The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. The reader should not assume that the information is accurate and complete. |
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D
Notice of Exempt Offering of Securities
| OMB APPROVAL | OMB Number: | 3235-0076 | Estimated average burden | hours per response: | 4.00 |
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1. Issuer's Identity
CIK (Filer ID Number) | Previous Names | | Entity Type |
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0001487336 | | | Corporation | X | Limited Partnership | | Limited Liability Company | | General Partnership | | Business Trust | | Other (Specify) |
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Name of Issuer |
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Gulf South Energy Partners 2010 A LP |
Jurisdiction of Incorporation/Organization |
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DELAWARE |
Year of Incorporation/Organization |
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| Over Five Years Ago | X | Within Last Five Years (Specify Year) | 2010 | | Yet to Be Formed |
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2. Principal Place of Business and Contact Information
Name of Issuer |
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Gulf South Energy Partners 2010 A LP |
Street Address 1 | Street Address 2 |
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305 BARONNE STREET, SUITE 700 |
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
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NEW ORLEANS | LA | 70112 | 504-566-9802 |
3. Related Persons
Last Name | First Name | Middle Name |
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O'Donnell | Terrence | T. |
Street Address 1 | Street Address 2 |
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305 Baronne Street, Suite 700 |
City | State/Province/Country | ZIP/PostalCode |
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New Orleans | LA | 70112 |
Relationship: | | Executive Officer | X | Director | X | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Mettz | David | M. |
Street Address 1 | Street Address 2 |
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305 Baronne Street, Suite 700 |
City | State/Province/Country | ZIP/PostalCode |
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New Orleans | LA | 70112 |
Relationship: | X | Executive Officer | X | Director | X | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Flanagan | Timothy | J. |
Street Address 1 | Street Address 2 |
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305 Baronne Street, Suite 700 |
City | State/Province/Country | ZIP/PostalCode |
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New Orleans | LA | 70112 |
Relationship: | X | Executive Officer | X | Director | X | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Bories | Robert | A. |
Street Address 1 | Street Address 2 |
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305 Baronne Street, Suite 700 |
City | State/Province/Country | ZIP/PostalCode |
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New Orleans | LA | 70112 |
Relationship: | X | Executive Officer | X | Director | X | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Pinney | Reese | B. |
Street Address 1 | Street Address 2 |
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305 Baronne Street, Suite 700 |
City | State/Province/Country | ZIP/PostalCode |
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New Orleans | LA | 70112 |
Relationship: | X | Executive Officer | X | Director | X | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Seligman | Arthur | W. |
Street Address 1 | Street Address 2 |
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305 Baronne Street, Suite 700 |
City | State/Province/Country | ZIP/PostalCode |
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New Orleans | LA | 70112 |
Relationship: | | Executive Officer | X | Director | X | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Brozowski | Gary | F. |
Street Address 1 | Street Address 2 |
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305 Baronne Street, Suite 700 |
City | State/Province/Country | ZIP/PostalCode |
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New Orleans | LA | 70112 |
Relationship: | | Executive Officer | X | Director | X | Promoter |
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Clarification of Response (if Necessary):
4. Industry Group
| Agriculture | | Banking & Financial Services | | | Commercial Banking | | Insurance | | Investing | | Investment Banking | | Pooled Investment Fund | | | | Is the issuer registered as an investment company under the Investment Company Act of 1940? | | | | Other Banking & Financial Services |
| | Business Services | | Energy | | | | | | | | | | | | |
| | Health Care | | | | | | | | | | | | Manufacturing | | Real Estate | | | | | | | | | | |
| | Retailing | | Restaurants | | Technology | | | | | | | | Travel | | | | | | | Tourism & Travel Services |
| | | | Other |
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5. Issuer Size
Revenue Range | OR | Aggregate Net Asset Value Range |
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X | No Revenues | | No Aggregate Net Asset Value |
| $1 - $1,000,000 | | $1 - $5,000,000 |
| $1,000,001 - $5,000,000 | | $5,000,001 - $25,000,000 |
| $5,000,001 - $25,000,000 | | $25,000,001 - $50,000,000 |
| $25,000,001 - $100,000,000 | | $50,000,001 - $100,000,000 |
| Over $100,000,000 | | Over $100,000,000 |
| Decline to Disclose | | Decline to Disclose |
| Not Applicable | | Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
| Rule 504(b)(1) (not (i), (ii) or (iii)) | | Rule 505 |
| Rule 504 (b)(1)(i) | X | Rule 506 |
| Rule 504 (b)(1)(ii) | | Securities Act Section 4(5) |
| Rule 504 (b)(1)(iii) | X | Investment Company Act Section 3(c) |
| | Section 3(c)(1) | X | Section 3(c)(9) |
| | Section 3(c)(2) | | Section 3(c)(10) |
| | Section 3(c)(3) | | Section 3(c)(11) |
| | Section 3(c)(4) | | Section 3(c)(12) |
| | Section 3(c)(5) | | Section 3(c)(13) |
| | Section 3(c)(6) | | Section 3(c)(14) |
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7. Type of Filing
X | New Notice | | Date of First Sale | | X | First Sale Yet to Occur |
| Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? | | |
9. Type(s) of Securities Offered (select all that apply)
X | Equity | | Pooled Investment Fund Interests |
| Debt | | Tenant-in-Common Securities |
| Option, Warrant or Other Right to Acquire Another Security | | Mineral Property Securities |
| Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security | | Other (describe) |
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10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? | | |
Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor | $5,000 | USD |
12. Sales Compensation
Recipient | Recipient CRD Number | | None |
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AFA Financial Group, LLC | 127648 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
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None | None |
Street Address 1 | Street Address 2 |
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26637 W. Agoura Road |
City | State/Province/Country | ZIP/Postal Code |
Calasbasas | CA | 91302 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | X | All States |
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Recipient | Recipient CRD Number | | None |
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CapWest Securities, Inc. | 30002 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
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None | None |
Street Address 1 | Street Address 2 |
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3900 South Wadsworth Blvd, Suite 590 |
City | State/Province/Country | ZIP/Postal Code |
Lakewood | CO | 80235 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | | All States |
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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 |
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Recipient | Recipient CRD Number | | None |
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QA3 Financial Corp. | 14754 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
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None | None |
Street Address 1 | Street Address 2 |
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One Valmont Plaza, 4th Floor |
City | State/Province/Country | ZIP/Postal Code |
Omaha | NE | 68154 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | | All States |
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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 |
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Recipient | Recipient CRD Number | | None |
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Jeffrey L. Nelson | 1230835 |
(Associated) Broker or Dealer | | None |
| (Associated) Broker or Dealer CRD Number | | None |
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Nelson Capital Company | 14664 |
Street Address 1 | Street Address 2 |
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500 Pine Street, Suite 8 |
City | State/Province/Country | ZIP/Postal Code |
Jamestown | NY | 14701 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | | All States |
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Recipient | Recipient CRD Number | | None |
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Advisory Group Equity Services LTD. | 15427 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
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None | None |
Street Address 1 | Street Address 2 |
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161 Ash Street, Suite D |
City | State/Province/Country | ZIP/Postal Code |
Reading | MA | 01867 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | | All States |
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AZ | CA | CO | CT | FL | GA | IL | KY | ME | MD | MA | NH | NJ | NM | NY | NC | OH | PA | RI | SC | TX | VT | VA | WA |
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Recipient | Recipient CRD Number | | None |
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Newbridge Securities Corporation | 104065 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
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None | None |
Street Address 1 | Street Address 2 |
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1451 Cypress Creed Road, Suite 204 |
City | State/Province/Country | ZIP/Postal Code |
Ft. Lauderdale | FL | 33309 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | X | All States |
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Recipient | Recipient CRD Number | | None |
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Independent Financial Group, LLC | 7717 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
|
None | None |
Street Address 1 | Street Address 2 |
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12636 High Bluff Drive, Suite 100 |
City | State/Province/Country | ZIP/Postal Code |
San Diego | CA | 92130 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | X | All States |
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Recipient | Recipient CRD Number | | None |
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Investors Capital Corp. | 30613 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
|
None | None |
Street Address 1 | Street Address 2 |
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230 Broadway East 203 |
City | State/Province/Country | ZIP/Postal Code |
Lynnfield | MA | 01940 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | X | All States |
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Recipient | Recipient CRD Number | | None |
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WFP Securities Corporation | 35098 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
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None | None |
Street Address 1 | Street Address 2 |
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6020 Cornerstone Court West, Suite 240 |
City | State/Province/Country | ZIP/Postal Code |
San Diego | CA | 92121 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | | All States |
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AL | AK | AZ | CA | CO | CT | DC | FL | GA | HI | ID | IL | IN | KS | KY | LA | MD | MA | MI | MN | MT | NE | NV | NH | NJ | NM | NY | NC | OH | OR | PA | SC | SD | TX | UT | VT | VA | WA | WI | WY |
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Recipient | Recipient CRD Number | | None |
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Arque Capital, LTD. | 121192 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
|
None | None |
Street Address 1 | Street Address 2 |
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5080 N. 40th Street, Street 103 |
City | State/Province/Country | ZIP/Postal Code |
Phoenix | AZ | 85018 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | | All States |
| |
AL | AK | AZ | AR | CA | CO | FL | GA | HI | ID | IL | IN | IA | KS | KY | LA | MD | MA | MI | MN | MS | MO | MT | NE | NV | NH | NJ | NM | NY | NC | ND | OH | OK | OR | PA | SC | TX | UT | VA | WA | WV | WI |
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Recipient | Recipient CRD Number | | None |
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World Equity Group, Inc. | 29087 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
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None | None |
Street Address 1 | Street Address 2 |
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1650 N. Arlington Heights Rd., Suite 100 |
City | State/Province/Country | ZIP/Postal Code |
Arlington Heights | IL | 60004 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | X | All States |
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Recipient | Recipient CRD Number | | None |
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Calton & Associates, Inc. | 20999 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
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None | None |
Street Address 1 | Street Address 2 |
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14497 N. Dale Mabry Hwy, Suite 215 |
City | State/Province/Country | ZIP/Postal Code |
Tampa | FL | 33618 |
State(s) of Solicitation (select all that apply) 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 |
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Recipient | Recipient CRD Number | | None |
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Empire Securities Corporation | 2826 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
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None | None |
Street Address 1 | Street Address 2 |
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1960 E. Grand Avenue, Suite 555 |
City | State/Province/Country | ZIP/Postal Code |
El Segundo | CA | 90245 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | X | All States |
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Recipient | Recipient CRD Number | | None |
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Financial Advisors of America, LLC | 142170 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
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None | None |
Street Address 1 | Street Address 2 |
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1930 Palomar Point Way, Suite 104 |
City | State/Province/Country | ZIP/Postal Code |
Carlsbad | CA | 92008 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | | All States |
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AL | AK | AZ | 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 | VA | WA | WI | WY |
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Recipient | Recipient CRD Number | | None |
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Girard Securities, Inc. | 18697 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
|
None | None |
Street Address 1 | Street Address 2 |
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9560 Waples Street, Suite B |
City | State/Province/Country | ZIP/Postal Code |
San Diego | CA | 92121 |
State(s) of Solicitation (select all that apply) 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 |
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Recipient | Recipient CRD Number | | None |
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Heritage Financial Systems, Inc. | 133019 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
|
None | None |
Street Address 1 | Street Address 2 |
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2 W. Liberty Blvd., Suite 203 |
City | State/Province/Country | ZIP/Postal Code |
Malvern | PA | 19355 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | | All States |
| |
AZ | CA | CO | CT | DE | DC | FL | GA | ID | IL | IN | IA | KY | MD | MA | MN | MS | MO | MT | NE | NH | NJ | NY | NC | ND | OH | OK | PA | SC | SD | TX | UT | VT | VA | WA | WV | WI | WY |
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Recipient | Recipient CRD Number | | None |
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Madison Avenue Securities, Inc. | 23224 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
|
None | None |
Street Address 1 | Street Address 2 |
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10731 Treena Street, Suite 201 |
City | State/Province/Country | ZIP/Postal Code |
San Diego | CA | 92131 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | X | All States |
| |
|
Recipient | Recipient CRD Number | | None |
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Primex Prime Electronic Execution, Inc. | 29394 |
(Associated) Broker or Dealer | X | None |
| (Associated) Broker or Dealer CRD Number | X | None |
|
None | None |
Street Address 1 | Street Address 2 |
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33 Front Street, Suite 304 |
City | State/Province/Country | ZIP/Postal Code |
Hempstead | NY | 11550 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States | | All States |
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AL | AZ | CA | CO | CT | DE | DC | FL | GA | HI | ID | IL | IN | IA | KS | KY | MD | MI | MN | MS | MO | NV | NJ | NM | NY | NC | OH | OK | OR | PA | RI | SC | TN | TX | UT | VA | WA | WI |
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13. Offering and Sales Amounts
Total Offering Amount | $24,000,000 | USD | |
Total Amount Sold | $0 | USD |
Total Remaining to be Sold | $24,000,000 | USD | |
Clarification of Response (if Necessary):
14. Investors
| Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. | |
| Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | |
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions | $2,160,000 | USD | |
Finders' Fees | $0 | USD | |
Clarification of Response (if Necessary):
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
Clarification of Response (if Necessary):
Reimbursement for organization expenses and costs to drill and complete the Partnership's wells.Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is: |
- Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
- Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
- Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer | Signature | Name of Signer | Title | Date |
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Gulf South Energy Partners 2010 A LP | Gerald A. Bollinger | Gerald A. Bollinger | Attorney | 2010-03-23 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.