-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fb6WCAFlEgyWx45ra0hxJbMwq1MZ3hfGnLSn1de/1vIzAUW8KDjya/WSnN/wfSss n5tPOfbyhtd201Ydd1Q35Q== 0001437904-09-000074.txt : 20091125 0001437904-09-000074.hdr.sgml : 20091125 20091125133606 ACCESSION NUMBER: 0001437904-09-000074 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20091125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Promap Corp CENTRAL INDEX KEY: 0001477009 IRS NUMBER: 208096131 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-163342 FILM NUMBER: 091207623 BUSINESS ADDRESS: STREET 1: 7060B SOUTH TUCSON WAY CITY: CENTENNIAL STATE: CO ZIP: 80112 BUSINESS PHONE: (720) 889-0510 MAIL ADDRESS: STREET 1: 7060B SOUTH TUCSON WAY CITY: CENTENNIAL STATE: CO ZIP: 80112 S-1 1 promaps-1.txt PROMAP CORPORATION S-1 REGIS STMT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROMAP CORPORATION (Exact name of registrant as specified in its charter) Colorado 7379 20-8096131 - ---------------------------- ------------------------- ------------------- (State or other jurisdiction (Primary Standard (IRS Employer of incorporation) Industrial Classification Identification No.) Code Number) 7060B S. Tucson Way Centennial, Colorado 80112 (720) 889-0510 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Steven A. Tedesco President Promap Corporation 7060B S. Tucson Way Centennial, Colorado 80112 (720) 889-0510 (Name, address, including zip code, and telephone number, including area code, of agent for service) With a Copy to: Jon D. Sawyer, Esq. Jin Schauer & Saad LLC 600 Seventeenth St., Suite 2700S Denver, Colorado 80202 Office (720) 889-2211 Fax (720) 889-2222 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. 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. ( ) 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. [ ] 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. [ ] 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 (__) Smaller reporting company ( X) (Do not check if a smaller reporting company) CALCULATION OF REGISTRATION FEE ____________________________________________________________________________ Proposed Proposed Maximum Maximum Title of Each Class Amount Offering Aggregate Amount of of Securities to to be Price Offering Registration be Registered (1) Registered Per Share Price (2) Fee ____________________________________________________________________________ Common Stock 2,300,000 $0.25 $575,000 $32.09 ____________________________________________________________________________ (1) We intend to offer a minimum of 160,000 shares of our common stock (the "Shares") up to a maximum of 800,000 Shares. We will establish an escrow account and all proceeds will be deposited into said account until such time as the minimum subscription, or $40,000 is raised, at which time the funds will be released to us for use in operations. In the event we do not raise the minimum proceeds before the expiration date of the offering, all funds raised will be returned promptly to the subscribers without deductions or interest. (2) This amount represents the proposed maximum aggregate offering price of the securities registered hereunder to be sold by the Registrant and the selling shareholders. Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o). ________________________ 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 Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine. 2 PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED NOVEMBER 27, 2009 PROSPECTUS PROMAP CORPORATION is registering 1,500,000 shares of its Common Stock already issued and offering 800,000 shares of its Common Stock on a "self-underwritten," "best efforts" basis with a minimum of 160,000 shares and a maximum of 800,000 shares We are registering 1,500,000 shares for sale on behalf of selling shareholders and 800,000 shares for sale on behalf of our company. We intend to offer the 800,000 shares at $0.25 per share for up to 120 days, which may be extended an additional 90 days, after the date of this prospectus, and once this offering is closed we will deregister any shares of such 800,000 shares remaining unsold to the public by a post-effective amendment to the registration statement, prior to the commencement of the secondary offering on behalf of the selling shareholders. This is the initial offering of common stock of Promap Corporation. No public market currently exists for these shares. Promap Corporation is offering for sale a minimum of 160,000 shares, up to a maximum of 800,000 shares of its common stock on a "self-underwritten," best efforts basis, which means our officers and directors will attempt to sell the shares. The shares will be offered at a price of $0.25 per share for a period of one hundred and twenty (120) days from the date of this prospectus, subject to a ninety (90) day extension. There is no minimum amount of shares required to be purchased by any particular investor. Promap Corporation has operated for 22 years, but its founder and President has never devoted his full time to the business. Therefore, it is considered a company with a limited operating history. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a complete loss of your investment. Before investing, you should carefully read this prospectus and, particularly, the "Risk Factors" section, beginning on page 6. After our offering of 800,000 shares to the public and after a market develops for our common stock, of which there is no assurance, our selling shareholders plan to sell their shares at such prices as the market may dictate from time to time. The selling shareholders are not paying any of the offering expenses and we will not receive any of the proceeds from the sale of the shares by the selling shareholders. There is no market price for our common stock now and our pricing is arbitrary with no relation to market value, liquidation value, earnings or dividends. The price for our public offering was arbitrarily set at $.25 per share, based on speculative concept unsupported by any other comparables. Neither the U.S. Securities and Exchange Commission nor any state securities division has approved or disapproved these securities, passed upon the truthfulness or accuracy, or determined if this prospectus is current or complete. Any representation to the contrary is a criminal offense. Public Underwriting Offering or Sales Proceeds to Price Commissions Promap Corporation -------- ----------- ------------------ Common Stock (1) Total Offering - Minimum Offering (2)(3) $0.25 $ 0 $ 40,000 Maximum Offering $0.25 $ 0 $200,000 3 The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. ______________________ (1) As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our shares will ever develop. (2) Pending the receipt and payment of any checks gathered to satisfy the $40,000 minimum, all proceeds will be held in a non-interest bearing escrow account by the Escrow Agent for this offering. The Escrow Agent is Corporate Stock Transfer, Inc., who has the sole signature authority over this account and determines whether the minimum offering requirements are satisfied. Funds will be deposited in this escrow account no later than noon on the business day following receipt. In the event the minimum is not sold within the 120- day offering period or any extension of an additional 90 days at our discretion, this offering will terminate and all funds will be returned promptly to subscribers by the Escrow Agent without any deductions or payment of interest. Subscribers will not be entitled to a return of funds from such escrow during the 120-day offering period or any extension period, for a potential total of 210 days. See "Use of Proceeds" and "Plan of Distribution". (3) The proceeds to the Company are shown before deduction for legal, accounting, printing, and other expenses, estimated at $30,000. See "Use of Proceeds" and "Dilution." ________________________ Subject to Completion, Dated ________, 2009 4 TABLE OF CONTENTS Page SUMMARY OF PROSPECTUS ........................................... 7 General Information About Our Company ...................... 7 The Offering ............................................... 7 RISK FACTORS .................................................... 9 Risks Associated with Our Company .......................... 9 Risks Associated with this Offering ........................ 12 USE OF PROCEEDS ................................................. 14 DETERMINATION OF OFFERING PRICE ................................. 15 DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES ................... 15 SELLING SHAREHOLDERS ............................................ 16 INVESTOR SUITABILITY REQUIREMENTS ............................... 17 PLAN OF DISTRIBUTION ............................................ 17 LEGAL PROCEEDINGS ............................................... 19 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS .... 19 Background Information about Our Officers and Directors .... 19 EXECUTIVE COMPENSATION .......................................... 20 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .. 21 Future Sales by Existing Stockholders ...................... 21 DESCRIPTION OF SECURITIES ....................................... 22 Common Stock ............................................... 22 Preferred Stock ............................................ 22 Options .................................................... 22 Shares Eligible for Future Sale ............................ 22 Rule 144 ................................................... 22 INDEMNIFICATION ................................................. 23 DESCRIPTION OF BUSINESS ......................................... 23 General Information ........................................ 23 Industry Overview .......................................... 24 Process of Making Maps ..................................... 24 Revenue Strategy ........................................... 24 Management and Employees ................................... 24 Customers .................................................. 25 Marketing .................................................. 25 Patents and Trademarks ..................................... 25 Competition ................................................ 25 Government and Industry Regulation ......................... 26 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ..................................... 26 Results of Operations for the year ended December 31, 2008 compared to the year ended December 31, 2007 .............. 26 Liquidity and Capital Resources ............................ 27 Plan of Operation .......................................... 27 Proposed Milestones to Implement Business Operations ....... 28 Recently Issued Accounting Pronouncements .................. 29 Seasonality ................................................ 29 DESCRIPTION OF PROPERTY ......................................... 29 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .................. 29 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ........ 29 Reports .................................................... 30 Stock Transfer Agent ....................................... 31 SUBSCRIPTION AGREEMENT AND PROCEDURES ........................... 31 EXPERTS AND LEGAL COUNSEL ....................................... 31 AVAILABLE INFORMATION ........................................... 31 FINANCIAL STATEMENTS ............................................ F-1 6 PROMAP CORPORATION 7060B S. Tucson Way Centennial, Colorado 80112 SUMMARY OF PROSPECTUS General Information about Our Company Promap Corporation was incorporated in the State of Colorado on November 12, 1987. References in this document to "us," "we," or "Company" refer to Promap Corporation. We sell GIS maps to oil and gas companies which are working in the major oil and gas basins in the United States and Canada. Nearly all sales during the last two years and nine months have been to affiliates of the Company. Our headquarters are located at 7060B S. Tucson Way, Centennial Colorado 80112. Our phone number at our headquarters is (720) 889-0510. Our fiscal year end is December 31. The Offering Following is a brief summary of this offering. Please see the Plan of Distribution section for a more detailed description of the terms of the offering. Securities Being Offered We are offering 800,000 shares of our common stock on a "best-efforts" basis with a minimum of 160,000 shares and a maximum of 800,000 shares. After the offering is closed we will cease the offering of our shares by the Company and file a post-effective amendment to the Registration Statement to deregister any unsold shares and our selling shareholders may then commence to sell their 1,500,000 shares in market sales, if a market ever develops after the offering closes. Offering Price per Share $0.25 Offering Period The 800,000 shares are being offered for a period not to exceed 120 days, unless extended by our board of directors for an additional 90 days. The 1,500,000 shares which are being offered by selling shareholders will be offered after our offering is closed and a market has developed, of which there is no assurance, and their offering will continue indefinitely. Gross Proceeds to Our Company $ 40,000 (Minimum Offering) $200,000 (Maximum Offering) Use of Proceeds We intend to use the proceeds of this offering to pay for sales and marketing activities, general administrative expenses and for the costs of the offering. See "Use of Proceeds." We will not receive any of the proceeds from the sale of shares by the selling shareholders. Number of Shares Outstanding Before the Offering: 9,500,000 Number of Shares Outstanding After the Offering: 9,660,000 (Minimum Offering) 10,300,000 (Maximum Offering) 7 Plan of Distribution This is a self-underwritten offering. This prospectus is part of a registration statement that permits our officers and directors to sell the Shares directly to the public, with no commission or other remuneration payable to them for any Shares they sell. The officers and directors will not purchase Shares in this offering, including, but not limited to, purchases of Shares in order to reach the minimum offering amount. Escrow Account Pending sale of the $40,000 minimum, all proceeds will be held in a non-interest bearing escrow account by the Escrow Agent for this offering. The Escrow Agent is Corporate Stock Transfer, Inc. Funds will be deposited in this escrow account no later than noon on the business day following receipt. In the event the minimum is not sold within the 120-day offering period or any extension of an additional 90 days at our discretion, this offering will terminate and all funds will be returned promptly to subscribers by the Escrow Agent without any deductions or payment of interest. Subscribers will not be entitled to a return of funds from such escrow during the 120-day offering period or any extension period, for a potential total of 210 days. See "Use of Proceeds" and "Plan of Distribution." Investor Suitability Requirements This offering is limited to investors resident in Colorado, ________ and __________. Purchasers in any subsequent trading market must comply with the applicable securities laws of the State in which they purchase our common stock. Subscription Agreement and Procedures We will accept no subscriptions or indications of interest until our registration statement is effective. At that point, all subscriptions must be made by the execution and delivery of a subscription agreement, a form of which is attached to this prospectus as Annex A. Subscriptions are not binding until accepted. Risk Factors An investment in these securities involves an exceptionally high degree of risk and is extremely speculative in nature. You should carefully consider the information set forth in the "Risk Factors" section. 8 RISK FACTORS An investment in these securities involves an exceptionally high degree of risk and is extremely speculative in nature. Following are what we believe are all of the material risks involved if you decide to purchase shares in this offering. RISKS ASSOCIATED WITH OUR COMPANY: WE HAVE A HISTORY OF LIMITED OPERATIONS. We commenced our operations in November 1989 as a sideline business of Steven Tedesco, our founder and President, who has been engaged in various businesses in the oil and gas and coal industries. Most of the sales since inception have been made to companies with which Mr. Tedesco has been affiliated. During the last two fiscal years our sales exceeded $130,000 annually and we were marginally profitable. During the nine months ended September 30, 2009, our sales declined due to the slow down in the oil and gas business and we had a net loss of $16,536. We may continue to incur net losses for the foreseeable future as we continue to further develop our business. Our ability to generate and sustain significant additional revenues or achieve profitability will depend upon the factors discussed elsewhere in this "Risk Factors" section. We cannot assure you that we will achieve or sustain profitability or that our operating losses will not increase in the future. If we do achieve profitability, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis in the future. We expect to incur operating losses for one or two more quarters until our sales level has picked back up. We expect approximately $140,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT FOR US TO EVALUATE OUR FUTURE BUSINESS PROSPECTS AND MAKE DECISIONS BASED ON THOSE ESTIMATES OF OUR FUTURE PERFORMANCE. We have operated as a corporation for some time but with a limited amount of marketing effort and sales. This makes it difficult to evaluate our business on the basis of historical operations. As a consequence, our past results may not be indicative of future results. Although this is true for any business, it is particularly true for us because of our limited operating history. Reliance on historical results may hinder our ability to anticipate what the results will be when we increase our marketing efforts and otherwise attempt to increase our business. If we make poor budgetary decisions as a result of unreliable historical data, we could continue to incur losses, which may result in a decline in our stock price. WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY. We have never operated as a public company. We have no experience in complying with the various rules and regulations which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us. 9 WE ARE IMPLEMENTING A STRATEGY TO GROW AND EXPAND OUR BUSINESS, WHICH MAY NOT GENERATE INCREASES IN OUR REVENUES. We intend to expand our business, and we plan to incur expenses associated with our growth and expansion. We will need to generate greater revenues to offset expenses associated with our growth, and we may be unsuccessful in achieving greater revenues, despite our attempts to grow our business. If our growth strategies do not result in increased revenues, we may have to abandon our plans for further growth or may even reduce the current size of our operations. WE MAY NEED TO RAISE ADDITIONAL FUNDS, AND THESE FUNDS MAY NOT BE AVAILABLE WHEN WE NEED THEM. We believe that we can be profitable or at break even by the end of the fiscal year ending December 31, 2010, because we believe that the oil and gas business has been improving and the drilling activity, at least for oil, is improving. With a renewed effort to market our business and with the assistance of one or two part-time salesmen, we believe that we can increase sales back to the target levels. Based upon our current plans, we believe that we can control our expenses which are closely tied to our level of business activity so that cash generated from operations is expected to be sufficient for the foreseeable future to fund our operations at our currently forecasted levels. To try to operate at a break-even level based upon our current level of anticipated business activity, we believe that we must generate approximately $144,000 in revenue per year. However, if our forecasts are inaccurate, we will need to raise additional funds. On the other hand, we may choose to scale back our operations to operate at break- even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services and products, appropriate responses to competitive pressures, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all. BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR OPERATIONS. A COMPANY IN OUR INDUSTRY WITH LIMITED OPERATIONS HAS A SMALLER OPPORTUNITY TO BE SUCCESSFUL. Because we are small and do not have much capital, we must limit our operations. We must limit our operations to providing a limited range of products and services as the only area in which we operate. Because we may have to limit our operations, we may not generate sufficient sales to make a profit. If we do not make a profit, we may have to suspend or cease operations. BECAUSE OUR CURRENT OFFICERS AND DIRECTORS ARE INVOLVED WITH OTHER BUSINESSES, SOME OF WHICH ARE IN THE SAME INDUSTRY, THE MANNER IN WHICH WE OPERATE MAY CREATE THE POSSIBILITY OF A CONFLICT OF INTEREST. All of our officers and directors are also involved with other businesses, some of which are other businesses in the same industry. Messrs. Tedesco and Carington are involved in other businesses in the same industry. These other arrangements could create conflicts of interest with respect to our operations. Each of our officers and directors is aware of their responsibilities with respect to corporate opportunities and plans to operate our Company in such a manner as to minimize the effect of any conflict of interest. Each officer and director has agreed to contract with the Company on the same or better terms and conditions than each would with unaffiliated third parties. Each of these officers and directors will use their best judgments to resolve all potential conflicts. We cannot guarantee that any potential conflicts can be avoided. OUR SUCCESS WILL BE DEPENDENT UPON OUR MANAGEMENT. Our success will be dependent upon the decision making of our directors and executive officers. These individuals intend to commit as much time as necessary to our business, but this commitment is no assurance of success. The loss of any or all of these individuals, particularly Messrs. Tedesco and Carington, could have a material, adverse impact on our operations. We have no written employment agreements with any officers and directors, including Messrs. Tedesco and Carington. We have not obtained key man life insurance on the lives of any of these individuals. 10 SINCE OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS. Steven Tedesco, our President and Chief Executive Officer, currently devotes approximately five hours per week providing management services to us. While he presently possesses adequate time to attend to our interests, it is possible that the demands on him from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. The loss of Mr. Tedesco to our business would negatively impact our business development. He focuses most of his time as President and Chief Executive Officer of Admiral Bay Resources, a Canadian junior resource company. He also serves as President of Running Foxes Petroleum, Inc. and as President of Atoka Coalbed Methane Laboratories Corp. WE ARE A RELATIVELY SMALL COMPANY WITH LIMITED RESOURCES COMPARED TO SOME OF OUR CURRENT AND POTENTIAL COMPETITORS, WHICH MAY HINDER OUR ABILITY TO COMPETE EFFECTIVELY. Some of our current and potential competitors have longer operating histories, significantly greater resources, broader name recognition, and a larger installed base of clients than we have. As a result, these competitors may have greater credibility with our potential new clients. They also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion and sale of their products than we can to ours, which would allow them to respond more quickly than us to changes in client requirements. WE MAY BE UNABLE TO HIRE AND RETAIN KEY PERSONNEL. Our future success depends on our ability to attract qualified sales personnel. We may be unable to attract these necessary personnel. If we fail to attract or retain skilled employees, we may be unable to generate sufficient revenue to offset our operating costs. WE MAY NEED TO SUBSTANTIALLY INVEST IN MARKETING EFFORTS IN ORDER TO GROW OUR BUSINESS, WHICH WILL BE EXPENSIVE. In order to grow our business, we will need to develop and maintain wider spread recognition and acceptance of our Company and our products. We plan to rely primarily on word of mouth from our existing contacts we develop personally through industry events to promote and market ourselves. To date, marketing and advertising expenses have been negligible. If we fail to successfully market and promote our business, we could lose potential clients to our competitors, or our growth efforts may be ineffective. If we incur significant expenses promoting and marketing ourselves, it could delay or completely forestall our profitability. OUR BUSINESS IS NOT DIVERSIFIED, WHICH COULD RESULT IN SIGNIFICANT FLUCTUATIONS IN OUR OPERATING RESULTS. All of our business is involved in the marketing and selling of oil and gas production maps, and, accordingly, is dependent upon trends in the sector. Downturns in the oil and gas industry could have a material adverse effect on our business. A downturn in the oil and gas industry could also reduce our stock price, even if our business is successful. OUR DIRECTORS HAVE THE ABILITY TO SIGNIFICANTLY INFLUENCE ANY MATTERS TO BE DECIDED BY THE STOCKHOLDERS, WHICH MAY PREVENT OR DELAY A CHANGE IN CONTROL OF OUR COMPANY. The current members of our Board of Directors beneficially own, in the aggregate, approximately 90% of our common stock, on a fully diluted basis. 11 As a result, if they choose to vote in concert, our directors are collectively able to significantly influence the outcome of any corporate matters submitted to our stockholders for approval, including any transaction that might cause a change in control, such as a merger or acquisition. It is unlikely that stockholders in favor of a matter, which is opposed by the Board of Directors, would be able to obtain the number of votes necessary to overrule the vote of the Board of Directors. Further, the control by the directors means that they may make decisions for us with which you may disagree or that you may feel are not in our best interests. RISKS ASSOCIATED WITH THIS OFFERING: BUYING LOW-PRICED PENNY STOCKS IS VERY RISKY AND SPECULATIVE. The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker- dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker- dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in this offering in the public markets. WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES. This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell them through our officers and directors, who will receive no commissions. We will hold investment meetings and invite our friends, acquaintances and relatives in an effort to sell the shares to them; however, there is no guarantee that we will be able to sell any of the shares. In the event we are unable to sell most of the shares in this offering, we will be forced to reduce our proposed business operations until such time as additional monies can be obtained, either through loans or financings. YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES. Our existing stockholders acquired their shares at a cost substantially less than that which you will pay for the shares you purchase in this offering. Accordingly, any investment you make in these shares will result in the immediate and substantial dilution of the net tangible book value of those shares from the $0.25 you pay for them. As of September 30, 2009, our net tangible book value (assuming that a total of 9,500,000 Common Shares were issued and outstanding) was $27,050 or approximately $.002 per share. Assuming that $170,000 of maximum net proceeds are realized from this Offering, the dilution to new investors from the Offering price of $0.25 per share will be approximately $0.231 per share, and the gain by existing investors will be approximately $0.017 per share. Assuming that $10,000 of minimum net proceeds are realized from this Offering, the dilution to new investors from the Offering price of $0.25 per share will be approximately $0.246 per share, and the gain by existing investors will be approximately $0.002 per share. OUR COMMON STOCK CURRENTLY HAS NO TRADING MARKET AND THERE IS NO GUARANTEE A TRADING MARKET WILL EVER DEVELOP FOR OUR SECURITIES. There is presently no demand for our common stock. There is presently no public market for the shares being offered in this prospectus. While we do 12 intend to apply for quotation in the Over-the-Counter Bulletin Board, we cannot guarantee that our application will be approved and our stock listed and quoted for sale. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment. THE OVER-THE-COUNTER MARKET FOR STOCK SUCH AS OURS HAS HAD EXTREME PRICE AND VOLUME FLUCTUATIONS. The securities of companies such as ours have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as new product developments and trends in the our industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock. ALL OF OUR COMMON STOCK IS RESTRICTED BUT COULD BECOME ELIGIBLE FOR RESALE UNDER RULE 144; THIS COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DROP SIGNIFICANTLY, EVEN IF OUR BUSINESS IS DOING WELL. Of our total outstanding shares following this offering, 9,500,000 or 98.3% (minimum) or 92.2% (maximum) are restricted from immediate resale but may be sold into the market subject to volume and manner of sale limitations under Rule 144 beginning in ____________, 2010 (90 days after date of this prospectus). This could cause the market price of our common stock to drop significantly, even if our business is doing well. After this offering, we will have outstanding 10,300,000 shares (maximum) or 9,660,000 (minimum) of common stock based on the number of shares outstanding at September 30, 2009. This includes the common shares we are selling in this offering, which may be resold in the public market immediately. As restrictions on resale end, the market price of our stock could drop significantly if the holders of restricted shares sell them or are perceived by the market as intending to sell them. WE DO NOT EXPECT TO PAY DIVIDENDS ON COMMON STOCK. We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion. 13 USE OF PROCEEDS We will not receive any proceeds from the sale of any of the 1,500,000 shares of common stock being registered in this prospectus and which are currently held by our selling shareholders. We have estimated the total proceeds from this offering to be $40,000, assuming a minimum subscription, or $160,000, assuming all shares are sold, which we cannot guarantee. These proceeds do not include offering costs, which we estimate to be $30,000. We expect to disburse the proceeds from this offering in the priority set forth below, during the first 12 months after successful completion of this offering: Minimum Maximum Offering Offering ---------- ---------- Total Proceeds $ 40,000 $ 200,000 Less: Estimated Offering Expenses (1) 30,000 30,000 ---------- --------- Proceeds to Us: $ 10,000 $ 170,000 ========== ========= Sales(2) $ 10,000 $ 40,000 Working Capital(3) $ 0 $ 130,000 _________________________ (1) Offering expenses include legal, accounting, printing, and escrow agent fees. The escrow agent fees are estimated at $1,000. (2) We plan to spend these funds on marketing and sales of the Company's maps. Depending on the amount of money we raise we will hire one or two sales persons and one or both of these persons will be part-time. (3) We plan to spend our working capital in the following areas: Some of the funds will be used to upgrade our website. The remaining funds will be used for general and administrative expenses and possibly some for sales. The amount and timing of working capital expenditures may vary significantly depending upon numerous factors such as: * Sales generated from existing customers, * The development of marketing and sales resources, * Administrative expenses, and * Other requirements not now known or estimable. Until we use the net proceeds for the above purposes, we intend to invest such funds in short-term, interest-bearing, investment grade obligations and deposit accounts. If we raise an amount between the minimum and maximum, we will use the excess amount above the minimum but below the maximum to expand our operations, as discussed above. We believe that our available cash and existing sources of funding, together with the minimum proceeds of this offering and interest earned thereon, will be adequate to maintain our current and planned operations for at least the next twelve months. 14 DETERMINATION OF OFFERING PRICE The offering price of the shares has been determined arbitrarily by us. We considered no aspect of our capital structure in determining the offering price or the number of shares to be offered. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. Accordingly, the offering price should not be considered an indication of the actual value of our securities. DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. As of September 30, 2009, the net tangible book value of our shares was $27,050, or approximately $0.003 per share, based upon 9,500,000 shares outstanding. Upon completion of this offering, but without taking into account any change in the net tangible book value after completion of this offering, other than that resulting from the sale of the minimum (maximum) Shares and receipt of the proceeds of $40,000 ($160,000), less offering expenses of $30,000, the net tangible book value of the 10,300,000 shares to be outstanding, assuming a maximum subscription, will be $197,050, or approximately $0.019 per Share. If the minimum number of Shares are sold, of which there can be no guarantee, the net tangible book value of the 9,660,000 shares to be outstanding would be $37,050, or approximately $0.004 per share. Accordingly, the net tangible book value of the Shares held by our existing stockholders will be increased by $0.017 per share, assuming a maximum subscription and by $.002 assuming a minimum subscription. Assuming a maximum subscription, without any additional investment on their part, and the purchasers of Shares in this Offering will incur immediate dilution (a reduction in net tangible book value per Share from the offering price of $0.25 per Share) of $0.231 per share. If we sell the minimum amount, they will incur immediate dilution (a reduction in net tangible book value per Share from the offering price of $0.25 per Share) of $0.246 per share. After completion of the sale of the minimum number of shares in this offering, the new shareholders will own approximately 1.66% of the total number of shares then outstanding, for which they will have made a cash investment of $40,000, or $0.25 per Share. Upon completion of the sale of the maximum number of Shares in this offering, the new shareholders will own approximately 8% of the total number of shares then outstanding, for which they will have made a cash investment of $200,000, or $0.25 per Share. The existing stockholders will own approximately 98.3% and 92% based on the minimum and maximum proceeds received of the total number of shares then outstanding, for which they have made contributions of cash and/or services and/or other assets, totaling $20,000 or $.002 per share. The following table illustrates the per share dilution to new investors, assuming both the minimum and maximum number of shares being offered, and does not give any effect to the results of any operations subsequent to September 30, 2009 or the date of this registration statement: Minimum Maximum Offering Offering -------- -------- Public Offering Price Per Share $ 0.25 $ 0.25 Net Tangible Book Value Prior To This Offering $ 27,050 $ 27,050 Net Tangible Book Value After Offering $ 37,050 $197,050 Immediate Dilution Per Share To New Investors $ 0.246 $ 0.231 15 The following table summarizes the number and percentage of shares purchased, the amount and percentage of consideration paid and the average price per Share paid by our existing stockholders and by new investors in this offering: Total ---------------------------------------------------- Price Number of Percent of Consideration Per Share Shares Held Ownership Paid --------- ----------- ---------- -------------- Existing Stockholders $ 0.002 9,500,000 98.3% (min) 92.0% (max) $ 20,000 Investors in This Offering (Minimum) $ 0.25 160,000 1.7% $ 40,000 Investors in This Offering (Maximum) $ 0.25 800,000 8% $ 200,000 SELLING SHAREHOLDERS We are registering 1,500,000 shares of our common stock that were sold to the ten investors listed in the table below during July 2009 in a private stock offering exempt from registration pursuant to the provisions of Section 4(2) of the Securities Act of 1933, as amended. All investors were accredited investors. The following table lists all selling shareholders and other information regarding the beneficial ownership of the shares owned by each of the selling shareholders. Except as indicated in the footnotes to the table, no selling shareholder is an affiliate of the Company. None of our selling shareholders is a registered broker-dealer or affiliate of a registered broker-dealer. Share Share Percentage Percentage Ownership Ownership Ownership Ownership Before After Before After Shareholder's Name Issue Date Offering Offering Offering Offering(1) - ------------------ ---------- --------- --------- ---------- ----------- Steven Tedesco(2) 7/24/2009 8,225,000 8,000,000 86.6% 81.8% Christine Tedesco(3) 7/24/2009 200,000 0 2.1% 0 Joseph O'Farrell 7/24/2009 50,000 0 .5% 0 Steven Quoy 7/24/2009 200,000 0 2.1% 0 Lynn Quoy 7/24/2009 200,000 0 2.1% 0 Underwood Family Partners 7/24/2009 400,000 0 4.2% 0 David Bramhill(4) 7/24/2009 100,000 0 1.1% 0 Michael Thomsen 7/24/2009 75,000 0 0.8% 0 David Lavigne 7/24/2009 25,000 0 0.3% 0 Robert Carington(5) 7/24/2009 25,000 0 0.3% 0 ____________________ (1) Assuming maximum offering is sold. (2) President and Director since November 1987. (3) The spouse of Steven Tedesco. (4) Director since July 2009. (5) Chief Financial Officer since July 2009. 16 INVESTOR SUITABILITY REQUIREMENTS Geographical Requirements This offering is limited to investors resident in Colorado, ___________ and ___________. Each prospective investor should consult with his, her or its own attorney, accountant and/or financial advisor to discuss the implications of the information contained herein and the merits and risks of an investment in the shares. WE reserve the right to make OUR own DETERMINATION, in OUR sole discretion, as to whether any prospective investor meets the above suitability standards. Purchasers in any subsequent trading market must comply with the applicable securities laws of the State in which they purchase our common stock. PLAN OF DISTRIBUTION We are offering 800,000 shares of our common stock on a "self- underwritten," "best-efforts" basis with a minimum of 160,000 shares and a maximum of 800,000 shares. After the offering is closed we will cease our offering of our shares by the Company and file a post-effective amendment to the registration Statement to deregister any unsold shares and our selling shareholders may then commence to sell their 1,500,000 shares as described below, if a market ever develops after the offering closes. The officers and directors will not purchase Shares in this offering, including, but not limited to, purchases of Shares in order to reach the minimum offering amount. In offering the securities on our behalf, our officers and directors will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. We believe that Messrs. Steven A. Tedesco, Robert Carington and David Bramhill specifically meet the provisions of Rule 3a4-1(a)(1)-(3) and (4)(ii) because they are not subject to a statutory disqualification, as that term is defined under Section 3(a)39 of the Securities Exchange Act of 1934; they will not be compensated, directly or indirectly for their participation in the offering; they will not be, at the time of his participation, an associated person of a broker or dealer; and all three will meet all of the elements of Rule 3a4-1(a)(4)(ii). The Shares will be sold at the fixed price of $0.25 per Share until the completion of this offering. There is no minimum amount of subscription required by any particular investor. After the closing of this offering, our selling shareholders may sell their shares at market prices or at any price in privately negotiated transactions. This offering will commence on the date of this prospectus and continue for a period of 120 days, unless we extend the offering period for an additional 90 days, or unless the offering is completed or otherwise terminated by us for a potential total of 210 days. (the "Expiration Date"). Pending the receipt and payment of any checks gathered to satisfy the $40,000 minimum, all proceeds will be held in a non-interest bearing escrow by the Escrow Agent for this offering. The Escrow Agent is Corporate Stock Transfer, Inc., who has the sole signature authority over this account and determines whether the minimum offering requirements are satisfied. Funds will be deposited in this escrow account no later than noon on the business day following receipt. In the event the minimum is not sold within the 120- day offering period or any extension of an additional 90 days at our discretion, this offering will terminate and all funds will be returned promptly to subscribers by the Escrow Agent without any deductions or payment of interest. Subscribers will not be entitled to a return of funds from such escrow during the 120-day offering period or any extension period, for a potential total of 210 days. Once the minimum offering requirements are satisfied, the funds will be released to us for use in the implementation of our business plans. (See "Use of Proceeds.") The offering will then continue until the maximum offering is sold and the total of $200,000 is received, or the offering expires, whichever first occurs. Once the maximum amount has been raised, all funds collected up to the maximum will be deposited directly into our operating bank account for use in operations. In the event the minimum offering amount is not sold prior to the Expiration Date, all monies will be returned to investors, without interest or deduction. 17 The selling shareholders may sell some or all of their shares in one or more transactions, including block transactions: 1. In the public market if the common stock may from time to time be trading; 2. In privately negotiated transactions; or 3. In any combination of these methods of distribution. There is currently no market for any of our shares, and we cannot give any assurance that our shares will have any market value. Although we intend to apply for trading of our common stock on the Over-the-Counter Bulletin Board electronic quotation service, public trading of our common stock may never materialize. In addition, if a market for our stock does materialize, we cannot give any assurances that a public market for our securities may be sustained. If our common stock becomes traded on the Over-the-Counter Bulletin Board electronic quotation service, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be: 1. The market price of our common stock prevailing at the time of sale; 2. A price related to such prevailing market price of our common stock; or 3. Such other price as the selling shareholders determine from time to time. We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders named in this prospectus. We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. The selling shareholders named in this prospectus must comply with the requirements of the Securities Act of 1933 and the Exchange Act of 1934 in the offer and sale of the common stock. The selling shareholders and any broker-dealers who execute sales for the selling shareholders may be deemed to be an "underwriter" within the meaning of the Securities Act of 1933 in connection with such sales. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and they may, among other things: 1. Not engage in any stabilization activities in connection with our common stock; 2. Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and 3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act. 18 LEGAL PROCEEDINGS We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS Each of our directors is elected by the stockholders to a term of one year and serves until his successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no committees. The name, address, age and position of our officers and directors is set forth below: Name and Address Age Position(s) - ---------------- --- ----------- Steven A. Tedesco 54 President, Chief Executive Officer and 7060B S. Tucson Way Director Centennial, Colorado 80112 Robert W. Carington Jr. 48 Chief Financial Officer, Secretary and 108 Gatewood Court Treasurer San Antonio, TX 78209 David Bramhill 58 Director Fircroft Lane Berrynarbor, Devon UK Ex349SU The persons named above are expected to hold said offices/positions until the next annual meeting of our stockholders. These officers and directors are our only officers, directors, promoters and control persons. Background Information about Our Officers and Directors Steve Tedesco has been the President, Chief Executive Officer and a Director of our Company since its inception in November 1987. Our Company has been somewhat of a sideline business for him while he worked with several other businesses in the oil and gas and coal industry. He focuses most of his time as President and Chief Executive Officer of Admiral Bay Resources, a Canadian junior resource company with coal bed methane assets in Kansas and Pennsylvania, as President of Running Foxes Petroleum, Inc. with producing assets in Utah, Colorado and Kansas and as President of Atoka Coalbed Methane Laboratories Corp. providing unconventional laboratory and surface geochemical services to the industry. He has over 25 years experience working with coals and coal mining and over 22 years experience in oil and gas exploration and production. More specifically, since 1988 he has been working in the coal bed methane industry in North American and Europe with a specific focus on Mid-Continent and Eastern US coals. He has handled such projects from cradle to grave and is well versed in all aspects of oil, gas and coal bed methane operations. In 1981, he received an MS in Geology from Southern Illinois University specializing in coal and he is presently in the Ph.D program at the Colorado School of Mines. Mr. Tedesco is the founder of Atoka Coal Labs, a company specializing in coal analysis for the coalbed methane industry. He has also served as President, CEO and a Director of Admiral Bay Resources Inc., a public company traded on the Toronto Exchange, since November 2005. During the last 5 years Mr. Tedesco has devoted approximately 20 hours per month to the business of our Company and once this offering is completed he expects to continue to devote approximately 20 hours per month to our business. 19 Robert W. Carington Jr. has served as Chief Financial Officer, Secretary and Treasurer of our Company since July 1, 2009. He has served as Chief Financial Officer of Admiral Bay Resources Inc. since 2005. He served as Executive Vice President of Abaxas Petroleum Corporation from July 1998 until October, 2005, and as a director of Abaxas from July 1998 until December 1999. Prior to joining Abaxas, Mr. Carington was a Managing Director with Jefferies & Company, Inc. Prior to joining Jefferies & Company, Inc. in 1993, Mr. Carington was a Vice President at Howard, Weil, Labouisse, Friedrichs, Inc. Mr. Carington was a petroleum engineer with Unocal Corporation from 1983 to 1990. He received a Bachelor of Science in Mechanical Engineering from Rice University in 1983 and a Masters of Business Administration from the University of Houston in 1990. David Bramhill has served as a director of our Company since July 1, 2009. Since March 2007, he has served as Managing Director of Nighthawk Energy PLC, a UK based oil and gas company with equity positions in four projects in the mid-continent region of the United States. Nighthawk is public-traded on the London Stock Exchange AIM. From 2001 to March 2006, he served as the Managing Director of Oil Quest Resources PLC, a UK based oil and gas company. He has previously consulted in an engineering capacity for over 20 years on behalf of Rotork PLC on projects for Shell, ExxonMobil, Petrofina, BP and other international energy companies. EXECUTIVE COMPENSATION None of our officers and directors are compensated for the work they perform on our behalf. However, our officers and directors are reimbursed for any out-of-pocket expenses they incur on our behalf. In addition, in the future, we may approve payment of salaries for our management, but currently, no such plans have been approved. In addition, none of our officers, directors or employees is a party to any employment agreements. During the years ended December 31, 2007 and 2008, Mr. Tedesco received distributions in the amounts of $20,000 and $5,000, respectively. During this period Mr. Tedesco owned 100% of the Company. Mr. Tedesco has not taken any distributions during 2009 and he has no plans to take any distributions in the future. 20 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what such ownership will be assuming completion of the sale of all shares in this offering, which we can't guarantee. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares. A total of 9,500,000 shares are issued and outstanding.
Percentage of Ownership Number of Number of ---------------------------- Shares Shares After Offering Name and Address Before After Before ----------------- of Beneficial Owner (1) Offering Offering Offering Minimum Maximum - ----------------------- ----------- ----------- -------- ------- ------- Steven A. Tedesco 70608 S. Tuscon Way Centennial, CO 80112 8,425,000(2) 8,425,000(2) 88.7% 87.2% 81.8% David Bramhill 100,000 100,000 1.1% 1.0% 1.0% Fircroft Lane Berrynarbor, Devon, UK Ex349SU Robert W. Carington Jr. 25,000 25,000 .3% .3% .2% 108 Gatewood Court San Antonio, TX 78209 All Officers and Directors 8,550,000 8,550,000 90.0% 88.5% 83.0% as a Group (three persons) __________________ (1) All shares owned beneficially or of record. (2) Includes 200,000 shares owned by Christine Tedesco, the wife of Steven Tedesco.
Future Sales by Existing Stockholders A total of 9,500,000 shares have been issued to the existing stockholders, all of which are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale. Any sale of shares held by the existing stockholders (after applicable restrictions expire) and/or the sale of shares purchased in this offering (which would be immediately resalable after the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance. 21 DESCRIPTION OF SECURITIES Our authorized capital stock consists of 50,000,000 shares of common stock, no par value per share and 1,000,000 shares of Preferred Stock, no par value per share to have such preferences as our board of directors may determine from time to time. At September 30, 2009, a total of 9,500,000 common shares and no shares of Preferred Stock were issued and outstanding. Common Stock The holders of common stock are entitled to one vote for each share held. The affirmative vote of a majority of votes cast at a meeting which commences with a lawful quorum is sufficient for approval of most matters upon which shareholders may or must vote, including the questions presented for approval or ratification at the Annual Meeting. However, an amendment of the articles of incorporation requires the affirmative vote of a majority of the total voting power for approval. Common shares do not carry cumulative voting rights, and holders of more than 50% of the common stock have the power to elect all directors and, as a practical matter, to control the Company. Holders of common stock are not entitled to preemptive rights, and the common stock may only be redeemed at our election. Preferred Stock Our preferred shares are entitled to such rights, preferences and limitations as determined by our board of directors. At the present time, no rights, preferences or limitations have been established for our preferred shares. Options We have not issued any options or other derivative securities. Shares Eligible for Future Sale When we complete the maximum offering, we will have 10,300,000 outstanding shares of common stock. The 800,000 shares of our common stock sold in this offering will be freely transferable unless they are purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act. The remaining outstanding shares of our common stock will be restricted, which means they were originally issued in offerings that were not registered on a registration statement filed with the SEC. These restricted shares may be resold only through registration under the Securities Act or under an available exemption from registration, including the exemption provided by Rule 144. Rule 144 In general, under Rule 144, beginning 90 days after the date of this prospectus, a person, or persons whose shares are aggregated, including a person who may be deemed our affiliate, who has beneficially owned restricted shares of common stock for at least six months would be entitled to sell publicly within any three-month period a number of shares that does not exceed the greater of: 1% of the number of shares of our common stock then outstanding, which will equal approximately 103,000 shares immediately after the maximum offering; or the average weekly trading volume of our common stock on OTC Bulletin Board during the four calendar weeks before the filing of a notice on Form 144 relating to the sale. Sales under Rule 144 are governed by manner of sale provisions and notice requirements and to the availability of current public information about us. Commencing 90 days after the date of this prospectus, all of our current shareholders will be eligible to begin selling up to 9,500,000 shares of our common stock pursuant to Rule 144, if these volume and manner of sale limitations are complied with. We are unable to estimate accurately the number of restricted shares that will actually be sold under Rule 144 because this will depend in part on the market price of our common stock, the personal circumstances of the sellers and other factors. 22 INDEMNIFICATION Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The prior discussion of indemnification in this paragraph is intended to provide indemnification to the fullest extent permitted by the laws of the State of Colorado. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue. DESCRIPTION OF OUR BUSINESS General Information Promap Corporation was incorporated in the State of Colorado on November 12, 1987. We are an independent GIS and custom draft energy mapping company for the oil and gas industry in the United States and Canada. We provide hard copy and digital format oil and gas production maps which cover various geologic basins in numerous areas including: Denver Basin, Powder River Basin, Michigan Basin, Williston Basin, Arkoma Basin, Illinois Basin, Cincinnati Arch, Uintah - Piceance Basins and The Nevada Basin. We also provide maps of the North American Coal Basin and Coal Bed Methane Activity and North American Devonian - Mississippian Shale Map with detailed pipeline locations. These maps provide a quick reference to determining what reservoir existing wells produce from, where present activity is and where the location of the existing fields are in relation to the activity in a particular state or geologic basin. We acquire most of the data used in our maps from public sources such as BLM and various state oil and gas commissions, state geological surveys, the Department of Natural Resources and the U.S. Geological Survey (the "USGS"). Our maps, which are color coded by pay zone, are unique in that unlike competing products, they are not limited to a particular state and instead are defined by a geologic basin. The maps are priced to be competitive and to be of interest to a wide variety of industry and non-industry professionals. We currently have maps covering eleven different oil and gas basins, but after the completion of this offering we intend to prepare maps for several new areas which are of interest to the oil and gas industry. These maps are generally updated bi-annually to include any new activity or developments in each specific area. 23 We also provide custom mapping services to a variety of oil and gas companies by providing custom maps to our client's specifications, integrating data into either hardcopy or digital form. Client specifications are compiled, analyzed, documented and assembled into digital form and then printed to the client's requirements for size, quantity and quality. We can also access resources in cartography, geography, surveying and GPS disciplines for a more comprehensive approach to achieve total client satisfaction. Industry Overview The oil and gas production mapping sector is a highly competitive niche business that is essential to energy producers and exploration companies. Accuracy of mapping data is of critical importance in oil and gas exploration and production efforts. The risk and costs involved in establishing where to explore in a particular basin, or where to acquire new assets, are simply too high to leave to inaccurate information. When so much economic risk is at stake, it is obviously important to have precise, up-to-date production data. Process of Making Maps The first step in making a new map is creating the land grid and location of the existing oil and gas fields. This is sometimes the largest cost component because either the land grid has to be purchased or it is digitized from the USGS topographical maps. Then the oil and gas fields are digitized onto the maps. A map can take a GIS technician anywhere from 60 to 90 days to create. Next you add the stratigraphic column, cultural information, specific terrain features and pipelines to the map. The final step is actually printing the maps as they are needed. All of our basic maps have been prepared in digital form, and from there we sometimes add additional features requested by the client or we can just print out the map as it is. We also expect to prepare new maps if and when they are requested by clients. Revenue Strategy The petroleum business is continually expanding as the high dependence of most modern industrial transport, agricultural, and industrial infrastructures rely on the relatively low cost and high availability of oil and natural gas. The possibility of production declines and probable increases in the price of oil are expected to have negative implications for the global economy unless additional hydrocarbons are discovered and current field extraction is maximized. As more exploration companies endeavor to extract maximum hydrocarbons they will need access to detailed, up-to-date mapping products in order to be competitive in terms of leasing in new areas, divesting, acquiring or just maintaining their existing assets. There are numerous new areas being developed that will require the production of new maps as well as constant updating of existing ones. Frequently, the first step an exploration or development company, drilling contractor, investor group, or independent consultant takes is to identify the regional area of interest. Our maps are an excellent tool for evaluating potential exploration sites covering large geographic areas. Field locations, general subsurface structure and geologic age of productive reservoirs are depicted on one type of our most popular multicolor map. Most of our maps are available in digital format and can be customized for individual needs. Our revenue growth strategy involves expanding the range of geographic information systems services offerings, and increasing our penetration into the oil and gas production mapping market. The addition of new geographical information systems services is highly dependent on our ability to acquire additional hardware and software applications to become a state of the art mapping facility. Management and Employees At this time we have no full time employees and Mr. Tedesco is a part- time employee. We have traditionally contracted with employees of affiliated companies to perform the services necessary to produce the maps. If the offering is successful and we obtain the minimum proceeds we will initiate the hiring of one or two part-time Regional Sales Managers, depending on how much is raised. 24 We will continue to hire part-time help as needed from time-to-time for specific projects. We do not pay salaries to our officers. However, we reimburse them for any out-of-pocket expenses they incur on our behalf. In addition, in the future, we may approve the payment of salaries for our management, but currently, no such plans have been approved. We do not currently pay for vacation, holidays or provide major medical coverage. None of our officers or directors is a party to any employment agreement. However, we may adopt such plans in the future. Customers Our customers have traditionally been small to mid-size oil and gas companies in the US and Canada, to which we provide a low-cost, high quality graphic solution. Thus far all of our customers have been companies that have some affiliation with us, but after we complete this offering we intend to market our maps to others companies of the same size. These companies typically do not have the resources to establish a GIS or graphics staff. In the future we intend to market our maps to companies in other industries such as the financial sector, which would use our maps for due diligence and asset evaluation purposes. In 2008 our four largest customers accounted for over 80% of our sales. These companies were: Running Foxes Petroleum, Mountain Oil and Gas, Nighthawk Energy and Admiral Bay Resources, Inc. Each of Running Foxes Petroleum, Nighthawk Energy and Admiral Bay Resources, Inc. are affiliated companies which pay market prices for all of our products including custom mapping designs. Marketing We have not engaged in any marketing activities over the last several years. In prior years we had engaged in a direct mail marketing promotion to oil and gas industry participants. If this offering is completed we intend to establish one or two Regional Sales Managers in several sales regions across the United States and Canada. Each Regional Sales Manager will start marketing our maps to oil and gas professionals and others who might have a use for our maps. Each Regional Sales Manager will report to the Company's President and be responsible for developing and implementing a sales program which meets our specific targets. To assist the Sales Managers in developing their target regions, we intend on developing an extensive database of potential customers, which includes oil and gas professionals, petroleum engineers, educational and financial institutions. We will engage in direct- sale marketing efforts, whereby we will require each of our Sales Managers to establish relationships with our target customers in order to demonstrate the capabilities and advantages of Promap products. We also anticipate a comprehensive email campaign and mass mailing program. The directors and officers of the Company have extensive personal and business contacts within the industry, and we believe that this approach, combined with word of mouth advertising will significantly increase our business. Patents and Trademarks: We do not currently have any patents or trademarks outstanding. Competition The oil and gas mapping business is very competitive. The market for oil and gas maps is served by a number of companies such as Geomap Company, the largest supplier of geologic mapping services in the United States, and HIS Inc., a global company listed on the NYSE which provides extensive critical information to its customers in a number of industries including energy, and a number of smaller companies. Most of the large oil and gas companies have their own in-house mapping departments. As noted in "RISK FACTORS," many or all of these competitors have greater financial and other resources than we have. Most of these companies are focused on the larger customers. We plan to focus our energy on the smaller accounts and believe this space will provide the necessary client base and revenues to make our business profitable. 25 We intend to compete by providing to the smaller oil and gas companies and other customers a low-cost, high quality graphic solution that meets their specific needs. Government and Industry Regulation We are not subject to any material government or industry regulation. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. Results of Operations for the year ended December 31, 2008 compared to the year ended December 31, 2007 Revenues of $135,662 for the year ended December 31, 2008 were slightly higher than the revenues of $132,934 for the year ended December 31, 2007. There was no particular reason for this increase. The cost of goods sold for the year ended December 31, 2008 was $14,167 as compared to $28,614 for the year ended December 31, 2007. The reason for the decrease in cost of goods sold, even while sales increased slightly, was that some of the expenses related to producing maps sold in 2008 were incurred in 2007. The only operating expenses during these two years consisted of general and administrative expenses which were $111,278 for the year ended December 31, 2008 as compared to $63,913 for the year ended December 31, 2007. The 74% increase from 2007 to 2008 was due primarily to approximately $34,000 which was the Company's allocation for repairs and improvements to the office space which we share with companies controlled by Mr. Tedesco. The net income for the year ended December 31, 2008 was $11,679 as compared to the net income of $41,899 for the year ended December 31, 2007. This 72% drop in income from 2007 to 2008 was due to the increase in the general and administrative expenses in the 2008 year. Results of Operation for the nine months ended September 30, 2009 as compared to the nine months ended September 30, 2008. Revenues for the nine months ended September 30, 2009 were $28,382 as compared to the revenues of $131,895 for the nine months ended September 30, 2008. This 78% decrease in revenues in the nine months ended September 30, 2009 was due to a significant decrease in new oil and gas drilling activity caused primarily by the drop in the prices of oil and particularly natural gas. The cost of goods sold for the nine months ended September 30, 2009 was $7,132 as compared to $12,038 for the nine months ended September 30, 2008. This small decrease in cost of goods sold was due to the decrease in sales for the nine months ended September 30, 2009. The only operating expenses during these two nine month periods consisted of general and administrative expenses which were $52,871 in the nine months ended September 30, 2009 as compared to $73,321 for the nine months ended September 30, 2008. The reason for this decrease was the 26 overall decline in business activity during the nine months ended September 30, 2009 due to the drop in the prices of oil and natural gas. The net loss for the nine months ended September 30, 2009 was $31,536 as compared to a net income of $46,536 for the nine months ended September 30, 2008. The reason for the change from net income in the 2008 period to a loss in the 2009 nine month period is that the revenues declined by 78% between the two nine month periods. We plan to make every effort to keep operating expenses relatively constant except for the addition of one or two part-time salesmen. If and when they are able to increase sales, we will increase the amount of time they work. If their efforts are unsuccessful or if the oil and gas drilling activity slows down significantly, we will cut expenses as much as possible and wait out the downturn. If we are able to increase sales significantly we may decide to raise additional financing to help finance the growth. We cannot assure that additional financing will be available when needed on favorable terms, or at all. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover our operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business. Liquidity and Capital Resources As of September 30, 2009, we had $27,050 of working capital compared to $43,586 of working capital as of December 31, 2008. Net cash used for operating activities was $43,489 during the nine months ended September 30, 2009 as compared to net cash provided by operating activities of $53,095 during the nine months ended September 30, 2008. There was $15,000 of cash flows provided by financing activities during the nine months ended September 30, 2009 as compared to $20,000 used for financing activities during the nine months ended September 30, 2008. The $20,000 represented a distribution to the sole shareholder at the time. We believe that the offering will provide sufficient capital in the short term for our current level of operations. This is because we believe that we can generate sufficient sales and services within our present organizational structure and resources to become profitable in our operations. Additional resources will be needed to increase our sales staff and to otherwise increase advertising and marketing. Otherwise, we do not anticipate needing to raise additional capital resources in the next twelve months. Until the offering is complete and the operations return to cash flow positive, our President may be willing to fund the operations on a limited basis in order to continue the business. Our principle source of liquidity will be our operations. We expect variation in revenues to account for the difference between a profit and a loss. Our business activity is closely tied to the oil and gas business. A slow down in the oil and gas business would have a negative impact to our business. In any case, we try to operate with minimal overhead. Our primary activity will be to seek to find new customers. If we succeed in expanding our client base and generating sufficient sales, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our Company in any manner which will be successful. Plan of Operation Our plan for the twelve months immediately after the closing of this offering is to operate at a profit or at break even. Our plan is to generate sufficient additional sales and services within our present organizational structure and resources with the possible addition of part-time sales help to return to profitability in our operations. 27 Currently, we are conducting business in only one location in the Denver Metropolitan area. We have no plans to expand into other locations or areas. The timing of the completion of the milestones needed to become profitable are not directly dependent on the success of this offering. We believe that we can return to profitability as we are presently organized with sufficient business. Other than the shares offered by this prospectus no other source of capital has been identified or sought. If we are not successful in our operations we will be faced with several options: 1. Cut back operations as much as possible and attempt to wait out the downturn in the business; 2. Cease operations and go out of business; 3. Continue to seek alternative and acceptable sources of capital; 4. Bring in additional capital that may result in a change of control; or 5. Identify a candidate for acquisition that seeks access to the public marketplace and its financing sources. Currently, we have sufficient capital to implement our business operations or to sustain them for the next twelve months. If we can become profitable, we could operate at our present level indefinitely. If we raise less than the maximum in this offering, we will use the funds raised as disclosed in "Use of Proceeds" as discussed in this registration statement. If we only raise the minimum offering, we will use the funds raised as disclosed in "Use of Proceeds" as discussed in this registration statement. With the proceeds of only the minimum offering, we believe that we can adjust our sales and expenses to operate for at least one year before we become profitable or go out of business. Proposed Milestones to Implement Business Operations At the present time, we are operating from one location in the Denver Metropolitan area. Our plan is to return our operation to profitability by the end of our next fiscal year. We estimate that we must generate approximately $12,000 in sales per month to return to the level of profitability we experienced in 2007 and 2008. We believe that we can be profitable or at break even by the end of the fiscal year ending December 31, 2010, because we believe that the oil and gas business has been improving and the drilling activity, at least for oil, is improving. With a renewed effort to market our business and with the assistance of one or two part-time salesmen, we believe that we can increase sales back to the target levels. Based upon our current plans, we believe that we can control our expenses which are closely tied to our level of business activity so that cash generated from operations is expected to be sufficient for the foreseeable future to fund our operations at our currently forecasted levels. To try to operate at a break-even level based upon our current level of anticipated business activity, we believe that we must generate approximately $144,000 in revenue per year. However, if our forecasts are inaccurate, we will need to raise additional funds. On the other hand, we may choose to scale back our operations to operate at break- even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services and products, appropriate responses to competitive pressures, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all. We expect to incur operating losses for one or two more quarters until our sales level has picked back up. We expect approximately $140,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business 28 No commitments to provide additional funds have been made by management or current shareholders. There is no assurance that additional funds will be made available to us on terms that will be acceptable, or at all, if and when needed. We expect to continue to generate and increase sales, but there can be no assurance we will generate sales sufficient to continue operations or to expand. We also are planning to rely on the possibility of referrals from clients and will strive to satisfy our clients. We believe that referrals will be an effective form of advertising because of the quality of service that we bring to clients. We believe that satisfied clients will bring more and repeat clients. In the next 12 months, we do not intend to spend any material funds on research and development and do not intend to purchase any large equipment. Recently Issued Accounting Pronouncements We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows. Seasonality We do not expect our sales to be impacted by seasonal demands for our products and services. DESCRIPTION OF PROPERTY We rent office space from our President and major shareholder, Mr. Steven Tedesco, under a verbal month to month lease for which we pay no rent per month. This office space is located at 7060B S. Tucson Way, Centennial, Colorado 80112. We currently carry no inventory and have no other property. With the proceeds of this offering, we do not plan to acquire inventory. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS We rent office space from our President and major shareholder, Mr. Steven Tedesco, under a verbal month to month lease for which we pay no rent per month. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS No public market currently exists for shares of our common stock. Following completion of this offering, we intend to apply to have our common stock listed for quotation on the Over-the-Counter Bulletin Board. As of November 25, 2009, we had 10 holders of our common stock. The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker- dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock. 29 The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which: * contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; * contains a description of the broker's or dealer's duties to the client and of the rights and remedies available to the client with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended; * contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price; * contains a toll-free telephone number for inquiries on disciplinary actions; * defines significant terms in the disclosure document or in the conduct of trading penny stocks; and * contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the client: * the bid and offer quotations for the penny stock; * the compensation of the broker-dealer and its salesperson in the transaction; * the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and * monthly account statements showing the market value of each penny stock held in the client's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities. Reports Once our registration statement under Form S-1 has been declared effective, we will be subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish unaudited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov. 30 Stock Transfer Agent The stock transfer agent for our securities is Corporate Stock Transfer, Inc. of Denver, Colorado. Their address is 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209. Their phone number is (303) 282-4800. SUBSCRIPTION AGREEMENT AND PROCEDURES We will accept no subscriptions or indications of interest until our registration statement is effective. At that point, all subscriptions must be made by the execution and delivery of a subscription agreement, a form of which is attached to this prospectus as Annex A. By executing the subscription agreement, each purchaser will agree to pay the purchase price of the shares subscribed for at the closing at which such subscription is accepted. We have the right to revoke any offers made under this prospectus and to refuse to sell shares to a particular subscriber if the subscriber does not promptly supply all information we request or if we disapprove the sale. Subscriptions are not binding until accepted. We will refuse any subscription by giving written notice to the subscriber by personal delivery or first-class mail. We may reject any subscription at any time prior to acceptance, in whole or in part, in our sole discretion. In order to subscribe for shares, a prospective investor must deliver the following documents to us: 1. a complete and executed subscription agreement, in the form attached to this prospectus as Annex A; 2. a complete and executed investor suitability questionnaire, in the form provided by us, if we find it necessary; and 3. the full amount of the subscription price paid in United States dollars in cash or by check, bank draft or money order made payable to Promap Corporation-Corporate Stock Transfer, Inc. Escrow Account. EXPERTS AND LEGAL COUNSEL Our financial statements included in this prospectus have been audited by independent certified public accountants. We include those financial statements in reliance on the report of the firm of Ronald R. Chadwick, P.C., of Aurora, Colorado, given upon their authority as experts in accounting and auditing. The law firm of Jin Schauer & Saad LLC of Denver, Colorado has passed upon the validity of the shares being offered and certain other legal matters and is representing us in connection with this offering. AVAILABLE INFORMATION We have filed this registration statement on Form S-1, of which this prospectus is a part, with the U.S. Securities and Exchange Commission. Upon completion of this registration, we will be subject to the informational requirements of the Exchange Act and, in accordance therewith, will file all requisite reports, such as Forms 10-K, 10-Q and 8-K, proxy statements, under Sec.15(d) of the Exchange Act, and other information with the Commission. Such reports, proxy statements, this registration statement and other information, may be inspected and copied at the public reference facilities maintained by the Commission at 100 F. Street N.E., Washington, D.C. 20549. Copies of all materials may be obtained from the Public Reference Section of the Commission's Washington, D.C. office at prescribed rates. The Commission also maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission at http://www.sec.gov. 31 PROMAP CORPORATION FINANCIAL STATEMENTS December 31, 2007 and 2008 & September 30, 2009 (Unaudited) F-1 PROMAP CORPORATION FINANCIAL STATEMENTS December 31, 2007 and 2008 & September 30, 2009 (Unaudited) TABLE OF CONTENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ................................... F-3 FINANCIAL STATEMENTS Balance sheets .......................................... F-4 Statements of operations ................................ F-5 Statements of stockholders' equity ...................... F-6 Statements of cash flows ................................ F-7 Notes to financial statements ........................... F-8-F-9 F-2 RONALD R. CHADWICK, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 Telephone (303) 306-1967 Fax (303) 306-1944 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors Promap Corporation Centennial, Colorado I have audited the accompanying balance sheets of Promap Corporation as of December 31, 2007 and 2008, and the related statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Promap Corporation as of December 31, 2007 and 2008, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Aurora, Colorado October 28, 2009 /s/ Ronald R. Chadwick, P.C. RONALD R. CHADWICK, P.C. F-3 PROMAP CORPORATION BALANCE SHEETS Dec. 31, Dec. 31, Sept. 30, 2009 2007 2008 (Unaudited) -------- -------- -------------- ASSETS Current assets Cash $ 20,725 $ 40,651 $ 12,162 Accounts receivable - related party 24,182 2,935 15,721 -------- -------- -------- Total current assets 44,907 43,586 27,883 Related party receivables 7,000 - - -------- -------- -------- 7,000 - - -------- -------- -------- Total Assets $ 51,907 $ 43,586 $ 27,883 ======== ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ - $ - $ 833 -------- -------- -------- Total current liabilities - - 833 -------- -------- -------- Total Liabilities - - 833 -------- -------- -------- Stockholders' Equity Preferred stock, no par value; 5,000,000 shares authorized; no shares issued & outstanding - - - Common stock, no par value; 100,000,000 shares authorized; 8,000,000 (2007 & 2008) and 9,500,000 (2009) shares issued and outstanding 5,000 5,000 20,000 Additional paid in capital - - - Retained earnings 46,907 38,586 7,050 -------- -------- -------- Total Stockholders' Equity 51,907 43,586 27,050 -------- -------- -------- Total Liabilities and Stockholders' Equity $ 51,907 $ 43,586 $ 27,883 ======== ======== ======== The accompanying notes are an integral part of the financial statements. F-4 PROMAP CORPORATION STATEMENTS OF OPERATIONS
Nine Nine Months Months Ended Ended Year Ended Year Ended Sept. 30, Sept. 30, Dec. 31, Dec. 31, 2008 2009 2007 2008 (Unaudited) (Unaudited) ---------- ---------- ----------- ----------- Sales (net of returns) - related party $ 132,934 $ 135,662 $ 131,895 $ 28,382 Cost of goods sold 28,614 14,167 12,038 7,132 --------- --------- --------- --------- Gross profit 104,320 121,495 119,857 21,250 --------- --------- --------- --------- Operating expenses: General and administrative 63,913 111,278 73,321 52,871 --------- --------- --------- --------- 63,913 111,278 73,321 52,871 --------- --------- --------- --------- Income (loss) from operations 40,407 10,217 46,536 (31,621) --------- --------- --------- --------- Other income (expense): Interest income 341 358 247 85 Other income 1,151 1,104 - - --------- --------- --------- --------- 1,492 1,462 247 85 --------- --------- --------- --------- Income (loss) before provision for income taxes 41,899 11,679 46,783 (31,536) Provision for income tax - - - - --------- --------- --------- --------- Net income (loss) $ 41,899 $ 11,679 $ 46,783 $ (31,536) ========= ========= ========= ========= Net income (loss) per share (Basic and fully diluted) $ 0.01 $ 0.00 $ 0.01 $ (0.00) ========= ========= ========= ========= Weighted average number of common shares outstanding 8,000,000 8,000,000 8,000,000 8,000,000 ========= ========= ========= =========
The accompanying notes are an integral part of the financial statements. F-5 PROMAP CORPORATION STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock Share- Amount Paid In Retained holders' Shares(1) No Par Capital Earnings Equity --------- ------- ------- -------- ---------- Balances at December 31, 2006 8,000,000 $ 5,000 $ - $ 5,008 $ 10,008 Net income (loss) for the year 41,899 41,899 --------- ------- ------ -------- -------- Balances at December 31, 2007 8,000,000 $ 5,000 $ - $ 46,907 $ 51,907 Distributions (20,000) (20,000) Net income (loss) for the year 11,679 11,679 --------- ------- ------ -------- -------- Balances at December 31, 2008 8,000,000 $ 5,000 $ - $ 38,586 $ 43,586 Sales of common stock 1,500,000 15,000 15,000 Net income (loss) for the period (31,536) (31,536) --------- ------- ------ -------- -------- Balances at Sept. 30, 2009 - unaudited 9,500,000 $20,000 $ - $ 7,050 $ 27,050 ========= ======= ====== ======== ======== (1) As restated for a 40 for 1 forward stock split effective June 30, 2009
The accompanying notes are an integral part of the financial statements. F-6 PROMAP CORPORATION STATEMENTS OF CASH FLOWS
Nine Nine Months Months Ended Ended Year Ended Year Ended Sept. 30, Sept. 30, Dec. 31, Dec. 31, 2008 2009 2007 2008 (Unaudited) (Unaudited) ---------- ---------- ----------- ----------- Cash Flows From Operating Activities: Net income (loss) $ 41,899 $ 11,679 $ 46,783 $ (31,536) Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Accounts receivable - related party (30,434) 21,247 6,312 (12,786) Accrued payables (799) 833 Other assets 845 Write-offs 7,000 -------- -------- -------- --------- Net cash provided by (used for) operating activities 11,511 39,926 53,095 (43,489) -------- -------- -------- --------- Cash Flows From Investing Activities: - - - - -------- -------- -------- --------- Net cash provided by (used for) investing activities - - - - -------- -------- -------- --------- Cash Flows From Financing Activities: Sales of common stock 15,000 Distributions - (20,000) (20,000) - -------- -------- -------- --------- Net cash provided by (used for) financing activities - (20,000) (20,000) 15,000 -------- -------- -------- --------- Net Increase (Decrease) In Cash 11,511 19,926 33,095 (28,489) Cash At The Beginning Of The Period 9,214 20,725 20,725 40,651 -------- -------- -------- --------- Cash At The End Of The Period $ 20,725 $ 40,651 $ 53,820 $ 12,162 ======== ======== ======== ========= Schedule Of Non-Cash Investing And Financing Activities None Supplemental Disclosure Cash paid for interest $ - $ - $ - $ - Cash paid for income taxes $ - $ - $ - $ -
The accompanying notes are an integral part of the financial statements. F-7 PROMAP CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2007 and 2008, & September 30, 2009 (Unaudited) NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Promap Corporation (the "Company") was incorporated in the State of Colorado on November 12, 1987. The Company sells oil and gas maps to oil and gas industry businesses. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. Accounts receivable The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At December 31, 2007 and 2008, and September 30, 2009 the Company had no balance in its allowance for doubtful accounts. In 2008 the Company wrote off a $7,000 receivable to a related party. Property and equipment Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life. Revenue recognition Revenue is recognized on an accrual basis as earned under contract terms. Specifically, revenue from product sales is recognized subsequent to a customer ordering a product at an agreed upon price, delivery has occurred, and collectability is reasonably assured. Advertising costs Advertising costs are expensed as incurred. The Company had no advertising costs in 2007 or 2008, or for the nine months ended September 30, 2009. F-8 PROMAP CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2007 and 2008, & September 30, 2009 (Unaudited) NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued): Income tax The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 ("SFAS 109"). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Because the Company through September 2009 has operated as an S-corporation, the Company is a pass-through entity for federal income tax purposes and pays no income tax at the corporate level. Net income (loss) per share The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. Financial Instruments The carrying value of the Company's financial instruments, as reported in the accompanying balance sheets, approximates fair value. Long-Lived Assets In accordance with Statement of Financial Accounting Standard 144 "Accounting for the Impairment or Disposal of Long-Lived Assets," the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. Products and services, geographic areas and major customers The Company earns revenue from the sale of oil and gas maps, but does not separate sales of different maps into operating segments. All sales each year were to domestic companies under common control of the Company's officers. F-9 ANNEX A Form of Common Stock Subscription Agreement Promap Corporation 7060B S. Tucson Way Centennial, CO 80112 Gentlemen: This subscription agreement relates to the offer made Promap Corporation, a Colorado corporation (the "Company"), to sell between $40,000 (the "Minimum Offering") and $200,000 (the "Maximum Offering") in shares of Company's common stock (the "Shares"), pursuant to the prospectus filed with the SEC, and as same may be amended or supplemented from time to time (the "Prospectus"). The undersigned has received a copy of the Prospectus and wishes to purchase Shares on the terms, and subject to the conditions, set forth below and in the Prospectus. The undersigned understands that pending sale of the $40,000 minimum, all proceeds will be held in a non-interest bearing escrow account by the Escrow Agent for this offering. 1. Subscription 1.1 The undersigned hereby irrevocably subscribes, in accordance with the terms and conditions of this Subscription Agreement (the "Agreement"), for the purchase of the number of Shares, at the price per Share, set forth on the signature page to the Agreement. The undersigned hereby delivers to the Company (i) an executed copy of this Agreement, (ii) an executed copy of the Investor Suitability Questionnaire, if applicable, and (iii) personal, bank, cashier's check or wire transfer for the aggregate purchase price, as reflected on the signature page to this Agreement (the "Purchase Price") payable to "Corporate Stock Transfer, Inc., Escrow Agent, for Promap Corporation, as Escrow Agent", as follows: [Escrow Agent] [Bank] [ABA Routing No.] [Account No.] [Reference] 1.2 The Purchase Price and the executed Agreement will be held, for the benefit of the undersigned until accepted by the Company pursuant to Section 2 below. If the Agreement is not accepted by _____ , 2009 in accordance with Section 2 of this Agreement (the "Termination Date"), then, the Purchase Price will be promptly returned to the undersigned. 1.3 After a determination has been made, based upon the undersigned's representations herein, that the undersigned is a suitable purchaser of the Shares and the conditions set forth in Section 2 are met, the Company will accept this Agreement and the Escrow Agent will deliver the Purchase Price to the Company. Following delivery of the Purchase Price, the Company shall promptly deliver to the undersigned a stock certificate representing the number of Shares for which the undersigned hereby subscribes. 2. Acceptance of Agreement. It is understood and agreed that the Company shall have the right to accept or reject this Agreement, in whole or in part, for any reason whatsoever. The shares will be offered at a price of $0.25 per share for a period of one hundred and twenty (120) days from the date of the Prospectus, subject to a ninety (90) day extension, for a potential total of 210 days. A-1 3. Representations and Warranties of Subscriber. The undersigned hereby represents and warrants to the Company (knowing that the Company will be relying on these matters to determine the undersigned's suitability as an investor and the availability of securities law exemptions) that: 3.1 The undersigned has received the Prospectus. Additionally, the Company has afforded the undersigned or the undersigned's representative with access to and an opportunity to obtain other information regarding the Company requested by the undersigned. The undersigned has not relied on any oral representations of any kind. 3.2 The undersigned is an "accredited investor" as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933 (the "Securities Act"), meaning that the undersigned has either (i) an individual net worth or joint net worth with the undersigned's spouse in excess of $1,000,000, or (ii) an individual annual income in excess of $200,000 in each of the two most recent years or a joint income with the undersigned's spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level the current year, or (iii) if a corporation, trust or partnership not formed for the specific purpose of the investment in the Shares, total assets in excess of $5,000,000. All statements made by the undersigned in the Investor Suitability Questionnaire are true, complete and correct. 3.3 Immediately prior to the undersigned's execution of this Agreement, the undersigned had such knowledge and experience in financial and business matters (including experience with investments of a similar nature) that the undersigned was capable of evaluating the merits and risks of an investment in the Shares. 3.4 The undersigned recognizes that the purchase of the Shares is a speculative investment that involves a high degree of risk, including but not limited to those risks referred to in the Prospectus, and is suitable only for persons with the financial capability of making and holding long-term investments not readily reducible to cash. 3.5 The undersigned, if not an individual investor, is empowered and duly authorized to enter into this Agreement under its governing document, trust instrument, pension plan, charter, certificate of incorporation, bylaw provision and the like. 3.6 The type of ownership in which the undersigned is applying to purchase Shares is as follows: (Check One) _______ INDIVIDUAL OWNERSHIP (One signature required) _______ JOINT TENANTS WITH RIGHT OF SURVIVORSHIP (Both parties must sign) _______ TRUST (Please include name of trustee, date trust was formed and a copy of the Trust Agreement or other authorization) _______ CORPORATION (Please include Certified Corporate Resolution authorizing signature) _______ PARTNERSHIP (Please include a copy of the Statement of Partnership or Partnership Agreement authorizing signature) _______ COMMUNITY PROPERTY (Two signatures required) _______ TENANTS-IN-COMMON (Both parties must sign) A-2 4. Continuing Obligation to Furnish Information. These representations and warranties are true, complete and accurate as of the date hereof and shall be true, complete and accurate as of the date of delivery of the Purchase Price to the Company and shall survive such delivery. If, in any respect, such representations and warranties shall not be true and accurate prior to receipt of notice of acceptance of this Agreement, the undersigned shall give written notice of such fact to the Company, specifying which representations and warranties are not true and accurate and the reasons therefore. 5. Miscellaneous. 5.1 Survival. The representations and warranties made herein shall survive the consummation of the transaction contemplated hereby. 5.2 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Colorado, without regard to principles of conflicts of laws. 5.3 In the event that any dispute were to arise in connection with this Agreement or with the undersigned's investment in the Company, the undersigned agrees, prior to seeking any other relief at law or equity, to submit the matter to binding arbitration in accordance with the rules of FINRA at a place to be designated by the Company. 5.4 Entire Agreement; Amendment. This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all other written or oral agreements, understandings and negotiations. This Agreement may not be amended except by a writing signed by both the Company and the undersigned. 5.5 Attorneys' Fees. If any action at law and in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party maybe entitled. 5.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-3 IN WITNESS WHEREOF, the undersigned has executed this Agreement this _______ day of ______________________, 2009. ________________________________________ Name(s) of Subscriber(s) Address _____________________________ _____________________________ _____________________________ _____________________________ Social Security or Tax I.D. No. _____________________________ Purchaser Representative (if any) _____________________________ Name and Address _____________________________ _____________________________ _____________________________ ACCEPTANCE The foregoing subscription is hereby accepted and receipt of payment is hereby acknowledged with respect to Shares. Dated: ____________ Promap Corporation By_____________________________ Authorized Officer A-4 PART II - INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Indemnification of Directors and Officers. Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The prior discussion of indemnification in this paragraph is intended to be to the fullest extent permitted by the laws of the State of Colorado. Indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors or officers pursuant to the foregoing provisions. However, we are informed that, in the opinion of the Commission, such indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable. Item 13. Other Expenses of Issuance and Distribution. Expenses incurred or (expected) relating to this Registration Statement and distribution are as follows: Legal fees and costs $ 20,000 Accounting 7,500 Registration fees 100 Printing of Prospectus 1,000 Escrow Agent 1,000 Miscellaneous 400 -------- TOTAL $ 30,000 ======== Item 15. Recent Sales of Unregistered Securities. Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation were involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities. On November 12, 1987, we issued 100,000 shares of our no par value common stock to Steven A. Tedesco for $5,000 in cash. On September 19, 1990 we completed a two-for-one forward stock split and increased the shares owned by Mr. Tedesco to 200,000, and on June 30, 2009 we completed a forty-for-one stock split and increased the number of shares owned by Mr. Tedesco to a total of 8,000,000. II-1 On July 24, 2009, we issued common shares at $0.01 per share for cash to the following persons and entities: Name Number of Shares Consideration Steven Tedesco 225,000 $ 2,250 in cash Christine Tedesco 200,000 $ 2,000 in cash Joseph O'Farrell 50,000 $ 500 in cash Steven Quoy 200,000 $ 2,000 in cash Lynne Quoy 200,000 $ 2,000 in cash Underwood Family Partners 400,000 $ 4,000 in cash David Bramhill 100,000 $ 1,000 in cash Michael Thomsen 75,000 $ 750 in cash David Lavigne 25,000 $ 250 in cash Robert Carington 25,000 $ 250 in cash --------- ------- Total 1,500,000 $15,000 in cash In all of the transactions shown above, the issuance, delivery and sale of our common stock were made pursuant to the private offering exemption within the meaning of Section 4(2) of the Act because the offers were made to a limited number of accredited investors, all of whom received all material information concerning the investment and all of whom have had sophistication and ability to bear economic risk based upon their representations to us and their prior experience in such investments. In all of the transactions shown above, we have issued stop transfer orders concerning the transfer of certificates representing all the common stock issued and outstanding as reported in this section. There have been no further issuances of securities through the date of this Registration Statement. Item 16. Exhibits and Financial Statement Schedules. The following exhibits are filed as part of this Registration Statement: Exhibit Number Description 3.1 Articles of Incorporation 3.2 Articles of Amendment 3.3 Amended and Restated Articles of Incorporation 3.4 Bylaws 5.1 Opinion re: Legality 9.0 Form of Escrow Agreement 23.1 Consent of Independent Auditors 23.2 Consent of Counsel (See Exhibit 5.1) Item 17. Undertakings The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: II-2 (a) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (c) Include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement. 2. For determining liability under the Securities Act, treat each such post-effective amendment as a new registration statement of the securities offered, and the offering of such securities at that time to be the initial bona fide offering. 3. File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. 4. For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding) is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City Denver, State of Colorado, on November 24, 2009. Promap Corporation By: /s/ Steven A. Tedesco Steven A. Tedesco, President and Chief Executive Officer Pursuant to 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 indicated. Date: November 24, 2009 By: /s/ Steven A. Tedesco Steven A. Tedesco, President, Chief Executive Officer and Director (Principal Executive Officer) Date: November 24, 2009 By: /s/ Robert W. Carington, Jr. Robert W. Carington, Jr. Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: November 24, 2009 By: /s/ David Bramhill David Bramhill Director II-4 EX-3 2 ex31.txt EXHIBIT 3.1 EXHIBIT 3.1 ARTICLES OF INCORPORATION I/We, the undersigned natural person(s) of the age of eighteen years, acting as incorporator(s) of a corporation under the Colorado Corporation Code, adopt the following Articles of Incorporation for such corporation. FIRST: The name of the corporation is PROMAP Corporation. SECOND: The period of duration if other than perpetual PERPETUAL. THIRD: The corporation is organized for Any Legal and Lawful Purpose Pursuant to the Colorado Corporation Code. A more specific purpose may be stated: The corporation is organized for the production and sale of natural resources maps. FOURTH: The aggregate number of shares which the corporation shall have the authority to issue is 100,000 and the par value of each share shall be no par value. FIFTH: Cumulative voting shares of stock is 5,000 authorized. SIXTH: Provisions limiting or denying to shareholders the preemptive right to acquire additional or treasury shares of the corporation, if any, are: _________________ SEVENTH: The address of the initial registered office of the corporation is 2530 South Parker Road, Suite 220, Aurora, Colorado 80014 and the name of the initial registered agent at such address is: Steven A. Tedesco. EIGHTH: Address of the place of business: 2530 South Parker Road, Suite 220, Aurora, Colorado 80014. NINTH: The number of directors constituting the initial board of directors of the corporation is two, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are: The number of directors of a corporation shall be not less than three; except that there need be only as many directors as there are, or initially will be, shareholders in the event that the outstanding shares are, or initially will be, held of record by fewer than three shareholders: NAME ADDRESS (include zip code) Janet D. Linhof 320 East Evans, Denver, CO 80210 Steven A. Tedesco 2530 South Parker, Suite 220, Aurora, CO 80014 TENTH: The name and address of each incorporator is: NAME ADDRESS (include zip code) Janet D. Linhof 320 East Evans, Denver, CO 80210 Steven A. Tedesco 2530 South Parker, Suite 220, Aurora, CO 80014 Signed: /s/ Janet D. Linhof Signed: /s/ Steven A. Tedesco EX-3 3 ex32.txt EXHIBIT 3.2 EXHIBIT 3.2 ARTICLES OF AMENDMENT PROMAP CORPORATION I. The Articles of Incorporation of PROMAP Corporation are hereby amended as hereinafter set forth. A. Article THIRD is amended as follows: This Corporation is organized for the transaction of all lawful business and may exercise the powers and privileges conferred upon corporations by the laws of the State of Colorado. B. Article FOURTH is amended as follows: The authorized stock in this corporation shall be divided into two hundred thousand (200,000) shares consisting of one class and one series only and all shares so issued are without par value. Shares of stock may not be divided into fractional interests. So-called stock rights or options shall not be allowed except as hereinafter set forth. The right to fix the consideration for shares of stock is expressly reserved to the shareholders. Preemptive rights are specifically denied. Additional shares of stock or additional classes of stock may not be issued without fifty-one percent (51%) shareholder approval. Any shares issued under the original Articles of Incorporation will be exchanged for new shares on a one-for-two basis. C. Article FIFTH is amended as follows: In the election of directors, the voting of shares shall be by straight voting. At all meetings of shareholders fifty-one percent (51%) of the persons entitled to vote at any such meeting, represented in person or by proxy, will constitute a quorum necessary for the transaction of shareholder business. A fifty-one percent (51%) majority vote will be necessary to approve any shareholder action, issuance or sale of new stock. Only record owners of shares and not equitable owners' of shares are entitled to voting rights, notice, and dividends as further described in Article FOURTEENTH 4. D. Article SIXTH is deleted in its entirety. E. Article SEVENTH is amended as follows: The name and address of the registered agent of the Corporation is: Steven A. Tedesco 1331 Seventeenth Street Suite 580 Denver, Colorado 80202 F. Article EIGHTH is amended as follows: The address of the place of business is: 1331 Seventeenth Street Suite 580 Denver, Colorado 80202 G. Article NINTH is amended as follows: This Corporation shall be governed by a Board of Directors the number of which shall be three (3). The names and addresses of the individuals constituting the present Board of Directors, who are to serve as directors until the next annual meeting of shareholders or until their successors are duly elected and shall qualify, are: Steven A. Tedesco 16746 East Prentice Circle Aurora, Colorado 80015 Margaret Scarborough 1625 Larimer, #2007 Denver, Colorado 80202 Peter Tunkey 4499 Genesee Street Buffalo, New York 14225 H. A new Article ELEVENTH is added as follows: To the extent that it has unreserved and unrestricted surplus this Corporation at its sole option may purchase or redeem shares of the Corporation in whole or in part at a price equal to the principle paid for such shares and interest at the legal rate thereon from the date of purchase plus all accrued but unpaid dividends and interest at the legal rate thereon from the date of such accrual of said dividend. I. A new Article TWELFTH is added as follows: All Bylaws necessary for the operation of this Corporation shall be adopted, amended, or repealed by a fifty-one percent (51%) vote of the shareholders. J. A new Article THIRTHTEENTH is added as follows: This Corporation shall have two (2) officers, President and Secretary/Treasurer. The officers shall have those powers and responsibilities as set forth by the bylaws, but in any case any officer of the Corporation shall be deemed and empowered to conduct business on behalf of the Corporation. The present officers are as follows: President: Steven A. Tedesco 16746 East Prentice Circle Aurora, Colorado 80015 Secretary/Treasurer: Christine Tedesco 16746 East Prentice Circle Aurora, Colorado 80015 K. A new Article FOURTEENTH is added as follows: The following provisions are inserted for the management of the business and/or the conduct of the affairs of the Corporation, and the same are in furtherance of and not in limitation or exclusion of the powers conferred by law. 1. Transactions With Interests of Persons. No contractor other transaction between the Corporation and one or more of its directors, or between the Corporation or any corporation, partnership, association or any other association in which one or more of its directors or officers have a financial interest in, shall be void or voidable solely for that reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes, approves or ratifies the contract or transaction, or solely because his, her or their votes are counted for such purposes if: a. The material facts as to his relationship or interest as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes, approves or ratifies the contract or transaction by an affirmative vote of a majority of the disinterested directors even though the disinterested directors are less than a quorum; or, b. The material facts as to his relationship or interest as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically authorized, approved or ratified in good faith by the vote of the shareholders; or, c. The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof, or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or the committee thereof which authorizes, approves or ratifies the contract or transaction. 2. Indemnification and Advancing of Expenses. The Corporation may indemnify and advance expenses, to the extent permitted by law, for any person who is or was a director, agent, fiduciary or employee of the Corporation against any claim which results from actions reasonably taken by him or her at the direction of the Corporation. Procedures for such indemnification shall be set forth in the Bylaws. The Corporation may further have the authority to the full extent permitted by law to indemnify its directors, officers, agents, fiduciaries and employees against any claim, liability or expense arising or incurred by them in all other circumstances and to maintain insurance or provide self insurance for such persons. 3. Elimination of Liability for Breach of Duty of Due Care. Personal liability of any director to the Corporation or its shareholders as a result of the breach of any fiduciary duty as a director is hereby eliminated insofar as such elimination is allowed under Colorado law. 4. Negotiations of Equitable Interest in Shares or Rights. The Corporation shall be entitled to treat the registered owner of any shares of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and the Corporation shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares on the part of any other person including without limiting the generality hereof a purchaser, assignee or transferee of such shares or rights derived from such shares, unless and until such other person becomes a registered holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the claim and interest of such other person. By way of an example and not of limitation, until such other person has become a registered holder of such shares, he shall not be entitled: to receive notice of the meetings of the shareholders; to vote at such meetings; to examine the list of shareholders; to be paid dividends or other sums payable to shareholders; or to own, enjoy and exercise any other rights deriving from such shares against the Corporation. L. A new Article FIFTHTEENTH is added as follows: These Articles of Incorporation may be amended only by affirmative vote of fifty-one percent (51%) of the shareholders entitled to vote. II. One hundred percent (100%) of the shares of the Corporation are owned by the undersigned Steven A. Tedesco. Mr. Steven A. Tedesco is a director of the Corporation. During a shareholders meeting the foregoing Articles of Amendment of PROMAP Corporation were approved by a vote sufficient for approval. Mr. Steven A. Tedesco was authorized to execute and file said Articles of Amendment on behalf of the Corporation as its President. Ms. Christine Tedesco was authorized to execute these Articles of Amendment as Secretary. Dated: 9/15/90 /s/ Steven A. Tedesco Steven A. Tedesco, President /s/ Christine Tedesco Christine Tedesco, Secretary STATE OF COLORADO ) ) ss CITY AND COUNTY OF DENVER ) The preceding Articles of Amendment of PROMAP Corporation were acknowledged and verified under oath before me this 15th day of 1990, by Steven A. Tedesco and Christine Tedesco. Witness my hand and official seal. /s/ John M. Dingess Notary Public My commission expires: August 11, 1991 EX-3 4 ex33.txt EXHIBIT 3.3 EXHIBIT 3.3 Document processing fee Colorado Secretary of State If document is filed on paper $125.00 Date and Time:07/02/2009 10:37AM If document is filed electronically $ 25.00 ID Number: 19871759363 Fees & forms/cover sheets Document Number: 20091355953 are subject to change. Amount Paid: $25.00 To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center. Paper documents must be typewritten or machine printed. Amended and Restated Articles of Incorporation filed pursuant to Section 7-90-301, et seq. and Section 7-110-107 and Section 7-90-304.5 of the Colorado Revised Statutes (C.R.S.) ID number: 19871759363 1. Entity name: PROMAP Corporation 2. New Entity name: (if applicable) ________________________________ 3. Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box): [ ]"bank" or "trust" or any derivative thereof [ ] "credit union" [ ] "savings and loan" [ ] "insurance", "casualty", "mutual", or "surety" 4. If the corporation's period of duration as amended is less than perpetual, state the date on which the period of duration expires: ___________________ (mm/dd/yy) OR If the corporation's period of duration as amended is perpetual, mark this box: [X] 5. The amended and restated constituent filed document is attached. 6. If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment. 7. (Optional) Delayed effective date: _____________________ (mm/dd/yy) Notice: Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered. 8. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing: Sawyer Jon D. (Last) (First) (Middle) (Suffix) 600 Seventeenth St. (Street now and number or Post Office Box information) Suite 2700S Denver CO 80202 (City) (State) (Postal/Zip Code) United States (Province (Country - if applicable) - if not US) (The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for f ling mark this box [] and include an attachment stating the name and address of such individuals.) Disclaimer: This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney. AMENDED AND RESTATED ARTICLES OF INCORPORATION OF PROMAP CORPORATION KNOW ALL MEN BY THESE PRESENTS: That the undersigned Corporation, pursuant to the provisions of the Colorado Business Corporation Act, does hereby adopt these Amended and Restated Articles of Incorporation. By written informal action, unanimously taken by the Board of Directors of the Corporation, pursuant to and in accordance with Section 7-108-202 of the Colorado Business Corporation Act, the Board of Directors of the Corporation duly adopted the foregoing Amended and Restated Articles of Incorporation, and by written informal action unanimously taken by the sole stockholder of the Corporation in accordance with Section 7-107-104 of the Colorado Business Corporation Act, the stockholder of the Corporation duly approved said Amended and Restated Articles of Incorporation. The effective date of the directors' written informal action is June 30, 2009, and the effective date of the stockholders' informal action is June 30, 2009. The provisions set forth in these Amended and Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto. The Articles of Incorporation of the Corporation are hereby amended by striking in their entirety articles FIRST through TENTH, inclusive, and by striking in their entirety all articles in the Articles of Amendment filed on September 19, 1990, and by substituting in lieu thereof the following: ARTICLE I NAME The name of the Corporation shall be: PROMAP CORPORATION. ARTICLE II PRINCIPAL STREET ADDRESS The principal street address of the Corporation shall be: 7060B South Tucson Way, Centennial, Colorado 80112. ARTICLE III PERIOD OF DURATION The Corporation shall exist in perpetuity, from and after the date of filing these Articles of Incorporation with the Secretary of State of the State of Colorado unless dissolved according to law. ARTICLE IV CAPITAL STOCK The aggregate number of shares which this Corporation shall have authority to issue is One Hundred Million (100,000,000) shares of no par value each, which shares shall be designated "Common Stock"; and Five Million (5,000,000) shares of no par value each, which shares shall be designated "Preferred Stock" and which may be issued in one or more series at the discretion of the Board of Directors. In establishing a series the Board of Directors shall give to it a distinctive designation so as to distinguish it from the shares of all other series and classes, shall fix the number of shares in such series, and the preferences, rights and restrictions thereof. All shares of any one series shall be alike in every particular except as otherwise provided by these Articles of Incorporation or the Colorado Business Corporation Act. 1. Dividends. Dividends in cash, property or shares shall be paid upon the Preferred Stock for any year on a cumulative or noncumulative basis as determined by a resolution of the Board of Directors prior to the issuance of such Preferred Stock, to the extent earned surplus for each such year is available, in an amount as determined by a resolution of the Board of Directors. Such Preferred Stock dividends shall be paid pro rata to holders of Preferred Stock in any amount not less than nor more than the rate as determined by a resolution of the Board of Directors prior to the issuance of such Preferred Stock. No other dividend shall be paid on the Preferred Stock. Dividends in cash, property or shares of the Corporation may be paid upon the Common Stock, as and when declared by the Board of Directors, out of funds of the Corporation to the extent and in the manner permitted by law, except that no Common Stock dividend shall be paid for any year unless the holders of Preferred Stock, if any, shall receive the maximum allowable Preferred Stock dividend for such year. 2. Distribution in Liquidation. Upon any liquidation, dissolution or winding up of the Corporation, and after paying or adequately providing for the payment of all its obligations, the remainder of the assets of the Corporation shall be distributed, either in cash or in kind, first pro rata to the holders of the Preferred Stock until an amount to be determined by a resolution of the Board of Directors prior to issuance of such Preferred Stock, has been distributed per share, and, then, the remainder pro rata to the holders of the Common Stock. 3. Redemption. The Preferred Stock may be redeemed in whole or in part as determined by a resolution of the Board of Directors prior to the issuance of such Preferred Stock, upon prior notice to the holders of record of the Preferred Stock, published, mailed and given in such manner and form and on such other terms and conditions as may be prescribed by the Bylaws or by resolution of the Board of Directors, by payment in cash or Common Stock for each share of the Preferred Stock to be redeemed, as determined by a resolution of the Board of Directors prior to the issuance of such Preferred Stock. Common Stock used to redeem Preferred Stock shall be valued as determined by a resolution of the Board of Directors prior to the issuance of such Preferred Stock. Any rights to or arising from fractional shares shall be treated as rights to or arising from one share. No such purchase or retirement shall be made if the capital of the Corporation would be impaired thereby. If less than all the outstanding shares are to be redeemed, such redemption may be made by lot or pro rata as may be prescribed by resolution of the Board of Directors; provided, however, that the Board of Directors may alternatively invite from shareholders offers to the Corporation of Preferred Stock at less than an amount to be determined by a resolution of the Board of Directors prior to issuance of such Preferred Stock, and when such offers are invited, the Board of Directors shall then be required to buy at the lowest price or prices offered, up to the amount to be purchased. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the Corporation in the payment of the redemption price), all dividends on the Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as stockholders of the Corporation, except the right to receive the redemption price, shall cease and terminate. Any purchase by the Corporation of the shares of its Preferred Stock shall not be made at prices in excess of said redemption price. 4. Voting Rights; Cumulative Voting. Each outstanding share of Common Stock shall be entitled to one vote and each fractional share of Common Stock shall be entitled to a corresponding fractional vote on each matter submitted to a vote of shareholders. A majority of the shares of Common Stock entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Except as otherwise provided by these Articles of Incorporation or the Colorado Business Corporation Act, if a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders. When, with respect to any action to be taken by shareholders of this Corporation, the laws of Colorado require the vote or concurrence of the holders of two-thirds of the outstanding shares, of the shares entitled to vote thereon, or of any class or series, such action may be taken by the vote or concurrence of a majority of such shares or class or series thereof. Cumulative voting shall not be allowed in the election of directors of this Corporation. Shares of Preferred Stock shall only be entitled to such vote as is determined by the Board of Directors prior to the issuance of such stock, except as required by law, in which case each share of Preferred Stock shall be entitled to one vote. 5. Conversion Rights. Holders of shares of Preferred Stock may be granted the right to convert such Preferred Stock to Common Stock of the Corporation on such terms as may be determined by the Board of Directors prior to issuance of such Preferred Stock. ARTICLE V INDEMNIFICATION The Corporation may indemnify any director, officer, employee, fiduciary, or agent of the Corporation to the full extent permitted by the Colorado Business Corporation Act as in effect at the time of the conduct by such person. ARTICLE VI AMENDMENTS The Corporation reserves the right to amend its Articles of Incorporation from time to time in accordance with the Colorado Business Corporation Act. ARTICLE VII ADOPTION OF BYLAWS The initial Bylaws of the Corporation shall be adopted by its board of directors. The Bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or these Articles of Incorporation. ARTICLE VIII BOARD OF DIRECTORS The number of directors of the Corporation shall be fixed by the Bylaws of the Corporation. The board of directors of the Corporation shall consist of at least one (1) director, which number may be increased or decreased, to not less than one (1), by resolution of the Board of Directors. The name and address of the Director of the Corporation as of the date of these Restated Articles of Incorporation with Amendments is as follows: Steven A. Tedesco 7060B South Tucson Way Centennial, CO 80112 ARTICLE IX LIMITATION OF LIABILITY OF DIRECTORS TO CORPORATIONS AND SHAREHOLDERS No director shall be liable to the Corporation or any shareholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director (a) shall be liable under C.R.S. Section 7-108-403 or any amendment thereto or successor provision thereto; (b) shall have breached the director's duty of loyalty to the Corporation or its shareholders; (c) shall have not acted in good faith or, in failing to act, shall not have acted in good faith; (d) shall have acted or failed to act in a manner involving intentional misconduct or a knowing violation of law; or (e) shall have derived an improper personal benefit. Neither the amendment nor repeal of this Article, nor the adoption of any provision in the Articles of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision. This Article shall apply to the full extent now permitted by Colorado law or as may be permitted in the future by changes or enactments in Colorado law, including without limitation C.R.S. Section 7-102-102 and/or C.R.S. Section 7-103-102. ARTICLE X REGISTERED OFFICE AND REGISTERED AGENT The address of the initial registered office of the Corporation is 7060B South Tucson Way, Centennial, Colorado 80112, and the name of the initial registered agent at such address is Steven A. Tedesco. Further the registered office or the registered agent may be changed in the manner permitted by law. EX-3 5 ex34.txt EXHIBIT 3.4 EXHIBIT 3.4 BYLAWS OF PROMAP CORPORATION (a Colorado corporation) TABLE OF CONTENTS Page ARTICLE I - OFFICES 5 1.1 Business Office 5 1.2 Registered Office 5 ARTICLE II - SHARES AND TRANSFER THEREOF 5 2.1 Regulation 5 2.2 Certificates for Shares 5 2.3 Cancellation of Certificates 5 2.4 Lost, Stolen or Destroyed Certificates 6 2.5 Transfer of Shares 6 2.6 Transfer Agent 6 2.7 Close of Transfer Book and Record Date 6 ARTICLE III - SHAREHOLDERS AND MEETINGS THEREOF 7 3.1 Shareholders of Record 7 3.2 Meetings 7 3.3 Annual Meetings 7 3.4 Special Meetings 7 3.5 Notice 8 3.6 Meeting of all Shareholders 8 3.7 Voting Record 8 3.8 Quorum 8 3.9 Manner of Acting 9 3.10 Proxies 9 3.11 Voting of Shares 9 3.12 Voting of Shares by Certain Holders 9 3.13 Informal Action by Shareholders 9 3.14 Voting by Ballot 10 3.15 Cumulative Voting 10 ARTICLE IV - DIRECTORS, POWERS AND MEETINGS 10 4.1 Board of Directors 10 4.2 Regular Meetings 10 4.3 Special Meetings 10 4.4 Notice 10 4.5 Participation by Electronic Means 11 4.6 Quorum and Manner of Acting 11 4.7 Organization 11 4.8 Presumption of Assent 11 4.9 Informal Action by Directors 11 4.10 Vacancies 11 4.11 Compensation 12 4.12 Removal of Directors 12 4.13 Resignations 12 4.14 General Powers 12 ARTICLE V - OFFICERS 12 5.1 Term and Compensation 12 5.2 Powers 13 5.3 Compensation 14 5.4 Delegation of Duties 14 5.5 Bonds 14 5.6 Removal 14 ARTICLE VI - FINANCE 14 6.1 Reserve 14 6.2 Banking 14 ARTICLE VII - DIVIDENDS 15 ARTICLE VIII - CONTRACTS, LOANS AND CHECKS 15 8.1 Execution of Contracts 15 8.2 Loans 15 8.3 Checks 15 ARTICLE IX - INDEMNIFICATION 15 9.1 Directors 15 9.2 Officers and Others 15 9.3 Insurance 16 9.4 Definition of "Director" 16 9.5 Non-Exclusivity of Rights 16 ARTICLE X - FISCAL YEAR 16 ARTICLE XI - CORPORATE SEAL 16 ARTICLE XII - AMENDMENTS 17 ARTICLE XIII - EXECUTIVE COMMITTEE 17 13.1 Appointment 17 13.2 Authority 17 13.3 Tenure and Qualifications 17 13.4 Meetings 17 13.5 Quorum 17 13.6 Informal Action by Executive Committee 18 13.7 Vacancies 18 13.8 Resignations and Removal 18 13.9 Procedure 18 ARTICLE XIV - EMERGENCY BYLAWS 18 CERTIFICATE 19 ARTICLE 1 OFFICES 1.1 Business Office. The principal office shall initially be 2530 S. Parker Road, Suite 220, Aurora, Colorado 80014. Other offices and places of business may be established from time to time by resolution of the Board of Directors or as the business of the corporation may require. 1.2 Registered Office. The registered office of the corporation, required by the Colorado Business Corporation Act to be maintained in the State of Colorado, may be, but need not be, identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors. ARTICLE II SHARES AND TRANSFER THEREOF 2.1 Regulation. The Board of Directors may make such rules and regulations as it may deem appropriate concerning the issuance, transfer and registration of certificates for shares of the corporation, including the appointment of transfer agents and registrars. 2.2 Certificates for Shares. Certificates representing shares of the corporation shall be consecutively numbered for each class of shares, or series thereof, as they are issued, shall be impressed with the corporate seal or a facsimile thereof, and shall be signed by the Chairman or Vice Chairman of the Board of Directors or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or by the Secretary or an Assistant Secretary; provided that any or all of the signatures may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or its employee. Each certificate shall state the name of the corporation, the fact that the corporation is organized or incorporated under the laws of the State of Colorado, the name of the person to whom issued, the date of issue, the class (or series of any class), the number of shares represented thereby and the par value of the shares represented thereby or a statement that such shares are without par value. A statement of the designations, preferences, qualifications, limitations, restrictions and special or relative rights of the shares of each class shall be set forth in full or summarized on the face or back of the certificates which the corporation shall issue, or in lieu thereof, the certificate may set forth that such a statement or summary will be furnished to any shareholder upon request without charge. Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors and as shall conform to the rules of any stock exchange on which the shares may be listed. The corporation shall not issue certificates representing fractional shares and shall not be obligated to make any transfers creating a fractional interest in a share of stock. The corporation may issue scrip in lieu of any fractional shares, such scrip to have terms and conditions specified by the Board of Directors. 2.3 Cancellation of Certificates. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and cancelled, except as herein provided with respect to lost, stolen or destroyed certificates. 2.4 Lost, Stolen or Destroyed Certificates. Any shareholder claiming that his certificate for shares is lost, stolen or destroyed may make an affidavit or affirmation of the fact and lodge the same with the Secretary of the corporation, accompanied by a signed application for a new certificate. Thereupon, and upon the giving of a satisfactory bond of indemnity to the corporation not exceeding an amount double the value of the shares as represented by such certificate (the necessity for such bond and the amount required to be determined by the President and Treasurer of the corporation), a new certificate may be issued of the same tenor and representing the same number, class and series of shares as were represented by the certificate alleged to be lost, stolen or destroyed. 2.5 Transfer of Shares. Subject to the terms of any shareholder agreement relating to the transfer of shares or other transfer restrictions contained in the Articles of Incorporation or authorized therein, shares of the corporation shall be transferable on the books of the corporation by the holder thereof in person or by his duly authorized attorney, upon the surrender and cancellation of a certificate or certificates for a like number of shares. Upon presentation and surrender of a certificate for shares properly endorsed and payment of all taxes therefor, the transferee shall be entitled to a new certificate or certificates in lieu thereof. As against the corporation, a transfer of shares can be made only on the books of the corporation and in the manner hereinabove provided, and the corporation shall be entitled to treat the holder of record of any share as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the statutes of the State of Colorado. 2.6 Transfer Agent. Unless otherwise specified by the Board of Directors by resolution, the Secretary of the corporation shall act as transfer agent of the certificates representing the shares of stock of the corporation. He shall maintain a stock transfer book, the stubs in which shall set forth among other things, the names and addresses of the holders of all issued shares of the corporation, the number of shares held by each, the certificate numbers representing such shares, the date of issue of the certificates representing such shares, and whether or not such shares originate from original issue or from transfer. Subject to Section 3.7, the names and addresses of the shareholders as they appear on the stubs of the stock transfer book shall be conclusive evidence as to who are the shareholders of record and as such entitled to receive notice of the meetings of shareholders; to vote at such meetings; to examine the list of the shareholders entitled to vote at meetings; to receive dividends; and to own, enjoy and exercise any other property or rights deriving from such shares against the corporation. Each shareholder shall be responsible for notifying the Secretary in writing of any change in his name or address and failure so to do will relieve the corporation, its directors, officers and agents, from liability for failure to direct notices or other documents, or pay over or transfer dividends or other property or rights, to a name or address other than the name and address appearing on the stub of the stock transfer book. 2.7 Close of Transfer Book and Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period, but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of, or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof. ARTICLE III SHAREHOLDERS AND MEETINGS THEREOF 3.1 Shareholders of Record. Only shareholders of record on the books of the corporation shall be entitled to be treated by the corporation as holders in fact of the shares standing in their respective names, and the corporation shall not be bound to recognize any equitable or other claim to, or interest in, any shares on the part of any other person, firm or corporation, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Colorado. 3.2 Meetings. Meetings of shareholders shall be held at the principal office of the corporation, or at such other place as specified from time to time by the Board of Directors. If the Board of Directors shall specify another location such change in location shall be recorded on the notice calling such meeting. 3.3 Annual Meeting. In the absence of a resolution of the Board of Directors providing otherwise, the annual meeting of shareholders of the corporation for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be determined by Board of Directors by resolution in conformance with Colorado law. If the election of Directors shall not be held on the day so designated for any annual meeting of the shareholders, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient. 3.4 Special Meetings. Special meetings of shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, the Board of Directors, the holders of not less than one-tenth of all the shares entitled to vote at the meeting, or legal counsel of the corporation as last designated by resolution of the Board of Directors. 3.5 Notice. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered unless otherwise prescribed by statute not less than ten days nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting to each shareholder of record entitled to vote at such meeting; except that, if the authorized shares are to be increased, at least thirty days' notice shall be given. Notice to shareholders of record, if mailed, shall be deemed given as to any shareholder of record, when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid, but if three successive letters mailed to the last-known address of any shareholder of record are returned as undeliverable, no further notices to such shareholder shall be necessary, until another address for such shareholder is made known to the corporation. 3.6 Meeting of All Shareholders. If all of the shareholders shall meet at any time and place, either within or without the State of Colorado, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken. 3.7 Voting Record. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before such meeting of shareholders, a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. The record, for a period of ten days prior to such meeting, shall be kept on file either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, whether within or without the State of Colorado, and shall be subject to inspection by any shareholder for any purpose germane to the meeting at any time during usual business hours. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder for any purpose germane to the meeting during the whole time of the meeting for the purposes thereof. The original stock transfer books shall be the prima facie evidence as to who are the shareholders entitled to examine the record or transfer books or to vote at any meeting of shareholders. 3.8 Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, except as otherwise provided by the Colorado Business Corporation Act and the Articles of Incorporation. In the absence of a quorum at any such meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed sixty days without further notice. At such adjourned meeting at which a quorum shall be presentor represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. 3.9 Manner of Acting. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or by the Articles of Incorporation or these Bylaws. 3.10 Proxies. At all meetings of shareholders a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after three years from the date of its execution, unless otherwise provided in the proxy. 3.11 Voting of Shares. Unless otherwise provided by these Bylaws or the Articles of Incorporation, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders, and each fractional share shall be entitled to a corresponding fractional vote on each such matter. 3.12 Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine. Shares standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court appointed guardian or conservator, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Neither shares of its own stock belonging to this corporation, nor shares of its own stock held by it in a fiduciary capacity, nor shares of its own stock held by another corporation if the majority of shares entitled to vote for the election of directors of such corporation is held by this corporation may be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time. Redeemable shares which have been called for redemption shall not be entitled to vote on any matter and shall not be deemed outstanding shares on and after the date on which written notice of redemption has been mailed to shareholders and a sum sufficient to redeem such shares has been irrevocably deposited or set aside to pay the redemption price to the holders of the shares upon surrender of certificates therefor. 3.13 Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. 3.14 Voting by Ballot. Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any shareholder shall demand that voting be by ballot. 3.15 Cumulative Voting. No shareholder shall be permitted to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principal among any number of candidates. ARTICLE IV DIRECTORS, POWERS AND MEETINGS 4.1 Board of Directors. The business and affairs of the corporation shall be managed by a board of not less than one (1) nor more than three (3) directors. Directors need not be shareholders of the corporation or residents of the State of Colorado and who shall be elected at the annual meeting of shareholders or some adjournment thereof. Directors shall hold office until the next succeeding annual meeting of shareholders and until their successors shall have been elected and shall qualify. The Board of Directors may increase or decrease, to not less than one (1) nor more than three (3), the number of directors by resolution. 4.2 Regular Meetings. A regular, annual meeting of the Board of Directors shall be held at the same place as, and immediately after, the annual meeting of shareholders, and no notice shall be required in connection therewith. The annual meeting of the Board of Directors shall be for the purpose of electing officers and the transaction of such other business as may come before the meeting. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Colorado, for the holding of additional regular meetings without other notice than such resolution. 4.3 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors if there are two or more directors of the Corporation. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Colorado, as the place for holding any special meeting of the Board of Directors called by them. 4.4 Notice. Written notice of any special meeting of directors shall be given as follows: (a) By mail to each director at his business address at least three days prior to the meeting; or (b) By personal delivery or telegram at least twenty-four hours prior to the meeting to the business address of each director, or in the event such notice is given on a Saturday, Sunday or holiday, to the residence address of each director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 4.5 Participation by Electronic Means. Except as may be otherwise provided by the Articles of Incorporation or Bylaws, members of the Board of Directors or any committee designated by such Board may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting. 4.6 Quorum and Manner of Acting. A quorum at all meetings of the Board of Directors shall consist of a majority of the number of directors then holding office, but a smaller number may adjourn from time to time without further notice, until a quorum is secured. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the laws of the State of Colorado or by the Articles of Incorporation or these Bylaws. 4.7 Organization. The Board of Directors shall elect a chairman to preside at each meeting of the Board of Directors. The Board of Directors shall elect a Secretary to record the discussions and resolutions of each meeting. 4.8 Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. 4.9 Informal Action By Directors. Any action required or permitted to be taken by the Board of Directors, or a committee thereof, at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors or all the committee members entitled to vote with respect to the subject matter thereof. 4.10 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and shall hold such office until his successor is duly elected and shall qualify. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by an election at an annual meeting, or at a special meeting of shareholders called for that purpose. A director chosen to fill a position resulting from an increase in the number of directors shall hold office only until the next election of directors by the shareholders. 4.11 Compensation. By resolution of the Board of Directors and irrespective of any personal interest of any of the members, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. 4.12 Removal of Directors. Any director or directors of the corporation may be removed at any time, with or without cause, in the manner provided in the Colorado Business Corporation Act. 4.13 Resignations. A director of the corporation may resign at any time by giving written notice to the Board of Directors, President or Secretary of the corporation. The resignation shall take effect upon the date of receipt of such notice, or at any later period of time specified therein. The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires it to be effective as such. 4.14 General Powers. The business and affairs of the corporation shall be managed by the Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders. The directors shall pass upon any and all bills or claims of officers for salaries or other compensation and, if deemed advisable, shall contract with officers, employees, directors, attorneys, accountants, and other persons to render services to the corporation. ARTICLE V OFFICERS 5.1 Term and Compensation. The elective officers of the corporation shall consist of at least a President, a Secretary and a Treasurer, each of whom shall be eighteen years or older and who shall be elected by the Board of Directors at its first meeting of the Board held after each annual meeting of the shareholders. Unless removed in accordance with procedures established by law and these Bylaws, the said officers shall serve until the next succeeding annual meeting of the Board of Directors and until their respective successors are elected and shall qualify. Any number of offices may be held by the same person at the same time. The Board may elect or appoint such other officers and agents as it may deem advisable, who shall hold office during the pleasure of the Board. 5.2 Powers. The officers of the corporation shall exercise and perform the respective powers, duties and functions as are stated below, and as may be assigned to them by the Board of Directors. (a) The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. He shall preside, when present, at all meetings of the shareholders and of the Board of Directors unless a different chairman of such meetings is elected by the Board of Directors. (b) In the absence or disability of the President, the Vice-President or Vice-Presidents, if any, in order of their rank as fixed by the Board of Directors, and if not ranked, the Vice-Presidents in the order designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on the President. Each Vice-President shall have such other powers and perform such other duties as may from time to time be assigned to him by the President or the Board of Directors. (c) The Secretary shall prepare and maintain accurate minutes of all meetings of the shareholders and the Board of Directors unless a different Secretary of such meetings is elected by the Board of Directors. He shall keep, or cause to be kept a record of the shareholders of the corporation and shall be responsible for the giving of notice of meetings of the shareholders or the Board of Directors. The Secretary shall prepare and maintain any and all other records and information required to be kept by the corporation under Section 7-116-101 of the Colorado Business Corporation Act. The Secretary shall have the responsibility for authenticating records of the corporation. The Secretary shall be custodian of the records and of the seal of the corporation and shall attest the affixing of the seal of the corporation when so authorized. The Secretary or Assistant Secretary shall sign all stock certificates, as described in Section 2.2 hereof. The Secretary shall perform all duties commonly incident to his office and such other duties as may from time to time be assigned to him by the President or the Board of Directors. (d) An Assistant Secretary may, at the request of the Secretary, or in the absence or disability of the Secretary, perform all of the duties of the Secretary. He shall perform such other duties as may be assigned to him by the President or by the Secretary. (e) The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the money, funds, valuable papers and documents of the corporation. He shall keep accurate books of accounts of the corporation's transactions, which shall be the property of the corporation, and shall render financial reports and statements of condition of the corporation when so requested by the Board of Directors or President. The Treasurer shall perform all duties commonly incident to his office and such other duties as may from time to time be assigned to him by the President or the Board of Directors. In the absence or disability of the President and Vice-President or Vice-Presidents, the Treasurer shall perform the duties of the President. (f) An Assistant Treasurer may, at the request of the Treasurer, or in the absence or disability of the Treasurer, perform all of the duties of the Treasurer. He shall perform such other duties as may be assigned to him by the President or by the Treasurer. 5.3 Compensation. All officers of the corporation may receive salaries or other compensation if so ordered and fixed by the Board of Directors. The Board of Directors shall have authority to fix salaries in advance for stated periods or render the same retroactive as the Board may deem advisable. 5.4 Delegation of Duties. In the event of absence or inability of any officer to act, the Board of Directors may delegate the powers or duties of such officer to any other officer, director or person whom it may select. 5.5 Bonds. If the Board of Directors by resolution shall so require, any officer or agent of the corporation shall give bond to the corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of their respective duties and offices. 5.6 Removal. Any officer or agent may be removed by the Board of Directors or by the executive committee, if any, whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not, of itself, create contract rights. ARTICLE VI FINANCE 6.1 Reserve Funds. The Board of Directors, in its uncontrolled discretion, may set aside from time to time, out of the net profits or earned surplus of the corporation, such sum or sums as it deems expedient as a reserve fund to meet contingencies, for equalizing dividends, for maintaining any property of the corporation, and for any other purpose. 6.2 Banking. The moneys of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies, as the Board of Directors shall designate, and may be drawn out only on checks signed in the name of the corporation by such person or persons as the Board of Directors, by appropriate resolution, may direct. Notes and commercial paper, when authorized by the Board, shall be signed in the name of the corporation by such officer or officers or agent or agents as shall thereunto be authorized from time to time. ARTICLE VII DIVIDENDS Subject to the provisions of the Articles of Incorporation and the laws of the State of Colorado, the Board of Directors may declare dividends whenever, and in such amounts, as in the Board's opinion the condition of the affairs of the corporation shall render such advisable. ARTICLE VIII CONTRACTS, LOANS AND CHECKS 8.1 Execution of Contracts. Except as otherwise provided by statute or by these Bylaws, the Board of Directors may authorize any officer or agent of the corporation to enter into any contract, or execute and deliver any instrument in the name of, and on behalf of the corporation. Such authority may he general or confined to specific instances and, unless so authorized, no officer, agent or employee shall have any power to bind the corporation for any purpose, except as may be necessary to enable the corporation to carry on its normal and ordinary course of business. 8.2 Loans. No loans shall be contracted on behalf of the corporation and no negotiable paper shall be issued in its name unless authorized by the Board of Directors. When so authorized, any officer or agent of the corporation may effect loans and advances at any time for the corporation from any bank, trust company or institution, firm, corporation or individual. An agent so authorized may make and deliver promissory notes or other evidence of indebtedness of the corporation and may mortgage, pledge, hypothecate or transfer any real or personal property held by the corporation as security for the payment of such loans. Such authority, in the Board of Directors' discretion, may be general or confined to specific instances. 8.3 Checks. Checks, notes, drafts and demands for money or other evidence of indebtedness issued in the name of the corporation shall be signed by such person or persons as designated by the Board of Directors and in the manner the Board of Directors prescribes. ARTICLE IX INDEMNIFICATION 9.1 Directors. The Corporation shall indemnify directors of the Corporation in their capacities as directors pursuant to the procedures set forth in, and to the fullest extent authorized by, Colorado law as the same exists or may hereafter be amended. The right to indemnification provided herein shall be a contract right and shall include the right to be paid by the Corporation in accordance with Colorado law for expenses incurred in advance of any proceeding's final disposition. 9.2 Officers and Others. The Corporation may indemnify and advance expenses to officers, employees, fiduciaries and agents of the Corporation as it deems appropriate and as permitted by Colorado law. No such indemnification shall be made without the prior approval of the Board of Directors and the determination by the Board of Directors that such indemnification is permissible, except pursuant to a contract approved by the Board of Directors. 9.3 Insurance. The Corporation may purchase and maintain insurance for itself and on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the Corporation or who, while a director, officer, employee, fiduciary or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of another foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise, other person, or employee benefit plan against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Corporation would have the power to indemnify him against such liability. 9.4 Definition of "Director." The term "director" for purposes of this Article means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, fiduciary, or agent of another foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise, other person, or employee benefit plan. A director shall be considered to be serving an employee benefit plan at the Corporation's request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The term "director" includes, unless the context otherwise requires, the estate or personal representative of a director. 9.5 Non-Exclusivity of Rights. The foregoing rights of indemnification and insurance shall not be exclusive of, or in any manner limit, other rights to which any director may be entitled as a matter of law, or to the extent not prohibited by law, by a contract approved by the Board of Directors. ARTICLE X FISCAL YEAR The fiscal year of the corporation shall be the year adopted by resolution of the Board of Directors. ARTICLE XI CORPORATE SEAL The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "CORPORATE SEAL". ARTICLE XII AMENDMENTS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Directors present at any meeting of the Board of Directors of the corporation at which a quorum is present. ARTICLE XIII EXECUTIVE COMMITTEE 13.1 Appointment. The Board of Directors by resolution adopted by a majority of the full Board, may designate two or more of its members to constitute an executive committee. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. 13.2 Authority. The executive committee, when the Board of Directors is not in session shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee and except also that the executive committee shall not have the authority of the Board of Directors in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease or other disposition of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, or amending the Bylaws of the corporation. 13.3 Tenure and Qualifications. Each member of the executive committee shall hold office until the next regular annual meeting of the Board of Directors following his designation. 13.4 Meetings. Regular meetings of the executive committee may be held without notice at such time and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one day's notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the executive committee at his business address. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting. 13.5 Quorum. A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present. 13.6 Informal Action by Executive Committee. Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the committee entitled to vote with respect to the subject matter thereof. 13.7 Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full Board of Directors. 13.8 Resignations and Removal. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of the executive committee may resign from the executive committee at any time by giving written notice to the President or Secretary of the corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 13.9 Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken. ARTICLE XIV EMERGENCY BYLAWS The Emergency Bylaws provided for in this Article shall be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster, notwithstanding any different provision in the preceding articles of the Bylaws or in the Articles of Incorporation of the corporation or in the Colorado Business Corporation Act. To the extent not inconsistent with the provisions of this Article, the Bylaws provided in the preceding articles shall remain in effect during such emergency and upon its termination the Emergency Bylaws shall cease to be operative. During any such emergency: (a) A meeting of the Board of Directors may be called by any officer or director of the corporation. Notice of the time and place of the meeting shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any available means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting. (b) At any such meeting of the Board of Directors, a quorum shall consist of the number of directors in attendance at such meeting. (c) The Board of Directors, either before or during any such emergency, may, effective in the emergency, change the principal office or designate several alternative principal offices or regional offices, or authorize the officers so to do. (d) The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties. (e) No officer, director or employee acting in accordance with these Emergency Bylaws shall be liable except for willful misconduct. (f) These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders, but no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action taken prior to the time of such repeal or change. Any amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency. CERTIFICATE I hereby certify that the foregoing Bylaws constitute the Bylaws of PROMAP CORPORATION adopted by the Board of Directors of the corporation as of November 12, 1989. /s/ Steven Tedesco Steven Tedesco, President EX-5 6 ex51.txt EXHIBIT 5.1 EXHIBIT 5.1 JIN, SCHAUER & SAAD LLC 600 17th Street, Suite 2700 South Denver, Colorado 80202 Telephone: (720) 889-2211 Facsimile: (720) 889-2222 November 25, 2009 Promap Corporation 7060B South Tucson Way Centennial, Colorado 80112 Re: S-1 Registration Statement for common stock of Promap Corporation (the "Company") Gentlemen: At your request, we have examined the Registration Statement which is being filed with the Securities and Exchange Commission ("SEC"), on Form S-1 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of (a) 1,500,000 shares of common stock of selling shareholders; and (b) 800,000 shares of Promap Corporation, a Colorado corporation. In rendering the following opinion, we have examined and relied only upon the documents, and certificates of officers and directors of the Company as are specifically described below. In our examination, we have assumed the genuineness of all signatures, the authenticity, accuracy and completeness of the documents submitted to us as originals, and the conformity with the original documents of all documents submitted to us as copies. Our examination was limited to the following documents and not others: a) Certificates of Incorporation of the Company, as amended to date; b) Bylaws of the Company, as amended to date; and c) Certified Resolutions adopted by the Board of Directors of the Company authorizing the issuance of the stock. We have not undertaken, nor do we intend to undertake, any independent investigation beyond such documents and records, or to verify the adequacy or accuracy of such documents and records. Based on the foregoing, it is our opinion that the 1,500,000 shares being registered under the Registration Statement for resale by current shareholders have been duly and validly authorized and duly and validly issued and are fully paid and non-assessable, and the 800,000 shares being offered for sale will be duly and validly authorized, duly and validly issued, fully paid and non-assessable under Colorado Laws. We express no opinion as to compliance with the Securities Act or "blue sky" laws of any state in which the stock is proposed to be offered and sold or as to the effect, if any, which non-compliance with such laws might have on the validity of transfer of the stock. We consent to the filing of this opinion as an exhibit to the Registration Statement in connection with the offering described therein. We further consent to the reference to us under the caption "Experts and Legal Counsel" in the prospectus included in the Registration Statement. This opinion covers only matters of Colorado law and nothing in this opinion shall be deemed to imply any opinion related to the laws of any other jurisdiction. Nothing herein shall be deemed to relate to or constitute an opinion concerning any matters not specifically set forth above. The information set forth herein is as of the date of this letter. We disclaim any undertaking to advise you of changes which may be brought to our attention after the effective date of the Registration Statement. Sincerely, JIN, SCHAUER & SAAD LLC By /s/ Jon D. Sawyer Jon D. Sawyer EX-9 7 ex9.txt EXHIBIT 9.0 EXHIBIT 9.0 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Escrow Agreement") is dated as of ___________, 2010, among Promap Corporation, a Colorado corporation (the "Company"), Corporate Stock Transfer, Inc., as escrow agent (the "Escrow Agent"), and United Western Bank, as escrow holder (the "Escrow Holder"). Capitalized terms used but not defined herein shall have the meaning set forth in the Subscription Agreement (as defined below). RECITALS A. The Company is in the process of raising capital through a self- underwritten public offering (the "Offering") of shares of the Company's no par value common stock (the "Shares") at a price of $0.25 per Share, pursuant to the terms of a Prospectus dated ____________, (the "Prospectus") and a Common Stock Subscription Agreement between the Company and the investors executing a signature page thereto (the "Subscription Agreement"). B. The Company intends to offer the Shares on a "best efforts" basis with a minimum of 160,000 Shares for an aggregate of $40,000 (the "Minimum Offering") and a maximum of 800,000 Shares for an aggregate of $200,000 (the "Maximum Offering") pursuant to the Prospectus and the Subscription Agreement. C. Each investor (an "Investor") subscribing to purchase Shares will complete and execute a signature page to the Subscription Agreement and tender cash to the Escrow Agent in accordance with the Subscription Agreement (the "Consideration"). D. Pending the Escrow Agent's receipt of at least the Minimum Offering amount (but not more than the Maximum Offering amount), the Company may close upon such amount (the "Closing"), and the Company agrees that the Consideration from the Investors shall be released in accordance with the terms hereof. NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Appointment of Escrow Agent; Deposits of Cash. (a) The Company hereby appoints the Escrow Agent as its agent and custodian to hold and disburse the Consideration deposited with the Escrow Agent pursuant to the terms of this Escrow Agreement in accordance with the terms hereof. (b) Following execution of this Escrow Agreement, the Company will cause to be delivered to the Escrow Agent from time to time any and all Consideration received from the Investors upon the execution and delivery of the Subscription Agreement (the "Escrow Funds"). 2. Methods of Disposition of Escrow Funds. The Escrow Agent will hold the Escrow Funds as specified in this Escrow Agreement until authorized hereunder to deliver such Escrow Funds, or a portion thereof, as follows: (a) At the time of the Closing and upon receipt of a certificate in the form of Schedule I attached hereto executed by the Company, as directed in such certificate; (b) If the Minimum Offering amount has not been raised on or before _________________, 2010, the Escrow Agent shall return the Escrow Funds to the Investors, without interest, in accordance with the amount actually deposited by each Investor, or (c) as directed pursuant to Sections 6(i), 6(k) or 6(l). 3. Purpose of Escrow Funds. The Company acknowledges and agrees that the purpose of the Escrow Funds is to hold and safeguard the Consideration pending the Closing of the Offering by the Company pursuant to the Subscription Agreement. 4. Relationship Between Escrow Agent and Escrow Holder. The Escrow Holder shall take directions only from the Escrow Agent with respect to the Escrow Funds. 5. Investments; Disposition of Income. The Escrow Agent shall place the Escrow Funds in a separate non-interest bearing account with the Escrow Holder, as directed in writing by the Company, and at all times in compliance with Rule 15c2-4 promulgated under the Securities Exchange Act of 1934. 6. Concerning the Escrow Agent. (a) The Escrow Agent shall not be under any duty to give the Escrow Funds held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder except as directed pursuant to Section 5 of this Escrow Agreement. (b) This Escrow Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall not be bound by the provisions of any other agreement among the parties hereto except this Escrow Agreement. (c) The Escrow Agent shall not be liable, except for its own gross negligence, willful misconduct or breach of this Escrow Agreement, and, except with respect to claims based upon such gross negligence, willful misconduct or breach of this Escrow Agreement, that are successfully asserted against the Escrow Agent, the other parties hereto shall jointly and severally indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorney's fees and disbursements, arising out of and in connection with this Escrow Agreement. Without limiting the foregoing, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any Escrow Funds held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence, willful misconduct or breach of this Escrow Agreement) in the investment or reinvestment of the Escrow Funds, or any loss of interest incident to any such delays. (d) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the proprieties, validity or the service thereof. The Escrow Agent may act in reliance upon any instrument or signature reasonably believed by it to be genuine and may assume that any person purporting to give notice or advice, accept receipt of or execute any document, or make any statement in connection with the provisions hereof, has been duly authorized to do so. (e) The Escrow Agent may act pursuant to the advice of counsel with respect to any matter relating to this Escrow Agreement and shall not be liable for any action taken or omitted in accordance with such advice, except for any action constituting gross negligence, willful misconduct or a breach of this Escrow Agreement. (f) The Escrow Agent is serving as escrow holder only and has no interest in the Escrow Funds deposited hereunder. Any payments of income from this Escrow Agreement shall be subject to withholding regulations then in force with respect to United States taxes. The Company will provide the Escrow Agent with appropriate W-9 forms for tax identification number certification or nonresident alien certifications. This Section 6(f) and Section 6(c) shall survive notwithstanding any termination of this Escrow Agreement or the resignation of the Escrow Agent. (g) The Escrow Agent makes no representation as to the validity, value, genuineness or the collectibility of any security or other documents or instrument held by or delivered to it. (h) The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. (i) The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Escrow Funds to any successor Escrow Agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The resignation of the Escrow Agent will take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day which is 30 days after the date of delivery of its written notice of resignation to the other parties hereto. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent's sole responsibility after that time shall be to safekeep the Escrow Funds until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final order of a court of competent jurisdiction. (j) The Escrow Agent shall have no responsibility for the contents of any writing of the arbitrators or any third party contemplated herein as a means to resolve disputes and may rely without any liability upon the contents thereof. (k) In the event of any disagreement between the other parties hereto resulting in adverse claims or demands being made in connection with the Escrow Funds, or in the event that the Escrow Agent in good faith is in doubt as to what action it should take hereunder, the Escrow Agent shall be entitled to retain the Escrow Funds until the Escrow Agent shall have received (i) a final nonappealable order of a court of competent jurisdiction directing delivery of the Escrow Funds or (ii) a written agreement executed by the other parties hereto directing delivery of the Escrow Funds, in which event the Escrow Agent shall disburse the Escrow Funds in accordance with such order or agreement. Any court order referred to in clause (i) above shall be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that said court order is final and nonappealable. The Escrow Agent shall act on such court order and legal opinions without further question. (l) Notwithstanding anything to the contrary contained herein, in the event of any dispute between the parties hereto as to the facts of default, the validity or meaning of these instructions or any other fact or matter relating to the transaction between the parties, the Escrow Agent is instructed as follows: (i) That it shall be under no obligation to act, except as and to the extent directed under process or order of court, or until it has been adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending such process or court order or indemnification; and (ii) That it may in its sole and absolute discretion, deposit the property herein or so much thereof as remains in its hands with the then Clerk, or acting Clerk, of the District Court of the City and County of Denver, State of Colorado, interplead the parties hereto, and upon so depositing such property and filing its complaint in interpleader it shall be relieved of all liability under the terms hereof as to the property so deposited, and furthermore, the parties hereto for themselves, their heirs, legal representatives, successors and assigns do hereby submit themselves to the jurisdiction of said court and do hereby appoint the then Clerk, or acting Clerk, of said court as their Agent for the service of all process in connection with such proceedings. The institution of any such interpleader action shall not impair the rights of the Escrow Agent under Section 6(c) above. (m) The Company agrees to pay the Escrow Agent as compensation for the services of the Escrow Agent hereunder, a fee of $1,000 as payment in full for the services to be rendered by the Escrow Agent hereunder. In addition, the Company agrees to pay all reasonable expenses, disbursements and advances incurred or made by the Escrow Agent in performance of its duties hereunder (including reasonable fees, expenses and disbursements of its counsel). (n) No printed or other matter in any language (including, without limitation, prospectuses, notices, reports and promotional materials) which mentions the Escrow Agent's name or the rights, powers or duties of the Escrow Agent shall be issued by the other parties hereto or on such parties' behalf unless the Escrow Agent shall first have given its specific written consent to such mention(s), which consent shall not be unreasonably withheld or delayed. 7. Notices. Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing. All such notices shall be delivered personally, by facsimile or by reputable overnight courier (costs prepaid), and shall be deemed given or made when delivered personally, the business day sent if sent by facsimile or one business day after delivery to the overnight courier for next business day delivery. All such notices are to be given or made to the parties at the following addresses (or to such other address as any party may designate by a notice given in accordance with the provisions of this Section): If to the Company: Promap Corporation 7060B S. Tucson Way Centennial, Colorado 80112 Attention: Steven Tedesco Telephone: (720) 889-0510 If to the Escrow Agent: Corporate Stock Transfer, Inc. 3200 Cherry Creek Drive, Suite 430 Denver, Colorado 80209 Attention: Carylyn Bell Facsimile: (303) 282-5800 Telephone: (303) 282-4800 If to the Escrow Holder: United Western Bank 278 University Boulevard Denver, Colorado 80206 Attention: [_______________] Facsimile: [_______________] Telephone: (720) 956-6500 8. Waivers and Amendments. This Escrow Agreement may be amended, superseded, canceled, renewed or extended and the terms hereof may be waived only by a written instrument signed by the Company and the Escrow Agent. 9. Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures provided by facsimile or electronic transmission will be deemed to be original signatures. 10. Governing Law; Severability. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Colorado, without reference to the choice of law or conflicts of law principles thereof. Should any clause, section or part of this Agreement be held or declared to be void or illegal for any reason, all other clauses, sections or parts of this Agreement shall nevertheless continue in full force and effect. 11. Assignment. Neither the rights nor the obligations of any party to this Agreement may be transferred or assigned, except by the express written agreement of the parties hereto. Any purported assignment of this Agreement shall be null, void and of no effect. 12. Termination. This Escrow Agreement shall terminate upon the complete distribution of the Escrow Funds in accordance with the terms hereof (the "Termination Date"). Notwithstanding the foregoing, the Company may extend the Termination Date by delivering a written notice to that effect to the Escrow Agent at least two business days prior to the Termination Date, in which event this Agreement shall terminate on the date specified in such notice. If any Escrow Funds are subject to a dispute under Section 6(l), this Escrow Agreement shall remain in full force and effect until such dispute is resolved in accordance with such Section 6(l). 13. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective representatives, successors and assigns. * * * * * IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed on the date and year first written above. THE COMPANY: PROMAP CORPORATION By:________________________________ Steven A. Tedesco Name: Steven A. Tedesco Title: President THE ESCROW AGENT: CORPORATE STOCK TRANSFER, INC. By:_________________________________ Carylyn Bell President THE ESCROW HOLDER: UNITED WESTERN BANK By:_________________________________ Name: Title: SCHEDULE I CERTIFICATE Reference is hereby made to the Escrow Agreement dated as of [November ___, 2009], among Promap Corporation, a Colorado corporation (the "Company"), Corporate Stock Transfer, Inc., as escrow agent (the "Escrow Agent"), and United Western Bank, as escrow holder. Capitalized terms used herein but not defined herein have the meaning assigned such terms in the Escrow Agreement. The Company hereby instructs the Escrow Agent to deliver the aggregate Escrow Funds as follows: Name Amount 1. Promap Corporation $_________ Representing payment in full of the gross proceeds of the sale of $_____ of Shares. WIRE INSTRUCTIONS - as attached in Appendix A to Schedule I IN WITNESS WHEREOF, the parties set forth below have executed this certificate as of _____________ 2010. COMPANY: PROMAP CORPORATION By: _______________________________ Name: ____________________________ Title: ___________________________ Appendix A Wire Instructions for Promap Corporation EX-23 8 ex231.txt EXHIBIT 23.1 EXHIBIT 23.1 Ronald R. Chadwick, P.C. Certified Public Accountant 2851 South Parker Road Suite 720 Aurora, Colorado 80014 Phone (303)306-1967 Fax (303)306-1944 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM I consent to the use in the Registration Statement of Promap Corporation on Form S-1 of my Report of Independent Registered Public Accounting Firm, dated September 2, 2009, on the balance sheets of Promap Corporation as at December 31, 2007 and 2008, and the related statements of operations, stockholders' equity, and cash flows for the years then ended. In addition, I consent to the reference to me under the heading "Experts" in the Registration Statement. RONALD R. CHADWICK, P.C. Aurora, Colorado November 23, 2009 /s/ Ronald R. Chadwick, P.C. -----END PRIVACY-ENHANCED MESSAGE-----