SLCH / Spotlight Capital Holdings, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Spotlight Capital Holdings, Inc Supplement No. 1 to the Offering Circular File No. 24-11366 as amended qualified March 15, 2021 Supplement Dated: December 15th, 2021

253G2 1 v024-11366253g2.htm 253G2 Filed pursuant to Rule 253(g)(2) File No. 024-11366 Spotlight Capital Holdings, Inc Supplement No. 1 to the Offering Circular File No. 24-11366 as amended qualified March 15, 2021 Supplement Dated: December 15th, 2021 This Supplement No. 1 to the Offering Circular originally qualified March 15, 2021 (this ?Supplement?) supplements the offering circular of Spotligh

www.spotlightcapitalholdings.com

March 15th, 2021 CORRESPONDENCE VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D.

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Exhibit 1.12 Exhibit 1-A - 12 Opn Cnsl CHADRICK S. HENDERSON Attorney at Law 2646 S Loop W #380 Houston, TX 77054 [email protected] Chadrick S. Henderson Tel 832-209-1441 Attorney at Law Fax 832-209-1380 December 14th, 2020 Re: SPOTLIGHT CAPITAL HOLDINGS, INC. (Trading under Symbol: SLCH) Regulation A Plus Offering Statement Amendment as of December 14th, 2020 To Whom it May Concern: My o

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PART II AND III 2 slch202102091e.htm Parts II and III UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 File No. 024-11366 FORM 1-A/A Amendment No. 3 Originally submitted November 13th, 2020 as amended February 9th, 2021 REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 SPOTLIGHT CAPITAL HOLDINGS INC (Exact name of issuer as specified in its charter) Colorado (

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Exhibit 1.16 Exhibit 1-A - 16 Additional Exhibit Law Offices, Andre’ L. Ligon P.C. Attorneys and Counselors at Law 2646 South Loop West, Ste. 380 Houston, Texas 77054 Andre’ L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Wednesday, January 29, 2020 Aaron C. Johnson Spotlight Capital Holdings, Inc 3723 San Gabriel River Pkwy, Suite A Pico Rivera, Ca. 90660 Re: Resignat

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Exhibit 1.2a Exhibit 1-A - 2a Charter - By-Laws This document has been filed electronically to the STATE OF COLORADO Secretary of State. Paper documents will not be accepted. ID Number: 19971037266 Document number: 20141556954 FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVSTAR AVIATION GROUP, INC. (changing its name hereby to "Spotlight Capital Holdings, INC") These Amended and Restate

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Exhibit 1.7 Exhibit 1-A - 7 Acq Agrmnt RESOLUTION TO REVERSE SHARES OF COMMON STOCK OUTSTANDING AND TO CHANGE THE NAME OF THE CORPORATION WHEREAS, the Board of Directors of the Corporation makes the following resolutions for the benefit of the Company and its shareholders: RESOLVED, that the Board of Directors of the Corporation hereby decrees that each fifty (50) shares of Common Stock issued and

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Exhibit 1.12 Exhibit 1-A - 12 Opn Cnsl CHADRICK S. HENDERSON Attorney at Law 2646 S Loop W #380 Houston, TX 77054 [email protected] Chadrick S. Henderson Tel 832-209-1441 Attorney at Law Fax 832-209-1380 December 14th, 2020 Re: SPOTLIGHT CAPITAL HOLDINGS, INC. (Trading under Symbol: SLCH) Regulation A Plus Offering Statement Amendment as of December 14th, 2020 To Whom it May Concern: My o

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Parts II and III UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 File No. 024-11366 FORM 1-A/A Amendment No. 2 Originally submitted November 13th, 2020 amended January 23rd, 2021 REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 SPOTLIGHT CAPITAL HOLDINGS INC (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorpora

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Exhibit 1.7 Exhibit 1-A - 7 Acq Agrmnt RESOLUTION TO REVERSE SHARES OF COMMON STOCK OUTSTANDING AND TO CHANGE THE NAME OF THE CORPORATION WHEREAS, the Board of Directors of the Corporation makes the following resolutions for the benefit of the Company and its shareholders: RESOLVED, that the Board of Directors of the Corporation hereby decrees that each fifty (50) shares of Common Stock issued and

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Exhibit 1.16 Exhibit 1-A - 16 Additional Exhibit Law Offices, Andre’ L. Ligon P.C. Attorneys and Counselors at Law 2646 South Loop West, Ste. 380 Houston, Texas 77054 Andre’ L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Wednesday, January 29, 2020 Aaron C. Johnson Spotlight Capital Holdings, Inc 3723 San Gabriel River Pkwy, Suite A Pico Rivera, Ca. 90660 Re: Resignat

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Exhibit 1.2a Exhibit 1-A - 2a Charter - By-Laws This document has been filed electronically to the STATE OF COLORADO Secretary of State. Paper documents will not be accepted. ID Number: 19971037266 Document number: 20141556954 FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVSTAR AVIATION GROUP, INC. (changing its name hereby to "Spotlight Capital Holdings, INC") These Amended and Restate

- RESIGNATION OF GENERAL COUSEL

Exhibit 1.16 Exhibit 1-A - 16 Additional Exhibit Law Offices, Andre’ L. Ligon P.C. Attorneys and Counselors at Law 2646 South Loop West, Ste. 380 Houston, Texas 77054 Andre’ L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Wednesday, January 29, 2020 Aaron C. Johnson Spotlight Capital Holdings, Inc 3723 San Gabriel River Pkwy, Suite A Pico Rivera, Ca. 90660 Re: Resignat

December 29

December 29th, 2020 Securities and Exchange Commission Division of Corporate Finance Office of Trade and Services Washington, D.

- PLAN OF REORGANIZATION

Exhibit 1.7 Exhibit 1-A - 7 Acq Agrmnt RESOLUTION TO REVERSE SHARES OF COMMON STOCK OUTSTANDING AND TO CHANGE THE NAME OF THE CORPORATION WHEREAS, the Board of Directors of the Corporation makes the following resolutions for the benefit of the Company and its shareholders: RESOLVED, that the Board of Directors of the Corporation hereby decrees that each fifty (50) shares of Common Stock issued and

- OPINION RE LEGALITY

Exhibit 1.12 Exhibit 1-A - 12 Opn Cnsl CHADRICK S. HENDERSON Attorney at Law 2646 S Loop W #380 Houston, TX 77054 [email protected] Chadrick S. Henderson Tel 832-209-1441 Attorney at Law Fax 832-209-1380 December 14th, 2020 Re: SPOTLIGHT CAPITAL HOLDINGS, INC. (Trading under Symbol: SLCH) Regulation A Plus Offering Statement Amendment as of December 14th, 2020 To Whom it May Concern: My o

- CHARTER AND BYLAWS

Exhibit 1.2a Exhibit 1-A - 2a Charter - By-Laws This document has been filed electronically to the STATE OF COLORADO Secretary of State. Paper documents will not be accepted. ID Number: 19971037266 Document number: 20141556954 FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVSTAR AVIATION GROUP, INC. (changing its name hereby to "Spotlight Capital Holdings, INC") These Amended and Restate

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Parts II and III UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 File No. 024-11366 FORM 1-A/A Amendment No. 1 Originally submitted November 13th, 2020 amended December 15th, 2020 REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 SPOTLIGHT CAPITAL HOLDINGS INC (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorpor

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EX1A-7 ACQ AGMT 4 Exhibit 1A - 7 RESOLUTION TO REVERSE SHARES OF COMMON STOCK OUTSTANDING AND TO CHANGE THE NAME OF THE CORPORATION WHEREAS, the Board of Directors of the Corporation makes the following resolutions for the benefit of the Company and its shareholders: RESOLVED, that the Board of Directors of the Corporation hereby decrees that each fifty (50) shares of Common Stock issued and outstanding immediately prior to the filing of such First Amended and Restated Articles of Incorporation as aforesaid shall be combined into one (1) share of validly issued, fully paid and non-assessable Common Stock.

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EX1A-14 Law Offices, Andre’ L. Ligon P.C. Attorneys and Counselors at Law 2646 South Loop West, Ste. 380 Houston, Texas 77054 Andre’ L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Wednesday, January 29, 2020 Aaron C. Johnson Spotlight Capital Holdings, Inc 3723 San Gabriel Pkwy, Suite A Peco Rivera, Ca. 90660 Re: Resignation of Securities Counsel Dear Mr. Johnson: Con

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EX1A-12 CHADRICK S. HENDERSON Attorney at Law 2646 S Loop W #380 Houston, TX 77054 [email protected] Chadrick S. Henderson Tel 832-209-1441 Attorney at Law Fax 832-209-1380 November 12th, 2020 Re: SPOTLIGHT CAPITAL HOLDINGS, INC. (Trading under Symbol: SLCH) Regulation A Plus Offering Statement as of November 11th, 2020 To Whom it May Concern: My office has been retained as special outsid

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Parts II and III UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A November 11th, 2020 REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 SPOTLIGHT CAPITAL HOLDINGS INC (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) Spotlight Capital Holdings Inc 3723 San Gabriel River Pkwy, Sui

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EX1A-2A CHARTER 3 Exhibit 1A - 2 This document has been filed electronically to the STATE OF COLORADO Secretary of State.

- FORM 1-A-W

November 6th, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation Washington, DC 20544 RE: Form 1-A , File No: 024-10606 To whom it may concern, Spotlight Capital Holdings, Inc hereby withdraws the Form 1-A POS Amendment No.

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Exhibit 1.7 RESOLUTION TO REVERSE SHARES OF COMMON STOCK OUTSTANDING AND TO CHANGE THE NAME OF THE CORPORATION WHEREAS, the Board of Directors of the Corporation makes the following resolutions for the benefit of the Company and its shareholders: RESOLVED, that the Board of Directors of the Corporation hereby decrees that each fifty (50) shares of Common Stock issued and outstanding immediately pr

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Exhibit 1.2A This document has been filed electronically to the STATE OF COLORADO Secretary of State. Paper documents will not be accepted. ID Number: 19971037266 Document number: 20141556954 FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVSTAR AVIATION GROUP, INC. (changing its name hereby to "Spotlight Capital Holdings, INC") These Amended and Restated Articles of Incorporation correct

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Exhibit 1.16 Law Offices, Andre’ L. Ligon P.C. Attorneys and Counselors at Law 2646 South Loop West, Ste. 380 Houston, Texas 77054 Andre’ L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Wednesday, January 29, 2020 Aaron C. Johnson Spotlight Capital Holdings, Inc 3723 San Gabriel Pkwy, Suite A Peco Rivera, Ca. 90660 Re: Resignation of Securities Counsel Dear Mr. Johnson

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Parts II and III UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A POS Post Qualification Amendment No. 3 Originally qualified on January 24th, 2017 as Amended October 15th, 2020 REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 SPOTLIGHT CAPITAL HOLDINGS INC (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of in

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Exhibit 1.12 CHADRICK S. HENDERSON Attorney at Law 2646 S Loop W #380 Houston, TX 77054 [email protected] Chadrick S. Henderson Tel 832-209-1441 Attorney at Law Fax 832-209-1380 October 22, 2020 Re: SPOTLIGHT CAPITAL HOLDINGS, INC. (Trading under Symbol: SLCH) Amended Regulation A Plus Offering Statement as of October 15, 2020 To Whom it May Concern: My office has been retained as special

SLCH / Spotlight Capital Holdings, Inc. CORRESP

Law Offices, Andre’ L. Ligon, P.C. Attorneys and Counselors at Law 1314 Texas Avenue, Suite 1500 Houston, Texas 77002 Andre’ L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Wednesday, February 14, 2018 Via Edgar Transmission and [email protected] Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Spotlight Capit

SLCH / Spotlight Capital Holdings, Inc. CORRESP

Law Offices, Andre’ L. Ligon, P.C. Attorneys and Counselors at Law 1314 Texas Avenue, Suite 1500 Houston, Texas 77002 Andre’ L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Wednesday, February 14, 2018 Via Edgar Transmission and [email protected] Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Spotlight Capit

SLCH / Spotlight Capital Holdings, Inc. -14 CNSNT SV

EX1A-14 CNSNT SV 6 ex104928.htm EXHIBIT 1A - 14 Resolution Appointing Andre' L. Ligon Agent of Service for the Company AVSTAR AVIATION GROUP, INC. RESOLUTION APPOINTING OFFICERS The undersigned, constituting all of the directors of AvStar Aviation Group, Inc. A Colorado Corporation, ("the Company") hereby consents to the taking of the following action without the holding of a meeting and hereby ad

SLCH / Spotlight Capital Holdings, Inc. -2A CHARTER

EX1A-2A CHARTER 3 ex104929.htm Exhibit 1A - 2 This document has been filed electronically to the STATE OF COLORADO Secretary of State. Paper documents will not be accepted. ID Number: 19971037266 Document number: 20141556954 FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVSTAR AVIATION GROUP, INC. (changing its name hereby to "Spotlight Capital Holdings, INC") These Amended and Restated

SLCH / Spotlight Capital Holdings, Inc. II AND III

PART II AND III 2 slch201802121ea.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A POS Post Qualification Amendment No. 2 Originally qualified on January 24th, 2017 as Amended February 9th, 2018 REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 SPOTLIGHT CAPITAL HOLDINGS INC (Exact name of issuer as specified in its charter) Colorado (State or oth

SLCH / Spotlight Capital Holdings, Inc. -7 ACQ AGMT

ex104926.htm Exhibit 1A - 7 RESOLUTION TO REVERSE SHARES OF COMMON STOCK OUTSTANDING AND TO CHANGE THE NAME OF THE CORPORATION WHEREAS, the Board of Directors of the Corporation makes the following resolutions for the benefit of the Company and its shareholders: RESOLVED, that the Board of Directors of the Corporation hereby decrees that each fifty (50) shares of Common Stock issued and outstandin

SLCH / Spotlight Capital Holdings, Inc. -12 OPN CNSL

ex104927.htm Exhibit 1A - 12 Law Offices, Andre? L. Ligon P.C. Attorneys and Counselors at Law 2646 South Loop West, Ste. 380 Houston, Texas 77054 Andre? L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Friday, February 9th, 2018 RE: Opinion Concerning Common Stock Offered by Spotlight Capital Holdings, Inc. (?SLCH?), pursuant to the Regulation A Plus Exemption created

SLCH / Spotlight Capital Holdings, Inc. CORRESP

Spotlight Capital Holdings, Inc. 601 South Figueroa Street, Suite 4050 - Los Angeles, CA 90017 Phone: 213.337.6784 February 12th , 2018 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 ATTN: Justin Dobbie, Legal Branch Chief (202) 551-3469 or Donald E. Field (202) 551-3680 Office of Transportation and Leisure Re: Spotlight Capita

SLCH / Spotlight Capital Holdings, Inc. -7 ACQ AGMT

ex103207.htm Exhibit 1A - 7 RESOLUTION TO REVERSE SHARES OF COMMON STOCK OUTSTANDING AND TO CHANGE THE NAME OF THE CORPORATION WHEREAS, the Board of Directors of the Corporation makes the following resolutions for the benefit of the Company and its shareholders: RESOLVED, that the Board of Directors of the Corporation hereby decrees that each fifty (50) shares of Common Stock issued and outstandin

SLCH / Spotlight Capital Holdings, Inc. -14 CNSNT SV

ex103209.htm EXHIBIT 1A - 14 Resolution Appointing Andre' L. Ligon Agent of Service for the Company AVSTAR AVIATION GROUP, INC. RESOLUTION APPOINTING OFFICERS The undersigned, constituting all of the directors of AvStar Aviation Group, Inc. A Colorado Corporation, ("the Company") hereby consents to the taking of the following action without the holding of a meeting and hereby adopts the following

SLCH / Spotlight Capital Holdings, Inc. II AND III

PART II AND III 2 slch201801171ea.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A POS Amendment No. 3 Originally qualified on January 24th, 2017 as Amended January 17th, 2018 REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 SPOTLIGHT CAPITAL HOLDINGS INC (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of

SLCH / Spotlight Capital Holdings, Inc. -12 OPN CNSL

ex103208.htm Exhibit 1A - 12 Law Offices, Andre? L. Ligon P.C. Attorneys and Counselors at Law 2646 South Loop West, Ste. 380 Houston, Texas 77054 Andre? L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Monday, November 20th, 2017 RE: Opinion Concerning Common Stock Offered by Spotlight Capital Holdings, Inc. (?SLCH?), pursuant to the Regulation A Plus Exemption created

SLCH / Spotlight Capital Holdings, Inc. -2A CHARTER

Exhibit 1A - 2 This document has been filed electronically to the STATE OF COLORADO Secretary of State.

SLCH / Spotlight Capital Holdings, Inc. FORM RW

slch20180104rw.htm Law Offices, Andre? L. Ligon, P.C. Attorneys and Counselors at Law 1314 Texas Avenue, Suite 1500 Houston, Texas 77002 Andre? L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Thursday, January 04, 2018 Via Edgar Transmission and [email protected] Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re

SLCH / Spotlight Capital Holdings, Inc. II AND III

slch201711251ea.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A Amendment No. 4 The Date of this Amendment is November 27th, 2017 REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 SPOTLIGHT CAPITAL HOLDINGS INC (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) Spotlight Capi

SLCH / Spotlight Capital Holdings, Inc. -12 OPN CNSL

Exhibit 1A-12 Law Offices, Andre? L. Ligon P.C. Attorneys and Counselors at Law 2646 South Loop West, Ste. 380 Houston, Texas 77054 Andre? L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Monday, November 20th, 2017 RE: Opinion Concerning Common Stock Offered by Spotlight Capital Holdings, Inc. (?SLCH?), pursuant to the Regulation A Plus Exemption created by the JOBS Ac

SLCH / Spotlight Capital Holdings, Inc. -7 ACQ AGMT

ex101074.htm Exhibit 1A - 7 RESOLUTION TO REVERSE SHARES OF COMMON STOCK OUTSTANDING AND TO CHANGE THE NAME OF THE CORPORATION WHEREAS, the Board of Directors of the Corporation makes the following resolutions for the benefit of the Company and its shareholders: RESOLVED, that the Board of Directors of the Corporation hereby decrees that each fifty (50) shares of Common Stock issued and outstandin

SLCH / Spotlight Capital Holdings, Inc. -14 CNSNT SV

ex101076.htm EXHIBIT 1A - 14 Resolution Appointing Andre' L. Ligon Agent of Service for the Company AVSTAR AVIATION GROUP, INC. RESOLUTION APPOINTING OFFICERS The undersigned, constituting all of the directors of AvStar Aviation Group, Inc. A Colorado Corporation, ("the Company") hereby consents to the taking of the following action without the holding of a meeting and hereby adopts the following

SLCH / Spotlight Capital Holdings, Inc. -2A CHARTER

ex101073.htm Exhibit 1A-2 This document has been filed electronically to the STATE OF COLORADO Secretary of State. Paper documents will not be accepted. ID Number: 19971037266 Document number: 20141556954 FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVSTAR AVIATION GROUP, INC. (changing its name hereby to "Spotlight Capital Holdings, INC") These Amended and Restated Articles of Incorpor

Spotlight Capital Holdings ESP

slch20170123corresp.htm Spotlight Capital Holdings, Inc. 601 South Figueroa Street, Suite 4050 - Los Angeles, CA 90017 Phone: 213.337.6784 January 23rd, 2017 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 ATTN: Justin Dobbie, Legal Branch Chief (202) 551-3469 or Donald E. Field (202) 551-3680 Office of Transportation and Leisur

Spotlight Capital Holdings II AND III

slch201612221ea.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A Amendment No. 3 REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 SPOTLIGHT CAPITAL HOLDINGS INC (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) Spotlight Capital Holdings Inc 601 South Figueroa St., Suite 405

Spotlight Capital Holdings -12 OPN CNSL

ex1-a12.htm Exhibit 1A-12 Law Offices, Andre? L. Ligon P.C. Attorneys and Counselors at Law 2646 South Loop West, Ste. 380 Houston, Texas 77054 Andre? L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Tuesday, December 06, 2016 RE: Opinion Concerning Common Stock Offered by Spotlight Capital Holdings, Inc. (?SLCH?), pursuant to the Regulation A Plus Exemption created by

Spotlight Capital Holdings -14 CNSNT SV

EX1A-14 CNSNT SV 6 ex1-a14.htm Exhibit 1A-14 Resolution Appointing Andre' L. Ligon Agent of Service for the Company AVSTAR AVIATION GROUP, INC. RESOLUTION APPOINTING OFFICERS The undersigned, constituting all of the directors of AvStar Aviation Group, Inc. A Colorado Corporation, ("the Company") hereby consents to the taking of the following action without the holding of a meeting and hereby adopt

Spotlight Capital Holdings -7 ACQ AGMT

ex1-a7.htm Exhibit 1A-7 RESOLUTION TO REVERSE SHARES OF COMMON STOCK OUTSTANDING AND TO CHANGE THE NAME OF THE CORPORATION WHEREAS, the Board of Directors of the Corporation makes the following resolutions for the benefit of the Company and its shareholders: RESOLVED, that the Board of Directors of the Corporation hereby decrees that each fifty (50) shares of Common Stock issued and outstanding im

Spotlight Capital Holdings -2A CHARTER

ex1-a2.htm Exhibit 1A-2 This document has been filed electronically to the STATE OF COLORADO Secretary of State. Paper documents will not be accepted. ID Number: 19971037266 Document number: 20141556954 FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVSTAR AVIATION GROUP, INC. (changing its name hereby to "Spotlight Capital Holdings, INC") These Amended and Restated Articles of Incorporat

Spotlight Capital Holdings -12 OPN CNSL

ex1-A12.htm Exhibit 1A-12 Law Offices, Andre? L. Ligon P.C. Attorneys and Counselors at Law 2646 South Loop West, Ste. 380 Houston, Texas 77054 Andre? L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Thursday, October 20, 2016 RE: Opinion Concerning Common Stock Offered by Spotlight Capital Holdings, Inc. (?SLCH?), pursuant to the Regulation A Plus Exemption created by

Spotlight Capital Holdings -7 ACQ AGMT

ex1-a7.htm Exhibit 1.A-7 RESOLUTION TO REVERSE SHARES OF COMMON STOCK OUTSTANDING AND TO CHANGE THE NAME OF THE CORPORATION WHEREAS, the Board of Directors of the Corporation makes the following resolutions for the benefit of the Company and its shareholders: RESOLVED, that the Board of Directors of the Corporation hereby decrees that each fifty (50) shares of Common Stock issued and outstanding i

Spotlight Capital Holdings -14 CNSNT SV

ex1-A14.htm Exhibit 1.A14 May 5th, 2014 RESOLUTION APPOINTING OFFICERS The undersigned, constituting all of the directors of AvStar Aviation Group, Inc a Colorado Corporation (hereafter referred to as "the Company") hereby consents to the taking of the following action without holding a meeting and hereby adopts the following resolution(s): BE IT RESOLVED that the Board of Directors of ?the Compan

Spotlight Capital Holdings II AND III

PART II AND III 2 slch201612101ea.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A Amendment No. 3 Date of this Offering Circular: December 12th, 2016 REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 SPOTLIGHT CAPITAL HOLDINGS INC (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organiza

Spotlight Capital Holdings -2A CHARTER

Exhibit 1.A2 This document has been filed electronically to the STATE OF COLORADO Secretary of State. Paper documents will not be accepted. ID Number: 19971037266 Document number: 20141556954 FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVSTAR AVIATION GROUP, INC. (changing its name hereby to "Spotlight Capital Holdings, INC") These Amended and Restated Articles of Incorporation correct

Spotlight Capital Holdings -12 OPN CNSL

ex1-A12.htm Exhibit 1A-12 Law Offices, Andre? L. Ligon P.C. Attorneys and Counselors at Law 2646 South Loop West, Ste. 380 Houston, Texas 77054 Andre? L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Thursday, October 20, 2016 RE: Opinion Concerning Common Stock Offered by Spotlight Capital Holdings, Inc. (?SLCH?), pursuant to the Regulation A Plus Exemption created by

Spotlight Capital Holdings -2A CHARTER

ex1-A2.htm Exhibit 1.A2 This document has been filed electronically to the STATE OF COLORADO Secretary of State. Paper documents will not be accepted. ID Number: 19971037266 Document number: 20141556954 FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVSTAR AVIATION GROUP, INC. (changing its name hereby to "Spotlight Capital Holdings, INC") These Amended and Restated Articles of Incorporat

Spotlight Capital Holdings -7 ACQ AGMT

ex1-a7.htm Exhibit 1.A-7 RESOLUTION TO REVERSE SHARES OF COMMON STOCK OUTSTANDING AND TO CHANGE THE NAME OF THE CORPORATION WHEREAS, the Board of Directors of the Corporation makes the following resolutions for the benefit of the Company and its shareholders: RESOLVED, that the Board of Directors of the Corporation hereby decrees that each fifty (50) shares of Common Stock issued and outstanding i

Spotlight Capital Holdings II AND III

slch201608121ea.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A Amendment No. 3 Date of this Offering Circular: December 12th, 2016 REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 SPOTLIGHT CAPITAL HOLDINGS INC (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) Spotlight Ca

Spotlight Capital Holdings -14 CNSNT SV

Exhibit 1.A14 May 5th, 2014 RESOLUTION APPOINTING OFFICERS The undersigned, constituting all of the directors of AvStar Aviation Group, Inc a Colorado Corporation (hereafter referred to as "the Company") hereby consents to the taking of the following action without holding a meeting and hereby adopts the following resolution(s): BE IT RESOLVED that the Board of Directors of ?the Company? hereby el

Spotlight Capital Holdings -7 ACQ AGMT

ex1-A7.htm Exhibit 1A - 7 RESOLUTION TO REVERSE SHARES OF COMMON STOCK OUTSTANDING AND TO CHANGE THE NAME OF THE CORPORATION WHEREAS, the Board of Directors of the Corporation makes the following resolutions for the benefit of the Company and its shareholders: RESOLVED, that the Board of Directors of the Corporation hereby decrees that each fifty (50) shares of Common Stock issued and outstanding

Spotlight Capital Holdings -3 HLDRS RTS

ex1-a3.htm Exhibit 1A-3 BYLAWS OF SPOTLIGHT CAPITAL HOLDINGS, INC. ARTICLE I ? OFFICES 1. REGISTERED OFFICE AND AGENT The registered office and registered agent of the Corporation shall be as set forth in the Corporation's Certificate of Formation. The registered office or the registered agent may be changed by resolution of the Board of Directors, upon making the appropriate filing with the Secre

Spotlight Capital Holdings -2A CHARTER

EX1A-2A CHARTER 3 ex1-a2.htm Exhibit 1.A2 This document has been filed electronically to the STATE OF COLORADO Secretary of State. Paper documents will not be accepted. ID Number: 19971037266 Document number: 20141556954 FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVSTAR AVIATION GROUP, INC. (changing its name hereby to "Spotlight Capital Holdings, INC") These Amended and Restated Arti

Spotlight Capital Holdings 1-E/A

PART II AND III 2 slch201611141ea.htm 1-E/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A Amended Version REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 Spotlight Capital Holdings, Inc (Exact name of issuer as specified in its charter) Spotlight Capital Holdings, Inc. 601 South Figueroa St., Suite 4050, Los Angeles, CA 90017 Phone: (213) 337-678

Spotlight Capital Holdings -14 CNSNT SV

ex1-A14.htm Exhibit 1.A14 May 5th, 2014 RESOLUTION APPOINTING OFFICERS The undersigned, constituting all of the directors of AvStar Aviation Group, Inc a Colorado Corporation (hereafter referred to as "the Company") hereby consents to the taking of the following action without holding a meeting and hereby adopts the following resolution(s): BE IT RESOLVED that the Board of Directors of ?the Compan

Spotlight Capital Holdings -12 OPN CNSL

ex1-A12.htm Exhibit 1A-12 Law Offices, Andre? L. Ligon P.C. Attorneys and Counselors at Law 2646 South Loop West, Ste. 380 Houston, Texas 77054 Andre? L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Thursday, October 20, 2016 RE: Opinion Concerning Common Stock Offered by Spotlight Capital Holdings, Inc. (?SLCH?), pursuant to the Regulation A Plus Exemption created by

Spotlight Capital Holdings -12 OPN CNSL

ex1-A12.htm Exhibit 1A-12 Law Offices, Andre? L. Ligon P.C. Attorneys and Counselors at Law 2646 South Loop West, Ste. 380 Houston, Texas 77054 Andre? L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Thursday, October 20, 2016 RE: Opinion Concerning Common Stock Offered by Spotlight Capital Holdings, Inc. (?SLCH?), pursuant to the Regulation A Plus Exemption created by

Spotlight Capital Holdings 1-E/A

slch201608121ea.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A Amended Version REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 Spotlight Capital Holdings, Inc (Exact name of issuer as specified in its charter) Spotlight Capital Holdings, Inc. 601 South Figueroa St., Suite 4050, Los Angeles, CA 90017 Phone: (213) 337-6784 Date of this Offering

Spotlight Capital Holdings -2A CHARTER

ex1-A2.htm Exhibit 1.A2 This document has been filed electronically to the STATE OF COLORADO Secretary of State. Paper documents will not be accepted. ID Number: 19971037266 Document number: 20141556954 FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVSTAR AVIATION GROUP, INC. (changing its name hereby to "Spotlight Capital Holdings, INC") These Amended and Restated Articles of Incorporat

Spotlight Capital Holdings -7 ACQ AGMT

EX1A-7 ACQ AGMT 5 ex1-A7.htm Exhibit 1A - 7 RESOLUTION TO REVERSE SHARES OF COMMON STOCK OUTSTANDING AND TO CHANGE THE NAME OF THE CORPORATION WHEREAS, the Board of Directors of the Corporation makes the following resolutions for the benefit of the Company and its shareholders: RESOLVED, that the Board of Directors of the Corporation hereby decrees that each fifty (50) shares of Common Stock issue

Spotlight Capital Holdings -3 HLDRS RTS

ex1-a3.htm Exhibit 1A-3 BYLAWS OF SPOTLIGHT CAPITAL HOLDINGS, INC. ARTICLE I ? OFFICES 1. REGISTERED OFFICE AND AGENT The registered office and registered agent of the Corporation shall be as set forth in the Corporation's Certificate of Formation. The registered office or the registered agent may be changed by resolution of the Board of Directors, upon making the appropriate filing with the Secre

Spotlight Capital Holdings -14 CNSNT SV

ex1-A14.htm Exhibit 1.A14 May 5th, 2014 RESOLUTION APPOINTING OFFICERS The undersigned, constituting all of the directors of AvStar Aviation Group, Inc a Colorado Corporation (hereafter referred to as "the Company") hereby consents to the taking of the following action without holding a meeting and hereby adopts the following resolution(s): BE IT RESOLVED that the Board of Directors of ?the Compan

Spotlight Capital Holdings -2A CHARTER

Exhibit 1.A2 This document has been filed electronically to the STATE OF COLORADO Secretary of State. Paper documents will not be accepted. ID Number: 19971037266 Document number: 20141556954 FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVSTAR AVIATION GROUP, INC. (changing its name hereby to "Spotlight Capital Holdings, INC") These Amended and Restated Articles of Incorporation correct

Spotlight Capital Holdings -7 ACQ AGMT

ex1-A7.htm Exhibit 1A - 7 RESOLUTION TO REVERSE SHARES OF COMMON STOCK OUTSTANDING AND TO CHANGE THE NAME OF THE CORPORATION WHEREAS, the Board of Directors of the Corporation makes the following resolutions for the benefit of the Company and its shareholders: RESOLVED, that the Board of Directors of the Corporation hereby decrees that each fifty (50) shares of Common Stock issued and outstanding

Spotlight Capital Holdings -14 CNSNT SV

ex1-A14.htm Exhibit 1.A14 May 5th, 2014 RESOLUTION APPOINTING OFFICERS The undersigned, constituting all of the directors of AvStar Aviation Group, Inc a Colorado Corporation (hereafter referred to as "the Company") hereby consents to the taking of the following action without holding a meeting and hereby adopts the following resolution(s): BE IT RESOLVED that the Board of Directors of ?the Compan

Spotlight Capital Holdings II AND III

slch201608121ea.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A Initial Version REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 Spotlight Capital Holdings, Inc (Exact name of issuer as specified in its charter) Spotlight Capital Holdings, Inc. 601 South Figueroa St., Suite 4050, Los Angeles, CA 90017 Phone: (213) 337-6784 Date of this Offering

Spotlight Capital Holdings -12 OPN CNSL

EX1A-12 OPN CNSL 5 ex1-A12.htm Exhibit 1.A12 Law Offices, Andre’ L. Ligon P.C. Attorneys and Counselors at Law 2646 South Loop West, Ste. 380 Houston, Texas 77054 Andre’ L. Ligon Telephone: (713) 662.2500 Attorney at Law Facsimile: (713) 222.0252 Tuesday, August 23, 2016 RE: Opinion Concerning Common Stock Offered by Spotlight Capital Holdings, Inc. (“SLCH”), pursuant to the Regulation A Plus Exem

Spotlight Capital Holdings -12 OPN CNSL

ex1a-12.htm EXHIBIT NO. 1A - 12 Opinion Letter concerning the securities being offered WALTER J. PINK & ASSOCIATES, P. C. 2646 SOUTH LOOP WEST, SUITE 195 HOUSTON, TEXAS 77054 OFFICE (713) 664-6651 I FACSMILE (713) 664-3242 Email: [email protected] To Whom it May Concern: My office has been retained as special outside counsel to Spotlight Capital Holdings, Inc., a corporation organized under the

Spotlight Capital Holdings -14 CNSNT SV

EX1A-14 CNSNT SV 6 filename6.htm EXHIBIT 1A - 14 Resolution Appointing Andre' L. Ligon Agent of Service for the Company AVSTAR AVIATION GROUP, INC. RESOLUTION APPOINTING OFFICERS The undersigned, constituting all of the directors of AvStar Aviation Group, Inc. A Colorado Corporation, ("the Company") hereby consents to the taking of the following action without the holding of a meeting and hereby a

Spotlight Capital Holdings II AND III

Form A-1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A Initial Version REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933 Spotlight Capital Holdings, Inc (Exact name of issuer as specified in its charter) Spotlight Capital Holdings, Inc. 601 South Figueroa St., Suite 4050, Los Angeles, CA 90017 Phone: (213) 337-6784 (Full Mailing Address of issu

Spotlight Capital Holdings -2A CHARTER

ex1a-2.htm EXHBIT NO. 1A - 2 This document has been filed electronically to the STATE OF COLORADO Secretary of State. Paper documents will not be accepted. ID Number: 19971037266 Document number: 20141556954 FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVSTAR AVIATION GROUP, INC. (changing its name hereby to "Spotlight Capital Holdings, INC") These Amended and Restated Articles of Incor

Spotlight Capital Holdings -7 ACQ AGMT

ex1a-7.htm Exhibit 1A - 7 RESOLUTION TO REVERSE SHARES OF COMMON STOCK OUTSTANDING AND TO CHANGE THE NAME OF THE CORPORATION WHEREAS, the Board of Directors of the Corporation makes the following resolutions for the benefit of the Company and its shareholders: RESOLVED, that the Board of Directors of the Corporation hereby decrees that each fifty (50) shares of Common Stock issued and outstanding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.) AVSTAR AVIATION GROUP, INC. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.) AVSTAR AVIATION GROUP, INC. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 05452X 109 (CUSIP Number) March 23, 2010 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest even reported): December 23, 200

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest even reported): December 23, 2008 PANGEA PETROLEUM CORPORATION (Exact Name of Registrant As Specified in Its Charter) COLORADO 0-30503 76-0635938 (State Or Other Jurisdiction (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest even reported): December 23, 2008 PANGEA PETROLEUM CORPORATION (Exact Name of Registrant As Specified in Its Charter) COLORADO 0-30503 76-0635938 (State Or Other Jurisdiction (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 [ ] TRANSITION REPORT UNDER SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File #0-30503 PANGEA PETROLEUM CORPORATION (Exact name of small busi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 [ ] TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File #0-30503 PANGEA PETROLEUM CORPORATION (Exact name of small business

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 [ ] TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File #0-30503 PANGEA PETROLEUM CORPORATION (Exact name of small business

SECURITIES AND EXCHANGE COMMISSION WASHINGTION, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTION, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No.

PANGEA PETROLEUM CORPORATION 2008 EQUITY COMPENSATION PLAN

EXHIBIT 10.1 PANGEA PETROLEUM CORPORATION 2008 EQUITY COMPENSATION PLAN Pangea Petroleum Corporation, a Colorado corporation, (the "Corporation"), hereby adopts this Equity Compensation Plan (the "Plan"), under which Common Stock in Lieu of Cash Compensation Awards (?Awards?) of the Corporation may be granted from time to time to employees, directors and consultants of the Corporation or its subsi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 PANGEA PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANGEA PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 76-0635938 (I.R.S. Employer Identification No.) 9801 Westheimer, Suite 302, Houston, Texas 77042 (Address of principal ex

UNITED STATES SECURITES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended December 31, 2007 Commission File #0-30503 PANGEA PETROLEUM CO

UNITED STATES SECURITES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended December 31, 2007 Commission File #0-30503 PANGEA PETROLEUM CORPORATION (Name the small business issuer in its charter) COLORADO (State or other jurisdiction of incorporation or organization) 76-0635938 (IRS Empl

SECURITIES AND EXCHANGE COMMISSION WASHINGTION, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTION, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest even reported): March 10, 2008 PANGEA PETROLEUM CORPORATION (Exact Name of Registrant As Specified in Its Charter) COLORADO 0-30503 76-0635938 (State Or Other Jurisdiction (Commission File Number) (IR

9801 Westheimer, Suite 302 ♦ Houston, Texas 77042 Tel: 713-706-6350 ♦ Fax: 713-706-6351

March 6, 2008 Securities and Exchange Commission Division of Corporate Finance Mr.

9801 Westheimer, Suite 302 s Houston, Texas 77042 s Tel: 713-706-6350 s Fax: 713-706-6351 www.pangeapetroleum.com

October 15, 2007 Securities and Exchange Commission Division of Corporate Finance Mr.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THESECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 [ ] TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THESECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File #0-30503 PANGEA PETROLEUM CORPORATION (Exact name of small bus

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest even reported): September 6, 2007 PANGEA PETROLEUM CORPORATION (Exact Name of Registrant As Specified in Its Charter) COLORADO 0-30503 76-0635938 (State Or Other Jurisdiction (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 o TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File #0-30503 PANGEA PETROLEUM CORPORATION (Exact name of small business is

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest even reported): May 16, 2007 PANGEA PETROLEUM CORPORATION (Exact Name of Registrant As Specified in Its Charter) COLORADO 0-30503 76-0635938 (State Or Other Jurisdiction (Commission File Number) (IRS

May 7, 2007

Exhibit 99.1 Letter of Intent May 7, 2007 Mr. Rocky Emery Rock Energy Partners Operating, LP 10375 Richmond Ave Houston, Texas 77042 Dear Mr. Emery: This will confirm our understanding concerning the proposed acquisition of Rock Energy Partners Operating, LP (?Rock Energy?) by Pangea Petroleum Corporation. (?PAPO?) (The ?Transaction?). This letter does not contain all matters upon which agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A xQUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 o TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A xQUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File #0-30503 PANGEA PETROLEUM CORPORATION (Exact name of small business

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB xQUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 o TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB xQUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File #0-30503 PANGEA PETROLEUM CORPORATION (Exact name of small business is

Changes in Registrant's Certifying Accountant

8-K 1 v0478558k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest even reported): July 10, 2006 PANGEA PETROLEUM CORPORATION (Exact Name of Registrant As Specified in Its Charter) COLORADO 0-30503 76-0635938 (State Or Other Jurisdiction (Commissi

EX-16.1

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

NT 10-Q 1 doc1.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No. | | Form 10-K | | Form 20-F | | Form 11-K |X| Form 10-Q | | Form NSAR For the period ended: March 31, 2003 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition Rep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 [ ] Check box if no longer subject to Section 16.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 [ ] Check box if no longer subject to Section 16.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 [ ] Check box if no longer subject to Section 16.

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

NT 10-K 1 doc1.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No. |X| Form 10-K | | Form 20-F | | Form 11-K | | Form 10-Q | | Form NSAR For the period ended: December 31, 2002 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 [ ] Check box if no longer subject to Section 16.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 [ ] Check box if no longer subject to Section 16.

6. Relationship of Reporting Person(s) to Issuer

Form 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL STATEMENT OF CHANGES BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0362 Expires: January 31, 2005 [ ] Check box if no longer subject to Section 16.

6. Relationship of Reporting Person(s) to Issuer

Form 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL STATEMENT OF CHANGES BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0362 Expires: January 31, 2005 [ ] Check box if no longer subject to Section 16.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 [ ] Check box if no longer subject to Section 16.

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTION, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No.

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTION, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No.

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTION, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No.

6. Relationship of Reporting Person(s) to Issuer

Form 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL STATEMENT OF CHANGES BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0362 Expires: December 31, 2001 [ ] Check box if no longer subject to Section 16.

6. Relationship of Reporting Person(s) to Issuer

Form 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL STATEMENT OF CHANGES BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0362 Expires: December 31, 2001 [X] Check box if no longer subject to Section 16.