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Registration Statement of Security

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REGISTRATION STATEMENT

of

___________________________
(Name of issuer/dealer)

Pursuant to the provisions of the Revised Securities Act ( Batas Pambansa Blg.
178), requiring registration of securities, I ____________________, of legal age,
single/married, after being duly sworn in accordance with law, depose and say that:

1. The name of the issuer is (and if incorporated, state also the place of
incorporation); ______________________;

2. The issuer’s principal business office is (and if such issuer is a non-resident or


its place of office is outside of the Philippines, state the name and address of its agent in
the Philippines authorized to receive notice) ___________________________;

3. The names and addresses of the directors (or persons performing similar
functions), and the chief executive, financial and accounting officers (if the issuer be a
corporation) are as follows, to wit:

Name Position Address


_______________ ______________________ ________________________
_______________ ______________________ ________________________
_______________ ______________________ ________________________
_______________ ______________________ ________________________
_______________ ______________________ ________________________

4. The names and addresses of the underwriters (if any) are as follows, to wit:
_______________________;

5. The general character of the business (actually transacted or to be transacted)


by the issuer is: (describe the business);

6. The capitalization of the issuer is as follows, to wit:

(a) Capital stock:

1. Authorized: ______________________________________________

2. Subscribed: ______________________________________________

3. Paid-up: _________________________________________________
(b) Number and classes of shares into which the capital stock is divided:
____________________________________________________________

(c) Par value of shares (or, if it has no par value, the state or assigned value
thereof);

(d) Description of voting rights, preferences, conversion and exchange rights,


rights to dividends, profits, or capital of each class, including the
retirement and liquidation rights and values thereof: _________________

7. The specific purposes in detail and the approximate amounts to be devoted to


such purposes (so far as determinable) for which the security to be offered is to supply
funds are: _______________________; (and if the funds are to be raised in part from
other sources, state the amounts and the sources thereof.)

8. The amounts of the issuer’s income, operating expenses, and fixed charges
during the last fiscal year, are as follows, to wit:

(a) Income:________________________________________________________

(b) Operating Expenses: _____________________________________________

(c) Fixed Charges: _________________________________________________

(If in actual business for less than one year, then state only such amount for such
time as the issuer has been in actual business, specifying the period covered).

9. The remuneration paid (or estimated to be paid) by the issuer (or its
predecessor, directly or indirectly), during the past year and ensuing year to the
directors (or persons performing similar functions) and its officers and other persons, is
as follows:

(a) To the directors (or persons performing similar functions); During the past
year: (state amount actually paid); During the ensuing year: (state amount
estimated to be paid);

(b) To its officers and other persons. During the ensuing year. (state amount
estimated to be paid.)

10. The amount of issue of the security to be offered is : _______________


PESOS;

11. The estimated net proceeds to be derived from the security to be offered is
________________________ PESOS (P______________);
12. The price at which such security is to be sold is _________________ PESOS
(P_______________); and the maximum amount of commission or other form of
remuneration to be paid in cash (or otherwise, directly or indirectly) for or in
connection with the sale or offering for sale of such security is ________________
PESOS (P_______________);

13. The amount (or estimated amounts) other than commissions specified in the
next preceding paragraph, incurred (or to be borne) by or for the account of the issuer in
connection with the sale of the security to be offered is itemized as follows:

(a) Legal expenses: _________________________________________________

(b) Engineering expenses: ____________________________________________

(c) Certification expenses: ____________________________________________

(d) Authentication expenses: __________________________________________

(e) Other expenses: _________________________________________________

14. The consideration for which securities have been or are to be issued in
payment are as follows:

Items Amounts

(a) Cash ________________________________ __________________


(b) Property (Describe property) ____________ __________________
(c) Services (Describe service) _____________ __________________
(d) Patent (Describe patent) ________________ __________________
(e) Goodwill _____________________________ __________________
(f) Other considerations (Describe them) ______ __________________

15. The amount to be paid as promotion fees is as follows:

(a) Cash ________________________________ __________________


(b) Capital stock to be set aside
and disposed of as promotion stock _______ __________________

(Stocks issued from time to time as promotion stock not previously registered
with the Commission should be registered before such issue)

16. Attached hereto and made parts of this registration statement are the
following:

(a) Three copies of


(1) the security for which registration is applied for;
(2) every circular, prospectus, advertisements, letter, or communication to be
used for the public offering of the security;
(3) the articles of incorporation of the issuer, with all amendments thereof and
its existing by-laws or instruments corresponding thereto. (If the issuer is
not a corporation, or if copies thereof brought up to date have previously
been filed and registered with the Commission, copies thereof need not be
attached);
(4) all instruments by which the trust is created or declared and in which it is
accepted and acknowledged (but these need not be attached, if the issuer is
not a trust, or if copies thereof brought up to date have previously been
filed with the Commission);
(5) the articles of partnership or association of the issuer and all papers
pertaining to its organization (if the issuer is a partnership, unincorporated
association, joint stock company, syndicate, or any other form of
organization).

(b) A balance sheet duly certified by a certified public accountant, showing the
amount and general character of its assets and liabilities on a day not more
than 60 days prior to the date of such balance sheet;

(c) (In case of speculative securities issued by a person, engaged in the business
of developing, exploiting or operating mineral claims, the following must be
submitted;
(1) A complete list of the mining properties acquired and/or developed by the
issuer showing the names of mining claims, location of same, names of
locators and/or owners, and dates of their location and registration;
(2) A certificate from the Director of Forestry showing that the mining
properties in question are not located in any forest reservation, communal
forest or national park;
(3) A certified copy of the agreement of contract between the issuer
(corporation or association) and the claim owners acknowledged and
ratified before a notary public;
(4) A preliminary report under oath of a duly licensed mining engineer
showing the names of the mining claims, their location and accessibility,
topography and geology, their ore possibility and the probable cost of
extracting it, as it may be practicable to estimate the same, certifying that
the claims are mineralized, and recommending further exploration and/or
development of same.)

Dated at _____________________________, 200_.

________________________
(Affiant)
SUBSCRIBED and sworn to before me, in the city/municipality of
_______________, this _______ day of _____________, 200_ by ____________ with
Community Tax Certificate No. _________________ issued at ________________ on
__________, 200_.

NOTARY PUBLIC

Doc No. ______;


Page No. ______;
Book No. ______;
Series of 200__.

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