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Pontotoc Production Inc – ‘10-12G’ on 9/5/96 – EX-3.1

As of:  Thursday, 9/5/96   ·   Accession #:  948830-96-171   ·   File #:  0-21313

Previous ‘10-12G’:  None   ·   Next & Latest:  ‘10-12G/A’ on 10/22/96

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/05/96  Pontotoc Production Inc           10-12G                 6:131K                                   Sawyer Jon D P C/FA

Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G      Registration of Securities (General Form)             29±   139K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,      5±    19K 
                          Liquidation or Succession                              
 3: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,      9±    36K 
                          Liquidation or Succession                              
 4: EX-3.1      Articles of Incorporation/Organization or By-Laws      6     29K 
 5: EX-10.1     Material Contract                                      1      6K 
 6: EX-27       Financial Data Schedule (Pre-XBRL)                     1      8K 


EX-3.1   —   Articles of Incorporation/Organization or By-Laws

EX-3.11st Page of 6TOCTopPreviousNextBottomJust 1st
 

September 4, 1996 Board of Directors Mahogany Capital, Inc. 16178 East Prentice Place Aurora, Colorado 80015 Gentlemen: The undersigned, a beneficial owner of the $.0001 par value common stock of Mahogany Capital, Inc. (the "Company"), understands that the Company intends to file with the U.S. Securities and Exchange Commission a registration statement on Form 10-SB (the "Registration Statement"), for the registration of the Company's Common Stock. As part of the disclosure included in the Registration Statement, the Company has affirmatively stated that there will be no trading of the Company's securities until such time as the Company successfully implements its business plan as described in such Registration Statement, consummating a merger or acquisition. In order to insure that the aforesaid disclosure is adhered to, the undersigned agrees, for the benefit of the Company, that he/she will not offer to sell, assign, pledge, hypothecate, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock of the Company owned by him/her, or subsequently acquired through the exercise of any options, warrants or rights, or conversion of any other security or by reason of any stock split or other distribution of stock, or grant options, rights or warrants with respect to any such shares of Common Stock, until the Company successfully closes a merger or acquisition. Furthermore, the undersigned will permit all certificates evidencing his/her shares to be endorsed with the appropriate restrictive legends and will consent to the placement of appropriate stop transfer orders with the transfer agent of the Company. Furthermore, the undersigned agrees that all certificates evidencing his/her shares will be held by Jon D. Sawyer, P.C., legal counsel for the Company, who will hold the certificates until the Company has completed a merger or acquisition. Very truly yours, /s/ James Ray Sjoerdsma ------------------------------------------- (Signature of Holder) James Ray Sjoerdsma ------------------------------------------- Please Print Name(s) Number of Shares of Common Stock Owned: 125,000
EX-3.12nd Page of 6TOC1stPreviousNextBottomJust 2nd
September 4, 1996 Board of Directors Mahogany Capital, Inc. 16178 East Prentice Place Aurora, Colorado 80015 Gentlemen: The undersigned, a beneficial owner of the $.0001 par value common stock of Mahogany Capital, Inc. (the "Company"), understands that the Company intends to file with the U.S. Securities and Exchange Commission a registration statement on Form 10-SB (the "Registration Statement"), for the registration of the Company's Common Stock. As part of the disclosure included in the Registration Statement, the Company has affirmatively stated that there will be no trading of the Company's securities until such time as the Company successfully implements its business plan as described in such Registration Statement, consummating a merger or acquisition. In order to insure that the aforesaid disclosure is adhered to, the undersigned agrees, for the benefit of the Company, that he/she will not offer to sell, assign, pledge, hypothecate, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock of the Company owned by him/her, or subsequently acquired through the exercise of any options, warrants or rights, or conversion of any other security or by reason of any stock split or other distribution of stock, or grant options, rights or warrants with respect to any such shares of Common Stock, until the Company successfully closes a merger or acquisition. Furthermore, the undersigned will permit all certificates evidencing his/her shares to be endorsed with the appropriate restrictive legends and will consent to the placement of appropriate stop transfer orders with the transfer agent of the Company. Furthermore, the undersigned agrees that all certificates evidencing his/her shares will be held by Jon D. Sawyer, P.C., legal counsel for the Company, who will hold the certificates until the Company has completed a merger or acquisition. Very truly yours, /s/ J. J. Peirce ------------------------------------------- (Signature of Holder) J. J. Peirce ------------------------------------------- Please Print Name(s) Number of Shares of Common Stock Owned: 100,000
EX-3.13rd Page of 6TOC1stPreviousNextBottomJust 3rd
September 4, 1996 Board of Directors Mahogany Capital, Inc. 16178 East Prentice Place Aurora, Colorado 80015 Gentlemen: The undersigned, a beneficial owner of the $.0001 par value common stock of Mahogany Capital, Inc. (the "Company"), understands that the Company intends to file with the U.S. Securities and Exchange Commission a registration statement on Form 10-SB (the "Registration Statement"), for the registration of the Company's Common Stock. As part of the disclosure included in the Registration Statement, the Company has affirmatively stated that there will be no trading of the Company's securities until such time as the Company successfully implements its business plan as described in such Registration Statement, consummating a merger or acquisition. In order to insure that the aforesaid disclosure is adhered to, the undersigned agrees, for the benefit of the Company, that he/she will not offer to sell, assign, pledge, hypothecate, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock of the Company owned by him/her, or subsequently acquired through the exercise of any options, warrants or rights, or conversion of any other security or by reason of any stock split or other distribution of stock, or grant options, rights or warrants with respect to any such shares of Common Stock, until the Company successfully closes a merger or acquisition. Furthermore, the undersigned will permit all certificates evidencing his/her shares to be endorsed with the appropriate restrictive legends and will consent to the placement of appropriate stop transfer orders with the transfer agent of the Company. Furthermore, the undersigned agrees that all certificates evidencing his/her shares will be held by Jon D. Sawyer, P.C., legal counsel for the Company, who will hold the certificates until the Company has completed a merger or acquisition. Very truly yours, CHARITABLE REMAINDER TRUST OF TIMOTHY J. BRASEL By/s/ Timothy J. Brasel ------------------------------------------- (Signature of Holder) Timothy J. Brasel, Trustee ------------------------------------------- Please Print Name(s) Number of Shares of Common Stock Owned: 75,000
EX-3.14th Page of 6TOC1stPreviousNextBottomJust 4th
September 4, 1996 Board of Directors Mahogany Capital, Inc. 16178 East Prentice Place Aurora, Colorado 80015 Gentlemen: The undersigned, a beneficial owner of the $.0001 par value common stock of Mahogany Capital, Inc. (the "Company"), understands that the Company intends to file with the U.S. Securities and Exchange Commission a registration statement on Form 10-SB (the "Registration Statement"), for the registration of the Company's Common Stock. As part of the disclosure included in the Registration Statement, the Company has affirmatively stated that there will be no trading of the Company's securities until such time as the Company successfully implements its business plan as described in such Registration Statement, consummating a merger or acquisition. In order to insure that the aforesaid disclosure is adhered to, the undersigned agrees, for the benefit of the Company, that he/she will not offer to sell, assign, pledge, hypothecate, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock of the Company owned by him/her, or subsequently acquired through the exercise of any options, warrants or rights, or conversion of any other security or by reason of any stock split or other distribution of stock, or grant options, rights or warrants with respect to any such shares of Common Stock, until the Company successfully closes a merger or acquisition. Furthermore, the undersigned will permit all certificates evidencing his/her shares to be endorsed with the appropriate restrictive legends and will consent to the placement of appropriate stop transfer orders with the transfer agent of the Company. Furthermore, the undersigned agrees that all certificates evidencing his/her shares will be held by Jon D. Sawyer, P.C., legal counsel for the Company, who will hold the certificates until the Company has completed a merger or acquisition. Very truly yours, CHARITABLE REMAINDER TRUST OF MARY JANE BRASEL By/s/ Timothy J. Brasel ------------------------------------------- (Signature of Holder) Timothy J. Brasel, Trustee ------------------------------------------- Please Print Name(s) Number of Shares of Common Stock Owned: 50,000
EX-3.15th Page of 6TOC1stPreviousNextBottomJust 5th
August 20, 1996 Board of Directors Mahogany Capital, Inc. 16178 East Prentice Place Aurora, Colorado 80015 Gentlemen: The undersigned, a beneficial owner of the $.0001 par value common stock of Mahogany Capital, Inc. (the "Company"), understands that the Company intends to file with the U.S. Securities and Exchange Commission a registration statement on Form 10-SB (the "Registration Statement"), for the registration of the Company's Common Stock. As part of the disclosure included in the Registration Statement, the Company has affirmatively stated that there will be no trading of the Company's securities until such time as the Company successfully implements its business plan as described in such Registration Statement, consummating a merger or acquisition. In order to insure that the aforesaid disclosure is adhered to, the undersigned agrees, for the benefit of the Company, that he/she will not offer to sell, assign, pledge, hypothecate, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock of the Company owned by him/her, or subsequently acquired through the exercise of any options, warrants or rights, or conversion of any other security or by reason of any stock split or other distribution of stock, or grant options, rights or warrants with respect to any such shares of Common Stock, until the Company successfully closes a merger or acquisition. Furthermore, the undersigned will permit all certificates evidencing his/her shares to be endorsed with the appropriate restrictive legends and will consent to the placement of appropriate stop transfer orders with the transfer agent of the Company. Furthermore, the undersigned agrees that all certificates evidencing his/her shares will be held by Jon D. Sawyer, P.C., legal counsel for the Company, who will hold the certificates until the Company has completed a merger or acquisition. Very truly yours, /s/ Paul Dragul ------------------------------------------- (Signature of Holder) Paul Dragul ------------------------------------------- Please Print Name(s) Number of Shares of Common Stock Owned: 400,000
EX-3.1Last Page of 6TOC1stPreviousNextBottomJust 6th
August 20, 1996 Board of Directors Mahogany Capital, Inc. 16178 East Prentice Place Aurora, Colorado 80015 Gentlemen: The undersigned, a beneficial owner of the $.0001 par value common stock of Mahogany Capital, Inc. (the "Company"), understands that the Company intends to file with the U.S. Securities and Exchange Commission a registration statement on Form 10-SB (the "Registration Statement"), for the registration of the Company's Common Stock. As part of the disclosure included in the Registration Statement, the Company has affirmatively stated that there will be no trading of the Company's securities until such time as the Company successfully implements its business plan as described in such Registration Statement, consummating a merger or acquisition. In order to insure that the aforesaid disclosure is adhered to, the undersigned agrees, for the benefit of the Company, that he/she will not offer to sell, assign, pledge, hypothecate, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock of the Company owned by him/her, or subsequently acquired through the exercise of any options, warrants or rights, or conversion of any other security or by reason of any stock split or other distribution of stock, or grant options, rights or warrants with respect to any such shares of Common Stock, until the Company successfully closes a merger or acquisition. Furthermore, the undersigned will permit all certificates evidencing his/her shares to be endorsed with the appropriate restrictive legends and will consent to the placement of appropriate stop transfer orders with the transfer agent of the Company. Furthermore, the undersigned agrees that all certificates evidencing his/her shares will be held by Jon D. Sawyer, P.C., legal counsel for the Company, who will hold the certificates until the Company has completed a merger or acquisition. Very truly yours, TRUST COMPANY OF AMERICA FBO PAUL H. DRAGUL IRA /s/ Paul Dragul ------------------------------------------- (Signature of Holder) Paul Dragul ------------------------------------------- Please Print Name(s) Number of Shares of Common Stock Owned: 500,000

Dates Referenced Herein

Referenced-On Page
This ‘10-12G’ Filing    Date First  Last      Other Filings
Filed on:9/5/96None on these Dates
9/4/9614
8/20/9656
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Filing Submission 0000948830-96-000171   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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