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CUSIP No.
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81220T100
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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James P. Geiskopf
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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James P. Geiskopf is a US citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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2,000,000
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8
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SHARED VOTING POWER
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Nil
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9
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SOLE DISPOSITIVE POWER
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2,000,000
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10
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SHARED DISPOSITIVE POWER
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Nil
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,000,000 shares of common stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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N/A [ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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22.2% based on 9,010,000 of shares of common stock issued and outstanding as of December 22, 2011.
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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(a)
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James P. Geiskopf.
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(b)
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Mr. Geiskopf’s address is 3250 Oakland Hills Court, Fairfield, CA 94534.
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(c)
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Mr. Geiskopf is the President, Treasurer, Secretary and a director of the Issuer.
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(d)
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During the last five years, James P. Geiskopf has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During the past five years, James P. Geiskopf has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
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The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
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A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries, although the Reporting Person has disclosed that he is investigating other business opportunities for the Issuer;
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Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, except that the Issuer has disclosed that Mr. Narwat intends to resign as a director in the near future;
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Any material change in the present capitalization or dividend policy of the issuer;
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Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
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Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
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Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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Any action similar to any of those enumerated above.
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BETWEEN:
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AND:
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WHEREAS:
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1.
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Purchase and Sale
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(a)
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share certificates representing the Shares together with one or more stock transfer powers of attorney, duly endorsed by the Vendor for transfer in form acceptable to the Company’s registrar and transfer agent, for the purposes of effecting the registration of the Shares in the name of the Purchaser; and
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(b)
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all other documents and instruments as the Purchaser may reasonably require.
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(a)
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a fully completed and executed Investor Questionnaire in the form attached as Exhibit 1 hereto; and
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(b)
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such other supporting documentation that the Vendor or its legal counsel may request to establish the Purchaser’s qualification as a qualified purchaser.
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2.
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Conditions to Closing
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3.
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Acknowledgements
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4.
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Independent Legal Advice
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(a)
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this Agreement was prepared by Clark Wilson LLP for the Company;
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(b)
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Clark Wilson LLP received instructions from the Company and does not represent the Vendor and the Purchase;
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(c)
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both the Vendor and the Purchase have been requested to obtain its own independent legal advice;
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(d)
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both the Vendor and the Purchase have been given adequate time to obtain independent legal advice;
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(e)
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by signing this Agreement, the Vendor and the Purchase confirm that they fully understands this Agreement; and
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(f)
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by signing this Agreement without first obtaining independent legal advice, the Vendor and the Purchase waive their right to obtain legal advice.
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(g)
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Representations and Warranties
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(a)
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the Vendor is the beneficial owner of the Shares free and clear of all liens, charges and encumbrances of any kind whatsoever;
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(b)
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there are no written instruments, buy-sell agreements, registration rights or agreements, voting agreements or other agreements by and between or among the Vendor or any other person, imposing any restrictions upon the transfer, prohibiting the transfer of or otherwise pertaining to the Shares or the ownership thereof;
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(c)
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no person, firm, corporation or entity of any kind has or will have any agreement or option or any right capable at any time of becoming an agreement to:
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(i)
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purchase or otherwise acquire the Shares; or
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(ii)
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require the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares other than under this Agreement;
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(d)
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the Vendor has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser;
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(e)
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this Agreement and all other documents required to be executed and delivered by the Vendor have been duly, or will when executed and delivered be duly, executed and delivered by the Vendor, and constitute the legal, valid and binding obligations of the Vendor, enforceable against the Vendor in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, specific performance, injunctive relief and other equitable remedies;
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(f)
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the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Vendor or of any agreement, written or oral, to which the Vendor may be a party or by which the Vendor is or may be bound;
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(g)
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the Vendor acquired the Purchase Shares in a transaction exempt from the registration requirements of the 1933 Act either (i) pursuant to Section 4(1) of the 1933 Act, or (ii) pursuant to Section 4(2) of the 1933 Act in the event that the
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(h)
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Vendor is deemed an underwriter, or (iii) pursuant to Regulation S promulgated under the 1933 Act (in which event the Shares were acquired in an “off-shore transaction,” as defined in Rule 902(h) of Regulation S);
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(i)
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the Vendor is not an “underwriter” (as such term is defined in Section 2(11) of the 1933 Act) of any securities of the Company; and
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(j)
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the Vendor has not taken any action which would impose any obligation or liability to any person for finder’s fees, agent’s commissions or like payments in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
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(a)
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the Purchaser has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions set forth in this Agreement;
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(b)
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this Agreement and all other documents required to be executed and delivered by the Purchaser have been duly, or will when executed and delivered be duly, executed and delivered by the Purchaser, and constitute the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, specific performance, injunctive relief and other equitable remedies;
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(c)
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the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
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(d)
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the Purchaser has not taken any action which would impose any obligation or liability to any person for finder’s fees, agent’s commissions or like payments in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby;
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(e)
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the sale of the Shares to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
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(f)
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it understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United
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(g)
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States or to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
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(h)
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it has had access to all of the books and records of the Company and accordingly agrees that it is familiar with and has access to information regarding the Company similar to information that would be available in a registration statement filed by the Company under the 1933 Act;
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(i)
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it is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
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(j)
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it (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;
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(k)
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it understands and agrees that the Shares are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act;
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(l)
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the Vendor is not an “underwriter” (as such term is defined in Section 2(11) of the 1933 Act) of any securities of the Company;
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(m)
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the Purchaser is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and
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(n)
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understands that the Company is not a reporting issuer in any province of Canada and therefore resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation.
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5.
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British Columbia Resale Restriction
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6.
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Legending and Registration of Subject Shares
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7.
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Further Assurances
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8.
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Governing Law
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9.
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Survival
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10.
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Assignment
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11.
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Electronic Means
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12.
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Severability
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13.
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Entire Agreement
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14.
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Notices
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15.
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Counterparts
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16.
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Currency
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EXECUTED by ______________________ in the presence of:
________________________________________________
Signature
________________________________________________
Print Name
________________________________________________
Address
________________________________________________
Occupation
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________________________________________________
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EXECUTED by JAMES P. GEISKOPF in the presence of:
________________________________________________
Signature
________________________________________________
Print Name
________________________________________________
Address
________________________________________________
Occupation
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________________________________________________
JAMES P. GEISKOPF
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o
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(a)
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an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000,
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o
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(b)
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an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,
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o
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(c)
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an individual who, either alone or with a spouse, has net assets of at least $5,000,000,
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o
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(d)
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a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements and that has not been created or used solely to purchase or hold securities as an accredited investor as defined in this paragraph (d),
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o
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(e)
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a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,
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o
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(f)
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a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor.
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X
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Signature of individual (if Subscriber is an individual)
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X
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Authorized signatory (if Subscriber is not an individual)
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Name of Subscriber (please print)
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Name of authorized signatory (please print)
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