Okla. Stat. tit. 71, § 71-1-304

A. A security may be registered by qualification under this

section.

B. A registration statement under this section must contain the

information or records specified in Section 1-305 of this title, a

consent to service of process complying with Section 1-611 of this

title, and the following information or records:

1. With respect to the issuer and any significant subsidiary,

its name, address, and form of organization; the state or foreign

jurisdiction and date of its organization; the general character and

location of its business; a description of its physical properties

and equipment; and a statement of the general competitive conditions

in the industry or business in which it is or will be engaged;

2. With respect to each director and officer of the issuer, and

other person having a similar status or performing similar

functions, the person's name, address, and principal occupation for

the previous five (5) years; the amount of securities of the issuer

held by the person as of the 30th day before the filing of the

registration statement; the amount of the securities covered by the

registration statement to which the person has indicated an

intention to subscribe; and a description of any material interest

of the person in any material transaction with the issuer or a

significant subsidiary effected within the previous three (3) years

or proposed to be effected;

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3. With respect to persons covered by paragraph 2 of this

subsection, the aggregate sum of the remuneration paid to those

persons during the previous twelve (12) months and estimated to be

paid during the next twelve (12) months, directly or indirectly, by

the issuer, and all predecessors, parents, subsidiaries, and

affiliates of the issuer;

4. With respect to a person owning of record or owning

beneficially, if known, ten percent (10%) or more of the outstanding

shares of any class of equity security of the issuer, the

information or records specified in paragraph 2 of this subsection

other than the person's occupation;

5. With respect to a promoter, if the issuer was organized

within the previous three (3) years, the information or records

specified in paragraph 2 of this subsection, any amount paid to the

promoter within that period or intended to be paid to the promoter,

and the consideration for the payment;

6. With respect to a person on whose behalf any part of the

offering is to be made in a nonissuer distribution, the person's

name and address; the amount of securities of the issuer held by the

person as of the date of the filing of the registration statement; a

description of any material interest of the person in any material

transaction with the issuer or any significant subsidiary effected

within the previous three (3) years or proposed to be effected; and

a statement of the reasons for making the offering;

7. The capitalization and long term debt, on both a current and

pro forma basis, of the issuer and any significant subsidiary,

including a description of each security outstanding or being

registered or otherwise offered, and a statement of the amount and

kind of consideration, whether in the form of cash, physical assets,

services, patents, goodwill, or anything else of value, for which

the issuer or any subsidiary has issued its securities within the

previous two (2) years or is obligated to issue its securities;

8. The kind and amount of securities to be offered; the

proposed offering price or the method by which it is to be computed;

any variation at which a proportion of the offering is to be made to

a person or class of persons other than the underwriters, with a

specification of the person or class; the basis on which the

offering is to be made if otherwise than for cash; the estimated

aggregate underwriting and selling discounts or commissions and

finders' fees, including separately cash, securities, contracts, or
d;

any variation at which a proportion of the offering is to be made to

a person or class of persons other than the underwriters, with a

specification of the person or class; the basis on which the

offering is to be made if otherwise than for cash; the estimated

aggregate underwriting and selling discounts or commissions and

finders' fees, including separately cash, securities, contracts, or

anything else of value to accrue to the underwriters or finders in

connection with the offering or, if the selling discounts or

commissions are variable, the basis of determining them and their

maximum and minimum amounts; the estimated amounts of other selling

expenses, including legal, engineering, and accounting charges; the

name and address of each underwriter and each recipient of a

finder's fee; a copy of any underwriting or selling group agreement

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under which the distribution is to be made or the proposed form of

any such agreement whose terms have not yet been determined; and a

description of the plan of distribution of any securities that are

to be offered otherwise than through an underwriter;

9. The estimated monetary proceeds to be received by the issuer

from the offering; the purposes for which the proceeds are to be

used by the issuer; the estimated amount to be used for each

purpose; the order or priority in which the proceeds will be used

for the purposes stated; the amounts of any funds to be raised from

other sources to achieve the purposes stated; the sources of the

funds; and, if a part of the proceeds is to be used to acquire

property, including goodwill, otherwise than in the ordinary course

of business, the names and addresses of the vendors, the purchase

price, the names of any persons that have received commissions in

connection with the acquisition, and the amounts of the commissions

and other expenses in connection with the acquisition, including the

cost of borrowing money to finance the acquisition;

10. A description of any stock options or other security

options outstanding, or to be created in connection with the

offering, and the amount of those options held or to be held by each

person required to be named in paragraph 2, 4, 5, 6 or 8 of this

subsection and by any person that holds or will hold ten percent

(10%) or more in the aggregate of those options;

11. The dates of, parties to, and general effect concisely

stated of each managerial or other material contract made or to be

made otherwise than in the ordinary course of business to be

performed in whole or in part at or after the filing of the

registration statement or that was made within the previous two (2)

years, and a copy of the contract;

12. A description of any pending litigation, action, or

proceeding to which the issuer is a party and that materially

affects its business or assets, and any litigation, action, or

proceeding known to be contemplated by governmental authorities;

13. A copy of any prospectus, pamphlet, circular, form letter,

advertisement, or other sales literature intended as of the

effective date to be used in connection with the offering and any

solicitation of interest used in compliance with subparagraph b of

paragraph 18 of Section 1-202 of this title;

14. A specimen or copy of the security being registered, unless

the security is uncertificated; a copy of the issuer's articles of

incorporation and bylaws or their substantial equivalents, in

effect; and a copy of any indenture or other instrument covering the

security to be registered;

15. A signed or conformed copy of an opinion of counsel

concerning the legality of the security being registered, with an

English translation if it is in a language other than English, which

states whether the security when sold will be validly issued, fully

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paid, and nonassessable and, if a debt security, a binding
security to be registered;

15. A signed or conformed copy of an opinion of counsel

concerning the legality of the security being registered, with an

English translation if it is in a language other than English, which

states whether the security when sold will be validly issued, fully

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paid, and nonassessable and, if a debt security, a binding

obligation of the issuer;

16. A signed or conformed copy of a consent of any accountant,

engineer, appraiser, or other person whose profession gives

authority for a statement made by the person, if the person is named

as having prepared or certified a report or valuation, other than an

official record, that is public, which is used in connection with

the registration statement;

17. A balance sheet of the issuer as of a date within four (4)

months before the filing of the registration statement; a statement

of income and changes in financial position for each of the three

(3) fiscal years preceding the date of the balance sheet and for any

period between the close of the immediately previous fiscal year and

the date of the balance sheet, or for the period of the issuer's and

any predecessor's existence if less than three (3) years; and, if

any part of the proceeds of the offering is to be applied to the

purchase of a business, the financial statements that would be

required if that business were the registrant; and

18. Any additional information or records required by rule

adopted or order issued under this act.

C. A registration statement under this section becomes

effective thirty (30) days, or any shorter period provided by rule

adopted or order issued under this act, after the date the

registration statement or the last amendment other than a price

amendment is filed, if:

1. A stop order is not in effect and a proceeding is not

pending under Section 1-306 of this title;

2. The Administrator has not issued an order under Section 1-

306 of this title postponing effectiveness; and

3. The applicant or registrant has not requested that

effectiveness be delayed.

D. The Administrator may delay effectiveness once for not more

than ninety (90) days if the Administrator determines the

registration statement is not complete in all material respects and

promptly notifies the applicant or registrant of that determination.

The Administrator may also delay effectiveness for a further period

of not more than thirty (30) days if the Administrator determines

that the delay is necessary or appropriate.

E. A rule adopted or order issued under this act may require as

a condition of registration under this section that a prospectus

containing a specified part of the information or record specified

in subsection B of this section be sent or given to each person to

which an offer is made, before or concurrently, with the earliest

of:

1. The first offer made in a record to the person otherwise

than by means of a public advertisement, by or for the account of

the issuer or another person on whose behalf the offering is being

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made or by an underwriter or broker-dealer that is offering part of

an unsold allotment or subscription taken by the person as a

participant in the distribution;

2. The confirmation of a sale made by or for the account of the

person;

3. Payment pursuant to such a sale; or

4. Delivery of the security pursuant to such a sale.