Nevada
|
1311
|
20-8428738
|
||
(State or jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(IRS Employer Identification No.)
|
Title of each
class of securities to be registered |
Amount to be
registered(1) |
Proposed maximum
offering price per share |
Proposed maximum
aggregate offering price |
Amount of
registration fee |
Common Stock |
28,103,310
|
$1.26(2)
|
$35,410,171
|
$1,087.09
|
(1) | The 28,103,310 shares being registered for resale are for shares of our common stock, including (i) 16,641,310 shares previously issued and (ii) 11,462,000 shares issuable upon the exercise of warrants. |
(2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and 457(g) under the Securities Act of 1933, using the average of the high and low prices as reported on the OTCBB on July 30, 2007. |
SEC Registration fee | $ |
1,087
|
||
Accounting fees and expenses | $ |
25,000
|
||
Legal fees and expenses | $ |
40,000
|
||
Printing and engraving expenses | $ |
2,000
|
||
Registrar and transfer agent's fees | $ |
5,000
|
||
Miscellaneous fees and expenses | $ |
1,000
|
||
Total | $ |
74,087
|
* | The selling stockholders will pay any sales commissions or underwriting discounts incurred in connection with the sale of shares registered hereunder. |
Exhibit
Number |
Description of Document
|
|
3(i).1
|
Amended and Restated Articles of Incorporation filed with the Nevada Secretary of State effective as of February 5, 2007 (incorporated by reference to the Registrant's Registration Statement on Form SB-2 filed on August 1, 2007). | |
3(ii).1
|
Bylaws (incorporated by reference to the Registrant's Registration Statement on Form SB-2 filed on August 1, 2007). | |
5.1
|
Opinion of Greenberg Traurig, LLP as to the legality of the securities being offered. (Filed herewith) . | |
10.1
|
Contribution Agreement dated February 1, 2007 by and among the Registrant, JMT Resources, Ltd., REO Energy, Ltd., and Benco Operating, Inc. (incorporated by reference to the Registrant's Form 8-K, filed on February 6, 2007). | |
10.2
|
Form of Subscription Agreement. (incorporated by reference to the Registrant's Registration Statement on Form SB-2 filed on August 1, 2007). | |
10.3
|
Form of Common Stock Purchase Warrant. (incorporated by reference to the Registrant's Registration Statement on Form SB-2 filed on August 1, 2007). | |
10.4
|
Operating Agreement dated February 1, 2007 by and among Rife Energy Operating, Inc. and the Registrant. (incorporated by reference to the Registrant's Registration Statement on Form SB-2 filed on August 1, 2007). | |
10.5
|
Operating Agreement dated February 1, 2007 by and among Texas MOR, Inc. and the Registrant. (incorporated by reference to the Registrant's Registration Statement on Form SB-2 filed on August 1, 2007). | |
10.6
|
Employee Confidentiality and Property Agreement with Scott Allen. (incorporated by reference to the Registrant's Registration Statement on Form SB-2 filed on August 1, 2007). | |
10.7
|
Employee Confidentiality and Property Agreement with Mark S. Zouvas. (incorporated by reference to the Registrant's Registration Statement on Form SB-2 filed on August 1, 2007). | |
10.8
|
Employee Confidentiality and Property Agreement with Brett Bennett. (incorporated by reference to the Registrant's Registration Statement on Form SB-2 filed on August 1, 2007). | |
10.9
|
Purchase Sale Agreement dated June 6, 2007 by and among Cimmarron Gathering, LP. and the Registrant, (incorporated by reference to the Registrant's Form 8-K, filed on June 7, 2007). | |
10.10
|
Purchase and Sale Agreement by and between the Registrant and Vern Wilson Energy, Inc. dated September 28, 2007 (incorporated by reference to the Registrant's Form 8-K filed on October 4, 2007). | |
10.11
|
Purchase and Sale Agreement by and between the Registrant and United Texas Petroleum, Inc. dated December 4, 2007 (incorporated by reference to the Registrant's Form 8-K filed on December 7, 2007). | |
23.1
|
Consent of Killman, Murrell & Co., attached as an exhibit to Amendment No.1 to Form SB-2 filed with the SEC on December 31, 2007. | |
23.2
|
Consent of Forrest A. Garb & Associates, Inc. , attached as an exhibit to Amendment No.1 to Form SB-2 filed with the SEC on December 31, 2007. | |
23.3
|
Consent of Greenberg Traurig, LLP (included in Exhibit 5.1) |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; | |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; notwithstanding the foregoing, any increase or decrease in the of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; | |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; |
(i) | Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter); |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer; | |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and | |
(iv) | Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser. |
(i) | Each prospectus filed by the undersigned small business issuer pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and | |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
REOSTAR ENERGY CORPORATION | |
By: /s/ Mark S. Zouvas | |
Mark S. Zouvas, Chief Executive Officer |
Signature | Title(s) | Date | ||
/s/ Mark S. Zouvas | Chief Executive Officer and Director | January 8, 2008 | ||
Mark S. Zouvas | (Principal Executive Officer) | |||
/s/ Scott D. Allen | Chief Financial Officer (Principal | January 8, 2008 | ||
Scott D. Allen | Financial and Accounting Officer) | |||
Chief Operating Officer and Director | January 8, 2008 | |||
Joe Bill Bennett | ||||
/s/ M. O. Rife III | Chairman of the Board of Directors | January 8, 2008 | ||
M. O. Rife III | ||||
/s/ Jean-Baptiste Heinzer | Director | January 8, 2008 | ||
Jean-Baptiste Heinzer | ||||
/s/ Alan Rae | Director | January 8, 2008 | ||
Alan Rae |