This is the Primary Document downloaded from EDGAR on 12/13/2014 4:54:44 AM EST for EFDID 71107 and Accession Number 0001459850-13-000004.
SEC FORM D
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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.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D
Notice of Exempt Offering of Securities
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| OMB APPROVAL |
| OMB Number: |
3235-0076 |
| Expires: |
August 31, 2015 |
| Estimated average burden |
| hours per response: |
4.00 |
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1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
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Entity Type |
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0001459850
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| Oil States Trading, LLC |
| Petroleum Growth Fund, Ltd. |
| Legacy Income Fund I, Ltd. |
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Corporation |
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Limited Partnership |
| X |
Limited Liability Company |
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General Partnership |
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Business Trust |
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Other (Specify) |
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| Name of Issuer |
| Ledger Petroleum LLC |
| Jurisdiction of Incorporation/Organization |
| TEXAS |
| Year of Incorporation/Organization |
| X |
Over Five Years Ago |
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Within Last Five Years (Specify Year) |
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Yet to Be Formed |
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2. Principal Place of Business and Contact Information
| Name of Issuer |
| Ledger Petroleum LLC |
| Street Address 1 |
Street Address 2 |
| 558 AMBLER AVENUE |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| ABILENE |
TEXAS |
79601 |
325-695-1329 |
3. Related Persons
| Last Name |
First Name |
Middle Name |
| Thomas |
Paul |
A |
| Street Address 1 |
Street Address 2 |
| 558 Ambler Avenue |
| City |
State/Province/Country |
ZIP/PostalCode |
| Abilene |
TEXAS |
79601 |
| Relationship: |
X |
Executive Officer |
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Director |
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Promoter |
Clarification of Response (if Necessary):
Paul A. Thomas and W. Allan Meador are the managers of Ledger Petroleum, LLC (formerly Oil States Trading, LLC) and are responsible for the raising of capital for this effort.
| Last Name |
First Name |
Middle Name |
| Meador |
W. |
Allan |
| Street Address 1 |
Street Address 2 |
| 558 Ambler Avenue |
| City |
State/Province/Country |
ZIP/PostalCode |
| Abilene |
TEXAS |
79601 |
| Relationship: |
X |
Executive Officer |
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Director |
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Promoter |
Clarification of Response (if Necessary):
Paul A. Thomas and W. Allan Meador are the managers of Ledger Petroleum, LLC (formerly Oil States Trading, LLC) and are responsible for the raising of capital for this effort.
4. Industry Group
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Agriculture |
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Banking & Financial Services |
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Commercial Banking |
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Insurance |
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Investing |
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Investment Banking |
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Pooled Investment Fund |
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Is the issuer registered as an investment company under the Investment Company Act of 1940? |
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Other Banking & Financial Services |
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Business Services |
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Energy |
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Health Care |
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Manufacturing |
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Real Estate |
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Retailing |
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Restaurants |
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Technology |
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Travel |
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Tourism & Travel Services |
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Other |
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5. Issuer Size
| Revenue Range |
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Aggregate Net Asset Value Range |
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No Revenues |
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No Aggregate Net Asset Value |
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$1 - $1,000,000 |
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$1 - $5,000,000 |
| X |
$1,000,001 - $5,000,000 |
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$5,000,001 - $25,000,000 |
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$5,000,001 - $25,000,000 |
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$25,000,001 - $50,000,000 |
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$25,000,001 - $100,000,000 |
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$50,000,001 - $100,000,000 |
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Over $100,000,000 |
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Over $100,000,000 |
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Decline to Disclose |
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Decline to Disclose |
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Not Applicable |
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Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
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Rule 504(b)(1) (not (i), (ii) or (iii)) |
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Rule 505 |
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Rule 504 (b)(1)(i) |
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Rule 506 |
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Rule 504 (b)(1)(ii) |
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Securities Act Section 4(5) |
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Rule 504 (b)(1)(iii) |
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Investment Company Act Section 3(c) |
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Section 3(c)(1) |
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Section 3(c)(9) |
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Section 3(c)(2) |
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Section 3(c)(10) |
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Section 3(c)(3) |
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Section 3(c)(11) |
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Section 3(c)(4) |
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Section 3(c)(12) |
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Section 3(c)(5) |
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Section 3(c)(13) |
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Section 3(c)(6) |
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Section 3(c)(14) |
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7. Type of Filing
| X |
New Notice |
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Date of First Sale |
2004-10-01 |
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First Sale Yet to Occur |
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Amendment |
8. Duration of Offering
| Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
| X |
Equity |
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Pooled Investment Fund Interests |
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Debt |
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Tenant-in-Common Securities |
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Option, Warrant or Other Right to Acquire Another Security |
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Mineral Property Securities |
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Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
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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? |
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Clarification of Response (if Necessary):
11. Minimum Investment
| Minimum investment accepted from any outside investor |
$25,000 |
USD |
12. Sales Compensation
| Recipient |
| Recipient CRD Number |
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None |
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| Bart Harrison |
1616987 |
| (Associated) Broker or Dealer |
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None |
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| (Associated) Broker or Dealer CRD Number |
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None |
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| Emerson Equity |
130032 |
| Street Address 1 |
Street Address 2 |
| 6200 Oxford Circle |
| City |
State/Province/Country |
ZIP/Postal Code |
| Pinson |
ALABAMA |
35126 |
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 |
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None |
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| Dominic Baldini |
3082081 |
| (Associated) Broker or Dealer |
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None |
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| (Associated) Broker or Dealer CRD Number |
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None |
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| Emerson Equity |
120032 |
| Street Address 1 |
Street Address 2 |
| 155 Bovet Road, Suite 725 |
| City |
State/Province/Country |
ZIP/Postal Code |
| San Mateo |
CALIFORNIA |
94402 |
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 |
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None |
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| Trevor Gordon |
2195122 |
| (Associated) Broker or Dealer |
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None |
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| (Associated) Broker or Dealer CRD Number |
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None |
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| Sandlapper Securities |
137906 |
| Street Address 1 |
Street Address 2 |
| 101 N. Main Street |
| City |
State/Province/Country |
ZIP/Postal Code |
| Greenville |
SOUTH CAROLINA |
29601 |
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 |
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None |
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| Glenn Martini |
5094747 |
| (Associated) Broker or Dealer |
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None |
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| (Associated) Broker or Dealer CRD Number |
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None |
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| VFG Securities, Inc. |
15121 |
| Street Address 1 |
Street Address 2 |
| 1820 Preston Park Blvd |
| City |
State/Province/Country |
ZIP/Postal Code |
| Plano |
TEXAS |
75093 |
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 |
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None |
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| Larry Law |
1273118 |
| (Associated) Broker or Dealer |
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None |
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| (Associated) Broker or Dealer CRD Number |
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None |
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| JRL Capital Corporation |
10225 |
| Street Address 1 |
Street Address 2 |
| 20371 Irvine Avenue Suite A-140 |
| City |
State/Province/Country |
ZIP/Postal Code |
| Newport Beach |
CALIFORNIA |
92660 |
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 |
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None |
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| Debra Snetting |
4228688 |
| (Associated) Broker or Dealer |
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None |
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| (Associated) Broker or Dealer CRD Number |
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None |
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| Richfield Orion International, Inc. |
24433 |
| Street Address 1 |
Street Address 2 |
| 1 Oakwood Park Plaza |
| City |
State/Province/Country |
ZIP/Postal Code |
| Castle Rock |
COLORADO |
80104 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
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13. Offering and Sales Amounts
| Total Offering Amount |
$25,000,000 |
USD |
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| Total Amount Sold |
$6,000,000 |
USD |
| Total Remaining to be Sold |
$19,000,000 |
USD |
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Clarification of Response (if Necessary):
In 2005, Legacy Income Fund I, Ltd. (formerly Petroleum Growth Fund, Ltd) was launched with $1,000,000 in capital. In 2013, the total amount is being raised is $25M, we have $6M raised in the fund as of 3-1-2013. Fundraising scheduled to end 12/13.14. Investors
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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. |
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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: |
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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 |
$2,152,500 |
USD |
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| Finders' Fees |
$0 |
USD |
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Clarification of Response (if Necessary):
Selling costs for this raise are 10.25% of total capital raised (estimated), including: retail commissions (7%), Due Diligence (1%),Wholesaler (2%), compliance (.25%). Additionally, 4.25% of raise is being repaid to sponsor as organization costs.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):
Executive officer do not receive commissions. Executive salaries are capped at $100,000 annually each for two officers. So, $200,000 from operations per year of operation will be paid to executive officers. None of raise is being paid to executives.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 it 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 |
| Ledger Petroleum LLC |
Paul A. Thomas |
Paul A. Thomas |
Manager |
2013-03-13 |
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.