STATE OF NORTH DAKOTA

COMPLAINT

BURLEIGH COUNTY

PURSUANT TO NDCC § 16.1-09-06

) ) ) ) ) ) ) )

AFFIDAVIT OF JOE ARONSON

State of North Dakota )

) ss

County of Burleigh )

I, Joe Aronson, being first duly sworn and upon oath, declare and state as follows:

1. That I am a citizen of North Dakota and a resident of Burleigh County.

2. That I submit this complaint pursuant to NDCC § 16.1-09-06.

3. That the Statement of Interests form filed with the North Dakota Secretary of State's Office, filed by Richard Berg, attached as Exhibit L contains at least one serious omission.

4. That according to the website for Northern Plains Capital Corporation (NPCC), a North Dakota business, Berg is on the Board of Directors for NPCC. See Exhibit 2.

5. That Richard Berg's "Statement of Interests" form does not include any information about Berg's interest in NPCC.

6. That, according to a prospectus for NPCC, it appears that Berg owns 46,000 shares in NPCC. See Exhibit 3.

7. Chapter 16.1-09 of the North Dakota Century Code appears to require all candidates to disclose their interests in businesses such as this, and it appears Berg has failed to comply with the requirements of that law. I ask that your office investigate this matter as is required by Section 16.1-09-06 of the North Dakota Century Code.

8. To the extent you are allowed to do so by law, I ask that your office keep me apprised of the progress and outcome of any investigation.

1

Further affiant sayeth not.

Dated this 2cD~

day of April, 2010.

, \

?-r--' 1\ _

Subscribed and sworn to before me this Z6~ day of April, 2010.

~ HOLLY KNOEPFlE ~

Notary Public ~

State of North Dakota t

~ My Commission Expires Dec. 25, 201 ..

-- --

Notary Public

Burleigh County, North Dakota

My Commission Expires: 12 - 25- 2Q/'f

2

RECEIVED

Secretary of State State of North Dakota

600 E Boulevard Ave Dept 108 Bismarck NO 58505-0500

Telephone 701-328-4146

Toll Free 800-352-0867

Fax 701-328-3413

Web Site: www.nd.gov/sos/electvote

STATEMENT OF INTERESTS SECRETARY OF STATE

SFN 10172 (11-09)

APR 08 2010

Sec. of State

SEE BACK PAGE FOR INSTRUCTIONS

References to the Statement of Interests are found in North Dakota Century Code, Chapter 16.1-09.

FILING REQUIREMENTS FOR STATEMENT OF INTERESTS

Every candidate for elective office shall file a Statement of Interests with the appropriate filing officer with whom the candidate filed his/her Certificate of Endorsement SFN 17196 or Petition/Certificate of Nomination SFN 2704.

a. Candidates for President and Vice President of the United States shall file with the Secretary of State either a Statement of Interests as required by Chapter 16.1-09 of the North Dakota Century Code or a copy of the personal disclosure statement required by the Federal Election Commission.

b. Candidates for statewide office shall file with the Secretary of State.

c. Candidates for legislative office shall file with the County Auditor in their county of residence.

d. Candidates for Garrison Conservancy and Soil Conservation district shall file with the County Auditor in their county of residence.

e. Candidates for District Judge shall file with the Secretary of State.

f. Candidates for county offices shall file with the County Auditor.

g. Candidates for city offices shall file with the City Auditor.

h. Candidates for school district offices shall file with the School Business Manager of the school district.

The Statement of Interests shall be filed at the same time a Petition/Certificate of Nomination or Certificate of Endorsement is filed.

Candidates filing a Statement of Interests for the primary election need not refile for the general election.

2. Every person appointed by the Governor to a state agency, board, bureau, commission, department, or occupation or professional licensing board shall file a Statement of Interests with the Secretary of State no later than the announcement of the appointment.

Please refer to the instructions provided on back of the Statement of Interests for answering specific questions before completing this form.

Please print

Name (Name of candidate or appointee) I Telephone Number
Richard A. Berg (701) 364-2374
Spouse's name
Tracy Martin
Address I City I State I Zip Code
6437 - 13th Street N Fargo NO 58102 LO_ffi_ce.;:_W_h_ic_h_c_a_n_d_id_a_te_is_s_e_e_k_in_g_--'--- ---' OR I Position to which appointed

_ Congressman, U.S. House of Representatives .

ITEM A

PRINCIPAL OCCUPAnON/SOURCE OF INCOME (Check One)

D Farmer

[2] Business Owner

D Investor or Retired

D

D Clerical & Sales

D

D Military

D

o Government Ernployee D Student

Craftsman

Laborer

Professional

D Other

SPOUSE'S PRINCIPAL OCCUPATION/SOURCE OF INCOME (Check One)

D Farmer

D Business Owner

D Military D Laborer

o Investor or Retired [2] Professional

o Clerical & Sales

o Craftsman

o Government Employee

o Student

D Other

SFN 10172 (11-09) Page 2

Please print

ITEM B

List the name of each business or trust that is NOT the principal source of income, in which you and/or your spouse have a financial interest.

Place an "X" to indicate the interested party.

Specific dollar amounts not required.

[BUSINESS NAME OR TRUST NAME (list city and state where located)] SELF SPOUSE
EXAMPLE/Make Me A Lot of Money Investment Co. (Mutual Funds) Bismarck, ND X X
1520 Partners - Fargo, NO X
714 Partners LLP - Fargo, NO X
AgFoundation Building - Fargo, NO X
Amber Holdings LLP - Fargo, NO X
Bauer Private Equity Fund III - Fargo, NO X
Bauer Private Equity Fund IV - Fargo, NO X
Bauer Private Equity Fund V - Fargo, NO X
Berg Holdings LLP - Fargo, NO X
Big Bend Development LLP - Washburn, NO X
Braaten Apartments LLP - Fargo, NO X
Camping Adventures LLP - Fargo, NO
Case Plaza LLC - Fargo, NO
Cow Share LLP - Fargo, NO
Farmhouse Partners LLP - Fargo, NO ITEMC

List below the associations or institutions with which you, and/or your spouse are closely associated, or serve as a director or officer, AND which may be affected by legislative action (for legislative candidates), or action of the officeholder of the office to which you are a candidate or appointee.

Place an "X" to indicate the interested party.

ASSOCIATION OR INSTITUTION

SPOUSE

CAPACITY

SELF

Candidate: Richard A. Berg

ITEM B (continued)

List the name of each business or trust that is NOT the principal source of income, in which you and/or your spouse have a financial interest.

[BUSINESS NAME OR TRUST NAME (list city and state where located)) SELF SPOUSE
Fay Land Partners LLP - Fargo, NO X
GF Corp - Fargo, NO X
Goldmark Schlossman VC Partners - Fargo, NO X
High Point - Fargo, NO X
Independent Family Doctors - Fargo, NO X
INREIT Properties LLLP - Fargo, NO X
Jimberg Partners - Fargo, NO X
JJR Properties LLP - Fargo, NO X
Kenwood - Rosewood LLP - Fargo, NO X
Kilbourne Design Group - Fargo, NO X
Lex Properties - Fargo, NO X
Marelius Apartments - Fargo, NO X
NO Natural Beef - Bismarck, NO X
Ntractive LLC - Fargo, NO X
Old Abe Capital- Fargo, NO X
Quality Dairy Growers - Bismarck, NO X
Red Gate Apartments - Fargo, NO X
Renaissance Ventures - Fargo, NO X
SG Five - Fargo, NO X
Skyview - Fargo, NO X
Summit Apartments LLP - Fargo, NO X
TAG LLC - Fargo, NO X
Tracy Martin Enterprises - Fargo, NO X
Westwind Properties LLP - Fargo, NO X
Wheelberg - Fargo, NO X SFN 10172 (11-09) Page 3

Please print

ITEM D

Identify below by name, any business offices, business directorships, and fiduciary relationships that you and/or your spouse have held in the preceding year.

Place an "X" to indicate the interested party.

CAPACITY

[BUSINESS OR TRUST (list city and state where located)]

SELF

SPOUSE

AFFIDAVIT

(Sign before a commissioned Notary)

I, the undersigned, declare this Statement of Interests has been examined by me and to the best of my knowledge is a true, correct, and complete statement of my financial interests. I understand any intentional violation of the law requiring the filing of this statement shall result in my being deprived of my appointment or assuming the duties of the elective office.

State of __ ..... N-=j)=:...._ _

County of _ _,_Co<-o..._c___SS _

Subscribed and sworn to before me this

day Of __ hf'---"'F--'-(_:_'l_,_\ , 20 {O

State of _ _,_N_:_D=- _

LINDA WHALEY (NOTARY s~.c.JMsl!}lic State of North Dakota

My Commission Expires Feb. 28, 2015

My Commission Expires __ --'{J=---2=---_2_~_-_1 ""~'--- _

Northern Plains Capital Corporation

NORTHER.N PLAINS CAPITAL CORPORATION

Board of Directors

Rick Berg ND House of Rep, Major<1y Leader; Owner/Broker of

Gcldmark Commercial Group

Jim Poorman Former North Dakota Insure-ice Commissioner

hrtp.z/nplainscapiral.com/people _board. htm 1

Rod Holth Director - KIDCO F::lrm~ Proce;;sino, Consulting.

Tax Preparation

Earl Rennerfetdt Farmer.Rancr-er:

ND House of Rep - 1991·2005

Jim Laducer =res.cent and CEO - Laducer &Assoc., lnc.:

Founder· Turtle Mountain State S.n!<; Owner - Apple Creek Country Club

Steve Stenehjem Chairman, President & CEO - Watford City BaneS hares

Page 1 of I

1022 C, DIvIde Avenue, ;3uIle G, Dts-nerck. ND saso 1 (70n 258-1-199

Fa>: (701) 258 2102

For North Dakotans, by North Dakotans.

4/13/2010

Northern Plains Capital Corporation

Page I of 1

NORTHERN PLAINS CAPITAL CORPORATION

Executive Management

Scott J. Engebrltson Chairman

Corey Meyer Assistant VP of Marketing

http://nplainscapital.comJpeopJe_exec.htm1

Gten Higley President

Dusti n Schauer Director of Marketing

Tim Vetwr Assistant VP of Marketing

1022 E Divi:le Averu,e Suite G. Blsrnsrck. NO 58~O' (01) 258-1499

Fa,' (7011 258·2i02

For North Dakotans, by North Dakotans.

4/7/2010

PROSPECTUS

NORTBltRN rLAINS CAPITAL CORPORATION

Msximcm Offel" 1,500,000 Shares Common Stock:

$7,500,000

Minimum Offer 710,000 sbares Common Stock

, $3,550,000

Norti1el1l Plains Capital Corporation, a recently formed North Dakots corporation (the "Company"), offers a minimum of 71 0,000 shares and It ~il'llum of 1,500,000 ahares (the "Shares'') of the Company's common stock, $0.10 pat value (the "Common Stock") at 11 price of $5.00 per Share, The Offerillg will terminate (}D the earlier of the sale of all Shares or within two yean from the date of this Prospectus, unless sooner termin.rted or extended by the Company for up to tme addltional year.

m"C!tcr.l in tbl~ offering will be allowed to purchase II minimum of200 Snares ($1,000) a.nd a maximum cf 2,O(){) Shares ($.10,000), ualees maruigettIcnt in ru sole discretion pennits 1I1arg~ amount, Our directors will pZQ'ticlpate in the: offer and sal<: of our Shares. and IDII)' also purchese the Share! fOT investment,

Our Board of Directors, in its sole discretion, may extend the Offering beyond two years from the date (If this Prospectus, and reserve the right to temmurte the Offering f01' any other reason n1 any lime, kty extension ofdle Offering will be dependent upon approval of the Board ofDirectoo.

TIle Shares have not beea registered uader the Securities Act of 1933, Wj amended (the "Sel:W'iti~, Act"), in reliance on on exemption from registrerion for the: offer and sal¢ of securities 011 I! wholly ino-aslate baiis,

The Shares will ollly be offer~ :aDd lold to boua fide nsidutll of&e State 01 North Dakolll Who meet tile tWtaJ:n1ity .taDMJ'cb cstabllfhed by the Company.

There, is currently no existing public or oCher market for the Sbal'C$ and .0.0 such market win develop Ill! iI. J'C3ult of this Offering. The Company has no obli£lltion to register the Shares and no £l8IfU1'8D.ce can be given that the Shares will be registered in the future, If the shares lire not registered. purc.ha~ wuuhl only be able to-sell their sham! pursuant to 11 valid exemptiQU under Federal and state securities lll.ws. Coasequeetty, purchasers of the Shuell offered bereby rosy not be able to sell :mch Shares for !Ill extended period of time, if ever.

The!e aeeuJ'lties are '5peculatlvlI ADd Involve _ bigh decree of risk aDd iJDJDed.b)te di)utioJl. If yo. punb~e '~IU'1tit11 ill this Otrering, you IhOlild be pnpa",.d m su.tabl II losll of your entire IlIvegtmuut. See tile "Risk Famrs" H'diOJI at p~ge 5 of tills Prospedcill, lludtbe "Dilution" lIedlon. lit page 12 for .dcUttoDallnf'orlll.ation.

Neither Ute U"lted Statm Securidu an4 ElI:cll.aDEt! Conamluloa alor lUIy &tiate leCllirlties commhtlOll has appr~ved or disapproved of these &e1:uritlft or paMed qpDD th'e adt'4Uile)' Gr AI:eI3"'CY or fbi& Ptwpechd. Any represeatatioD to tM ro.trary Ulil criminal ofre.ae.

NODe or tbf See~i-kin acquirecl heTt'under may be sold or othenrise transferred anm DiDe mOlltlls

after the term1Da1ton of this OfferiD( neept 10 It ruideot of North Dakota. '

TIl~ Cornmon Stod being ofiend mil have all of the rllbts and privlIeCei appUubJe to the Comppy'. uistiq 'hill'f'Jl of Commeo Sto£k. Tb.e r:.ertifiutft for the Securlttti wiIJ DO~ be issued for ohl.!: montl., alter tile ~mpteti.oD 01' terlfnirulltirUl of the Oflerlor;.

Price to Selhng Proceeds to
Public Commissioas {I) Company
'P~ Share $5.00 $.50 $4.50
Total if Minimum Raised $5.00 $.50 s 3,550,(JQ()(2)
Total if Maximum Raised $7,5{)O,OOO $750,000 S6,750,000(2) '(I) The Shares will be imld on 3 "best eff()ru" bssis on behalf of the Company tlIrough 'agtmts selling only the Company's secunnes. The sales agents will receive II direct sal es oommi5sim f(ll: the. services in connection witll the sale of the Shares net to exceed 10%.

(2) Before ded~ting estimated expenses ofapprolcim.kly $400,000 related to this OtIering payable by the Company.

You Dl4yoblJin a copy of the Prospectus, lit no coot, by writing or telephoning the CompailY at the fotiowi.ng addw!!l:

Glen Higley, Prcsiru:lJt Northem Plain! Capital Comcreuon 1022 E. Divide, Suite G Bismarck, North Dakota 5850 I (701) 258-1499

The date of this PtOSp~ i!J ~~bCT l50 2009,

2

For these SUltemetml, We claim the pr~i(lD of the SlItt harbor for Corward-loolting statMlentli conteioed in Secti.on27A of tho Securities Act md Section 2lE of tile Exche.nge Aat.

DILUTION

· A8 of July 31, 2009. 'We had &t1 aggregate of 2,25"0.000 shares of Com.mDll Stock O\ltmwding and a n~ book value, as refteetcd on our balance: 5h~. of $ 494 587 or approximately $.22 per Sh1Ue. "N~t book value per share" rcpresllU\'5 OUt total assets less liabilities, divided by the number of lIhares of' Common Stock

· ou1$tan.ding.

Afta' the Offering, if only the minimum. offering of $3,550,000 i~ raised, we will have an aggregate of 2,9%,000 shares. outstanding, md • ~¢t book.value of $3,512,087, assuming net proceeds from the shares being sold of $3,017,500, or approximately $1.17 per share. New :lhlU\:$ will experience an immediute dilution and net book value per share of common stock ofS3.83 from the 55.00 share purchase price, while the present sh!treholdm will receive au j))1mediate increese in the book value of $.95 per share. Such dilution represents the di:l.'&l1mce between the atfering price per share and the nd book value per share imm~ately aft>er comp I~Qn of the minimum offer. Increase in book value per ahsre of common stock held by the current shareholders would be s(Jle.ly attributable to Ihe cash pAid by the new sharebolder~ flJt their sllllre8.

After the Offering, if the maximum offering total of $1,500,000 is raised, we will have an aggregate ()f 3,786,000 sberes outf{anding (assuming all Sbar-..s oftercd. hereby are Bold) and a not book value of $7,244,5117 (ouuming net proceeds from me Shares being ,,,hI of$6,750,OOO) or a}¥.."qmlltely si.ss per share. New ~hBnls will experience an irumediate dilution in nCit book value per shan: of Common Stock of $3.01 from the $5.00 per Share purchase price. while the present shareholdars will receive an immediste increase in the net book value of $1.7'1 per sbare. Sutb dilution repre6eflUl the dift'erence: between the Offering pnce per share and the net book value peT share immediately afI.er cQmpl~on of the Offering. The laorease in book value per share of Con:unM Stock held by the current shareholders would be solely attributaille to me cash paid by Dew shlll'tilioidm for tbejr Shms. Additional dilution mil)' 0= if the numba' ofibares being offi:red for sale Is in~ by l()%. The l()% over ule WOuld require the lipproval

of the board of directors. .

The fullowing table, which incorporates the preceding lUSumptions, illustrates such dilution pet share in net

· book value 10 new WVt:SIUCS if an 1,500,OO() Shares offered hereby ar-e sold:

_. I
M~glmll!!! MalilUDD1
I OnmB§o~ OtferiRl! ~!!bl

_"'-"_ .. -~ ---
Offuring Price $5,00 $5.00
Net tangible book value per share before this Offering $0.22 $4).22
-
Increase per share attributable to new investors $0.9.5 $1.71
- --
Ad.ru~ted net tanBi,ble book value per share after this ~l.J 7 S1:_j
Offering
~.
Dilution. to aew investors (per mare) $3.83 itj
-_.-
Dilution W new inve&OOrB (Yo) 77%
6
~ ... ~._,., ................... .. -_._- The fQllow',ng table swnmw:i~ the eumber <It' shares of common stock: purchased and the total consideration paid by each of existing shareholders and new investors in this Offering, respectively, asruming all 1,500,aOO Shares are sold:

Muinmm
Shares nun:ha&ed (2) Total Co!llliderati.9D
Nwn~~ Pmmt Amml.111 ~
&i$ting common rsb.areholdeIll 2,286000 6WAs $9~.~.OOO 11.1%
New Investors I I,5QO!OOO 40% $7 5(]Q 000 88,9%
TotAl Common Share 3186,000 IOtw. I $8,436.000 .100% Minimum. "r---- .- _
_ . ~hllre!l Total Conside:nrtio.n
1-- ...... _. . - .. -- N!!_m~ Percent ~ Amount ~t
&istin& COlll1MO wll1eholden 2286.000 76% $936,000 21%
Ne:w lnv~iori- 710000 24% 53,550,000 79%
Total - CQIWlUm Share 29.96000 100% 4486 000 lO~" PURPOSE OF THE OFFERING AND USE OJ!' PROCEEDS

The Company intClld.$ to inilially capitalize the life insurance BubiidiaJy with $1,500,000. The Cump.wy would then use the next $2,500,{)00 to increMe ~~ c!!pitallUld mrplus ofthe life IDsuranCQ subsidi8lY. The Compooy would use 10% of proceeds to pay C()mmi.ssio!!.S and an additiooal 7% of the proceeds to pay'

additional offedng coecs. .

Our primary busiBelis purpose is ill form, capitalize and operate 8. North DlIkota-domiciled life insurance company. If the m.axinwm offeriO& is raised, w(: mwnd' to wntrib\lte approxima~l)' $4,000,000 of the proceeds of this Offering to the: capital ~ surplus of a whQUy owned insursnce lIubliidiary, which will apply for a Certificate of Au1hority from the North Dakota Insurance Department authorizing it to transact busincs-$ in Nonh Dako1a Ii5 a 90mestic lnsurance company.

Assuming the maximum Offering is sold, there would be approximately 20% or $1,500,000 ofuQt offc:rlug proceeds aVJlilable for us to use as working I;1Ipital f~ the Company .. The muaininS $725,000 if raised would be used fur acquisition capitJil of a lifo WW'IUlCe or 1nBurml.l:e-.reIatcd company (for c:umple, an insurance marketing II.geo.oy or data proCe3lIing service bureau). We dv Dot intmd to mak.: any acquisition until the preposed inrurance sul»1idiaIy bas COIlIIneQced operations. See "RUk. Faztcm" and "The ausinei~ Plan" for additional infonnatirm..

There is no assurance that we will be able to mise !jufficient capital througb the sal~ of Sh~ to enter all of the buaiaeeses discussed. above. However, if the nwcimum number o( Ilh.ar~ otre.ed hereby are sold, the a.ggregat~ proceeds would be $7,5()O,OOO> 'With the Company receiving approximat.e.ly $6,750,000' aft« paymoot of approximately $750,000 in coIlll1li!!siOIU. An additional 525,000 of estimated espenses related to the Oft'erin8 would be: taken from the Offtring proceeds. Other elCpcl\!Iell of the ComplUlY d'llrin8 the term of the Offering will be paid by WI primarily fuJDl proc~ raised in prior priv. pl~tmt Qffmn,g~ of OW' Common Stock to a limited number ofinveirtors.

The following table rurtlll1arit.e1l the 11!11icipllt~ use of the gross proceeds from rhe sale of Shares, 118Suml.ng UllI.t !til Sh~res otfeted lll'8 1I01d. It ahould be I1Q'fOO, however, 1M' ,,~in of tltQ<: .cI.g~ are enl)' esdmatcs

Types of PQli~. It is anticipated tim, the life insurance ~ubsidi&l_)'. will IDlU'kcrt tr~it~onaJ lik insurance products to individual resideers of the State of North Dakota. Tradltlonal fl,Yl'Ill~ of IUl;: msurance gtalorally in dude tbe following:

• Ordlnary Whole Life

Term Life (Level, Decreasing and Mortgage)

• Limited-Pay Juvenile Whok Life

• Fixed-Rate, Sio,gle-P.rewiurn Deferred Annuities

fixed-RAte, FleXiblcrPremium Annuitie3

• Other Non-Interest-Sensitive Life Insurance Products

The life iasersnce company will, in IIlllitelibood, offer limited Pl\'Y whole life. term lind decreasing t<!ll7\l life and single lIIId flexible premium annuities.

The pOtential profitability of any pr;;lduct, including the cost involved to market lind administer ie, will be a ~ ignificl1llt 1iu.ltQt' in Ibe decision to Qff« thal product.

~cing. None of the insurance products to be marketed by the life iQ3U~ subBidimy have beea developed or filed with the North' Dakota Department of Insurance for approval.. 'These products will be developed with a pricing structure designed to ~owpl~b the followiag primary cbjecrives:

1. Pro v ide a competitively priced product to the insurance consumer,

2. Provide IJufficient gro!l! m~gi1\s to allow the insurance SUb3idiary to achieve oporstilJ.g profits comparable to th., life insuran~ industrY IlS a wn()le_

3. Provide .suffi~etlt first year md renewal commission structures necessary to attract and retaia career-arlented insurance .agents.

Using the services of an independent qualified actuary will develvp the products.

Underwriting Slandards. Underwriting guidelines will have a direct impact on the life insurance subsidiary's operating results. if tIw \lDde<writing sttm.dards tharwe establish are not adequate, desired operating results will not b~ realized. Generally. when underwzitlnS standards an: less restrictive, more mortality claims will result imd vice vena. UnderwritiDg standards have a direcr impact On the pricing structure of aproduct, The less restrictive the und~rwriti.ug 1I1llIldards, tbe higher the product needs to be priced in order to allow for a highee incident of moxtaLity. This higher incident of mortDlliy is also reflected iII greater policy reserves being established.

The life insUfllDCc subsidiary. once formed, Intends to eStablhh und<."ZWriring guidelines comiatlffi1 with its product's pricing structure. The imurance aubsidiary's consulting actuary, aloa.g with its reinsurance underwriting dqnt1ment willllS&iflt tbe lnsurscce subsidiary in est.bllsbing its oo()qwrlting standards.

member of 1he Up-per Miuoim Lake SdA\tawea Planning Committee a:ru:! the Williliton Chamber of Commerce Etlergy Committee. Mr. Rennetfeldtre1>jd~ in WHHst<m, ND.

EIe~utlvc Call1penllatiolli

Mr. Scott EniCbritson, ChIirm8Il of Board, will be paid a slllazy of $40,000 per yellt. Mr, Glen Higley, President/Secretary will be paid a salary of $80,000. All Executiv~ Officers may receive such performanceblUed bonus paymenu lIS the Board of Directm may approve -. Mr. Engebr't~n wiU devote :25% of hi& time to the operations of the Company while Mr. Higlq will devote 100% of his time to the operstioas of the Cmnpany.

As of the date of the Memorandum, the Company has not issued any options. HoW~IX, the Company may, in the future, e81abii"!!h one or m()re option pluns for its employees. salespersons, directors and consultsnts. The ComJ)lmY may not grant any optfun5 at !ill exercise price !hilt i$l~ than 85% of the faJr marker value of the issuer~ Qnderlying shares of common sroek on the date of the grant. A quali13.ed .int1c;pend~nt apprtsitsCT may determine the !lb.are's mmet value.

SECURITY OWNERSHIP

The following table sets forth infonnatioll regarding th~ (}wn.crship and control of rbe ouatallding Slwes of the Comp4IlY's common stock, S.lO par value, II.S of completion of this otYoring, assuming all the shares otfered arc saId.

Stoe"21!l![ (Amtia~RJ'!,l asm 01'l'Sed ~ Prtciflll'
roreat Plains Finoncial Corporetion -- Sure
.350,000 9.2 $.10
SecuritY C1Ipital Corporation - .. _
350.000 9.2 S.lO
Glen Higley (presidentfDirector) 185,000 ._
4.81 $.10
Dustin Schauer (VP ofMarketiug) 1:20,000 3.1 $.10
Rick Berg (Director) 40,000 1..2 $.10
6000 ... ~
Rod Holth (Director) 40,000 1.2 $.10
6,000 __ $1.00
J.imLaduc~ (Director) 40,000 1.2 $.10-
._._._ 1--' 6,000 . Sl.OO
Jim Poolman (Director) 40,000 1.2 s.ie
_ "',- 6,000 U&Q __
Earl Rellnerfcldt (Director) 40,{] 00 1.2 $.10
6,000 ... - ~ .. sq).Q_
Steve S~eqjem (Director] 40,000 1.2 :B.I0
__ 6000 S1.00

--.'-~- ~-
Officers and Directors 581,000 15.~
AU other initiul5haresboldcN 1,705,000 ; 45.0
-- CPAl and

M~u\3.gl!rnent COn<HJlt"flH

Kerber, Ed< & Braeckel u.~

i nco Mytn BIINdio!l

! WMt Old St:illl Copltcl P'uo Sprl~.1!. mOl-IUS

~M 211.789.09&0

to.: 217.789.112.2 '_"'.k~<QfI'I

bdeoendent Auditors' Report

Board of Directors

Northern Plains Capital Corporation

We have audited the accompanying balance sheet of Northern Plains Capital Corporation {a development stage corporation) (8 North Dakota corporation) as of July 31, 2009, and the related statements of operations and deficit accumulated during development stage and cash flows for the seven month period ended July 31, 2009 and the: period from inception (October 2, 2008) to July 3l, 2009 and the sttlt.ement of changes in shareholders' equity (deficit) for the

. period from inception (October 2, 2008) to July 31, 2009. These financial statements are the responsihility of the Company's management, Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America 'Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the. financial statements are free of material misstatement. An audit includes examining, on li. test.beais. evideoce supporting the amounts and disclosures in the finaocial statements. An audit also includes assessing the accounting principles used and signi.fi~ estimates made by management, as well as evalcating the overall fiaancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion. the financial statemems referred to above present fairly, in all material respects, the financial position of,NQrthern Plains Capital Corporation (a development stage corporation) I1S of July 31, 2009~ and the reswts of its operatlons and its cash flows-for the period ended July 31, 2009 and the period from inception (October 2, 2008) to July 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

, .

Springfield, Illinois ScptcmlJ1~T J 4,2.009

Jacklomolb.IL • lk!laYlUe-ll • QI~~.I!. • Cape Ginnl"lW. MO • St. LWis. Me • M1lwaum, WI

Northern Plains Financial Corporation (A Devfllopmem Stage Corporation)

:BALANCE SHEET

July 31, 2009

ASSETS

CURRENT ASSETS Cash

Prepai d elCpe1lSt

Total current sssets

OFFICE FURNITURE AND EQl!JPtv1ElI;T

Office equipment .

Office furniture

OTHER ASSBTS Security de)Xlii!

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRE1'>;j LIABIUTIES Aeooumspavable IlI'Id accrued expensea

Total CUITOl1t liabil!tles

~}iAREHOLDERSJ sourrr

Common stock subscribed, S.lO par value Additional paid-Ill capital

Deficit accumulated during development stage

Total shareholders' eq\ll1jl

See accompanying notes to finanCial statements.

s

496,041 750

496,793

700 750

l.45()

2J2

1,238

750

~

S 498.781

s 4,194
4,194
225,000
675,000
r 4(}5, 41ll_
494,587
493.781 Northern Plains Financial Corporation (A Development St4ge Corporation)

STATEMENTS OF OpERATIONS AND DeFICIT ACClJMlJLA TED DURING DEVELOPMENT Sf AGE

Seven month period ended July 31, 2009 lind !.he period from inception (October 2 ,2008) through July 31 >

Seven month period ended luly 31, 2009

Inception (October 2, 2008) through July) l! 2009

Expenses
Salaries 145,000 s 200,000
Payroll taxes ·12,598 17,697
Rent 5,25() 7,500
Health insurance 3,510 3,510
Professional fees 39,507 82,627
Directors' fees 10,000 10,000
Travel and lodging 43,032 ,69,695
Office and other expenses 8,097 14,384
Total eXpenH3 266.994 405,413
Net loss S ~266,994~ ! '405,413~ Net loss per common shlTe subscribed

See accompanying notes to financia; statements.

4

Northern Plains Capital Corporation (A Development Stage Corporation)

NOTES TO fJNANCIAL oST A TEMENTS

July 3 1, 2009

NOTE A -NATURE Of OPERATIONS AND SL'MMARY OF ACCOUNTING POLICIES

NA~ OF OPERATIONS

Northern P!~ capital Corporation (the "Company"), which is in the development stage, was incorporated in North Dakota co October 2, 2008, for the primary purpose at' organizing a life insurance subsidiery, Since incorporation, the Company has been involved in the sale of common stock to provide working capital in anticipation of the proposed North Dakota intrastate public stock offering through which the Compsny Intends to raise $ 7,500,000. The ability of the Company to become an operating enterprise is dependent upon. among other things, its ability to raise capital in the public offering and obwn all necessary regulatory approvals needed to organize an insurance subsidiary.

A gumm~ of the Company's significant accounting policies coMistently applied in the preparation of the accompanying financial statements follows:

1. Use ojEsrtmates

The preparation of financial statements in conformity with accounting principles generally accepted in the United Staies of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimate, are besed on management's knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.

2. Office Furniture and Equipment

Office equipment is stilted at cost tess accumulated depreciation. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives using the ' straight-line method for financial and tax reporting purposes. The estimated life used in de:terminjng depreciation is five years for office furniture and three years for electronic datil processing equipment. The organization CApitalizes all furniture and equipraear with Q cost of$ 500 or more.

3. Common Sreck Subscribed

The common IMck, when issued. will have a $ .10 par value. with dividend rights payable to holden of common stock on a pro rata basis.

7