
County of
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
or adjourned date, to testify schools, and dates): a witness in this action on the part of the
and give evidence as
Education (degrees,
CONSULTANTS
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result(a) your Are all to comply. employees of the Company?
of
failure key persons
80.
[ ] Yes
[ ] No
80.
(b) Witness, Honorabledetails of each contract or engagement.
If no, state the
Court in
County,
day of
, one of the Justices of the
, 20
(Attorney must sign above and type name below)
ARRANGEMENTS WITH OFFICERS, DIRECTORS, AND KEY PERSONS
81.
Describe any arrangements to ensure that Officers, Directors, and key persons will remain
Attorney(s) for
with the Company and not compete with the Company if they leave.
Office and P.O. Address
82.
(a)
Describe the impact on the Company if it loses the services of any Officer, Director,
or key person due to death or disability.
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 26
American LegalNet, Inc.
www.USCourtForms.com
COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
Index No.
:
:
Plaintiff(s)
82.
(b)
key person?
Calendar No.
JUDICIAL SUBPOENA
-against:
Has the Company purchased key person life insurance on any Officer, Director, or
[ ] Yes
[ ] No
:
82.
(c)
Has the Company made any arrangements to replace any Officer, Director, or key
:
person it loses due to death or disability?
[ ] Yes
[ ] No
Defendant(s)
:
. . . . .(d) . . . . If. the . . . . . . . to . . . . . .Item . . . . . .or. 82(c). is. “yes,” describe.
..
. . . . answer . . either . . . . 82(b) . . . . . . . . . .
82.
THE PEOPLE OF THE STATE OF NEW YORK
TO
COMPENSATION
83.
List all compensation that the Company paid to its Officers, Directors, and key persons for
the last fiscal year:
GREETINGS:
Cash
Other
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
Chief Executive Officer
$
$
,
the Honorable
at the
Court
Chief Operating Officer
located at
County of
in room Financial ,Officer
on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
Chief
or adjourned date, to testify and give evidence as a witness in this action on the part of the
Key Persons:
Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to
Total:
$
$
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result of your failure to comply.
OfficersWitness, Honorable
as a group
Court(number of persons ___)
in
County,
, one of the Justices of the
day of
, 20
$
$
Directors as a group
(number of persons ___)
Key Persons as a group
(number of persons ___)
84.
$(Attorney must sign above and type name below)
$
$Attorney(s) for
(a)
Has compensation been unpaid in prior years?
[ ] Yes
$
[ ] No
84.
(b)
prior years?
Does the Company owe any Officer, Director, or employee any compensation for
Office and P.O. Address
[ ] Yes
[ ] No
84.
Explain any “yes” answer to Item 84(a) or 84(b).
Telephone No.:
(c)
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 27
American LegalNet, Inc.
www.USCourtForms.com
COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
Index No.
:
Plaintiff(s)
-against-
Calendar No.
:
JUDICIAL SUBPOENA
:
85.
Is compensation expected to change within the next year?
:
If yes, explain.
[ ] Yes
[ ] No
:
Defendant(s)
:
......................................................
86.
(a)
Does the Company have any employment agreements with Officers, Directors, or
key persons?
[ ] Yes
[ ] No
If yes, describe.
THE PEOPLE OF THE STATE OF NEW YORK
TO
86.
(b)
Does the Company plan to enter into any employment agreements with Officers,
Directors, or key persons?
[ ] Yes
[ ] No
If yes, describe.
GREETINGS:
WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before
,
the Honorable
at the
Court
located at
County of
in room
, on the
day of
, 20
, at
o'clock in the
noon, and at any recessed
PRIOR EXPERIENCE
or adjourned date, to testify and give evidence as a witness in this action on the part of the
87.
Has any Officer or Director worked for or managed a company (including a separate
subsidiary or division of a larger enterprise) in the same type of business as the Company?
[ ] Yes failure[to comply with this subpoena is in detail, including relevant dates. will make you liable to
] No
If yes, explain punishable as a contempt of court and
Your
the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a
result of your failure to comply.
Witness, Honorable
, one of the Justices of the
88.
If the Company has never conducted operations or is otherwise in the development
Court(a)
in
County,
day of
, 20
stage, has any Officer or Director managed another company in the start-up or development stage?
[ ] Yes
[ ] No
88.
(b)
(Attorney must sign above and type name below)
If yes, explain in detail, including relevant dates.
Attorney(s) for
CERTAIN LEGAL PROCEEDINGS
Insolvency
Small Company Offering Registration (SCOR) Form
Revised: September 28, 1999
Office and P.O. Address
Telephone No.:
Facsimile No.:
E-Mail Address:
Mobile Tel. No.:
Page - 28
American LegalNet, Inc.
www.USCourtForms.com
COURT
COUNTY . .
. . . . . . . . . .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
:
:
Index No.
Calendar No.
89.
Has a petition for bankruptcy, receivership, or a similar insolvency proceeding been filed by
or against any Officer, Director, or key person within the past five years, or any longer period if
:
JUDICIAL SUBPOENA
Plaintiff(s)
material?
[ ] Yes
[ ] No
-against-
:
90.
Was any Officer, Director, or key person an executive officer, a director, or in a similar
:
management position for any business entity that was the subject of a petition for bankruptcy,
receivership, or similar insolvency proceeding within the past five years, or any longer period if
:
material?
[ ]