As filed with the Securities and Exchange Commission on August 12, 2014 Registration No.333-192228
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
Amendment No. 7
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THREE FORKS, INC.
(Exact name of registrant as specified in its charter)
COLORADO (State or jurisdiction of incorporation or organization) | 1381 (Primary Standard Industrial Classification Code Number) | 45-4915308 (I.R.S. Employer Identification No.) |
555 Eldorado Blvd., Suite 100, Broomfield, Colorado 80021/ Phone (303)404-2160
(Address and telephone number of principal executive offices)
W. Edward Nichols, Chief Executive Officer and Director
555 Eldorado Blvd., Suite 100, Broomfield, Colorado 80021/ Phone (303)404-2160
(Name, address and telephone number of agent for service)
COPIES OF ALL COMMUNICATIONS TO:
Michael A. Littman, Attorney at Law
7609 Ralston Road, Arvada, CO, 80002 phone 303-422-8127 / fax 303-431-1567
Approximate date of commencement of proposed sale to the public: As soon as possible after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [___] | Accelerated filer | [___] | |
Non-accelerated filer (Do not check if a smaller reporting company) | [___] | Smaller reporting company | [_X_] |
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities To Be Registered | Amount To Be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee |
| Common Stock by Selling Shareholders | 3,637,028 | $1.50 | $5,455,542 | $702.67 (2) |
| (1) | Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act. |
| (2) | The Registration Fee of $702.67 was paid in November 2013. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
We have expended, or will expend fees in relation to this registration statement as detailed below:
| Expenditure Item | Amount |
| Attorney Fees | $13,000 |
| Audit Fees | $7,500 |
| Transfer Agent Fees | $2,000 |
| SEC Registration and Blue Sky Registration fees (estimated) | $1,000 |
| Printing Costs and Miscellaneous Expenses (estimated) | $1,500 |
| Total | $25,000 |
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as provided by the Colorado Revised Statutes and the bylaws.
Under the Colorado Revised Statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company’s Articles of Incorporation. Our Articles of Incorporation do not specifically limit the directors’ immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with us or our shareholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.
Our bylaws provide that it will indemnify the directors to the fullest extent not prohibited by Colorado law; provided, however, that we may modify the extent of such indemnification by individual contracts with the directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by the board of directors, (c) is provided by us, in sole discretion, pursuant to the powers vested under Colorado law or (d) is required to be made pursuant to the bylaws.
Our bylaws provide that it will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of us, or is or was serving at the request of us as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under the bylaws or otherwise.
Our bylaws provide that no advance shall be made by us to an officer except by reason of the fact that such officer is or was our director in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of us.
| II-1 |
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
We have sold securities since inception (March 28, 2012) without registering the securities under the Securities Act of 1933 as shown in the following tables:
Shares Issued for Private Offerings
Since our inception in March 2012 through September 2012, we have shares of our common stock at a price of $0.01 per share in exchange for cash to the individuals and the amounts set forth below.
| Number of Shares | Consideration | Name | ||||||
| 5,000 | $ | 50 | Melvin & Judith Einsidler | |||||
| 20,000 | $ | 200 | William C. Gascoigne | |||||
| 5,000 | $ | 50 | Robert Bradley | |||||
| 5,500 | $ | 55 | Donald Einsidler | |||||
| 100,000 | $ | 1,000 | Jacobs Enterprises, Ltd | |||||
| 45,000 | $ | 450 | Robert W. Simmons | |||||
| 10,000 | $ | 100 | Robert Reynolds | |||||
| 11,000 | $ | 110 | Richard Davis | |||||
| 30,000 | $ | 300 | Dennis Kaboth | |||||
| 7,500 | $ | 75 | Jeremy Isaacs | |||||
| 2,500 | $ | 25 | David & Lois Einsidler | |||||
| 16,500 | $ | 165 | Barry Isaacs | |||||
| 5,500 | $ | 55 | Risa Einsidler | |||||
| 137,000 | $ | 1,370 | Bruce Theuerkauf | |||||
| 19,500 | $ | 195 | Ralph T. Meloro, Trustee of the Lisa B. Meloro Irrevocable Trust | |||||
| 40,000 | $ | 400 | Dennis Noel | |||||
| 60,000 | $ | 600 | Donald S. Heauser | |||||
| 30,000 | $ | 300 | Eric Hample | |||||
| 150,000 | $ | 1,500 | Dennis and MaryJo Gabriel | |||||
| 2,215 | $ | 22 | Diane Leeds Einsidler | |||||
| 10,000 | $ | 100 | Vladimir & Glida Scerbo | |||||
| 160,000 | $ | 1,600 | Robert Scerbo | |||||
| 2,500 | $ | 25 | Marc & Caryn Schneider | |||||
| 5,500 | $ | 55 | Charles Ras | |||||
| 50,000 | $ | 500 | James Ford | |||||
| 5,000 | $ | 50 | John Phelps | |||||
| 21,000 | $ | 210 | Sean Fleming | |||||
| 75,000 | $ | 750 | Neilson Family Trust | |||||
| 150,000 | $ | 1,500 | Michael McNally | |||||
| 2,500 | $ | 25 | Joseph G. Hoenigmann | |||||
| 2,500 | $ | 25 | Christopher Pesce | |||||
(REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)
| II-2 |
| 100,000 | $ | 1,000 | Clarene O Hample Revocable Trust, Brent Hample Trustee | |||||
| 7,500 | $ | 75 | Leah & Greg Isaacs | |||||
| 67,000 | $ | 670 | Joan M. Jacobson | |||||
| 17,000 | $ | 170 | Christian Farr | |||||
| 20,000 | $ | 200 | John Cooper | |||||
| 25,000 | $ | 250 | Steve Remmert | |||||
| 25,000 | $ | 250 | Gerald Smart Trust | |||||
| 6,500 | $ | 65 | Michael Einsidler | |||||
| 16,667 | $ | 167 | Alexander Biggs | |||||
| 16,667 | $ | 167 | Thomas B. Biggs | |||||
| 7,000 | $ | 70 | Leland Beckley | |||||
| 7,000 | $ | 70 | Byron Beckley | |||||
| 7,000 | $ | 70 | Trenton Toftoy | |||||
| 10,000 | $ | 100 | James Iverson | |||||
| 100,000 | $ | 1,000 | Robert & Cynthia Toftoy | |||||
| 25,000 | $ | 250 | Joel Ripmaster | |||||
| 7,000 | $ | 70 | Patricia Nauman | |||||
| 3,500 | $ | 35 | Ralph Toftoy | |||||
| 5,000 | $ | 50 | Monica Sherman | |||||
| 40,000 | $ | 400 | Richard Rinella | |||||
| 5,000 | $ | 50 | Bernard Rinella | |||||
| 17,000 | $ | 170 | Breff Leasing | |||||
| 7,000 | $ | 70 | Underhill Trucking - | |||||
| 25,000 | $ | 250 | Gerald Smart Trust | |||||
| 200,000 | $ | 2,000 | Henry Moxely | |||||
| 10,000 | $ | 100 | Nicole Saunders | |||||
| 10,000 | $ | 100 | Glenda Weiss | |||||
| 3,200 | $ | 32 | Terry Jacobson | |||||
| 38,000 | $ | 380 | Tom Ness | |||||
| 5,000 | $ | 50 | John Bryan | |||||
| 25,000 | $ | 250 | Robert & Donna Wittenauer | |||||
| 25,000 | $ | 250 | Donna Wittenauer FBO LK Latimer | |||||
| 5,000 | $ | 50 | Timothy Scott | |||||
| 10,000 | $ | 100 | Patrick J. Donovan | |||||
| 25,000 | $ | 250 | Mihcael Pryblo | |||||
| 100,000 | $ | 1,000 | Adelaide Biggs | |||||
| 15,000 | $ | 150 | George Biggs | |||||
| 15,000 | $ | 150 | Marcia Biggs | |||||
| 15,000 | $ | 150 | Adelaide Andrews | |||||
| 4,000 | $ | 40 | Amanda Germany | |||||
| 40,000 | $ | 400 | Paul Dragul | |||||
| 6,250 | $ | 63 | Daniel and Lesli Underhill | |||||
| 2,500 | $ | 25 | Stephen Cohen | |||||
| 3,400 | $ | 34 | Ron Anderson | |||||
| 60,000 | $ | 600 | Cracked Crab LLC | |||||
| 7,500 | $ | 75 | Jeff Rosenberg | |||||
| 40,000 | $ | 400 | Glenda Weiss | |||||
| 50,000 | $ | 500 | Christopher Jacobs | |||||
| 2,500 | $ | 25 | Joseph Willen | |||||
| 35,000 | $ | 350 | Paul Dragul | |||||
| 40,000 | $ | 400 | Steward Mosko |
| II-3 |
| 25,000 | $ | 250 | Gary Walford | |||||
| 50,000 | $ | 500 | Brian Remington | |||||
| 10,000 | $ | 100 | Daniel Rainey | |||||
| 50,000 | $ | 500 | E. Dean Davis | |||||
| 25,000 | $ | 250 | Lawson Farmer | |||||
| 25,000 | $ | 250 | Cain Griffin Group, LLc | |||||
| 6,000 | $ | 60 | Charles W. Jones | |||||
| 4,000 | $ | 40 | FNB Griffin custodian for Individual IRA Charles W. Jones | |||||
| 2,500 | $ | 25 | Edward Vitko | |||||
| 2,500 | $ | 25 | Mike Vitko | |||||
| 11,667 | $ | 117 | Robert & Cynthia Toftoy | |||||
| 500 | $ | 5 | Marla Alstadt | |||||
| 250 | $ | 3 | Gary Lee Young |
From July 2012 through September 2012, we have shares of our common stock at a price of $1.00 per share in exchange for cash to the individuals and the amounts set forth below.
| Number of Shares | Consideration | Name | ||||||
| 8,000 | $ | 8,000 | Robert & Cynthia Toftoy | |||||
| 15,000 | $ | 15,000 | Bruce Theuerkauf Jr. | |||||
| 50,000 | $ | 50,000 | James Ford | |||||
| 1,000 | $ | 1,000 | Brian Hassett | |||||
| 25,000 | $ | 25,000 | Willie Love | |||||
| 15,000 | $ | 15,000 | Robert Reynolds | |||||
| 100,000 | $ | 100,000 | Edward Vitko | |||||
| 10,000 | $ | 10,000 | Caryn & Marc Schneider | |||||
| 1,000 | $ | 1,000 | Diane Leeds Einsidler | |||||
| 4,876 | $ | 4,876 | Bruce Molloy FBO Mariana Molloy | |||||
| 6,000 | $ | 6,000 | Bruce Molloy | |||||
| 10,000 | $ | 10,000 | Larry & Gayla Johnson | |||||
| 12,000 | $ | 12,000 | David Newman | |||||
| 25,000 | $ | 25,000 | Michael Faletti, Jr. | |||||
| 5,000 | $ | 5,000 | Robert Bradley | |||||
| 2,250 | $ | 2,250 | Thomas G. Nixon | |||||
| 20,000 | $ | 20,000 | Jonathan Sherman, | |||||
| 25,000 | $ | 25,000 | William and Suzanne Knopf | |||||
| 100,000 | $ | 100,000 | Alexander Withall Declaration fo Trust- W. Knopf Trustee | |||||
| 10,000 | $ | 10,000 | Bruce Molloy | |||||
| 50,000 | $ | 50,000 | Christopher Jacobs | |||||
| 10,000 | $ | 10,000 | Henry H. Moxley | |||||
| 6,000 | $ | 6,000 | James H. Campbell | |||||
| 2,750 | $ | 2,750 | Thomas and Linda Nixon | |||||
| 25,000 | $ | 25,000 | Michael Pryblo | |||||
| 5,000 | $ | 5,000 | James Iverson | |||||
| 37,000 | $ | 37,000 | Paul Dragul | |||||
| 30,000 | $ | 30,000 | David Kelley | |||||
| 6,000 | $ | 6,000 | Cottonwood NB LLC | |||||
| II-4 |
| 2,800 | $ | 2,800 | Karen A. Baker | |||||
| 5,000 | $ | 5,000 | Rodney J. Buhr | |||||
| 5,000 | $ | 5,000 | Spyglass Capital Group LLC | |||||
| 2,000 | $ | 2,000 | Samuel H. Rabin | |||||
| 14,000 | $ | 14,000 | Ronald Cox | |||||
| 5,000 | $ | 5,000 | Willie and Carol Love, Jr | |||||
| 20,000 | $ | 20,000 | Steven A. Scalf | |||||
| 10,000 | $ | 10,000 | Keil & Elizabeth Johnson | |||||
| 10,000 | $ | 10,000 | Russel D. and Judith A. Noel | |||||
| 20,000 | $ | 20,000 | Robert and Cynthia Toftoy | |||||
| 50,000 | $ | 50,000 | Joan jacobson Trust | |||||
| 50,000 | $ | 50,000 | James R. Stewart | |||||
| 5,000 | $ | 5,000 | Irene A. Brown | |||||
| 5,000 | $ | 5,000 | James Iverson | |||||
| 3,000 | $ | 3,000 | Kenneth Knudson | |||||
| 100,000 | $ | 100,000 | Dennis and MaryJo Gabriel | |||||
| 20,000 | $ | 20,000 | Robert Scerbo | |||||
| 50,000 | $ | 50,000 | Edward Vitko | |||||
| 30,000 | $ | 30,000 | Falettiko Oil & Gas, LLc | |||||
| 25,000 | $ | 25,000 | Mike Vitko | |||||
| 7,000 | $ | 7,000 | Larry & Gayle Johnson | |||||
| 5,000 | $ | 5,000 | Willie and Carol Love | |||||
| 6,000 | $ | 6,000 | Vladimir Scerbo | |||||
| 25,000 | $ | 25,000 | Robert Reynolds | |||||
| 10,000 | $ | 10,000 | Bruce Theuerkauf Jr. | |||||
| 35,000 | $ | 35,000 | Cain Griffin Group, Inc | |||||
| 30,000 | $ | 30,000 | David. D. Duvick | |||||
| 25,000 | $ | 25,000 | Caroline Justice | |||||
| 10,000 | $ | 10,000 | Cottonwood NB LLC | |||||
| 10,000 | $ | 10,000 | Steven A. Scalf | |||||
| 2,250 | $ | 2,250 | Gary Lee Young | |||||
| 30,000 | $ | 30,000 | David Kelley | |||||
| 10,000 | $ | 10,000 | Sauney & Geraldine Pippin | |||||
| 20,000 | $ | 20,000 | Steve Scalf | |||||
| 30,000 | $ | 30,000 | Bernard Bols | |||||
| 16,667 | $ | 16,667 | Breff Leasing | |||||
| 33,334 | $ | 33,334 | Gary Underhill | |||||
| 50,000 | $ | 50,000 | Bill Baber | |||||
| 13,000 | $ | 13,000 | Debbie Hamen | |||||
| 2,000 | $ | 2,000 | Bruce Theuerkauf Jr | |||||
| 81,000 | $ | 81,000 | Dayspring Capital, LLC | |||||
| 12,500 | $ | 12,500 | Tom Ness | |||||
| 7,500 | $ | 7,500 | Robert Toftoy | |||||
| 2,500 | $ | 2,500 | Edward Vitko | |||||
| 2,500 | $ | 2,500 | Mike Vitko |
| II-5 |
From October 2012 through December 2013, we have shares of our common stock at a price of $2.25 per share in exchange for cash to the individuals and the amounts set forth below.
| Number of Shares | Consideration | Name | ||||||
| 10,000 | $ | 22,500 | Tamar and Bruce Mar | |||||
| 44,444 | $ | 99,999 | James R. Stewart | |||||
| 40,000 | $ | 90,000 | Rich Sharpenter | |||||
| 50 | $ | 113 | Kathie Hayes | |||||
| 500 | $ | 1,125 | Maria Terrazas | |||||
| 2,222 | $ | 5,000 | Tim L. Briggs | |||||
| 1,000 | $ | 2,250 | Edward W. Sharpenter | |||||
| 1,600 | $ | 3,600 | Rodney Buhr | |||||
| 20,000 | $ | 45,000 | Alexander Withall/ Knopf | |||||
| 20,000 | $ | 45,000 | Eric Hample | |||||
| 9,955 | $ | 22,399 | Rich Sharpenter | |||||
| 50 | $ | 113 | Ned Sharpenter | |||||
| 50 | $ | 113 | Becky sharpenter | |||||
| 50 | $ | 113 | Nick Sharpenter | |||||
| 50 | $ | 113 | Lindsey Sharpenter | |||||
| 50 | $ | 113 | Lillian Sharpenter | |||||
| 50 | $ | 113 | Marc Sharpenter | |||||
| 50 | $ | 113 | Leanne Sharpenter | |||||
| 50 | $ | 113 | Joanne Blincoe | |||||
| 50 | $ | 113 | Jim Blincoe | |||||
| 50 | $ | 113 | Todd Blincoe | |||||
| 50 | $ | 113 | Marie Blincoe | |||||
| 50 | $ | 113 | Sophie Blincoe | |||||
| 50 | $ | 113 | Emma Blincoe | |||||
| 50 | $ | 113 | Tom Blincoe | |||||
| 50 | $ | 113 | Judy Blincoe | |||||
| 50 | $ | 113 | Jay Blincoe | |||||
| 50 | $ | 113 | Emily Blincoe | |||||
| 225 | $ | 506 | Trevor J. Buhr | |||||
| 135,000 | $ | 303,750 | William Knopf | |||||
(REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)
| II-6 |
From January 2013 through December 2013, we have shares of our common stock at a price of $3.00 per share in exchange for cash to the individuals and the amounts set forth below.
| Number of Shares | Consideration | Name | ||||||
| 20,000 | $ | 60,000 | Dr William R. King | |||||
| 10,000 | $ | 30,000 | Ronney Ledford Jr. LLc | |||||
| 10,000 | $ | 30,000 | Francis Construction | |||||
| 10,000 | $ | 30,000 | Lorie J. and Josephine Mangham, Jr. | |||||
| 10,000 | $ | 30,000 | Tim Dender | |||||
| 1,034 | $ | 3,102 | Rich Sharpenter | |||||
| 1,000 | $ | 3,000 | Karen Anderson Baker | |||||
| 10,000 | $ | 30,000 | William & Joyce Babb | |||||
| 6,665 | $ | 19,995 | Ronnie Cain | |||||
| 7,000 | $ | 21,000 | William Stewart | |||||
| 16 | $ | 48 | Rich Sharpenter | |||||
| 16,667 | $ | 50,001 | Seth Sleezer IV | |||||
| 8,333 | $ | 24,999 | Ronney Ledford Jr. | |||||
| 66,667 | $ | 200,001 | Lester Ranew | |||||
| 46,667 | $ | 140,001 | FNB Griffin Custodian for Individual IRA Timothy R. Dender | |||||
| 10,000 | $ | 30,000 | FNB Griffin Custodian for individual IRA Linda Jordan | |||||
| 2,000 | $ | 6,000 | Kenneth and Shirley Thompson | |||||
| 13,334 | $ | 40,002 | Barry L. Jacobson | |||||
| 26,667 | $ | 80,001 | James and Teresa Stewart | |||||
| 8,334 | $ | 25,002 | Jared and Christina Adam | |||||
| 3,333 | $ | 9,999 | Ronnie Can | |||||
| 1,671 | $ | 5,013 | Patricia K. Huber | |||||
| 10,000 | $ | 30,000 | Amanda Remington | |||||
| 13,334 | $ | 40,002 | Arthur C. Krepps III | |||||
| 10,000 | $ | 30,000 | C. Roan Berry | |||||
| 1,500 | $ | 4,500 | Creative Solutions Invesments, LLC | |||||
| 1,000 | $ | 3,000 | Darrell L & Mary A Gulseth JTWROS | |||||
| 15,000 | $ | 45,000 | Herbert T. Sears | |||||
| 20,000 | $ | 60,000 | James and Teresa Stewart | |||||
| 500 | $ | 1,500 | Kelly Anderson | |||||
| 500 | $ | 1,500 | Kirk Anderson | |||||
| 500 | $ | 1,500 | Kyle Anderson | |||||
| 3,500 | $ | 10,500 | Mitchell Gulseth | |||||
| 20,000 | $ | 60,000 | Raymond Dender | |||||
| 10,000 | $ | 30,000 | Richard Coleman Clements | |||||
| 8,333 | $ | 24,999 | Ronny Ledford Jr. | |||||
| 10,000 | $ | 30,000 | SCI Investments, LLC | |||||
| 2,000 | $ | 6,000 | Star Net Investments, LLC | |||||
| 100,000 | $ | 300,000 | Robert E. Long | |||||
| 10,000 | $ | 30,000 | Timothy Dender | |||||
(REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)
| II-7 |
| 500 | $ | 1,500 | Kelly Anderson | |||||
| 500 | $ | 1,500 | Kirk Anderson | |||||
| 500 | $ | 1,500 | Kyle Anderson | |||||
| 500 | $ | 1,500 | Marla Alstadt | |||||
| 10,000 | $ | 30,000 | Amanda Remington | |||||
| 8,333 | $ | 24,999 | Ronny Ledford Jr. | |||||
| 10,000 | $ | 30,000 | Richard Coleman Clements | |||||
| 1,500 | $ | 4,500 | Creative Solutions Invesments, LLC | |||||
| 2,000 | $ | 6,000 | Star Set Investments, LLC | |||||
| 20,000 | $ | 60,000 | Raymond Dender | |||||
| 20,000 | $ | 60,000 | James and Teresa Stewart |
| 3,333 | $ | 10,000 | Ray & Betty Chally | |||||
| 10,000 | $ | 30,000 | M&M Funding, LLC | |||||
| 12,000 | $ | 36,000 | FNB Griffin Custodian for William C. Weldon IRA | |||||
| 10,000 | $ | 30,000 | FNB Griffin Custodian for Wendy Williams IRA | |||||
| 10,000 | $ | 30,000 | FNB Griffin Custodian for Lewis G. Sanders IRA | |||||
| 10,000 | $ | 30,000 | FNB Griffin Custodian for William House Jr. IRA | |||||
| 10,000 | $ | 30,000 | M Sleezer | |||||
| 10,000 | $ | 30,000 | D Duffy | |||||
| 16,333 | $ | 48,999 | C Hopkins | |||||
| 3,333 | $ | 9,999 | FNB Griffin Custodian for D Wren | |||||
| 3,334 | $ | 10,000 | F Simonton |
SECURED CONVERTIBLE PROMISSORY NOTE OFFERING
In September 2013, we commenced a private offering of $2,000,000 Secured Convertible Promissory Notes in order to complete the purchase of the remaining 37.5% WI in the Five JABS property discussed earlier in the document. These notes are due in September 2014 and are convertible into shares of our common stock in whole or in part at a conversion price of $3.60 per share 6 months after issuance of the secured convertible promissory note. The offering was not fully subscribed and a total of $1,535,000 was raised.
| Noteholder | Amount of the Note | |||
| Tincup Oil and Gas , LLC (1) | $ | 250,000 | ||
| C. Roan Berry/Environtech Corp. | $ | 100,000 | ||
| Timothy Dender | $ | 400,000 | ||
| Dennis W. & Mary J. Gabriel | $ | 60,000 | ||
| Charles Jones | $ | 100,000 | ||
| Estate of William King | $ | 100,000 | ||
| Estate of William King | $ | 500,000 | ||
| Caroline J. Fisher, Ph. D | $ | 25,000 | ||
(1) Mr. Ranew, a former director of the Company, is a member of Tincup Oil and Gas, LLC.
Exemption from Registration Claimed
Sales and issuances by us of the unregistered securities listed above were made by us in reliance upon Rule 506 of Regulation D to the individuals listed above. All of the individuals and/or entities listed above that purchased the unregistered securities were all known to us and our management, through pre-existing business relationships, as long standing business associates, friends, and employees. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to our management in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition. Each purchaser made written representation under Rule 506 of Regulation D, including net worth and sophistication. We required written representation that each purchaser who was not an accredited investor, either alone or with his purchaser
| II-8 |
representative, had such knowledge and experience in financial and business matters that he/she was capable of evaluating the merits and risks of the prospective investment, and the issuer reasonably believed (based on written representations) immediately prior to making any sale that the purchaser came within this description.
Shares Issued for Compensation or Services
Since our inception, March 28, 2012 through December 31, 2013, we have issued shares of our common stock in exchange for services to the individuals and the amounts set forth below.
| Number of Shares | Consideration | Name | ||||||
| 2,000,000 | Services | W Edward Nichols (1) | ||||||
| 2,000,000 | Services | Donald Walford (2) | ||||||
| 75,000 | Services | Lisa Baird | ||||||
| 500,000 | Services | William Young (1) | ||||||
| 750,000 | Services | Marc Pindus | ||||||
| 150,000 | Services | Michael Littman | ||||||
| 15,000 | Services | Debbie Hamen | ||||||
| 15,000 | Services | Joe Ford | ||||||
| 15,000 | Services | Herb Sears | ||||||
| 200,000 | Services | Hawkeye Oil and Gas Ventures LLC | ||||||
| 50,000 | Services | William Baber | ||||||
| 10,000 | Services | Joe Ford | ||||||
| 175,000 | Services | Prabhas Panigrahi | ||||||
| 25,000 | Services | Paul Dragul (1) | ||||||
| 270,000 | Services | Maxim Group Inc. | ||||||
MATERIAL RELATIONSHIPS
(1) Director/Officer
(2) Former Director/Officer
Exemption from Registration Claimed
All of the sales by us of the unregistered securities listed immediately above were made by us in reliance upon Section 4(2) of the Act. All of the individuals and/or entities listed above that purchased the unregistered securities were all known to us and our management, through pre-existing business relationships, as long standing business associates, friends, and employees. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to our management in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.
| II-9 |
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| Exhibit No. | Description | |
| 3(i).1 | Articles of Incorporation of Three Forks, Inc. – 3/28/12 | (1) |
| 3(i).2 | Articles of Organization of Three Forks No. 1, LLC – 11/8/2012 | (1) |
| 3(i).3 | Articles of Incorporation of Three Forks Operating Company, Inc. – 1/2/13 | (1) |
| 3(i).4 | Articles of Amendment – Name Change to TFI Operating Company, Inc. – 2/8/13 | (1) |
| 3(i).5 | Articles of Organization of Three Forks LLC No. 2 – 12/4/13 | (2) |
| 3(ii).1 | Bylaws of Three Forks, Inc. | (1) |
| 3(ii).2 | Bylaws of TFI Operating Company (fka Three Forks Operating Company, Inc.) | (1) |
| 5.1 | Opinion re: Legality | (7) |
| 10.1 | Employment Agreement, Donald Walford | (1) |
| 10.2 | Amendment to Employment Agreement, Donald Walford | (1) |
| 10.3 | Consulting Agreement with W. Edward Nichols | (1) |
| 10.4 | Amendment to Consulting Agreement with W. Edward Nichols | (1) |
| 10.5 | Employment Agreement, Charles Pollard | (1) |
| 10.6 | Operating Agreement of Three Forks No. 1, LLC | (1) |
| 10.7 | Amendment to Operating Agreement of Three Forks No. 1, LLC | (1) |
| 10.8 | Certificate of Designation of Class A Convertible Preferred Stock | (1) |
| 10.9 | Stock Option Plan | (1) |
| 10.10 | Farmout Agreement | (1) |
| 10.11 | Purchase & Sale Agreement, Three Forks, Inc. & TFI No. 1, LLC 12/31/12 | (1) |
| 10.12 | Purchase, Sale & Participation Agreement, Five Jab, Inc. & Three Forks, Inc. 2/27/13 | (5) |
| 10.13 | Blue Quail, Ltd. Participation Agreement 4/8/13 | (1) |
| 10.14 | 1st Amendment to Purchase, Sale & Participation Agreement, Five Jab, Inc. & Three Forks, Inc. 4/30/13 | (1) |
| II-10 |
| 10.15 | 2nd Amendment to Purchase, Sale & Participation Agreement, Five Jab, Inc. & Three Forks, Inc. | (1) |
| 10.16 | 3rd Amendment to Purchase, Sale & Participation Agreement, Five Jab, Inc. & Three Forks, Inc. | (1) |
| 10.17 | 4th Amendment to Purchase, Sale & Participation Agreement, Five Jab, Inc. & Three Forks, Inc. | (1) |
| 10.18 | Form of Convertible Promissory Note & Mortgage, Security and Pledge Agreement | (4) |
| 10.19 | Operating Agreement of Three Forks No. 2, LLC | (2) |
| 10.20 | Credit Agreement, dated May 9, 2014 | (6) |
| 10.21 | Executive Employment Agreement with Terrence R. Manning | (6) |
| 23.1 | Consent of Attorney | (7) |
| 23.2 | Consent of Independent Registered Public Accounting Firm | (7) |
| 23.3 | Consent of Ralph E. Davis & Associates | (7) |
| 99.1 | Reserve Study, dated June 23, 2014 | (7) |
| 101.INS | XBRL Instance Document | (7) |
| 101.SCH | XBRL Taxonomy Extension Schema Document | (7) |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | (7) |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | (7) |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | (7) |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | (7) |
(1) Incorporated by reference from the exhibits included in the Company’s Form 10-12G/A filed with the Securities and Exchange Commission (www.sec.gov), filed October 29, 2013.
(2) Incorporated by reference from the exhibits included in the Company’s Form 10-12G/A No. 2 filed with the Securities and Exchange Commission (www.sec.gov), filed January 31, 2014.
(3) Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
(4) Incorporated by reference from the exhibits included in the Company’s Form 10-12G/A No. 3 filed with the Securities and Exchange Commission (www.sec.gov), filed February 19, 2014.
(5) Incorporated by reference from the exhibits included in the Company’s Form 10-12G/A No. 4 filed with the Securities and Exchange Commission (www.sec.gov), filed April 8, 2014.
(6) Incorporated by reference from the exhibits included in the Company’s Form S-1/A No. 5 filed with the Securities and Exchange Commission (www.sec.gov), filed July 3, 2014.
(7) Incorporated by reference from the exhibits included in the Company’s Form S-1/A No. 6 filed with the Securities and Exchange Commission (www.sec.gov), filed on August 6, 2014.
| II-11 |
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this Registration Statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Broomfield, State of Colorado, on August 12, 2014.
THREE FORKS, INC.
| /s/ W. Edward Nichols | August 12, 2014 | |
| W. Edward Nichols | ||
| (Chief Executive Officer and Principal Accounting Officer and Principal Executive Officer) |
In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.
| /s/ W. Edward Nichols | August 12, 2014 | |
| Edward Nichols, Chairman of the Board of Directors | ||
| /s/ Charles W. Pollard | August 12, 2014 | |
| Charles W. Pollard, Director | ||
| /s/ William F. Young | August 12, 2014 | |
| William F. Young, Director | ||
| II-12 |
