As filed with the Securities and Exchange Commission on November 12, 2004
Registration No. 333-107042
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT #1
TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ZION OIL & GAS, INC.
(Name of Small Business Issuer in its Charter)
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Delaware |
1382 |
20-0065053 |
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(State or Jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
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Incorporation or Organization) |
Classification Code Number) |
Identification No.) |
6510 Abrams Road, Suite 300, Dallas, Texas 75231
(214) 221-4610
(Address and Telephone Number of Principal Executive Offices)
9 Yair Stern St., Herzliya, 46412 Israel
+972 (9) 955-2619
(Address of principal place of business or intended principal place of business)
The Corporation Trust Company
1209 Orange Street, Wilmington, Delaware 19801, (302) 658-7581
(Name, Address and Telephone Number of Agent for Service)
COPIES TO:
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Alice A. Waters, Esq. |
Thomas D. Giachetti, Esq. |
NOTICE OF TERMINATION OF OFFERING
AND
REMOVAL OF SECURITIES FROM REGISTRATION
Pursuant to The "PLAN OF DISTRIBUTION"
of the registration statement as filed with the Securities and Exchange Commission on February 12, 2004 (Registration No. 333-107042), the registrant hereby provides notice that the minimum offering amount of $6,500,000 was not subscribed by August 30, 2004 (the "Offering Termination Date", as extended) and the offering was automatically terminated as of 12:00 midnight on the Offering Termination Date. No securities were sold and all escrow subscription funds were sent back to the subscribers by the escrow agent.Pursuant to an undertaking made in Item 28(3) of the said registration statement, the registrant hereby removes from registration 7,000,000 shares of common stock of the registrant.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this post-effective amendment #1 to Form SB-2 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on November 11, 2004.
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ZION OIL & GAS, INC. (Registrant) |
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By: /s/ JOHN M. BROWN John M. Brown |
By: /s/ E A SOLTERO Eugene A. Soltero, President |
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Signature |
Title |
Date |
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/s/ JOHN M. BROWN |
Chairman of the Board |
November 11, 2004 |
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John M. Brown |
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/s/ E A SOLTERO |
President, Chief Executive Officer and Director |
November 11, 2004 |
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Eugene A. Soltero |
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/s/ GLEN H. PERRY |
Executive Vice President and Director |
November 11, 2004 |
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Glen H. Perry |
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/s/ PHILIP MANDELKER |
General Counsel and Director |
November 11, 2004 |
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Philip Mandelker |
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Director |
November 11, 2004 |
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Ralph F. DeVore |
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Director |
November 11, 2004 |
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Eitan Lubitch |
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/s/ Z. SHELDON FINK |
Director |
November 11, 2004 |
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Z. Sheldon Fink |
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Director |
November 11, 2004 |
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Kent Siegel |
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/s/ PAUL OROIAN |
Director |
November 11, 2004 |
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Paul Oroian |
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/s/ ROBERT RENDER |
Director |
November 11, 2004 |
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Robert Render |
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/s/ RICHARD RINBERG |
Director |
November 11, 2004 |
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Richard Rinberg |